UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: January 31, 20222023

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 March 22, 2022,April 3, 2023, the number of shares of the registrant’s common stock outstanding was 49,181,145.61,477,632.

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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 condensed 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 condensed 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 condensed consolidated financial statements.

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DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 20222023

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, the Company incorporated Duesenberg Inc., a Nevada corporation (“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 (“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.

As of the date of these 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 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, 2021,2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 15, 2022.17, 2023. 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, 2021,2022, 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-month period ended January 31, 2022,2023, are not necessarily indicative of the results that may be expected for the year ending October 31, 2022.2023.

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 $68,453 in revenue from its operating activities and has accumulated losses of $9,828,366$11,897,147 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

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and debt. Management plans to continue raisingraise additional funds through equity and/or debt financing. The outcome of these efforts cannotThere is no certainty that further funding will be predicted with any certainty and raisesavailable as needed. These factors raise substantial doubt thatabout the ability of the Company will be able to continue operating as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustmentsThe Company’s ability to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue its operations as a going concern.concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is

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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 anddependent upon 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 fornew capital sufficient to fund its researchcommitments and development initiatives or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulationsongoing losses, and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.ultimately on generating profitable operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited 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%.

(c) Mr. Chee Wai Hong resigned from his position as a director of the Company on July 6. 2022, therefore as at January 31, 2023, the amount owed to Mr. Chee Wai Hong, being $16,000 has been included with trade payables.

(d) this Company ceased to be related party, therefore the amount owed has been included with trade payables.

During the three-month period ended January 31, 2022,2023, the Company incurred $30,000 (2021$30,012 (2022 - $30,325)$30,000) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $7,155 (2021$10,753 (2022 - $7,417)$7,155) in reimbursable expenses with Mr. Lim. During the samethree-month period ended January 31, 2022, Mr. Lim advanced the Company $14,220 in the form of vendor payments made by him on behalf of the Company. The Company did not have similar transactions during the three-month period ended January 31, 2023.

During the three-month period ended January 31, 2022,2023, the Company accrued $1,163 in interest expense on the MYR510,000 note payable due to Mr. Lim Hun Beng. The note payable accumulates interest at 4% per annum compounded monthly, and is due on demand (2022 - $Nil).

During the three-month period ended January 31, 2023, the Company incurred $24,000 (2021$24,010 (2022 - $24,260)$24,000) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $1,817 (2021$3,921 (2022 - $625)$1,817) in reimbursable expenses with Mr. Liong.

During the three-month period ended January 31, 2022,2023, the Company incurred a total of $18,000 in management/director fees to its directors Mr. Ong See-Ming, Mr. Chee Wai Hong, and Mr. Karl Jürgen, at $6,000 each. During the three-month period ended January 31, 2021, the Company incurred $6,000 in management/director fees with its director, Mr. Ong See-Ming.(2022 - $18,000).

During the three-month period ended January 31, 2022,2023, the Company incurred $45,000 (2021$15,000 (2022 - $7,500)$45,000) in management feeswages and salaries to its CSO, Mr. Brendan Norman. On December 1, 2022, Mr. Norman and the Company reached an agreement to amend his employment agreement by reducing his monthly fee from $15,000 per month, to $5,000 per month, the amended fees are reported as consulting fees included in general and administrative expenses. During the three-month period ended January 31, 2023, the Company incurred a total of $10,000 in consulting fees with Mr. Norman (2022 - $Nil). In addition, on December 12, 2022, Mr. Norman agreed to convert $265,674 the Company owed him on account of unpaid salary and reimbursable expenses into 2,415,222 shares of the Company’s common stock. These shares were issued on December 28, 2022 (Note 6) and resulted in $311,564 loss on conversion of debt. On January 18, 2023, the Company entered into a subscription agreement with Mr. Norman to issue 333,333 Shares at $0.15 per Share for total proceeds of $50,000. As at January 31, 2023, the Company had received $28,290, which

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were recorded as obligation to issue shares. The remining $21,710 were received subsequent to January 31, 2023, and the Shares were issued on February 17, 2023.

