VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these unaudited interim consolidated financial statementsstatements.

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VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these unaudited interim consolidated financial statementsstatements.

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VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED INTERIM

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JANUARYJULY 31, 20182021

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, Vgrab CommunicationsNovember 1, 2019, Duesenberg Technologies Inc. (the (formerly, VGrab Communication Inc.) (the “Company”) entered intoincorporated Duesenberg Inc., a software purchase agreementNevada corporation (the “Duesenberg Nevada”), with Hampshire Capital Limited (the “Vendor”)a purpose to acquireundertake the Vgrab Software Applicationdevelopment of Electric Vehicles (“Vgrab Application”EV”). Vgrab Application is developed for use with smartphones using the AndroidDuesenberg brand and Apple iOS operating systems allowing users to redeem vouchersits VGrab Technology and applications based on their smartphones at a number of retailers and merchants. the VGrab technology.

On February 10, 2015,May 21, 2021, the Company completedincorporated Duesenberg Heritage LLC, a Nevada corporation (the “Duesenberg Heritage”), with a purpose to reproduce very limited Duesenberg Heritage vehicles which were originally manufactured in the acquisition of Vgrab Application. As a result of1920s and 1930s; such as the transaction,Duesenberg Model J and Boat Tail series.

On December 23, 2020, the Company changed its principal business focus from the acquisition and exploration of mineral resources to the software development and changed its name to Vgrab CommunicationsDuesenberg Technologies Inc. on February 11, 2015.

On June 24, 2015,(the “Name Change”). To effect the Name Change, the Company formedfiled a subsidiary, Vgrab International Ltd., (the “Subsidiary”)Notice of Alteration with the British Columbia Registrar of Companies. On December 30, 2020, the Company’s common shares commenced trading on the OTC Markets under the Labuan Companies Act 1990 in Federal Territorynew ticker symbol DUSYF.

As of Labuan, Malaysia.the date of these interim condensed consolidated financial statements, the Company has the following subsidiaries:

Basis of Presentation

The unaudited interim condensed consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended October 31, 2017,2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC.SEC on January 29, 2021. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2017,2020, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three monthsthree- and nine-month periods ended JanuaryJuly 31, 2018,2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2018.2021.

Going Concern

The accompanying unauditedCompany’s interim condensed consolidated financial statements have beenare prepared assumingon a going concern basis in accordance with GAAP which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company will continue ashas generated a going concern.total of $48,358 in revenue from its operating activities and has accumulated losses of $9,106,307 since inception. Continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. To date the Company has funded its operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity and/or debt financing. The outcome

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of these mattersefforts cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.  Management intends

Uncertainty due to obtain additional fundingGlobal Outbreak of Covid-19

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by borrowing fundsmost governments internationally, including the federal, provincial, and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact of the COVID-19 outbreak on the Company and its operations is unknown and will greatly depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for its directorsresearch and officers, issuing promissory notes and/development initiatives or a private placementoperating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of common stock.which may also negatively impact the Company’s business and financial condition.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

Principles of Consolidation

The unaudited interim condensed consolidated financial statements include the accounts of the Company and the Subsidiary.its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

(a) Amounts are unsecured, due on demand and bear no interest.

(b) Amount isAmounts are unsecured, due on demand and bearsbear interest at 4%. per annum.

(c) Amount due to former director has been included in accounts payable.

During the three monthsnine-month period ended JanuaryJuly 31, 2018,2021, the Company recorded $5,435 (2020 - $6,047) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-month period ended July 31, 2021, the Company received $15,940 (CAD$20,605)$95,152 (2020 - $130,842) in exchange for notes payable to a major shareholder.

During the three months ended January 31, 2018, the Company recorded $459 (January 31, 2017 - $Nil) in interest expense in connection with the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a major shareholder.parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand.

During the second quarter of the Company’s Fiscal 2021, Hampshire Avenue agreed to convert a total of $385,950, the Company owed at January 31, 2021, consisting of principal amount of $368,961 and interest accrued of $16,989 into 514,600 shares of the Company’s common stock (Note 6). These shares were issued on March 9, 2021. During the third quarter of the Company’s Fiscal 2021, Hampshire Avenue agreed to convert a further $24,126, the Company owed at April 30, 2021, into 62,828 shares of the Company’s common stock (Note 6). These shares were issued on July 20, 2021.

