VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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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 statements.

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VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020APRIL 30, 2021

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015,November 1, 2019, Duesenberg Technologies Inc. (formerly, VGrab Communication Inc.) (the “Company”) incorporated Duesenberg Inc., a Nevada corporation (the “Duesenberg Nevada”), with a purpose to undertake the development of Electric Vehicles (“EV”) using the Duesenberg brand and its VGrab Technology and applications based on the VGrab technology.

On December 23, 2020, the Company entered into a software purchase agreement with Hampshire Capital Limitedchanged its name to Duesenberg Technologies Inc. (the “Vendor”“Name Change”) to acquire. To effect the Vgrab Software Application (“Vgrab Application”). The Vgrab Application is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants.

Following the acquisition of the Vgrab Application,Name Change, the Company developed Vgrab Smart Systems (“SMART Systems”), which integrate leading-edge information technologiesfiled a Notice of Alteration with existing orthe British Columbia Registrar of Companies. On December 30, 2020, the Company’s common shares commenced trading on the OTC Markets under the new products and processes across multiple operating platforms, and developed a prototype vending machine with SMART Systems at its core.ticker symbol DUSYF.

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

* On May 12, 2021, the Company renamed VGrab Communications Malaysia Sdn Bhd to Duesenberg Malaysia Sdn Bhd.

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, 2019,2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2020.2021. 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, 2019,2020, 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 threethree- and nine monthssix-month periods ended July 31, 2020,April 30, 2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2020.2021.

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 $38,133 in revenue from its operating activities and has accumulated losses of $8,762,126 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 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 to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

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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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Revenue recognition

Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services.

Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

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) Amounts are unsecured, due on demand and bear interest at 4% per annum.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company recorded $6,047 (2019$5,164 (2020 - $7,148)$3,609) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company received $130,842 (2019$95,153 (2020 - $219,426)$92,399) in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a 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 same period, the Company repaid $4,967 (2019 - $48,743) in loans advanced from Hampshire Avenue. During the fourthsecond quarter of the Company’s Fiscal 2019,2021, Hampshire Avenue agreed to convert a total of $263,798,$385,950, the Company owed at January 31, 2021, consisting of principal amount of $258,244$368,961 and interest accrued of $5,554$16,989 into 1,465,546514,600 shares of the Company’s common stock at $0.18$0.75 per share (Note 6). These shares were issued on January 8, 2020.March 9, 2021. During the six-month period ended April 30, 2020, the Company repaid $4,967 in loans advanced from Hampshire Avenue; these payments were made in cash.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company incurred $89,256 (2019 – $90,577)$60,300 (2020 - $60,137) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $18,864 (2019$14,713 (2020 - $21,773)$14,456) 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 at $0.75 per share (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 $37,224 to the accrued salaries and reimbursable expenses the Company owed to Mr.

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Lim as at April 30, 2021. The remaining $125,015 advanced to Mr. Lim the Company recorded as part of prepaid expenses.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company incurred $71,405 (2019 – $72,462)$48,240 (2020 - $48,110) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO, and director. In addition, the Company incurred $1,849 (2019$2,367 (2020 - $3,977)$1,403) in reimbursable expenses with Mr. Liong.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company incurred $18,000 (2019$12,000 (2020 - $Nil)$12,000) in management fees to its director, Mr. Ong See-Ming.

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company incurred $52,500 (2020 - $Nil) in management fees to its CTO, Mr. Ian Thompson.

During the six-month period ended April 30, 2021, the Company incurred $52,500 (2020 - $Nil) in management fees to its CSO, Mr. Brendan Norman.

During the six-month period ended April 30, 2021, a non-arms’ length entity paid the Company $7,092$14,702 in revenue from its SMART Systems software licensing and maintenance of the applications required to run SMART Systems.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at July 31, 2020April 30, 2021 and at October 31, 20192020 are as follows:

NOTE 5 - LONG-TERM DEBTNOTES PAYABLE

On July 31, 2019, one of the vendors of the Company agreed to defer repayment of CAD$83,309 the Company owed to the vendor. The deferred amount accrues interest at 6% per annum compounded monthly, is unsecured, and is payable on or after August 31, 2021.