During the three-month period ended January 31, 2022, the Company recognized $7,155 in revenue from licensing and maintenance of its SMART Systems applications to a company of which Mr. Lim is a 50% shareholder (2021 - $7,373).shareholder. Due to the unfavorable economic conditions following the COVID-19 pandemic, the customer was unable to continue paying for the services, and therefore the Company did not record any revenue from this customer during the three-month period ended January 31, 2023.

During the three-month period ended January 31, 2022,2023, the Company incurred $190,803 (2021$45,533 (2022 - $Nil)$190,803) to Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, for engineering and drafting of the Duesenberg Heritage vehicles, which fees were recorded as part of research and development fees.

During the comparative three-month period ended January 31, 2021, the Company received $82,992 in exchange for the 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. The Company did not receive any funds from Hampshire Avenue during the three-month period ended January 31, 2022. During the three-month period ended January 31, 2021, the Company recorded $3,399 in interest expense associated with its liabilities under the 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.

During the three-month period ended January 31, 2021, the Company incurred $7,500 in management fees to its former CTO, Mr. Ian Thompson, who resigned from his position as the CTO of the Company on May 11, 2021.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at January 31, 20222023 and at October 31, 20212022 are as follows:

NOTE 5 - NOTES PAYABLE

The following amounts were due under third-party notes payable at January 31, 20222023 and October 31, 2021:

During the three-month period ended January 31, 2022,2023, the Company accrued $1,145$1,141 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2021(2022 - $1,060),$1,145). The note payable is unsecured and $303 (2021due on demand. As at January 31, 2023, the Company owed a total of $76,974 under this note payable (2022 - $Nil)$74,161).

In addition, during the three-month period ended January 31, 2023, the Company accrued $143 (2022 - $303) in interest on the notes payable totaling $29,000, which accumulateaccumulated interest at 4% compounded monthly. AllOn December 12, 2022, the holders of these notes payable agreed to third-parties are unsecuredconvert the full amount the Company owed under these notes, being $31,267, including interest accrued thereon up to December 12, 2022, into 284,241 shares of the Company. These shares were issued on December 28, 2022 (Note 6), and dueresulted in $36,666 loss on demand.conversion of debt.

NOTE 6 - COMMON STOCK

On December 12, 2022, Mr. Norman, the Company’s CSO, agreed to convert a total of $265,674 the Company owed him on account of unpaid salary and reimbursable expenses into 2,415,222 shares of the Company’s common stock (Note 3). The shares were issued on December 28, 2022, and were valued at $577,238, resulting in $311,564 loss on debt settlement.

On December 12, 2022, the Company converted a $31,267 in outstanding 4% notes payable (Note 5) into 284,241 shares of its common stock. The shares were issued on December 28, 2022, and were valued at $67,933. The transaction resulted in a loss on debt settlement of $36,666.

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Obligation to issue shares

On January 18, 2023, the Company entered into a subscription agreement with Mr. Norman to issue 333,333 Shares at $0.15 per Share for total proceeds of $50,000 (Note 3). As at January 31, 2023, the Company had received $28,290, which were recorded as obligation to issue shares. The remining $21,710 were received subsequent to January 31, 2023, and the Shares were issued on February 17, 2023.

Warrants and Options

During the three-month period ended January 31, 2023, and for the year ended October 31, 2022, the Company did not have any transactions that would have resulted in issuance of common stock, warrants or options issued and exercisable.

NOTE 7 - FORGIVENESS OF DEBT

During the three-month period ended January 31, 2023, one of the vendors of the Company agreed to purchase its equity securities.forgive a total of $7,394, the Company owed for the services (2022 - $Nil). The gain on forgiveness of debt, being $7,042 was included as part of loss on debt settlement.

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NOTE 8 - SEGMENT INFORMATION

The Company has one segment, being the development of Electrical Vehicles and applications based on the VGRAB technology. As at January 31, 2023, the Company’s geographical segments consisted of long-lived assets of $240, of which $240 was attributable to Asia and $Nil was attributable to Canada and the US (2022 - $517 in Asia and $Nil in Canada and the US). The Company’s revenues from customers for the same period were $Nil (2022 - $9,475 with all revenue attributable to operations in Asia).