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During the nine-month period ended July 31, 2020, the Company repaid $4,967 in loans advanced from Hampshire Avenue; these payments were made in cash.

During the nine-month period ended July 31, 2021, the Company incurred $83,477 (2020 - $89,256) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $21,878 (2020 - $18,864) in reimbursable expenses with Mr. Lim. During the second quarter of the Company’s Fiscal 2021, Mr. Lim agreed to convert a total of $77,103 the Company owed him at January 31, 2021, into 102,804 shares of the Company’s common stock (Note 6). These shares were issued on March 9, 2021. In addition, the Company advanced a total of $162,239 to Mr. Lim as prepayment of his future services. Of this amount, the Company applied $73,223 to the accrued salaries and reimbursable expenses the Company owed to Mr. Lim as at July 31, 2021; the remaining $89,016 advanced to Mr. Lim the Company recorded as part of prepaid expenses.

During the nine-month period ended July 31, 2021, the Company incurred $63,946 (2020 - $71,405) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO, and director. In addition, the Company incurred $3,145 (2020 - $1,849) in reimbursable expenses with Mr. Liong.

During the nine-month period ended July 31, 2021, the Company incurred $18,000 (2020 - $18,000) in management fees to its director, Mr. Ong See-Ming.

During the nine-month period ended July 31, 2021, the Company incurred $57,823 (2020 - $Nil) in management fees to its CTO, Mr. Ian Thompson. Mr. Thompson resigned from his position as the CTO of the Company on May 11, 2021. Subsequent to July 31, 2021, the Company and Mr. Thompson reached an agreement to convert the full amount the Company owed to Mr. Thompson at his resignation, being $50,323, into 209,677 shares of the Company’s common stock.

During the nine-month period ended July 31, 2021, the Company incurred $97,500 (2020 - $Nil) in management fees to its CSO, Mr. Brendan Norman.

During the nine-month period ended July 31, 2021, the Company recognized $21,925 in revenue from licensing and maintenance of its SMART Systems applications to a non-arms’ length entity.

On May 1, 2021, Duesenberg Malaysia Sdn Bhd., engaged Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, to assist the Company with engineering and drafting of the Duesenberg Heritage vehicles. As part of the services, Hampshire Automotive agreed to convert the existing Duesenberg heritage car and parts the Company acquired into 3D digital drawing, which will then be used to manufacture new vehicles. During the nine-month period ended July 31, 2021, the Company paid Hampshire Automotive $154,217 for the services, which were recorded as part of research and development fees.

NOTE 4 - SUBSEQUENT EVENTEQUIPMENT

Subsequent to JanuaryChanges in the net book value of the equipment at July 31, 2018,2021 and at October 31, 2020 are as follows:

NOTE 5 - NOTES PAYABLE

On July 31, 2019, one of the vendors of the Company received $10,000 under a loan agreement with its major shareholder.agreed to defer repayment of CAD$83,309 the Company owed to the vendor. The loan bearsdeferred amount accrues interest at 4%6% per annum compounded monthly, is unsecured, non-convertible and is payable on demand.or after August 31, 2021 (the “6% Note Payable”). During the nine-month period ended July 31, 2021, the Company accrued $3,194 in interest on the 6% Note Payable (2020 - $2,876). As at July 31, 2021, the Company owed a total of $75,360 under the 6% Note Payable (2020 - $67,429).

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During the nine-month period ended July 31, 2021, the Company received $29,000 in exchange for 4% notes payable due on demand (the “4% Notes Payable”). The Company accrued $605 in interest on the 4% Notes Payable (2020 - $Nil). As at July 31, 2021, the Company owed a total of $29,605 under the 4% Notes Payable (2020 - $Nil).

NOTE 6 - COMMON STOCK

On April 9, 2021, the Company closed a private placement financing by issuing 233,333 shares of its common stock (the “Shares”) at $0.75 per Share for gross proceeds of $175,000. On April 15, 2021, the Company closed a second private placement financing by issuing further 600,000 Shares at $0.83 per Share for the gross proceeds of $498,000. The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. The Company recorded $9,705 in share issuance costs associated with these financings.

On March 9, 2021, Mr. Lim, the Company’s President, CEO and major shareholder, and Hampshire Avenue SDN BHD, the Company’s major shareholder, agreed to convert a total of $463,053 the Company owed on account of services and cash advances provided to it as at January 31, 2021, into 617,404 shares of the Company’s common stock (Note 3). The conversion of debt to shares was as follows:

(1)  The loss on conversion of debt to shares with related parties was recorded as part of additional paid-in capital.