2021 (the “6% Note Payable”). During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, the Company accrued $2,876$2,125 in interest on the long-term debt (20196% Note Payable (2020 - $Nil)$1,907). As at July 31, 2020,April 30, 2021, the Company owed a total of $65,994$75,301 under its long-term debt obligation to the vendor (20196% Note Payable (2020 - $64,259)$67,429).

During the six-month period ended April 30, 2021, the Company received $29,000 in exchange for 4% notes payable due on demand (the “4% Notes Payable”). The Company accrued $312 in interest on the 4% Notes Payable (2020 - $Nil). As at April 30, 2021, the Company owed a total of $29,309 under the 4% Notes Payable (2020 - $Nil).

NOTE 6 - COMMON STOCK

On October 31, 2019,April 9, 2021, the Company’s board of directors resolved to grant 133,333Company closed a private placement financing by issuing 233,333 shares of its common stock to Mr. Ong See-Ming(the “Shares”) at $0.75 per Share for services providedgross 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 Company. The fair valueprovisions of these shares was calculatedRegulation S of the United States Securities Act of 1933, as amended (the “Act”) to be $29,333the persons who are not residents of the United States and was recordedare otherwise not “U.S. Persons” as management fees forthat term is defined in Rule 902(k) of Regulation S of the year ended October 31, 2019. The shares were issued on November 4, 2019.Act.

DuringOn March 9, 2021, Mr. Lim, the Company’s fourth fiscal quarter of 2019,President, CEO and major shareholder, and Hampshire Avenue SDN BHD, the Company’s debt holdersmajor shareholder, agreed to convert a total of $923,798, representing a part or all of the debt owed to them by$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.

stock at $0.75 per share (Note 3). The conversion of debt to shares was as follows:

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(1)  The gainloss on conversion of debt to shares with related partyparties was recorded as part of additional paid-in capital for the year ended October 31, 2019. The $115,000 loss on conversion of third-party debt was recorded during the year ended October 31, 2019.capital.

(2)  The above shares were issued on January 8, 2020.

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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 acceptance of our proprietary software application; and other risks and uncertainties as set forth in “Part II - Item 1A - Risk Factors.”

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 the competitive environment;  

·we will be able to access sufficient qualified staff; and 

·there will be no material changesother uncertainties, all of which are difficult to the taxpredict and other regulatory requirements governing us.many of which are beyond our control. 

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 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.annual 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 condensed 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, 2019,2020, 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.

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation.”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 Venza 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 CoreComm Solutions Inc., and on February 11, 2015, we changed our name to VGrab Communications Inc., and on December 23, 2020, we changed our name to reflect our current business.Duesenberg Technologies Inc.

On February 10, 2015, we completed an acquisition of the VGrab software application (the “VGrab Application”) pursuant to the terms of a software purchase agreement dated January 8, 2015 (the “Software Purchase Agreement”) between us and Hampshire Capital Limited (“Hampshire”). The VGrab 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 we have the following subsidiaries:

On June 24, 2015, we formed 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 International was to continue development of the VGrab Application and continue its market penetration in Southeast Asia.  As of the date of this Quarterly Report on Form 10-Q, VGrab International is used as a holding company as most ofall the business operations were moved to VGrab Communications Malaysia Sdn Bhd, (“VGrab Malaysia”), which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia.Malaysia and on May 12, 2021, renamed to Duesenberg Technologies Malaysia Sdn Bhd (“Duesenberg Malaysia). The main business objective of VgrabDuesenberg Malaysia is to facilitate online promotions, advertising and e-commerce.