NOTE 79 - SUBSEQUENT EVENTS

Private Placement FinancingOn March 2, 2023, the Company entered into an agreement (the “Agreement”) with Brightcliff Limited (“Brightcliff”). The Agreement gives the Company a right to use Duesenberg’s logo and trademark (The “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.

The Company is unable to sublicense the Licensed Trademarks without the prior written consent of Brightcliff, and subject to payment of a sublicensing fee in the amount of $1,000,000 in cash or stock, at Brightcliff’s sole option, along with a royalty fee at the rate of 8% of the sublicensee’s revenue from its sale of the Licensed Products.

The Agreement will be terminated and the Company will lose its rights to the Licensed Trademarks if the Company failed to have licensed products ready for sale to the public within five years of the effective date of the Agreement.

The Agreement with Brightcliff is considered a related party transaction as the Company’s CEO and director is a shareholder and director of Brightcliff.

On March 3, 2023, the Company entered into a sublicense agreement (the “Sublicense Agreement”) with Duesenberg Korea Inc. (“DKI”). Under the term of the Sublicense Agreement, the Company has granted a license to DKI to design, develop, and manufacture electric vehicles and associated merchandise using Duesenberg logo and trademark in South Korea. The Sublicense Agreement is for a term of 20 years and includes a royalty fee of 4% payable on gross revenue from the sale of the products and merchandise marketed under Duesenberg’s logo and trademark.

The Sublicense Agreement will be terminated and DKI will lose its rights to the Licensed Trademarks if DKI failed to have licensed products ready for sale to the public within three years of the effective date of the Sublicense Agreement. Brightcliff waived the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as a result of this Sublicense Agreement.

Subsequent to January 31, 2022,2023, the Company closed a private placement financing by issuing 2,511,962 shares of its common stock (the “Shares”) for gross proceeds of $502,392.

Debt Settlement Agreements

Subsequent to January 31, 2022, the Company entered into debt settlement agreements (the “Agreements”) with Mr. Lim, and Mr. Ong See-Ming, the Company’s director. Mr. Lim agreed to convert $102,628 the Company owed to him at the time of conversion into 513,140 Shares. Mr. Ong agreed to convert $30,000 the Company owed to him at the time of conversion into 150,000 Shares.

Shares Issued to Directors

Subsequent to January 31, 2022, the Company issuedreceived a total of 240,000 Shares to$19,125 in cash advances from Mr. CheeLim in exchange for notes payable that accumulate interest at 4% per annum and Mr. Barth, the Company’s directors (120,000 Shares each) in recognition of the services provided to the Company by Mr. Chee and Mr. Barth. The shares were valued at $48,000.

Shares Issued for Service

During the year ended October 31, 2021, the Company’s management agreed to issue 150,000 Shares to an arms-length party for services provided to the Company during the year. At October 31, 2021, the Company recorded $76,950 as obligation to issue the Shares, which were issuedare payable on February 24, 2022.

demand.

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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 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, 2021,2022, 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. On November 25, 2021, we submitted an application to wind down VGrab International which the process 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 Technologies Malaysia Sdn Bhd., (“Duesenberg Malaysia”), under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia).2016. The main business objective of Duesenberg Malaysia is to facilitate and source New Green Energies, such as electric, hydrogen and solar. In addition, Duesenberg Malaysia continues to maintain the developed online promotions, advertising and e-commerce.

Since its incorporation, Duesenberg Malaysia has been working on the development of its SMART System prototype. Duesenberg’s new SMART System will consist of several modules, including Duesenberg Membership system, (formerly referred to as “VGrab Membership”), which will allow its users to sign up for service/maintenance of Duesenberg vehicles, purchase Duesenberg merchandize, book high-end villas/planes/yachts, via internet or quick response code, also known as “QR Code”, Duesenberg Cloud Management System (“DCMS”), and Duesenberg Database Management System (“DDMS”). DCMS and DDMS will form the backbone of Duesenberg’s SMART System, integratingallowing to integrate each future developed Duesenberg SMART System’s module into the platform. The Company is currently testing the developmentDuesenberg SMART System’s functionality before integrating it as part of the Duesenberg SMART System before deploymentDuesenberg’s New Energy Vehicle operating system, or marketing it to potential clients.clients as a stand-along system.

