UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: July 31, 20212022

For the transition period from _______to_______

Commission File Number 000-54800

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

No 21, Denai Endau 3, Seri Tanjung, Pinang, 10470 Tanjung Tokong, Penang, Malaysia

(Address of principal executive offices) (Zip Code)

+1-236-304-0299

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of September 20, 2021,22, 2022, the number of shares of the registrant’s common stock outstanding was 45,616,043.51,674,002.

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TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED INTERIMCONDENSED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 20212022

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

Duesenberg Technologies Inc. (the “Company”) was incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation”. On April 15, 2011, the Company changed its place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed its name to Venza Gold Corp. On January 6, 2014, the Company changed its name to CoreComm Solutions Inc., on February 11, 2015, to VGrab Communications Inc., and on December 23, 2020, the name was changed to Duesenberg Technologies Inc.

The Company’s common shares trade on the OTC Markets inter-dealer quotation system under the ticker symbol DUSYF.

On November 1, 2019, Duesenberg Technologies Inc. (formerly, VGrab Communication Inc.) (the “Company”)the Company incorporated Duesenberg Inc., a Nevada corporation (the “Duesenberg(“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 May 21, 2021, the Company incorporated Duesenberg Heritage LLC, a Nevada corporation (the “Duesenberg(“Duesenberg Heritage”), with a purpose to reproduce very limited Duesenberg Heritage vehicles, Duesenberg Model J and Boat Tail series, which were originally manufactured in the 1920s and 1930s; such as the Duesenberg Model J and Boat Tail series.

On December 23, 2020, the Company changed its name to Duesenberg Technologies Inc. (the “Name Change”). To effect the Name Change, the Company filed a 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 new ticker symbol DUSYF.1930s.

As of the date of these interim condensed consolidated financial statements, the Company has the following wholly owned 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 interimcondensed 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, 2020,2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2021.February 15, 2022. 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, 2020,2021, 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- and nine-month periods ended July 31, 2021,2022, are not necessarily indicative of the results that may be expected for the year ending October 31, 2021.2022.

Going Concern

The Company’s interim condensed consolidated financial statements are prepared on 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 has generated a total of $48,358$88,196 in revenue from its operating activities and has accumulated losses of $9,106,307$10,644,052 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.

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Management plans to continue raising additional funds through equity and/or debt financing. The outcome

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of these efforts 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.

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.

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-month period ended July 31, 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 $95,152 (2020 - $130,842) 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 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, 2021,2022, the Company incurred $83,477 (2020$89,653 (2021 - $89,256)$83,477) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $21,878 (2020$24,199 (2021 - $18,864)$21,878) in reimbursable expenses with Mr. Lim. During the second quartersame period Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on behalf of the Company, and an additional $114,917 as subscription to common shares of the Company (Note 7). On February 24, 2022, Mr. Lim agreed to convert $102,628 the Company owed him into 513,140 shares of the Company’s FiscalCommon stock at $0.20 per share. During the comparative nine-month period ended July 31, 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, during the nine-month period ended July 31, 2021, 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, 2021,2022, the Company incurred $63,946 (2020$71,722 (2021 - $71,405)$63,946) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $3,145 (2020$9,700 (2021 - $1,849)$3,145) in reimbursable expenses with Mr. Liong.

During the nine-month period ended July 31, 2021,2022, the Company incurred $18,000 (2020 - $18,000)a total of $52,000 in managementmanagement/director fees to its director,directors, Mr. Ong See-Ming.

See-Ming, Mr. Chee Wai Hong, and Mr. Barth, who are reimbursed for their services at $2,000 per month. During the nine-month period ended July 31, 2021, the Company incurred $57,823 (2020 - $Nil)$18,000 in management/director fees with its director, Mr. Ong See-Ming.

On February 24, 2022, the Company’s board of directors resolved to grant to Mr. Chee Wai Hong and to Mr. Barth, each, 120,000 shares of its Common stock, at $0.20 per share. The value of these shares being $48,000, were recorded as part of management fees to its CTO,fees. On the same day, 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 agreementOng See-Ming agreed to convert the full amount$30,000 the Company owed to Mr. Thompson at his resignation, being $50,323,him on account of management fees into 209,677150,000 shares of the Company’s common stock.Common stock, at $0.20 per share. The Company did not have similar transactions during the nine-month period ended July 31, 2021.

