VGRAB COMMUNICATIONS INC. (Form: 8-K, Received: 07/22/2016 13:30:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2016

VGRAB COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)


BRITISH COLUMBIA, CANADA	000-54800	99-0364150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

#810 - 789 West Pender Street Vancouver, BC		V6C 1H2
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code		(604) 722-0041

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 19, 2016, VGrab Communications Inc. (the “Company”) entered into release agreement (the “Agreements”) with Nelson Da Silva, who has been acting as the Company’s director since May 2014. Mr. Da Silva agreed to resign as a director of the Company effective July 19, 2016. As a consideration for the resignation, the Company agreed to issue to Mr. Da Silva 300,000 shares of the Company’s common stock as fully paid and non-assessable. The shares will not be registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available. Mr. Da Silva's resignation was not due to, and was not caused by, in whole or in part, any disagreement with the Company, whether related to the Company’s operations, policies, practices or otherwise.

To fill the vacancy caused by Mr. Da Silva’s resignation, the Company appointed Mr. Lim Hun Beng a director of the Company. Mr. Lim is a principal of Hampshire Group, the Company’s significant shareholder.

Mr. Lim (59) started his career in his early twenties. His main focus throughout the years has been strategic business and property development in the Asia, more specifically, Malaysia and China.

In 1992, Mr. Lim set up a joint-venture company with the local government of the city of Zhuhai, China to develop a 3.6 km ² property, which includes Formula One standard race circuit, a 36-hole golf course, and a mix of residential and commercial buildings. In 2006, Mr. Lim founded Hampshire Group, the Company actively involved in green energy, environmentally-friendly property development and agriculture. In 2010 Mr. Lim took over Linear Group, a Malaysian corporation specializing in manufacturing and operating industrial HVAC projects.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

As further described in Item 5.02 of this Form 8-K, on July 19, 2016, the Company issued to Mr. Da Silva 300,000 common shares of the Company pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”). Mr. Da Silva represented that he was not a resident of the United States and was otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number	Description of Exhibit

10.1	Release Agreement between Nelson Da Silva and VGrab Communications Inc. dated July 19, 2016.
99.1	News Release dated July 22, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VGRAB COMMUNICATIONS INC.

Date: July 22, 2016
	By: /s/ Jacek (Jack) P. Skurtys
	Jacek (Jack) P. Skurtys
	Chief Executive Officer, Chief Financial Officer
	and President

RELEASE AGREEMENT

THIS AGREEMENT is dated as of the 19 day of July, 2016 (the “Effective Date”).

BETWEEN :

VGRAB COMMUNICATIONS INC. , of 810 - 789 West Pender Street, Vancouver, BC V6C 1H2

(the "Company")

OF THE FIRST PART

AND :

NELSON DA SILVA. , of 810 - 789 West Pender Street, Vancouver, BC V6C 1H2

("Director")

OF THE SECOND PART

WHEREAS:

The Director has served as a director of the Company since May 2014 (the “Term”);

The Company wishes that the Director resign as a director of the Company and, in consideration of which, the Company has agreed to issue 300,000 common shares to the Director; and

The Parties have negotiated a complete resolution of any and all disputes, claims or potential claims arising between them during the Term on the terms and conditions set out below.

NOW, THEREFORE , in consideration of the recitals state above, which all Parties agree are accurate and complete, the agreements, promises and warranties set forth below and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

SHARE ISSUANCE

1.1

In consideration of the Director Release (as defined below), the Company shall issue 300,000 common shares of the Company on the Effective Date.

RELEASE AND DISCHARGE

2.1

In consideration of the Director Release (hereinafter defined), the Company hereby agrees to completely release and forever discharge the Director from any and all past, present or future claims, demands, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which the Company has had, now has, or which may hereafter accrue or otherwise be acquired by the Company against the Director with respect to any matter relating to the Term (the “Company Release”).

2.2

In consideration of the Company Release, the Director agrees to completely release and forever discharge the company from any and all past, present or future claims, demands, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which the Director has had, now has, or which may hereafter accrue or otherwise be acquired by the Director against the Company with respect to any matter relating to the Term (the “Director Release”).

ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST

3.1

This Agreement contains the entire agreement between the Parties with regard to the matters set forth herein and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each.

INDEPENDENT LEGAL ADVICE

4.1

This Agreement has been prepared by Northwest Law Group acting solely on behalf of the Company. The Director acknowledges that they have been advised to obtain independent legal advice.

GOVERNING LAW

5.1

This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and each party hereto adjourns to the jurisdiction of the courts of the province of British Columbia.

ADDITIONAL DOCUMENTS

6.1

All parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

EFFECTIVENESS

7.1

This Agreement shall become effective on execution.

MISCELLANEOUS

8.1

This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.

8.2

No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto.

8.3

A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

8.4

This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

8.5

The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

8.6

This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties have duly executed and delivered this Agreement as of the date first written above.

VGRAB COMMUNICATIONS INC.

/s/ Jacek Skurtys

Jacek Skurtys

/s/ Nelson Da Silva

NELSON DA SILVA

[VGRAB_EX991001.JPG]

VGrab Communications Inc.

810-789 West Pender St

Vancouver, BC V6C 1H2

OTCQB: VGRBF

News Release

VGRAB COMMUNICATIONS INC. APPOINTS NEW DIRECTOR

VANCOUVER, BRITISH COLUMBIA - (July 22, 2016) VGrab Communications Inc. (OTCQB: VGRBF) (the “Company” or “VGrab”) a development stage company that through its VGrab platform creates an opportunity to combine both consumer and merchants together, and allows its members to promote their brands to specific groups of interest for a fraction of price, announced today that Nelson Da Silva has resigned as a director of the Company.

As consideration for Mr. Da Silva’s services, the Company agreed to issue Mr. Da Silva 300,000 shares of its common stock as fully paid and non-assessable. The shares will not be registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Mr. Lim (59) started his career in his early twenties. His main focus throughout the years has been strategic business and property development in the Asia, more specifically, Malaysia and China.

For additional information, please refer to Form 8-K the Company filed with the Securities and Exchange Commission on July 22, 2016.

About VGrab

VGrab is a platform for any lifestyle from shopping to leisure. Through widely connected mega chains to the local street ventures, VGrab creates an opportunity to combine both consumer and merchants together by promoting brands to a specific group of interest for a fraction of price.

On behalf of the Board of Directors,

Jacek P. Skurtys, President

CONTACT INFORMATION

VGrab Communications Inc.

604-722-0041