On February 18, 2019, we formed another subsidiary, Duesenberg Technologies Evolution Ltd (���(“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to facilitate online promotions, advertisingresearch new technologies and e-commerce to itssoftware integration development techniques and establish connections with potential customer basedstrategic partners in the Asian region and 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,August 14, 2019, Duesenberg Evolution entered intofinalized 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, iswhich was developed for useto be used with smartphones in P.R. China using the WeChat on Android and Apple iOS operating systems allowingsystems. Duesenberg WeChat Application allows its users to sign up for memberships, deposit money, purchase products, redeem vouchers, and upload media promotions onto the smartphones, etc. On August 14, 2019, the Duesenberg WeChat Application was tested and completed for client use.smartphones.

In March of 2020 we completed development of the prototype Duesenberg 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 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 virus arewere lifted and businesses arewere 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. Due to the Company’s current focus on development of New Energy and Heritage Vehicles, we have temporarily stopped our development and marketing of the Vending Machine.

On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg Nevada”). The purpose of Duesenberg Nevada is to undertake the development of Electric VehicleVehicles (“Duesenberg EV”) using the Duesenberg brand. We were given the rights to use the Duesenberg trademark name in 2018. WeIn order to develop the Duesenberg

EV we are planning to develop the Duesenberg EV in partnershipspartner with leading3-rd party developers and suppliers for various components intoin the vehicle, and also includeUnited States of America. We plan on using our in-house developed Duesenberg SMART System as part of itsthe Duesenberg EV’s operating system.

On January 8, 2021, Duesenberg Nevada 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. Majority of current work is being outsourced to Hampshire Automotive Sdn Bhd (“Hampshire Automotive”), an entity related to the Company, who has already established necessary connections with suppliers and other manufacturers required for manufacturing of the Heritage Vehicles.

On May 21, 2021, we formed Duesenberg Heritage LLCLLC. under the laws of the State of Nevada (“Duesenberg Heritage”). Duesenberg Heritage’s operations will be focused on reproducing very limited Duesenberg heritage vehicles, the Duesenberg Model J and Boat Tail series, which were originally manufactured in the 1920s and 1930s; such as1930s. The Company is currently in the Duesenberg Model Jinitial stage of its prototype development and Boat Tail series. The Company expects that the manufacturepre-production of the heritage vehicles from that era (as well as possibly converting them to electrical models) will commence during Fiscal 2023. The pre-production process is expected to be time consuming and wouldwill require highly specialized and skilled tradesman. In order to facilitate this, the management is actively looking to engage or hire qualified consultants, and for the ways to finance the process.

In order to support the development and future production of Duesenberg EV or New Energy Vehicles (“NEV”) as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 2021,2022, we closed two private placement financings by issuing a total of 11,113,152 shares of our common stock (the “Shares”) for gross proceeds of $673,000,$1,567,184.  During the three-month period January 31, 2023, we raised an additional $28,290 as part of the $50,000 financing which closed on February 24, 2022, we closed a private placement financing for an additional $502,392.17, 2023. The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. The funds we have raised in the above financings are not sufficient to bring our Duesenberg EV and Duesenberg Heritage vehicle production plans to completion, and we will require additional funding. We cannot assure the reader that we will be successful in securing the further funding as required.