Since its incorporation, VGrabDuesenberg Malaysia has been working on the development of Vgrab Smart Systems (“its SMART Systems”). VGrab'sSystem prototype. VGrab’s new SMART SystemsSystem 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"“QR Code”, VGrab Cloud Management System ("VCMS"(“VCMS”), and VGrab Database Management System ("VDMS"(“VDMS”). VCMS and VDMS will form the backbone of VGrab'sVGrab’s SMART Systems,System, integrating each future developed VGrab SMART Systems’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 (“VgrabVGrab Asia”). The main business objective of VgrabVGrab Asia is to facilitate online promotions, advertising and e-commerce to its potential customer basedbase in P.R.China.P.R. China. In addition, VGrab Asia is going to position itself as commodities trader to capture the current market trends in P.R. China.

On March 5, 2019, VGrab Asia entered into a mobile application development agreement with a group of private software developers from China (the “Vendor”) to develop a mobile software application (“VGrab WeChat Application”). VGrab WeChat Application is developed for use with smartphones in P.R.ChinaP.R. China using the WeChat Android and Apple iOS operating systems allowing users to sign up for memberships, deposit money, purchase products, redeem vouchers, upload media promotions onto the smartphones, etc...etc. On August 14, 2019, the VGrab WeChat Application was tested and completed for client usage.use.

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 Vending Machinespurpose 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 basedplanning 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 late 2021/early 2022. Based on the operating system developed by us,initial drafts, we commenced negotiations with various manufacturers required to continue the development and include VGrab Membership System (described above), and newly developed VGrab Online Transactions Management System (“VOTMS”), and VGrab Advertising Rotational Management System (“VARMS”). VOTMS is a software that supports transaction-oriented applications onmanufacturing of the Internet by integrating various existing online banks and e-Wallet systems. The VARMS software allows multiple advertisements in a single location either online or offline, providing our clients an ability to promote their businesses, products, or services, through rotating their marketing material with each new page load or advertising space allotted.required components for the Duesenberg’s EV.

Once COVID-19 restrictionsOn May 12, 2021, we changed the name of our wholly-owned subsidiary, VGrab Communications Malaysia Sdn Bhd, to Duesenberg Technologies Malaysia Sdn Bhd. The change was made to align the name of the subsidiary with the new corporate path which includes redesigning the VGrab Smart software application into an application capable of supporting the various Duesenberg/Duesey products and services.

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 six-month period ended April 30, 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 liftednot 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 intendhave raised in the above Financings are not sufficient to resumebring our negotiations for a three-year distribution agreementDuesenberg EV and Duesenberg Heritage vehicle production plans to distribute our Vending Machinescompletion, 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 second quarter ended April 30, 2021, and up to the date of the filing of this Quarterly Report:

Appointment of New Directors

On February 8, 2021, the Company’s board of directors appointed Mr. Allen Chee Wai Hong and Mr. Carl Jürgen Barth to act as directors of the Company.

Mr. Chee Wai Hong was born in Malaysia and Indonesia. At the same time, we are considering commercializationis a practicing Advocate & Solicitor in Malaysia. Mr. Chee graduated with a law degree from University of London and a Masters Degree in Business Administration (Finance) from Northern University of Malaysia. Mr. Chee is also a qualified Chartered Accountant being a Fellow of the Vending Machines through creating franchising opportunities.Association of Chartered & Certified Accountants (United Kingdom), member of Malaysian Institute of Accountants, as well as a member of the Malaysian Bar. Mr. Chee practices actively in the area of corporate law and litigation and has advised extensively many publicly listed companies in Malaysia and Singapore. He has helmed executive and independent directorship positions in several publicly listed companies in Malaysia.

Mr. Jürgen Barth hails from Thum, Saxony, Germany and is a German engineer and successful race car driver. Mr. Barth won the 1977 24 Hours Le Mans in a Porsche 936, the 1980 1,000 km Nürburgring and the 2014 CER Championship with a Porsche 911 Carrera RSR 3.0. In 1982 Mr. Barth served as Director of Porsche Customer Racing and headed a new department in Weissach for the manufacture and sale of Porsche Groupe C and 911 race cars. Mr. Barth served as President of the FIA Sports Car Commission from 1982-1986, is the originator of the OSCAR Organization for Groupe C racing, 1984-1989, is a Permanent Steward of the German DTM Championship, and from 1999 to 2015 was the representative of the Manufactures in the FIA Historic Commission as well as the 2017 Race Director for the LMP3 Series in China, just to list a few of his accolades. Mr. Barth is also a distinguished author having written over 10 books about Porsche Racing Cars with the most important being “The Porsche Book”, a 3 Volume and 1,550-page set.