During the nine-month period ended July 31, 2021,2022, the Company incurred $97,500 (2020$135,000 (2021 - $Nil)$97,500) in management fees to its CSO, Mr. Brendan Norman.

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During the nine-month period ended July 31, 2021,2022, the Company recognized $21,925$20,877 in revenue from licensing and maintenance of its SMART Systems applications to a non-arms’ length entity.company of which Mr. Lim is a 50% shareholder (2021 - $21,925).

On May 1, 2021, Duesenberg Malaysia Sdn Bhd., engagedDuring the nine-month period ended July 31, 2022, the Company incurred $620,103 (2021 - $Nil) to Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, to assist the Company withfor engineering and drafting of the Duesenberg Heritage vehicles. Asvehicles, which fees were recorded as part of the services, Hampshire Automotive agreed to convert the existing Duesenberg heritage carresearch and parts the Company acquired into 3D digital drawing, which will then be used to manufacture new vehicles. development fees.

During the nine-month period ended July 31, 2021, the Company paid Hampshire Automotive $154,217received $95,152 in exchange for the services,notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a private company of which Mr. Joe Lim is a director and major shareholder. The loans bore interest at 4% per annum, were unsecured and payable on demand. During the same period, the Company recorded $5,435 in interest expense associated with its liabilities under notes payable issued to Hampshire Avenue. During the second and third quarters of the Company’s Fiscal 2021, Hampshire Avenue agreed to convert a total of $410,285 into 577,428 common shares of the Company, and forgave the remaining balance totaling $758. The Company did not receive any funds from Hampshire Avenue nor had to accrue any interest during the nine-month period ended July 31, 2022.

During the nine-month period ended July 31, 2021, the Company incurred $52,500 in management fees to its former CTO, Mr. Ian Thompson, who resigned from his position as partthe CTO of research and development fees.the Company on May 11, 2021.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at July 31, 20212022 and at October 31, 20202021 are as follows:

NOTE 5 - NOTES 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 isfollowing amounts were due under third-party notes payable on 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).2022 and October 31, 2021:

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During the nine-month period ended July 31, 2021,2022, the Company received $29,000 in exchange for 4% notes payable due on demand (the “4% Notes Payable”). The Company accrued $605$3,428 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2021 - $3,194), and $907 (2021 - $605) in interest on the notes payable totaling $29,000, which accumulate interest at 4% Notes Payable (2020 - $Nil).compounded monthly. All notes payable to third-parties are unsecured and due on demand. As at July 31, 2021,2022, the Company owed a total of $29,605$77,750 under the 6% Note Payable (2021 - $76,987), and $30,811 under the 4% Notes Payable (2020(2021 - $Nil)$29,905).

NOTE 6 - COMMON STOCK

On April 9, 2021,February 24, 2022, the Company closed a private placement financing by issuing 233,3332,511,962 shares of its common stock (the “Shares”) at $0.75$0.20 per Share for gross proceeds of $175,000. $502,393. The Shares were issued to a company controlled by Mr. Lim Hun Beng, director and the majority shareholder, pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to a person who represented that it is not residents of the United States and was otherwise not “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

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On April 15, 2021,February 24, 2022, Mr. Lim, the Company’s President, CEO and major shareholder, and Mr. Ong See-Ming, the Company’s director, agreed to convert a total of $132,628 into 663,140 shares of the Company’s Common Stock at $0.20 per Share. Mr. Lim converted $20,550 he advanced in the form of vendor payments made by him on behalf of the Company, closedand $82,078 the Company owed to him for unpaid salary into 513,140 Shares. Mr. Ong converted $30,000 the Company owed to him for management fees into 150,000 Shares.

On February 24, 2022, the Company issued a second private placement financingtotal of 240,000 Shares to Mr. Chee Wai Hong and Mr. Barth, the Company’s directors (120,000 Shares each) in recognition of the services provided to the Company by them. The shares were valued at $48,000.

On February 24, 2022, the Company issued 150,000 Shares to an arms-length party for services provided to the Company during the year ended October 31, 2021, which were recorded at October 31, 2021, as obligation to issue Shares totaling $76,950.