Recent Corporate Events

The following corporate developments have occurred during the first quarter ended January 31, 2022,2023, and up to the date of the filing of this Quarterly Report:

Private Placement FinancingDebt Restructuring

On February 24,December 12, 2022, we entered into a debt settlement agreement with Mr. Brendan Norman, the Company’s Chief Strategy Officer (“CSO”), who agreed to settle a total of $265,674 the Company closedowed him in exchange for 2,415,218 Shares. On the same date we entered into two separate debt settlement agreements for a private placement financing by issuing 2,511,962total of   $31,267 to be converted into 284,245 Shares with debt holders, who we issued notes payable which were payable on demand and carried 4% annual interest rate compounded monthly. These transactions resulted in a loss on debt settlement of $348,231. The shares of its common stock (the “Shares”) for total proceeds of $502,392 (the “Financing”) to a company controlled by Mr. Lim Hun Beng, the Company’s CEO, President, director and the majority shareholder (“Mr. Lim”). The Shares were issued pursuant to the provisions of Regulation S of the Act based on the representations received from the debt holders that they were not residents of the United States Securities Actand were otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of 1933, as amended (the “Act”)Regulation S of the Act.

Private Placement Financings

On February 17, 2023, we closed a private placement financing by issuing 333,333 Shares for gross proceeds of $50,000. The Shares were issued to Mr. Brendan Norman, the Company’s CSO, pursuant to the person whoprovisions of Regulation S of the Act, as Mr. Norman confirmed that he is not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

Debt RestructuringLicense Agreement with Brightcliff Limited

On February 24, 2022,March 2, 2023, the Company entered into debt settlement agreementsa manufacturing, sales, servicing, merchandise and license agreement

(the “Agreement”), with Mr. Lim and Mr. Ong See-Ming, the Company’s director. Mr. Lim agreed to convert a total of $102,628 the Company owed Mr. Lim as at February 24, 2022, into 513,140 restricted Shares of the Company, and Mr. Ong agreed to convert a total of $30,000 the Company owed Mr. Ong as at February 24, 2022, into 150,000 restricted Shares of the Company.Brightcliff Limited (“Brightcliff”).

The securitiesAgreement gives the Company a right to use Duesenberg’s logo and trademark (The “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 fee, payable in cash or common shares, which shares would be issued pursuantat 25% discount to current market value. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.

The Company is unable to sublicense the Licensed Trademarks without the prior written consent of Brightcliff, and subject to payment of a sublicensing fee in the amount of $1,000,000 in cash or stock, at Brightcliff’s sole option, along with a royalty fee at the rate of 8% of the sublicensee’s revenue from its sale of the Licensed Products.

The Agreement will be terminated and the Company will lose its rights to the debt settlement agreements were not registered underLicensed Trademarks if the ActCompany failed to have licensed products ready for sale to the public within five years of the effective date of the Agreement.

The Agreement with Brightcliff is considered a related party transaction as the Company’s CEO and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registrationdirector is available.a shareholder and director of Brightcliff.

Shares Issued for ServicesLicense Agreement with Duesenberg Korea

On February 24, 2022,March 3, 2023, the Board of DirectorsCompany entered into a manufacturing, sales, servicing, merchandise and license agreement with Duesenberg Korea Inc. (“DKI”) (the “Sublicense Agreement”). Under the terms of the Sublicense Agreement, the Company resolvedhas granted a license to issueDKI to Mr. Chee Wai Hongdesign, develop, and Mr. Carl Jürgen Barth,manufacture electric vehicles and associated merchandise using Duesenberg logo and trademark in South Korea.

The Sublicense Agreement is for a term of 20 years and includes a royalty fee of 4% payable on gross revenue from the Company’s directors, a total of 240,000 Shares (120,000 Shares each) at a deemed value of $0.20/Share, as fully paid and non-assessable. The Shares were issued in recognitionsale of the services providedproducts and merchandise marketed under Duesenberg’s logo and trademark.

The Sublicense Agreement will be terminated and DKI will lose its rights to the Company by Mr. Chee and Mr. Barth. In addition,Licensed Trademarks if DKI failed to have licensed products ready for sale to the Boardpublic within three years of Directors also approved the issuanceeffective date of 150,000 Shares to an arms-length party for services the Company received during the year ended October 31, 2021, and for which the Company recorded an obligation to issue shares for a total of $76,950.Sublicense Agreement.

The Shares issued for services were not registered underBrightcliff has agreed to waive the Actsublicensing fee and therefore may notroyalty fee that would otherwise be offered or sold within the United States orapplicable to U.S. persons unless an exemption from such registration is available.Brightcliff as a result of this Sublicense Agreement.