Appointment of New Officers

On January 15, 2021, Duesenberg Nevada entered into employment agreements with Mr. Brandan Norman, who has agreed to assume the position of Chief Strategy Officer with Duesenberg NV, and with Mr. Ian Thompson, who has agreed to assume the position of Chief Technical Officer with Duesenberg NV.

Mr. Brendan Norman brings to Duesenberg NV extensive experience in the Automotive and Business Development sector. Mr. Norman is currently on the Board of H2X Australia, a sustainable vehicle and heavy equipment company founded on the principles of being absolutely sustainable, using renewable materials, and focused on green hydrogen, green electricity, and on all sources of kinetic energy. Mr. Norman played an instrumental role in setting up Asia-Pacific subsidiaries for such well known automotive giants as Volkswagen Group, BMW Group, and Infiniti. Mr. Norman received his Bachelor of Business (Accounting) degree from Deakin University, Australia in 1992, and Graduate Diploma in Business Systems from Monash University, Australia in 1998. Mr. Norman’s mission is “To improve on process, products and delivery; and improve the effects upon the world we live in: be that in terms of sustainable use of materials, sustainable development of products and making life better for the people employed, buying or just around the edges – everyone”.

Mr. Thompson is an experienced and dedicated automotive engineering professional. Mr. Thompson’s key objective is to help continuously improve the automotive industry to meet and exceed customer expectations in every regard. Mr. Thompson’s areas of expertise are full vehicle design, development, production, type approval, intellectual property and innovation. Mr. Thompson is also on the Board of H2X Australia and comes to Duesenberg NV from Grove Hydrogen Automobiles, having served this company in the position of Chief Engineer since 2018. Prior to this position, Mr. Thompson has worked with various automotive manufacturers, including Rover Group, Group Lotus, Maserati, Alfa Romeo and Karma. During his career he

has worked on vehicles like Lotus Elise, Exige, M250, Aston Martin Vanquish, Opel Speedster, Tesla Roadster, Alfa Romeo Julia and Stelvio, and Karma Revero GT. Mr. Thompson received his Bachelor of Science – Mechanical Engineering from Tile Hill College, UK in 1989, and Master of Science in Design, Manufacture, and Management from the University of Hertfordshire, UK in 2002.

Debt Restructuring

On March 9, 2021, Mr. Lim, our President and CEO, and Hampshire Avenue, our major shareholder, agreed to convert a total of $463,053 we owed on account of services and cash advances provided to us into 617,404 shares of our common stock at $0.75 per share.

Private Placement Financings

On April 9, 2021, we closed a private placement financing by issuing 233,333 shares of our common stock (the “Shares”) at a price of $0.75 per Share for total proceeds of  $175,000. On April 15, 2021, we closed a second private placement financing by issuing 600,000 Shares at a price of $0.83 per Share for total 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 proceeds received from the both financings will be used to support development of Duesenberg EV, as well as for day-to-day operations.

Summary of Financial Condition

Results of Operation

Our operating results for the three-and six-month periods ended April 30, 2021 and 2020, and the changes in the operating results between those periods are summarized in the table below.

Three and Six Months Summary

Revenue

During the quarterthree- and six-month periods ended July 31, 2020,April 30, 2021, we started generatinggenerated $7,329 and $14,702, respectively, in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our CEO and President is a

50% shareholder. In addition, we generated $2,997 and $6,030, 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 second customer. 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 be payingallow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350) for licensing and technical support2,450), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of the SMART Systems they are using in their business. During the three- and nine-month periods ended July 31, 2020, we generated $7,092 in revenue with Duesey Coffee.