On July 20, 2021, Hampshire Avenue SDN BHD, agreed to convert further $24,126 the Company owed on account of cash advances provided to it as at April 30, 2021, into 62,828 shares of the Company’s common stock (Note 3). The conversion of debt to shares was as follows:

(1)  The loss on conversion of debt to shares with related party was recorded as part of additional paid-in capital.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q filed by Vgrab CommunicationsDuesenberg Technologies Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,”Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,“may,” and other similar expressions are intended to identify forward-looking statements. Certain importantIn addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated by some ofreflected in the forward-looking statements.  These risksFactors that might cause such a difference include, among other things: but are not limited to, the following:

·our ability to execute prospective business plans; 

·inexperience in developing and mass-producing electric vehicles; 

·actions by government authorities, including changes in government regulation; 

·changes in the electric vehicle market; 

·dependency on certain key personnel and any inability to retain and attract qualified personnel; 

·developments in alternative technologies or improvements in the internal combustion engine; 

·disruption of supply or shortage of raw materials; 

·failure of our conceptual vehicles to perform as expected; 

·failure to manage future growth effectively; 

·future decisions by management in response to changing conditions; 

·inability to design, develop, market and sell electric vehicles and services that address additional market opportunities; 

·inability to keep up with advances in electric vehicle technology; 

·inability to reduce and adequately control operating costs; 

·inability to succeed in maintaining and strengthening the Duesenberg brand; 

·labor and employment risks; 

·misjudgments in the course of preparing forward-looking statements; 

·our ability to raise sufficient funds to carry out our proposed business plan; 

·the unavailability, reduction or elimination of government and economic incentives; 

·uncertainties associated with legal proceedings; 

·general economic conditions; conditions, because they may affect our ability to raise money; 

·our ability to raise enough money to continue our operations; 

·changes in regulatory requirements that may adversely affect our business; customer acceptanceand 

·other uncertainties, all of which are difficult to predict and many of which are beyond our proprietary software application; and other risks and uncertainties as set forth in “Part II - Item 1A - Risk Factors.”control. 

Forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: the economic conditions will continue to show modest improvement in the near to medium future, no material change to competitive environment, we will be able to access sufficient qualified staff and there will be no material changes to the tax and other regulatory requirements governing us. While we consider these assumptions as reasonable, based on information currently available to us, these assumptions may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled "Part“Part II - Item 1A - Risk Factors.”

We caution youYou are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s viewrelate only to events as of the date of this report.  Weon which the statements are not obligatedmade. Except as required by applicable securities laws, we undertake no obligation to updatepublicly revise these forward-looking statements or publicly release the results of any revisions to them to reflect events or circumstances that arise after the date of this report or to reflect the occurrence of unanticipated events unless required by applicable securities laws.quarterly report. You should refer to and carefully review the information in the future documents we file with the United States Securities and Exchange Commission (the “SEC”).

Uncertainty due to Global Outbreak of COVID-19

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the federal, provincial, and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact of the COVID-19 outbreak on the Company and its operations is unknown and will greatly depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic

spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for its research and development initiatives or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

General

You should read this discussion and analysis in conjunction with our unaudited interim unauditedcondensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the fiscal year ended October 31, 2017,2020, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

Overview

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation”. On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to “VenzaVenza Gold Corp.”.  The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011.  On January 6, 2014, we changed our name to “CoreCommCoreComm Solutions Inc.” and, on February 11, 2015, we changed our name to VgrabVGrab Communications Inc., and on December 23, 2020, we changed our name to reflect our current business.Duesenberg Technologies Inc.

As of the date of this Quarterly Report on Form 10-Q we have the following subsidiaries:

On February 10,June 24, 2015, we completed an acquisitionformed a subsidiary, VGrab International Ltd., (“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The initial focus of the Vgrab software application (the “Vgrab Application”) pursuantVGrab International was to continue development of the terms of a software purchase agreement dated January 8, 2015, (the “Software Purchase Agreement”) between usVGrab Application, which we acquired in our fiscal 2016 year and Hampshire Capital Limited (“Hampshire”).continue its market penetration in Southeast Asia.  The VgrabVGrab Application is a free mobile voucher application developed for smartphones using the Android and Apple iOS operating systems and allows users to redeem vouchers on their smartphones at a number of retailers and merchants. As of the date of this Quarterly Report on Form 10-Q, VGrab International is being wound down as all the business operations were moved to Duesenberg Malaysia Sdn Bhd., which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia”). The main business objective of Duesenberg Malaysia is to facilitate online promotions, advertising and e-commerce.