Summary of Financial Condition

Results of Operation

Our operating results for the three-month periods ended January 31, 20222023 and 2021,2022, and the changes in the operating results between those periods are summarized in the table below.

Three-MonthsThree-Month Summary

Revenue

During the three-month periodsperiod ended January 31, 2023, we did not generate any revenue from our operations, as our customers’ financial position had been affected by COVID-19 pandemic, and they were not in position to pay for the services.  During the comparative three-month period ended January 31, 2022, we generated $7,155 in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems (2021 - $7,373).Systems. Our first customer iswas Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,000 from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which iswas managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer (2021 - $3,033). 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$2,158), 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-month period ended January 31, 2022, we did not generate revenue from the sales, and incurred $680 in fees which were offset against gross revenue from online sales, we did not have any payments owed to our gateway provider during the three-month period ended January 31, 2021.customer.

Operating Expenses

Our operating expenses for the three-month periods ended January 31, 20222023 and 20212022, consisted of the following:

During the three-month period ended January 31, 2022,2023, our operating expenses decreased by $388,666$140,424 or 51%37% from $764,995, for the three months ended January 31, 2021, to $376,329, for the three months ended January 31, 2022.2022, to $235,905 for the three months ended January 31, 2023. The most significant change in our operating expenses was associated with $192,025$45,533 in research and development costs we incurred for the design of Duesenberg Heritage vehicles, which decreased by $146,492, as compared to $616,800 in research and development costs$192,025 we incurred during the three months ended January 31, 2021, the reduction of fees was associated with shortage of cash flows to pay for the next stages of the development of our EV Vehicles, which resulted in us delaying the work we outsourced to our contractors. Second largest change to our operating expenses was associated with increased salaries and wages expense of $119,267recorded for the three-month period ended January 31, 2022. Second largest contributing factor to our operating expenses for the three-month period ended January 31, 2023, was associated with salaries and wages expense of $100,154, which represented 42% of our operating expenses. During the comparative three-month period ended January 31, 2022, our salaries and wages expense was $119,267, representing 32% of total operating expenses for that period. The current period reduction in salaries and wages, as compared to $88,425prior period, was mostly associated with

restructuring of the payroll to our CSO, Brendan Norman, who, as of December 1, 2022, agreed to switch from payroll to consulting, and to reduce his fees from $15,000 per month to $5,000 per month. Our accounting fees increased by $16,765 to $23,304 for the three-month period ended January 31, 2023, 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 $8,161, or 26% from $31,495 we incurred during the period ended January 31, 2022, to $23,334 we incurred for the three-month period ended January 31, 2021. The change in salaries and wages was in part associated with fluctuation of foreign exchange rates, which effected salaries and reimbursable expenses accrued to our CEO and CFO, which are set in US dollars, and engagement of our CSO, Brendan Norman.  Our general and administrative expenses decreased by $7,738, or 20% from 39,233 we incurred during the period ended January 31, 2021, to $31,495 we incurred for the three-month period ended January 31, 2022;2023; general and administrative expenses included corporate communication fees of $18,230 (2021 - $24,562) and administrative fees of $11,848 (2021$11,123 (2022 - $11,652). During the three-month period ended January 31, 2022, we recorded $18,000$11,848), and $10,000 in management and directorconsulting fees to our three directors, an increase of $12,000 in comparison to the three-month period ended January 31, 2021, when we incurred $6,000 to one of our directors. Our accounting, amortization, professional and regulatory fees remained consistent with the comparative period fees.(2022 - $Nil).

Other Items

During the three months ended January 31, 2022,2023, we recorded $1,448 (2021$2,447 (2022 - $4,572)$1,448) in interest expense and $2,142$3,286 in realized foreign exchange loss (2021(2022 - $4)$2,142) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $341,188 loss on debt settlement, associated with conversion of $31,267 we owed to our debt holders on account of notes payable which accumulated interest at 4% per annum and were due on demand, and conversion of $265,674 we owed to our CSO, Brendan Norman for a total of 2,699,463 Shares valued at $645,171. The debt was converted at $0.11 per share at the time when our shares traded at $0.239, resulting in $348,231 loss on conversion of debt. This loss was in part offset by $7,042 in debt that was forgiven by one of our vendor. We did not have similar transactions during the three-month period ended January 31, 2022.