On May 5, 2022, the Company entered into debt settlement agreement with an arm’s length contractor, for $51,500 the Company owed for unpaid consulting services. The Company agreed to settle the liability through cash payment of $25,000 and by issuing further 600,000 Shares at $0.83 per Sharethe vendor 350,000 shares of the Company’s common stock, which shares were issued on May 11, 2022. The transaction resulted in a loss on debt settlement of $20,415.

On June 17, 2022, the Company entered into a share subscription agreement with a company controlled by Mr. Lim Hun Beng, to issue 2,142,857 shares of the Company’s common stock, for the gross proceeds of $498,000.$289,791 (1,290,000 Malaysian Ringgit (“MR”) at $0.14 per share (0.602MR per share). The Company agreed to accept the total investment amount in six separate tranches. The Company closed the private placement on July 28, 2022, upon receipt of full subscription funds. 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 personsa person who arerepresented that it is not residentsa resident of the United States and arewas otherwise not “U.S. Persons”a“U.S. Person” 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.

NOTE 7 - SUBSEQUENT EVENT

On March 9, 2021,August 23, 2022, the Company entered into a share subscription agreement with Mr. Lim, the Company’s President, CEO and major shareholder, and Hampshire Avenue SDN BHD, the Company’s major shareholder, agreed to convertissue a total of $463,0536,458,333 Shares, for gross proceeds of 3,410,000 Malaysian Ringgit (“MR”) (approximately $759,720) at 0.528MR per share ($0.1176 per share). The Company agreed to accept the total subscription amount in four separate tranches, of which 510,000MR ($114,917) has been received during the quarter ended July 31, 2022. The Company owedwill issue the Shares only after the full subscription amount, as agreed in the subscription agreement, has been received, which is expected to be on account of services and cash advances provided to it as at January 31, 2021, into 617,404 shares of the Company’s common stockOctober 15, 2022 (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 Duesenberg Technologies Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “may,” and other similar expressions identify forward-looking statements. In 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 reflected in the forward-looking statements.  Factors that might cause such a difference include, 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, because they may affect our ability to raise money; 

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

·changes in regulatory requirements that adversely affect our business; and 

·other uncertainties, all of which are difficult to predict and 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.”

You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. Except as required by applicable securities laws, we undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this quarterly report. You should refer to and carefully review the information in future documents we file with the 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, 2020,2021, 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”. 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. On January 6, 2014, we changed our name to CoreComm Solutions Inc., on February 11, 2015, we changed our name to VGrab Communications Inc., and on December 23, 2020, we changed our name to Duesenberg Technologies Inc.

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, which we acquired in our fiscal 2016 year and continue its market penetration in Southeast Asia.  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,On November 25, 2021, we submitted an application to wind down VGrab International is being wound down as allwhich the business operations were moved toprocess was completed on February 28, 2022. At the time of wind-down, Vgrab International had no assets or liabilities.

On May 17, 2018, we incorporated Duesenberg Malaysia Sdn Bhd., which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia”)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’sDuesenberg’s new SMART System will consist of several modules, including VGrab MembershipsDuesenberg Membership system (formerly referred to as “VGrab Membership”), which will allow its users to sign up via internet or quick response code, also known as “QR Code”, VGrabDuesenberg Cloud Management System (“VCMS”DCMS”), and VGrabDuesenberg Database Management System (“VDMS”DDMS”). VCMSDCMS and VDMSDDMS will form the backbone of VGrab’sDuesenberg’s SMART System, integrating each future developed VGrabDuesenberg SMART System’s module into the platform. The Company is currently testing the development of the VGrabDuesenberg 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 basebased in P.R. China. In addition, Duesenberg Evolution is going to position itself as commodities trader to capture the current market trends in P.R. China.

On March 5, 2019, Duesenberg Evolution entered into a mobile application development agreement with a group of private software developers from China (the “Vendor”) to develop a mobile software application (“Duesenberg WeChat Application”, formerly referred to as “Vgrab WeChat Application”). Duesenberg WeChat Application is developed for use with smartphones in P.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. On August 14, 2019, the Duesenberg WeChat Application was tested and completed for client use.