Since its incorporation, Duesenberg Malaysia has been working on the development of its SMART System prototype. VGrab’s new SMART System will consist of several modules, including VGrab Memberships system, which will allow its users to sign up via internet or quick response code, also known as “QR Code”, VGrab Cloud Management System (“VCMS”), and VGrab Database Management System (“VDMS”). VCMS and VDMS will form the backbone of VGrab’s SMART System, integrating each future developed VGrab SMART System’s module into the platform. The Company is currently testing the development of the VGrab SMART System before deployment to potential clients.

On February 18, 2019, we formed another subsidiary, VGrab Asia Limited, which we renamed to Duesenberg Technologies Evolution Ltd (“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to facilitate online promotions, advertising and e-commerce to its potential customer base in P.R. China.

In March of 2020 we completed development of the prototype VGrab vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. Prior to COVID-19 measures,  we were expecting to have the first prototype of the Vending Machine installed and operational at a local university by the end of April 2020 with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of the virus are lifted and businesses are allowed to resume their normal operations.

The newly developed Vending Machine is customizable to sell variety of consumer products ranging from traditional snacks, soft drinks, and coffee, to prepaid mobile cards and other goods, while simultaneously displaying advertisements and other various promotional content. Each Vending Machine is based on the  operating system developed by us, and is supplied with a credit card reader and a QR Code reader, which facilitate not only payments with credit cards, but also enables payments via eWallet and other membership-based payments.

On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg NV”). The purpose of Duesenberg NV is to undertake the development of Electric Vehicle (“Duesenberg EV”) using the Duesenberg brand. We acquired the rights to use the Duesenberg name in 2018. We are planning to develop the Duesenberg EV in partnerships with leading developers and suppliers for various components into the vehicle, and also include our in-house developed VGrab SMART System as part of its operating system.

On January 8, 2021, Duesenberg NV signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. The agreement is the first step towards creating a network of suppliers required to successfully complete the Duesenberg EV development project. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files as well as the initial drafts of the exterior and interior designs for the Duesenberg EV. We expect the final design of the first Duesenberg EV to be released in mid to late 2022. Based on the initial drafts, we commenced negotiations with various manufacturers required to continue the development and manufacturing of the required components for the Duesenberg’s EV.

On May 21, 2021, we formed Duesenberg Heritage LLC. under the laws of the State of Nevada (“DHL”). DHL’s operations will be focused on reproducing very limited Duesenberg Heritage vehicles which were originally manufactured in the 1920s and 1930s; such as the Duesenberg Model J and Boat Tail series. The Company expects that the manufacture of the vehicles from that era will be time consuming and would require highly specialized and skilled tradesman; the Company also anticipates DHL to start generating revenue independent of the core business of Duesenberg.

In order to support the development and future production of Duesenberg EV as well as Duesenberg Heritage vehicles, we will require significant financing. During the nine-month period ended July 31, 2021, we have closed two private placement financings (the “Financings”) by issuing a total of 833,333 shares of our common stock (the “Shares”) for gross proceeds of $673,000. The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. The funds we have raised in the above Financings are not sufficient to bring our Duesenberg EV and Duesenberg Heritage vehicle production plans to completion, and we will require additional funding. We cannot assure the reader that we will be successful in securing the further funding as required.

Recent Corporate Events

The following corporate developments have occurred during the third quarter ended July 31, 2021, and up to the date of the filing of this Quarterly Report:

Management Changes

On May 11, 2021, Mr. Ian G Thompson  resigned from his position as the Chief Technical Officer of Duesenberg Inc. in order to pursue other personal and business commitments. Mr. Thompson has confirmed that he has no disagreement with the Company’s management and board of directors and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

On August 30, 2021, Mr. Thompson agreed to convert the full amount we owed to him at resignation, being $50,323, into 209,677 shares of our common stock. The conversion of debt was approved by the directors of the Company on September 10, 2021.

Debt Restructuring

On July 16, 2021, Hampshire Avenue, our major shareholder, agreed to convert a total of $24,126 we owed for cash advances provided to us by Hampshire Avenue into 62,828 shares of our common stock.