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.

Liquidity and Capital Resources

GOING CONCERN

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q 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 operatinghave generated only minimal revenue in the third quarter of our fiscal 2020, however, this revenue is not sufficient to support our operating expenses, and/or to enable usfrom operations since inception, have never paid any dividends and are unlikely to pay dividends therefore, it is unlikely that we will be in position toor 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 and management, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based onupon our current plans, we expect to incur operating losses in future periods. At January 31, 2022,2023, we had a working capital deficit of $1,327,881$998,815 and accumulated losses of $9,828,366$11,897,147 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 condensedThe consolidated financial statements included with this Quarterly Report on Form 10-Q do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Working Capital Deficit

During the three-month period ended January 31, 2022,2023, our working capital deficit increaseddecreased by $363,990,$91,585, from $963,891$1,090,400 as at October 31, 2021,2022, to $1,327,881$998,815 as at January 31, 2022.2023. The increasedecrease in the working capital deficit was primarily related to an increasea decrease in our current liabilities of $370,642.$312,529. This change was associated with a $335,968 increase$301,365

decrease in amounts payable to our related parties, mainly on account of amounts dueconversion of $265,674 we owed our CSO in exchange for the design fees2,415,218 Shares. This decrease was further amplified  by conversion of our Duesenberg Heritage Vehicles, and for salaries$31,267 in outstanding notes payable to our management. Our accounts payable increased by $62,274 and were associated with day-to-day operations of the Company.into 284,241 Shares. These increasesdecreases were in part offset by decreased accrued liabilitiesan increase in accounts payable of $18,304,$11,917 to $559,400 as compared to $45,318$547,483 as at October 31, 2021, the decrease resulted mainly from reallocation of the2022, and increase in accrued liabilities of $5,229 to vendor payables on receipt of actual bills.$33,999, as compared to $28,770 as at October 31, 2022. Our current assets increaseddecreased by $6,652$220,944 from $39,069$286,892 at October 31, 20212022, to $45,721$65,948 at January 31, 2022.2023. The increasedecrease was mainly associated with payments the Company madedecreased cash balance of $47,362, as compared to its vendors for future services.$253,002 we had on October 31, 2022, with decreased amounts receivable, which at January 31, 2023, totaled $976, as compared to $1,182 we recorded as receivable at October 31, 2022, and with decreased prepaids of $17,610, as compared to $32,708 as at October 31, 2022.

Cash Flows

Net cash used in operating activities

During the three-month period ended January 31, 2023, we used $238,460 to support our operating activities. This cash was used to cover our cash operating expenses of $234,919, determined as net loss of $582,826 decreased by non-cash transactions totaling $347,907, and to decrease amounts due to our related parties by $50,352. These uses of cash were offset by $24,536 increase in accrued salaries due to our related parties, decrease in our prepaids and amounts receivable of $15,560 and $227, respectively, and by an increase in our accounts payable and accrued liabilities of $6,488.

During the three-month period ended January 31, 2022, we used $19,267 to support our operating activities. This cash was used to cover our cash operating expenses of $365,502,$365,501, determined as net loss of $370,444 decreased by non-cash transactions totaling $4,943, to increase our receivables by $314, and to increase our prepaids by $12,041. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $37,365, an increase to accrued salaries payable to our management team of $117,000, and by an increase to amounts due to our related parties of $204,224.

Non-cash operating activities

During the three-month period ended January 31, 2021,2023, we used $97,492 to support our operating activities. This cash was used to cover our cash operating expenses of $753,094, to increase our receivables by $10,889, and to increase our prepaids by $9,434. These uses of cash were offset by increasesrecorded $1,284 in our accountsaccrued interest on the notes payable, and $1,163 in accrued liabilitiesinterest on the note payable issued to Mr. Lim. In addition, we recorded $319 in amortization of $600,085, an increaseour office equipment, and $3,953 in amounts due to related parties for reimbursable expenses of $21,255,foreign exchange fluctuation between the US, Canadian, Malaysian, and an increase to accrued salaries payable to our CEO and CFO of $54,585.