Summary of Financial Condition

Results of Operation

Our operating results for the three and nine months ended July 31, 2020 and 2019, and the changes in the operating results between those periods are summarized in the table below.

Three and Nine Months Summary

RevenueUSD$1,000.

During the three-month periodthree- and six-month periods ended July 31,April 30, 2020, we started generatingdid not generate revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our CEO and President is 50% shareholder. Duesey Coffee will be paying us a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350) for licensing and technical support of the SMART Systems they are using in their business. During the three- and nine-month periods ended July 31, 2020, we generated $7,092 in revenue with Duesey Coffee.WeChat Online product.

Operating Expenses

Our operating expenses for the threethree- and nine monthssix-month periods ended July 31,April 30, 2021 and 2020, and 2019, consisted of the following:

During the three-month period ended July 31, 2020,April 30, 2021, our operating expenses increased by $6,846$145,017 or 6%125% from $119,696,$115,809, for the three months ended July 31, 2019,April 30, 2020, to $126,542$260,826 for the three months ended July 31, 2020.April 30, 2021. The most significant change in our operating expenses was associated with decreased$170,339 in salaries and wages we incurred throughpaid or accrued to our subsidiary, Vgrab Malaysia, which decreased by $22,390 from $89,957employees and management, an $89,648 increase, as compared to $80,691 we incurred during the three-month period ended July 31, 2019,April 30, 2020. The second largest change to $67,567our operating expenses was associated with increased general and administrative expenses of $48,757 (2020 - $11,664), of which corporate communication fees accounted for $35,682 (2020 - $129) and the administrative fees accounted for $11,918 (2020 - $10,869). Other notable expenses included $16,687 in professional fees, which increased by $14,698 from $1,989 we incurred during the three-month period ended July 31,April 30, 2020; the$6,000 in management fees, which did not change in salariescomparison to the three-month period ended April 30, 2020; and wages was mainly associated with governmental assistance Vgrab Malaysia received under COVID-19 Economic Stimulus Package available to qualified employers$3,180 in Malaysia, and due to fluctuation of foreign exchange rates,accounting fees, which effected salaries and reimbursable expenses accrued to our CEO and CFO, which are set in US dollars. Other notable differences were associated with software development fees and management fees, which,decreased by $2,021, from $5,201 we incurred during the three-month period ended July 31, 2020, were $11,307 and $6,000, respectively, and increased general and administrative expenses, and regulatory and filing fees, which, during the three-month period ended July 31, 2020, increased by $10,382 and $7,288,  to $23,511 and $11,454, respectively. These increases were partially offset by $5,020 reduction in travel and entertainment fees to $182 for the three-month period ended July 31, 2020, and $1,193 reduction in accounting fees to $2,193 for the three-months ended July 31,April 30, 2020.

During the nine-month period ended July 31, 2020,On a year-to-date basis, our operating expenses decreasedincreased by $5,171$805,538 or 1%366% from $351,996,$220,283 for the ninesix months ended July 31, 2019,April 30, 2020, to $346,825$1,025,821 for the ninesix months ended July 31, 2020.April 30, 2021. The most significant change in our operating expenses was associated with decrease$618,908 in research and development costs we incurred for the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme. Our salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which decreasedincreased by $37,099$106,115 from $257,315$152,649 we incurred during the nine-monthsix-month period ended July 31, 2019,April 30, 2020, to $220,216$258,764 we incurred during the nine-monthsix-month period ended July 31, 2020, theApril 30, 2021. Other notable expenses included $12,000 in management fees, which did not change in salaries and wages was mainly associated with governmental assistance Vgrab Malaysia received under COVID-19 Economic Stimulus Package availablecomparison to qualified employersthe six-month period ended April 30, 2020; $8,492 in Malaysia, and dueaccounting fees, which increased by $3,564 as compared to fluctuation of foreign exchange rates, which effected salaries and reimbursable expenses accrued to our CEO and CFO, which are set in US dollars. In addition, our travel and entertainment costs decreased by $11,273, from $20,362$4,928 we incurred during the nine-monthsix-month period ended July 31, 2019, to $9,089April 30, 2020; $21,301 in professional fees, which increased by $17,586 from $3,715 we incurred during the six-month period ended July 31,April 30, 2020, and professional$17,152 in regulatory fees, decreased by $1,153a $5,653 increase as compared to $6,911. These decreases$11,499 we incurred during the six-month period ended April 30, 2020.