Engagement of Veritas Consulting Group Inc. for Corporate Consulting and Investor Relation Services

On June 24, 2015,22, 2021, we formedengaged Veritas Consulting Group Inc. (“Veritas”) to provide corporate consulting and investor relation services. We agreed to pay Veritas $15,000 a subsidiary, Vgrab International Ltd., (the “Subsidiary”, or “Vgrab International”) undermonth for these services. The agreement is for one year with either party having the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The main focus of the Subsidiary isright to continue development of the Vgrab Applications and the Vmore Platform, and start their market penetration in Southeast Asia.terminate upon thirty-days’ notice.

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Our business involves the development of mobile applications for merchant and consumer use.  We are working on development of two different types of mobile applications, an application designed for consumers (the “Vgrab Application”) and an application designed for merchants (the “Vgrab Merchant Application”). In addition we are also working on development of an online platform to sell online goods (the “Vmore Platform”), and a new video service portal, Vmore Video, which will focus on filming and supplying HD and 360-degree short videos with an emphasis on sports and extreme sports.

Our applications and the platform will be able to connect both consumer and business in a seamless way bringing significant value and exclusivity. By improving Vgrab technology we will be able to filter information about consumer and merchant browsing behavior. This will allow our customers to create and save electronic shopping lists including available to them vouchers without a need to print or cut coupons. In addition, our cloud sharing technology will be able to deliver to our customers and merchants various information packages.

Our primary markets for our products are currently located in Asia, focusing mainly on Malaysia.

During January 2018, our new management team led byregistered shareholder, Mr. Lim Hun Beng,Kaishen (the “Shareholder”), has entered into an agreement with Veritas for the Company’s Presidentgeneral business development consultation services to be provided to us in exchange for 300,000 shares of our common stock that were held by the Shareholder. This agreement is for one year with either party having the right to terminate within the first three months of services provided. The Shareholder transferred 150,000 shares upon signing the agreement and Chief Executive Officer, togetheragreed to transfer remaining 150,000 shares after three months of services have been provided. Upon transfer, the shares will remain restricted under rule 144. We agreed to reimburse the Shareholder for the shares he has provided to Veritas on a one for one basis, provided the services have been rendered.

The services to be provided by Veritas include (i) corporate consulting by way of introductions to financial relations companies and financial services; (ii) communicating with Mr. Liong Fook Weng,our existing shareholders; and (iii) introduce the Company’s Chief Financial Officer, conducted an overall reviewCompany to various securities dealers, investment advisors, analysts, funding sources, and other members of the Company’s strategic plansfinancial community, and (iv) generally assist us in our efforts to enhance our visibility in the financial community. Veritas is a New York, Wall Street-based Company made up of seasoned veterans with a viewdecades of public market experience and the passion to complement and enhance the current and new business plans andsee companies achieve their goals.

The management decided thatEngagement of Hampshire Automotive Sdn Bhd to Provide Engineering and Computer Drafting Services

On April 16, 2021, Duesenberg Malaysia Sdn Bhd., engaged Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”), a private company of which Mr. Joe Lim is a 33% shareholder, to assist the Company will retain its current core business strategies which comprise Vgrabwith engineering and Vmore marketingdrafting of the Duesenberg Heritage vehicles. As part of the services, Hampshire Automotive agreed to convert the existing Duesenberg heritage car drawings and advertising platforms; in addition,parts the new management team sees an opportunity to add several additional business unitsCompany acquired previously into 3D digital drawings, which will allow expanding the current business platforms, directly or through strategic partnerships,then be used as a blueprint for manufacturing new vehicles. The Company agreed to new markets. Some of the markets that the Company is considering are healthy lifestylespay Hampshire Automotive approximately $760,000 (RM3,200,000) for its services, which will include 3D digital drawings, Vehicle Technology Development, Propulsion System and ecommerce, as well as geographical expansion to South East AsiaElectrical Architecture, and China.  The development of the new business strategies will begin in the second quarter of our Fiscal 2018.Vehicle Attribute Engineering and Optimization.

In February and early March 2018, we have started discussions with several clients in USA, Malaysia and China on strategic partnerships for the ecommerce and advertising platform. The management expects to finalize the agreements before the 3rd Quarter of our Fiscal 2018.