In March of 2020 we completed development of the prototype VGrabDuesenberg 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-19COVID-

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”Nevada”). The purpose of Duesenberg NVNevada is to undertake the development of Electric Vehicle (“Duesenberg EV”) using the Duesenberg brand. We acquiredwere given the rights to use the Duesenberg trademark 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 VGrabDuesenberg SMART System as part of its operating system.

On January 8, 2021, Duesenberg NVNevada 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 2022.2023. 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.LLC under the laws of the State of Nevada (“DHL”Duesenberg Heritage”). DHL’sDuesenberg Heritage’s operations will be focused on reproducing very limited Duesenberg Heritageheritage 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 heritage vehicles from that era (as well as possibly converting them to electrical models) 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.tradesman.

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 year ended October 31, 2021, we closed two private placement financings for gross proceeds of $673,000; during the nine-month period ended July 31, 2021,2022, we have closed two private placementadditional financings (the “Financings”) by issuingfor a total of 833,333$792,184, and received $114,917 in subscription to shares of our common stock (the “Shares”) for gross proceeds of $673,000. The Shares were issued pursuantwhich we expect 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.finalize on or about October 15, 2022. The funds we have raised in the above Financingsfinancings 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, 2021,2022, and up to the date of the filing of this Quarterly Report:

Management ChangesPrivate Placement Financings

On May 11, 2021,June 17, 2022, we entered into a share subscription agreement with a company controlled by Mr. Ian G Thompson  resigned from his position asLim Hun Beng, our CEO, President, director and the Chief Technical Officermajority shareholder (“Mr. Lim”) to issue 2,142,857 shares 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 managementcommon stock, for gross proceeds of $289,791 (1,290,000 Malaysian Ringgit (“MR”)) at $0.14 per share (0.602MR per share). We agreed to accept the total investment amount in six separate tranches. The Company closed the private placement and boardissued the shares on July 28, 2022, on receipt of directors and therethe full subscription amount.

On August 23, 2022, we entered into a share subscription agreement with Mr. Lim, to issue a total of 6,458,333 Shares, for gross proceeds of 3,410,000 MR (approximately $759,720) at 0.528MR per share ($0.1176 per share). We agreed to accept the total subscription amount in four separate tranches, of which 510,000MR ($114,917) has been received during the quarter ended July 31, 2022. We will issue the Shares only after the full subscription amount, as agreed in the subscription agreement, has been received, which is no matter relating to his resignation that needsexpected to be brought to the attention of the shareholders of the Company.on October 15, 2022.

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,May 5, 2022, we entered into debt settlement agreement with Veritas Consulting Group Inc., an arm’s length contractor (“Veritas”), whom we engaged to provide consulting services under a 12-month consulting agreement formally entered into on June 22, 2021. We provided Veritas with a cancellation notice on September 30, 2021, Hampshire Avenue, our major shareholder,however, at the time of the cancellation notice, the Company was indebted to Veritas in the amount of $51,500 for services provided. Based on the  terms of the settlement agreement, the Company agreed to convert a total of $24,126 we owed forreimburse Veritas $25,000 in cash advances providedand to us by Hampshire Avenue into 62,828issue Veritas 350,000 shares of ourthe Company’s common stock.stock, which were issued on May 11, 2022. The transaction resulted in a loss on debt settlement of $20,415.

The securities issued pursuant to the debt settlement agreement with Veritas have not been registered under the United States Securities Act of 1933, as amended (the “Act”) and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

EngagementAppointment of Veritas Consulting Group Inc. for Corporate Consulting and Investor Relation ServicesNew Director

On June 22, 2021, we engaged Veritas Consulting Group Inc. (“Veritas”) to provide corporate consulting and investor relation services. We agreed to pay Veritas $15,000 a month for these services. The agreement is for one year with either party having the right to terminate upon thirty-days’ notice.

In addition, our registered shareholder, Mr. Lim Kaishen (the “Shareholder”), has entered into an agreement with Veritas for the general 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 agreed 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 our existing shareholders; and (iii) introduceJuly 6, 2022, the Company held its Annual General Meeting of shareholders. At the Meeting, the shareholders were asked, among other proposals, to various securities dealers, investment advisors, analysts, funding sources, and otherelect five members of the financial community,Company's Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified. Mr. Chee Wai Hong did not stand for re-election resulting in a vacancy on the Company’s board of directors. Mr. Chee's decision was not due to, and (iv) generally assist uswas not caused by, in our effortswhole or in part, any disagreement with the Company, whether related to enhance our visibility in the financial community. Veritas is a New York, Wall Street-based Company made up of seasoned veterans with decades of public market experience and the passion to see companies achieve their goals.