The above increases were in part offset by increased  regulatory fees of $22,953,decreased travel and entertainment expenses, which during the three- and six-month periods ended April 30, 2021, totaled $620 and $910, respectively, as compared to $16,396$5,141 and $8,907 we incurred during the nine-month periodcomparative periods in our fiscal 2020, this decrease was associated with reduced travel requirements associated with COVID-19 travel bans imposed by various federal governments. In addition, our

amortization expense decreased by $1,079 and $2,067 for the three- and six-month periods ended July 31, 2019; generalApril 30, 2021, to $87 and administrative fees of $47,725 as compared to $38,650 we incurred during the nine-month period ended July 31, 2019 and $18,000 in management fees, the expense that did not exist in the comparative period.$304, respectively.

Other Items

During the three-month periodthree months ended July 31, 2020,April 30, 2021, we recorded $3,407 (2019$3,054 (2020 - $2,905)$2,996) in interest associated with our liabilities under the notes payable we issued to our major shareholderexpense and for long-term debt, and $71$673 in realized foreign exchange loss (2019gain (2020 - $81 gain)$2,896) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the nine-month periodsix months ended July 31,April 30, 2021, we recorded $7,626 (2020 - $5,516) in interest expense, of which $5,164 (2020 - $3,609) was associated with the liabilities under the notes payable we issued to our major shareholder, and $2,438 (2020 - $1,907) was accrued on the third-party notes payable; we also recorded $669 in realized foreign exchange gain (2020 - $56) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the six months ended April 30, 2020, we recordedrecognized 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 (2019 - $Nil); $8,923 (2019 - $7,148) in interest associated with our liabilities underthrough. We did not have similar transactions during the notes payable we issued to our major shareholder and for long-term debt, and $15 in realized foreign exchange loss (2019 - $81 gain) associated with the fluctuation in foreign exchange between the US, Canadian, Malaysian, and Hong Kong currencies.current period ended April 30, 2021.

Translation to Reporting Currency

Changes in translation to reporting currency result from differences between our functional currency,currencies, being the Canadian dollar for the parent Company, Malaysian Ringgit for Duesenberg Malaysia, and Hong Kong Dollar for VGrabVgrab Asia, and Malaysian Ringgit for VGrab Malaysia, and our reporting currency, being the United States dollar. These differences are caused by fluctuation in the foreign exchange rates between the four currencies as well as different accounting treatments between various financial instruments. During the three- and six-month periods ended April 30, 2021, we recognized $7,178 and $26,678 loss on translation to reporting currency, as compared to $33,675 and $26,012 gain we recognized for the three- and six-month periods ended April 30, 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. During ourWe started generating operating revenue in the third quarter ended July 31,of our fiscal 2020, we started generating revenue from our operations, however, this revenue is not sufficient enoughto support our operating expenses, and/or to enable us to pay dividends, therefore, as at July 31, 2020, it is unlikely that we will be in position to pay dividends or 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.