Summary of Financial Condition

Results of Operation

Our operating results for the three monthsthree-and nine-month periods ended JanuaryJuly 31, 20182021 and 20172020, and the changes in the operating results between those periods are summarized in the table below.

Three and Nine Months Summary

Revenue

Revenue

During the three-monththree- and nine-month periods ended JanuaryJuly 31, 20182021, we generated $7,223 and 2017 we did not have any$21,925, respectively, in revenue generating operations and we can provide no assurances that we will be able to generate enough cash flow from our operationsSMART Systems software licensing and maintenance of the applications required to supportrun SMART Systems (2020 - $7,092 for three- and nine-month periods ended July 31, 2020, respectively). Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,002 and $9,032, respectively, from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which is managed by Shanghai Duesenberg Marketing Planning Co Ltd, our ongoing operations.second customer (2020 - $Nil for three- and nine-month periods ended July 31, 2020, respectively). Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,450), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

Operating Expenses

Our operating expenses for the three-monththree- and nine-month periods ended JanuaryJuly 31, 20182021 and 20172020, consisted of the following:

During the three-month period ended JanuaryJuly 31, 2018,2021, our operating expenses increased by $92,096$225,585 or 458%178% from $20,129,$126,542, for the three months ended JanuaryJuly 31, 2017,2020, to $112,225$352,127 for the three months ended JanuaryJuly 31, 2018.2021. The most significant change in our operating expenses was associated with $155,285 in research and development costs we incurred for the increase indigitization of the drawings and the blueprints of Duesenberg Heritage vehicles, which we commissioned from Hampshire Automotive; during the comparative period ended July 31, 2020, our research and development costs of $90,000 whichwere $11,307. The second largest change to our operating expenses was associated with continued development of$128,970 in salaries and wages we paid or accrued to our Vgrabemployees and Vmore platforms. Thismanagement, a $61,403 increase, was augmented by increased accounting,as compared to $67,567 we incurred during the three-month period ended July 31, 2020. Our general and administrative expenses increased by $16,209 to $39,720, as compared to $23,511 we incurred during the three-month period ended July 31, 2020, of the total spent on general and administrative expenses, corporate

During the three months ended JanuaryJuly 31, 2017, to $4,386 for the three months ended January 31, 2018.

Other Items

During the three-month period ended January 31, 2018,2021, we recorded $20,159 (2017$1,720 (2020 - $5,623)$3,407) in interest expense and $559 in realized foreign exchange lossesloss (2020 - $71) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and CanadianHong Kong currencies.

During the same periodnine months ended July 31, 2021, we recorded $459 (2017$9,346 (2020 - $Nil)$8,923) in interest expense, of which $5,435 (2020 - $6,047) was associated with ourthe liabilities under the notes payable we issued to our major shareholder.shareholder, and $3,800 (2020 - $2,876) was accrued on the third-party notes payable; we also recorded $110 in realized foreign exchange gain (2020 - $15 loss) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the nine months ended July 31, 2020, we recognized a $22,801 impairment on deposit paid by our subsidiary, VGrab Asia, to a vendor, as underlying agreement to supply certain commodities the Company acquired for trading fell through. We did not have similar transactions during the current period ended July 31, 2021.

Translation to Reporting Currency

Changes in translation to reporting currency result from a differencedifferences between our functional currency,currencies, being the Canadian dollar for the parent Company, Malaysian Ringgit for Duesenberg Malaysia, and Hong Kong Dollar for Duesenberg Evolution, and our reporting currency, being the United States dollar, anddollar. These differences are caused by fluctuation in foreign exchange rates between the twofour currencies as well as different accounting treatments between various financial instruments. During the three- and nine-month periods ended July 31, 2021, we recognized $9,237 and $35,915 loss on translation to reporting currency, as compared to $3,432 loss and $22,580 gain we recognized for the three- and nine-month periods ended July 31, 2020.