Engagement of Hampshire Automotive Sdn Bhd to Provide Engineering and Computer Drafting ServicesCompany's operations, policies, practices or otherwise.

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 assistAugust 1, 2022, the Company announced the appointment of Mr. Aernout Rents Bok to its Board of Directors effective July 28, 2022.

Mr. Reints Bok has extensive experience leading global teams and finding resolutions with engineeringissues related to IP, CT, R&D, Operations, Marketing and draftingSupply Chain. Mr. Reints Bok also consults on business development, change management, competence development, and assists with integrating new business units. Mr. Reints Bok has been employed by Signify (formerly Philips Lighting) & KLite  since 2009, and prior to that by Philips Semiconductors since 1995. Mr. Reints Bok received his Master’s Degree from Technical University of the Duesenberg Heritage vehicles. As part of the services, Hampshire Automotive agreed to convert the existing Duesenberg heritage car drawings and parts the Company acquired previously into 3D digital drawings, which will then be used as a blueprint for manufacturing new vehicles. The Company agreed to pay Hampshire Automotive approximately $760,000 (RM3,200,000) for its services, which will include 3D digital drawings, Vehicle Technology Development, Propulsion System and Electrical Architecture, and Vehicle Attribute Engineering and Optimization.Delft.

Summary of Financial Condition

Results of Operation

Our operating results for the three-andthree- and nine-month periods ended July 31, 20212022 and 2020,2021, and the changes in the operating results between those periods are summarized in the table below.

ThreeThree- and Nine MonthsNine-Months Summary

Revenue

During the three- and nine-month periods ended July 31, 2021,2022, we generated $7,223$6,959 and $21,925,$20,877, respectively, in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems (2020(2021 - $7,092 for three-$7,223 and nine-month periods ended July 31, 2020,$21,925, 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$3,000 and $9,032,$9,000, 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 (2020(2021 - $Nil for three-$3,002 and nine-month periods ended July 31, 2020,$9,032, 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)2,247), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

In August of 2021, our Duesenberg platform started generating revenue from our online store, which at the moment allows us to sell third-party-products. Our customers are vendors who wish to sell their merchandise on our platform. During the three- and nine-month periods ended July 31, 2022, we did not generate revenue from the sales, and our margin was negative $659, which resulted from the fees we had to pay for maintaining the online store.

Operating Expenses

Our operating expenses for the three- and nine-month periods ended July 31, 20212022 and 2020,2021, consisted of the following:

During the three-month period ended July 31, 2021,2022, our operating expenses increased by $225,585$108,301 or 178%31% from $126,542, for the three months ended July 31, 2020, to $352,127, for the three months ended July 31, 2021.2021, to $460,428 for the three months ended July 31, 2022. The most significant change in our operating expenses was associated with $155,285$275,987 in research and development costs we incurred for the digitization of the drawings and the blueprintsdesign of Duesenberg Heritage vehicles, whichas compared to $155,285 we commissioned from Hampshire Automotive; duringrecorded for the comparativethree-month period ended July 31, 2020, our research and development costs were $11,307. The second2021. Second largest changecontributing factor to our operating expenses for the three-month period ended July 31, 2022, was associated with salaries and wages expense of $125,651, which represented 27% of our operating expenses. During the comparative three-month period ended July 31, 2021, our salaries and wages expense was $128,970, representing 37% of total operating expenses for that period. The current period reduction in salaries and wages, we paid or accrued to our employees and management, a $61,403 increase, as compared to $67,567prior period, was mostly associated with resignation of our CTO, Ian Thompson, and with fluctuation of foreign exchange rates. Our management fees increased by $10,000, to $16,000, as compared to $6,000 we incurred in the comparative three-month period ended July 31, 2021. The increase was associated with our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries. In comparison, during the three-month period ended July 31, 2020. Our general and administrative expenses increased by $16,209 to $39,720, as compared to $23,511202, we incurred during the three-month period ended July 31, 2020, of the total spent on general and administrative expenses, corporate