Based on our current plans, we expect to incur operating losses in future periods. At July 31, 2020,April 30, 2021, we had a working capital deficit of $952,121$406,160 and accumulated losses of $7,635,636$8,762,126 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. Our unaudited condensed 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 nine-monthsix-month period ended July 31, 2020,April 30, 2021, our working capital deficit increaseddecreased by $343,597,$94,873, from $608,524$501,033 as at October 31, 2019,2020, to $952,121$406,160 as at July 31, 2020.April 30, 2021. The increasedecrease in the working capital deficit was primarily related to an increase in our current assets of $413,722 which resulted from cash we received on closing of two concurrent private placement financing whereby we issued a $316,068total of 833,333 shares for gross proceeds of $673,000, and an increase to a prepaid expense of $130,657, which was associated with advance payment of future wages and other reimbursable expenses we made to Mr. Joe Lim. The increase in our current assets was offset by a $318,849 increase in current liabilities. This change was associated with a $501,688 increase in amounts payable to our related parties,vendors, mainly on account of accrued salariesamounts due for the design fees of our Duesenberg EV, and a $37,181 increase in notes payable we issued to our CEO and CFO, and for the advances we received from our major shareholder to support our ongoing operations. Thelenders. These increases were offset by a $212,714 decrease in the amounts due to our cash balance from $19,806related parties associated with a conversion to Shares of $77,103 we held in our banks at October 31, 2019,owed to $16,855Mr. Lim on account of unpaid salary and reimbursable expenses, and a conversion to Shares of $385,950 we held in our banks at July 31, 2020, and decrease in our prepaids and advances from $27,920 at October 31, 2019,owed to $8,103 at  July 31, 2020, also negatively affected our working capital.Hampshire Avenue for 4% notes payable. Our accrued liabilities decreased by $7,306.

Cash Flows

Net cash used in operating activities

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, we used $128,591$525,499 to support our operating activities. This cash was used to cover our cash operating expenses of $330,679$1,031,371, to increase our receivables by $10,298, and to increase our prepaid expensesprepaids by $3,134.$129,812. These uses of cash were offset by $5,848 increaseincreases in our accounts payable $38,713 increase in amounts due to related parties for reimbursable expenses, and by $160,661accrued liabilities of $490,795, an increase to accrued salaries payable to our CEOmanagement team of $81,899, and CFO.an increase to amounts due to our related parties for all other expenses of $73,287.

During the nine-monthsix-month period ended July 31, 2019,April 30, 2020, we used $164,266$93,129 to support our operating activities. This cash was used to cover our cash operating expenses of $352,571,$218,955, to increase our GST recoverableprepaid expenses and receivables by $405, to pay $4,073 towards future expenses,$4,500 and $88, respectively, and to decrease our accounts payable and accrued liabilities by $1,941.$5,692. These uses of cash were offset by $31,685$27,859 increase in amounts due to related parties for reimbursable expenses, and by $163,039$108,247 increase to accrued salaries payable to our CEO and CFO.

Non-cash operating activities

During the nine-monthsix-month period ended July 31,April 30, 2021, we recorded $5,164 in interest on our notes payable to Hampshire Avenue and $2,438 in interest to third-party lenders under notes payable. In addition, we recorded $304 in amortization of our office equipment, and $27,230 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

During the six-month period ended April 30, 2020, we recorded $22,801 in impairment of our deposits, and $5,566$1,099 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. We recorded $6,047$3,609 in interest on our notes payable to Hampshire Avenue and $2,876$1,907 in interest on CAD$83,309 we reclassified from current debt to long-term debt.owed under a third-party note payable. In addition, we recorded $3,503$2,371 in amortization of our office equipment.

During the nine-month period ended July 31, 2019, we recorded $7,148 in interest associated with our liabilities under the notes payable we issued to our major shareholder and $3,737 in amortization of our office equipment. In addition, $4,393 was associated with foreign exchange fluctuation between the US, Canadian, Hong Kong and Malaysian currencies.

Net cash used in investing activities

During the nine-monthsix-month period ended July 31, 2019,April 30, 2021, we used $5,515$2,760 to acquire computers and other equipment for our operations in Malaysia.office equipment. We did not have any investing activities during the ninesix months ended July 31,April 30, 2020.

Net cash provided by financing activities

During the nine-monthsix-month period ended July 31, 2020,April 30, 2021, we received net $125,875$95,153 under loan agreements with Hampshire 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 six-month period ended April 30, 2021, we received $673,000 in proceeds from two separate private placement financings by issuing a total of 833,333 shares of our common stock.

During the nine-monthsix-month period ended July 31, 2019,April 30, 2020, we received $167,661net $87,432 under loan agreements with Hampshire Avenue, a parent company of Hampshire Group.Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.