Liquidity and Capital Resources

GOING CONCERN

The unaudited interim condensed consolidated financial statements included in this Quarterly Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We havestarted generating operating revenue in the third quarter of our fiscal 2020, however, this revenue is not generated any revenues from operations since inception, have never paid any dividends and are unlikelysufficient to support our operating expenses, and/or to enable us to pay dividends, ortherefore, it is unlikely that we will be in position to generate significant earnings or to pay dividends to our shareholders in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

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Based uponon our current plans, we expect to incur operating losses in future periods. At JanuaryJuly 31, 2018,2021, we had a working capital deficit of $510,528$744,825 and accumulated losses of $5,998,582$9,106,307 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. TheseOur unaudited interimcondensed consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Working Capital Deficit

During the three-monthnine-month period ended JanuaryJuly 31, 2018,2021, our working capital deficit increased by $117,542,$243,792, from $392,986$501,033 as at October 31, 2017,2020, to $510,528$744,825 as at JanuaryJuly 31, 2018.2021. The increase in the working capital deficit was primarily related to the decreasesan increase in our cash balancescurrent liabilities of $12,218 and prepaid regulatory expenses of $573.  At the same time our accounts$372,717. This change was associated with a $519,097 increase in amounts payable increased by $85,321 due to lack of cash to pay our vendors, mainly on account of amounts due for the design fees of our Duesenberg EV, and a $37,536 increase in notes payable we issued to our lenders. These increases were offset by a $179,945 decrease in the amounts due to our related parties associated with a conversion to Shares of $77,103 we owed to Mr. Lim on account of unpaid salary and reimbursable expenses, and a conversion to Shares of $410,076 we owed to Hampshire Avenue under the 4% notes payable. Our accrued liabilities decreased by $3,971. The increase in our current liabilities was partially offset by an increase in our current assets of $128,925 which resulted from cash we received on closing of two concurrent private placement financing whereby we issued a total of 833,333 shares for gross proceeds of $673,000, and an increase to a prepaid expense of $92,790, which was associated with advance payment of future wages and other reimbursable expenses we made to Mr. Joe Lim. In addition, our receivables increased by $17,999, which$19,850 and were in part associated with advances we receivedGST receivable on Canadian operations, and with the amounts to be collected from our major shareholder to partially pay down our largest vendors.customers.

Cash Flows

Net cash used in operating activities

During the three-monthnine-month period ended JanuaryJuly 31, 2018,2021, we used $28,303$768,614 to support our operating activities. This cash was used to cover our cash operating expenses of $111,649,$1,380,536, to increase our receivables by $19,796, and to increase our GST recoverableprepaids by $5.$92,218. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $82,651,$511,854, an increase to accrued salaries payable to our management team of $202,729, and increases inby an increase to amounts due to our prepaid expensesrelated parties of $700.$9,353.

During the three-monthnine-month period ended JanuaryJuly 31, 2017,2020, we used $38,879$128,591 to support our operating activities. This cash was used to cover our cash operating expenses of $25,752,$330,679 and, to increase our prepaid expenses and GST recoverable by $7,429 and $684, respectively, and to decreases$3,134. These uses of cash were offset by $5,848 increase in our accounts payable, $38,713 increase in amounts due to related parties for reimbursable expenses, and by $160,661 increase to accrued liabilities by $5,014.salaries payable to our CEO and CFO.

Non-cash operating activities

During the three-monthnine-month period ended JanuaryJuly 31, 2018,2021, we recorded $20,735$5,435 in interest on our notes payable to Hampshire Avenue and $3,800 in interest to third-party lenders under notes payable. In addition, we recorded $562 in amortization of our office equipment, and $34,106 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

During the nine-month period ended July 31, 2020, we recorded $22,801 in impairment of our deposits, and $5,566 in foreign exchange fluctuation between the US, Canadian, currenciesMalaysian, and $459Hong Kong currencies. We recorded $6,047 in interest associated withon our liabilities under the notes payable to Hampshire Avenue and $2,876 in interest on CAD$83,309 we issuedreclassified from current debt to long-term debt. In addition, we recorded $3,503 in amortization of our major shareholder.office equipment.

Net cash used in investing activities

During the nine-month period ended July 31, 2021, we used $2,760 to acquire computers and other office equipment. We did not have any investing activities during the nine months ended July 31, 2020.

Net cash provided by financing activities

During the three-monthnine-month period ended JanuaryJuly 31, 2018,2021, we received $15,940 as proceeds from the$95,152 under loan agreements with Hampshire Avenue SDN BHD,Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed $29,000 from third-party-lenders under 4% demand notes payable. During the nine-month period ended July 31, 2021, we received $673,000 in proceeds from two separate private placement financings by issuing a parent companytotal of 833,333 shares of our common stock. We paid $9,705 in share issuance costs associated with these private placements.

During the nine-month period ended July 31, 2020, we received net $125,875 under loan agreements with Hampshire Group.Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.