communication fees accounted for $26,365 (2020 - $(1)) and the administrative fees accounted for $12,195 (2020 - $10,975). Other notable expenses included $6,839 in professional fees, which increased by $3,643 from $3,196 we incurred during the three-month period ended July 31, 2020; $6,000 in management fees which did not change in comparison to the three-month period ended July 31, 2020; and $7,417 inone of our directors. Our accounting fees which increased by $5,224, from $2,193 we incurred during the three-month period ended July 31, 2020. These increases were in part offset by $4,934 decrease in regulatory and filing fees from $11,454 we incurred during the three-month period ended July 31, 2020,$2,129 to $6,520$9,546 for the three-month period ended July 31, 2021.2022, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $21,646, or 54% from $39,720 we incurred during the period ended July 31, 2021, to $18,074 we incurred for the three-month period ended July 31, 2022; general and administrative expenses included corporate communication fees of $4,524 (2021 - $26,365) and administrative fees of $11,657 (2021 - $12,195).

On a year-to-date basis, our operating expenses increaseddecreased by $1,031,123$154,578 or 297%11% from $346,825 for the nine months ended July 31, 2020, to $1,377,948 for the nine months ended July 31, 2021.2021, to $1,223,370 for the nine months ended July 31, 2022. The most significant change in our operating expenses was associated with $774,193$154,090 decrease in our research and development costs which included $618,908to $620,103 we recordedincurred during the nine-month period ended July 31, 2022, for the design of Duesenberg Heritage vehicles, as compared to $774,193 we expended during the nine-month period ended July 31, 2021, on the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme,Supreme. Our salaries and $155,285 in feeswages remained comparable to prior-period, decreasing by $21,025, from $387,734 for digitization of the drawings and the blueprints of Duesenberg Heritage vehicles, which we commissioned from Hampshire Automotive; during the comparativenine-month period ended July 31, 2020, our research2021, to $366,709, for the nine-month period ended July 31, 2022, however, they represented 28% and development30% of total operating expenses for each period, respectively. Other notable expenses included $100,000 in management fees, were $11,307. Our salaries and wages increased by $167,518 from $220,216as compared to $18,000 we incurred during the nine-month period ended July 31, 2020,2021. This increase resulted from our decision to $387,734accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. Our accounting fees increased by $12,586 to $28,495, as compared to $15,909 we incurred during the nine-month period ended July 31, 2021, the increase was mainlyand were associated with employment agreements forincreased audit and review fees we incurred due to increased complexity of our new CSO and CTO. Other notable expenses included $18,000 in managementbusiness operations. Our professional fees which did not change in comparison to the nine-month period ended July 31, 2020; $15,909 in accounting fees, which increaseddecreased by $8,788 as compared to $7,121$12,452 from $28,140 we incurred during the nine-month period ended July 31, 2020; $28,140 in professional fees, which increased by $21,229 from $6,911 we incurred during2021, to $15,688 for the nine-month period ended July 31, 2020,

2022. Our general and $23,672 in regulatory fees, a $719 increase as compared to $22,953administrative expenses decreased by $63,298, or 50% from $127,710 we incurred during the period ended July 31, 2021, to $64,412 we incurred for the nine-month period ended July 31, 2020.

The above increases were in part offset by2022; general and administrative expenses included corporate communication fees of $23,046 (2021 - $86,609) and administrative fees of $35,344 (2021 - $35,765). Our corporate communication fees decreased travelas a result of our decision to concentrate the funds that we had available on research and entertainment expenses, which duringdevelopment as opposed to increasing the nine-month period ended July 31, 2021, totaled $2,028 as compared to $9,089 we incurred during the comparative period inshareholder awareness of our fiscal 2020 year, 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 $874 and $2,941 for the three- and nine-month periods ended July 31, 2021, to $258 and $562, respectively.Company.