Non-cash operating activitiesHong Kong currencies. We also recorded $341,188 as loss on debt settlement.

During the three-month period ended January 31, 2022, we recorded $1,448 in interest to third-party lenders underon the notes payable. In addition, we recorded $339 in amortization of our office equipment, and $3,155$3,156 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

Net cash provided by financing activities

During the three-month period ended January 31, 2021,2023, we recorded $3,399 in interestreceived $28,290 from Mr. Brendan Norman as subscription to our shares. These shares were issued on our notes payable to Hampshire Avenue and $1,156 in interest to third-party lenders under notes payable. In addition, we recorded $217 in amortization of our office equipment, and $1,299 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

Net cash provided by financing activitiesFebruary 17, 2023.

During the three-month period ended January 31, 2022, we received $14,220 in the form of vendor payments made by Mr. Lim on behalf of the Company.

During the three-month period ended January 31, 2021, we received $82,992 under loan agreements with Hampshire

Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed

$14,000 from a third-party under 4% demand notes payable.

Capital Resources

Our ability to continue the development and marketing of the Duesenberg Applications, SMART Systems, Duesenberg 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 January 31, 2022,2023, we had cash on hand of $2,381$47,362 and working capital deficit of $1,327,881,$998,815, which raises substantial doubt about our continuation as a going concern. Subsequent to January 31, 2022, we closed a private placement financing for net proceeds of $502,392, 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 Duesenberg 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, 2021.2022. 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 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. Duesenberg Nevada and Duesenberg Heritage functional currency is the United States dollar. The Company’s reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-endperiod-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 yearendperiod-end exchange rates are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the yearendperiod-end exchange rates 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 January 31, 2022,2023, we had $1,746$2,602 in cash on deposit with a large chartered Canadian bank, $579$44,313 in cash on deposit with a bank in Malaysia, and $56$447 in cash on deposit 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 January 31, 2022,2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on February 15, 2022.17, 2023.

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

On February 24,December 12, 2022, the Company closed the following separate transactions that resulted in the issuance of the shares ofMr. Norman, the Company’s common stock (the “Shares”):

·The Company closed a private placement financing by issuing 2,511,962 Shares for gross proceeds of $502,392; 

·The Company issued a total of 663,140 Shares to Mr. Lim and Mr. Ong pursuant to the debt settlement agreements with Mr. Lim and Mr. Ong, whoCSO, agreed to convert a total of $132,628$265,674 the Company owed to themhim on account of unpaid salary and reimbursable expenses into 663,140 Shares; 

·2,415,222 shares of the Company’s common stock. The Company issued 120,000 Shares to Mr. Chee and 120,000 Shares to Mr. Barth. The Sharesshares were issued in recognition of the services provided toon December 28, 2022, and were valued at $577,238.

On December 12, 2022, the Company by Mr. Cheeconverted a $31,267 in outstanding 4% notes payable into 284,241 shares of its common stock.  The shares were issued on December 28, 2022, and Mr. Barth; and 

·The Company issued 150,000 Shares to an arms-length party for services provided. were valued at $67,933.

Above 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 certified they were not residents of the United States and were otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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

Notes:

(1)Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on June 12, 2012. 

(2)Filed with the SEC as an exhibit to our Registration Statement on Form S-1/A2 filed on August 23, 2012. 

(3)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 28, 2013. 

(4)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2014. 

(5)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 14, 2015. 

(6)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 17, 2015. 

(7)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 9, 2016. 

(8)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 29, 2020. 

(9)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 9, 2020 

(10)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 30, 2020 

(11)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 15, 2021 

(12)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 2, 2021 

(13)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 18, 2021 

(14)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2021 

(15)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September 20, 2021 

(16)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 1, 2022 

(17)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 20, 2022 

(18)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on June 22, 2022 

(19)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2023 

(20)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 17, 2023 

(21)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 20, 2023 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 22, 2022April 3, 2023

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