We did not have any financing activities during the three-month period ended January 31, 2017.

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Capital Resources

Our ability to continue the development and marketing of the VgrabVGrab Applications, Vmore Platform,SMART Systems, VGrab WeChat Application, as well as commencement of the development of Duesenberg EV and Vmore VideoDuesenberg Heritage vehicles, is subject to our ability to obtain the necessary funding. We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital.  If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

As of JanuaryJuly 31, 2018,2021, we had cash on hand of $3,669$28,000 and working capital deficit of $510,528,$744,825, which raises substantial doubt about our continuation as a going concern. During the nine-month period ended July 31, 2021, we closed two concurrent private placement financings for net proceeds of $663,295, however, these funds will not be sufficient to complete our current business plans, and we will require additional financing.

We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Vgrab Applications.VGrab products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Critical Accounting Policies

The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.  As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company," affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), or upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, 2017.2020. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

The Company’s interim condensed consolidated financial statements include the accounts of the Company and the Subsidiary.its subsidiaries. On consolidation, the Company eliminates all intercompany balances and transactions.

Internal-Use Software

The Company incurs costs related to the development of its Vgrab Applications, Vmore Platform as well as its website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where economic benefit of the software can be readily determined, are capitalized and included as part of intangible assets on the balance sheets. Additional improvements to the web site and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

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Foreign Currency Translation and Transaction

The Parent Company’s functional currency is the Canadian dollar, Duesenberg Malaysia’s functional currency is Malaysian Ringgit, and Duesenberg Evolution’s functional currency is Hong Kong dollar, the Company’s reporting currency is the United States dollar. VGrab International’s, Duesenberg NV’s, and Duesenberg Heritage functional and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-endreporting date exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on translation to the reporting currency are included in the other comprehensive income.

The Subsidiary’s functional and reporting currency is the United States dollar.

Foreign exchange gains and losses on the settlement of foreign currency transactions are included in foreign exchange expense. Except for translations of intercompany balances, all translations of monetary balances to the functional currency at the year endreporting date exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the year endreporting date exchange rate are included in accumulated other comprehensive income or loss.

Fair Value of Financial Instruments

Our financial instruments include cash, amounts receivable, accounts payable accrued liabilities,and accruals as well as notes payable and amounts due to related parties and loans payable.parties. We believe the fair value of these financial instruments approximateapproximates their carrying values due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash.cash, and amounts receivable.

At JanuaryJuly 31, 2018,2021, we had $3,669$12,369 in cash on deposit with a large chartered Canadian bank, of which $3,102 was insured.$15,170 in cash on deposits with a bank in Malaysia, and $461 in cash on deposits with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of thisthese financial institution.institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to our current size and lack of segregation of duties, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended JanuaryJuly 31, 2018,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on February 13, 2018.January 29, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.On March 9, 2021, we entered into debt settlement agreements (the “Agreements”) with Mr. Lim Hun Beng, the Company’s CEO, President and the majority shareholder, and Hampshire Avenue SDN BHD, the Company’s major shareholder, (together referred here as the “Debt Holders”), whereby we proposed and the Debt Holders agreed to convert a total of $463,053 owed to the Debt Holders into 617,404 restricted common shares (the “Shares”) of the Company.

On July 20, 2021, Hampshire Avenue SDN BHD, agreed to convert further $24,126 we owed on account of cash advances provided to us as at April 30, 2021, into 62,828 Shares.

The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”). The subscribers represented that they were not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that they were “accredited investors” as that term is defined under National Instrument 45-106 -Prospectus and Registration Exemptions.

On April 9, 2021, we closed a private placement financing by issuing 233,333 Shares at $0.75 per share for gross proceeds of $175,000. The Shares were issued pursuant to the provisions of Regulation S of the Act to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

On April 15, 2021, we closed a private placement financing by issuing 600,000 Shares at $0.83 per share for gross proceeds of $498,000. We paid $9,705 in share issuance costs associated with this private placement. The Shares were issued pursuant to the provisions of Regulation S of the Act to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

On September 10, 2021, Mr. Thompson, our former CTO agreed to convert the full amount we owed him at his resignation, being $50,323, into 209,677 Shares. The shares were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act, as Mr. Thompson confirmed that he qualifies as “accredited investors” as that term is defined under Regulation D of the Act.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following table sets out the exhibits either filed herewith or incorporated by reference.