Other Items

During the three months ended July 31, 2021,2022, we recorded $1,720 (2020$1,469 (2021 - $3,407)$1,720) in interest expense and $559 in realized foreign exchange loss (2020 - $71) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the nine months ended July 31, 2021, we recorded $9,346 (2020 - $8,923) in interest expense, of which $5,435 (2020 - $6,047) was associated with the liabilities under the notes payable we issued to our major shareholder, and $3,800 (2020 - $2,876) was accrued on the third-party notes payable; we also recorded $110$21,936 in realized foreign exchange gain (2020(2021 - $15$559 loss) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $20,415 loss on debt settlement agreement with Veritas, whereby we agreed to pay Veritas $25,000 cash and issue 350,000 shares of our common stock to extinguish our debt of $51,500.

During the nine months ended July 31, 2020,2022, we recognized a $22,801 impairmentrecorded $4,335 (2021 - $3,800) in interest expense accrued 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 duringthird-party notes payable. During the current periodnine months ended July 31, 2021, we recorded an additional $5,435 in interest expense associated with the liabilities under the notes payable we issued to our major shareholder, which were converted to shares during the year ended October 31, 2021. We also recorded $32,772 in realized foreign exchange gain (2021 - $110) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $20,415 loss on debt settlement agreement with Veritas, whereby we agreed to pay Veritas $25,000 cash and issue 350,000 shares of our common stock to extinguish our debt of $51,500.

Translation to Reporting Currency

Changes in translation to reporting currency result from differences between our functional 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. These differences are caused by fluctuation in foreign exchange rates between the four 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 started generating operating revenue in the third quarter of our fiscal 2020, however, this revenue is not sufficient to support our operating expenses, and/or to enable us to pay dividends, therefore, 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.

Based on our current plans, we expect to incur operating losses in future periods. At July 31, 2021,2022, we had a working capital deficit of $744,825$1,047,116 and accumulated losses of $9,106,307$10,644,052 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-month period ended July 31, 2021,2022, our working capital deficit increased by $243,792,$83,225, from $501,033$963,891 as at October 31, 2020,2021, to $744,825$1,047,116 as at July 31, 2021.2022. The increase in the working capital deficit was primarily related to an increase in our current liabilities of $372,717.$212,992. This change was associated with a $519,097$250,113 increase in amounts payable to our vendors,related parties, mainly on account of amounts due for the design fees of our Duesenberg EV, and a $37,536 increase in notessalaries payable we issued to our lenders. Thesemanagement. This increases werewas in part offset by a $179,945 decrease in the amounts duedecreased accounts payable of $570,075 as compared to our related parties$576,881 as at October 31, 2021 and accrued liabilities of $13,334, as compared to $45,318 as at October 31, 2021. Our current assets increased by $129,767 from $39,069 at October 31, 2021 to $168,836 at July 31, 2022. The increase was mainly associated with increased cash balances as a conversion to Sharesresult 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 wherebyfinancings we issued a total of 833,333 shares for gross proceeds of $673,000,closed on February 24, 2022 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 $19,850 and were in part associated with GST receivable on Canadian operations,July 28, 2022, and with theincreased amounts receivable, which at July 31, 2022 totaled $42,152, as compared to be collected from our customers.$26,601 we recorded as receivable at October 31, 2021.

Cash Flows

Net cash used in operating activities

During the nine-month period ended July 31, 2022, we used $788,211 to support our operating activities. This cash was used to cover our cash operating expenses of $1,143,109, to increase our receivables and prepaid expenses by $17,620 and $4,215, respectively, and to reduce our vendor payables by $11,092. These uses of cash were offset by increases in our amounts payable to related parties and accrued salaries and management fees payable to our management team of $95,019 and $292,806, respectively.

During the nine-month period ended July 31, 2021, we used $768,614 to support our operating activities. This cash was used to cover our cash operating expenses of $1,380,536, to increase our receivables by $19,796, and to increase our prepaids by $92,218. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $511,854, an increase to accrued salaries payable to our management team of $202,729, and by an increase to amounts due to our related parties of $9,353.

Non-cash operating activities

During the nine-month period ended July 31, 2020,2022, we used $128,591recorded $4,335 in interest to supportthird-party lenders under notes payable, $979 in amortization of our operating activities. This cash was usedoffice equipment, and $30,708 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recognized $48,000 on grant of 240,000 Shares to cover our cash operating expenses of $330,679Mr. Chee Wai Hong and to increase our prepaid expenses by $3,134. These usesMr. Barth (120,000 each), which were recorded as part of cash were offset by $5,848 increase in our accounts payable, $38,713 increase in amounts due to related parties for reimbursable expenses,management fees, and by $160,661 increase to accrued salaries payable to our CEO and CFO.

Non-cash operating activitiesrecorded $20,415 loss on debt settlement with Veritas.

During the nine-month period ended July 31, 2021, we recorded $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, Malaysian, and Hong Kong currencies. We recorded $6,047 in interest on our notes payable to Hampshire Avenue and $2,876 in interest on CAD$83,309 we reclassified from current debt to long-term debt. In addition, we recorded $3,503 in amortization of our office equipment.

Net cash used inprovided by 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 monthsnine-month period ended July 31, 2020.2022.

Net cash provided by financing activities

During the nine-month period ended July 31, 2022, we closed two private placement financings by issuing a total of 4,654,819 Shares for gross proceeds of $792,184. During the same period, Mr. Lim advanced to us $20,550 in the form of vendor payments made by him on our behalf. Mr Lim agreed to convert the full amount we owed to him on account of these vendor payments to shares of our common stock at $0.20 per share, which were issued on February 24, 2022. In addition, as at July 31, 2022, we received $114,917 in subscription to our Shares pursuant to a private placement agreement we signed with Mr. Joe Lim, whereby we agreed to issue Mr. Lim up to 6,458,333 Shares, for gross proceeds of 3,410,000 Malaysian Ringgit (“MR”) (approximately $759,720) at 0.528MR per share ($0.1176 per share). We agreed to accept the total subscription amount in four separate payments, of which $114,917 (510,000MR) represented the first payment.

During the nine-month period ended July 31, 2021, we received $95,152 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 nine-month period ended July 31, 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. 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 Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.

Capital Resources

Our ability to continue the development and marketing of the VGrabDuesenberg Applications, SMART Systems, VGrabDuesenberg WeChat Application, as well as commencement of the development of Duesenberg EV and Duesenberg Heritage vehicles, is subject to our ability to obtain 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 July 31, 2021,2022, we had cash on hand of $28,000$117,750 and working capital deficit of $744,825,$1,047,116, 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 VGrabDuesenberg 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.

Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, 2020.2021. 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 its subsidiaries. On consolidation, the Company eliminates all intercompany balances and transactions.

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 reportingdollar. Duesenberg Nevada and Duesenberg Heritage functional currency is the United States dollar. VGrab International’s, Duesenberg NV’s, and Duesenberg Heritage functional andThe Company’s reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using reporting dateyear-end 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.

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 reporting dateyearend exchange raterates are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the reporting dateyearend exchange raterates are included in accumulated other comprehensive income or loss.

Fair Value of Financial Instruments

Our financial instruments include cash, amounts receivable, accounts payable and accruals as well as notes payable and amounts due to related parties. We believe the fair value of these financial instruments approximates 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, and amounts receivable.

At July 31, 2021,2022, we had $12,369$3,498 in cash on deposit with a large chartered Canadian bank, $15,170$113,424 in cash on depositsdeposit with a bank in Malaysia, and $461$828 in cash on depositsdeposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial 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 July 31, 2021,2022, 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 January 29, 2021.February 15, 2022.

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

On March 9, 2021, we entered intoMay 11, 2022, the Company issued 350,000 Shares to an arms-length party pursuant to a debt settlement agreements (the “Agreements”) with Mr. Lim Hun Beng,agreement. The Shares were issued pursuant to the Company’s CEO, President andprovisions of Rule 506(b) of Regulation D of the majority shareholder, and Hampshire Avenue SDN BHD, the Company’s major shareholder, (together referred hereAct, 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”)debt holder confirmed its qualification as “accredited investor” as that term is defined under Regulation D of the Company.Act.

On July 20, 2021, Hampshire Avenue SDN BHD, agreed to convert further $24,126 we owed on account28, 2022, the Company closed a private placement financing by issuing 2,142,857 Shares for gross proceeds of cash advances provided to us as at April 30, 2021, into 62,828 Shares.

The shares$289,791. These 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 to 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 personsperson who are not residentscertified it was a resident of the United States and arewas otherwise not a “U.S. Persons”Person” 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.