10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 31, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to_______

Commission File Number 000-54800

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation or organization) 99-0364150 (I.R.S. Employer Identification No.)

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):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

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, the number of shares of the registrant’s common stock outstanding was 45,616,043.

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TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
ITEM 1. FINANCIAL STATEMENTS.	F-1
CONDENSED CONSOLIDATED BALANCE SHEETS	F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	F-2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT	F-3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	F-4
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	10
ITEM 4. CONTROLS AND PROCEDURES.	10
PART II - OTHER INFORMATION	11
ITEM 1. LEGAL PROCEEDINGS.	11
ITEM 1A. RISK FACTORS.	11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	11
ITEM 4. MINE SAFETY DISCLOSURES.	11
ITEM 5. OTHER INFORMATION.	11
ITEM 6. EXHIBITS.	12
SIGNATURES	14

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	July 31, 2021		October 31, 2020
ASSETS
Current assets
Cash	$	28,000	$	11,715
Receivables		23,684		3,834
Prepaids		98,178		5,388
Total current assets		149,862		20,937
Equipment		2,337		213
Total assets	$	152,199	$	21,150
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	588,622	$	69,525
Accrued liabilities		9,395		13,366
Due to related parties		191,705		371,650
Notes payable		104,965		67,429
Total liabilities		894,687		521,970
Stockholders’ deficit
Common stock, no par value, unlimited number authorized,  45,406,366 and 43,892,801 issued and outstanding at  July 31, 2021 and October 31, 2020, respectively		8,459,283		7,171,032
Additional paid-in capital		(118,378)		19,399
Accumulated other comprehensive income		22,914		58,829
Deficit		(9,106,307)		(7,750,080)
Total stockholders’ deficit		(742,488)		(500,820)
Total liabilities and stockholders’ deficit	$	152,199	$	21,150

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

F-1

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Three Months Ended July 31,				Nine months ended July 31,
	2021		2020		2021		2020
Revenue	$	10,225	$	7,092	$	30,957	$	$7,092
Operating expenses
Accounting		7,417		2,193		15,909		7,121
Amortization		258		1,132		562		3,503
General and administrative expenses		39,720		23,511		127,710		47,725
Management fees		6,000		6,000		18,000		18,000
Professional fees		6,839		3,196		28,140		6,911
Regulatory and filing		6,520		11,454		23,672		22,953
Salaries and wages		128,970		67,567		387,734		220,216
Research and development costs		155,285		11,307		774,193		11,307
Travel and entertainment		1,118		182		2,028		9,089
		(352,127)		(126,542)		(1,377,948)		(346,825)
Other items
Foreign exchange		(559)		(71)		110		(15)
Impairment of deposits		-		-		-		(22,801)
Interest expense		(1,720)		(3,407)		(9,346)		(8,923)
Net loss		(344,181)		(122,928)		(1,356,227)		(371,472)
Translation to reporting currency		(9,237)		(3,432)		(35,915)		22,580
Comprehensive loss	$	(353,418)	$	(126,360)	$	(1,392,142)	$	(348,892)
Loss per share - basic and diluted	$	(0.01)	$	(0.00)	$	(0.03)	$	(0.01)
Weighted average number of shares outstanding:		45,351,050		42,112,717		44,552,742		40,482,586

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

F-2

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Common Stock
	Shares	Amount		Obligation to Issue Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Deficit		Total
Balance at October 31, 2019	35,513,838	$	5,358,377	$	958,215	$	233,009	$	46,339	$	(7,264,164)	$	(668,224)
Common shares issued for services	133,333		29,333		(29,333)		-		-		-		-
Common shares issued for debt	6,465,546		928,882		(928,882)		-		-		-		-
Translation to reporting currency	-		-		-		-		(7,663)		-		(7,663)
Net loss	-		-		-		-		-		(132,635)		(132,635)
Balance at January 31, 2020	42,112,717		6,316,592		-		233,009		38,676		(7,396,799)		(808,522)
Translation to reporting currency	-		-		-		-		33,675		-		33,675
Net loss	-		-		-		-		-		(115,909)		(115,909)
Balance at April 30, 2020	42,112,717		6,316,592		-		233,009		72,351		(7,512,708)		(890,756)
Translation to reporting currency	-		-		-		-		(3,432)		-		(3,432)
Net loss	-		-		-		-		-		(122,928)		(122,928)
Balance at July 31, 2020	42,112,717	$	6,316,592	$	-	$	233,009	$	68,919	$	(7,635,636)	$	(1,017,116)
Balance at October 31, 2020	43,892,801	$	7,171,032	$	-	$	19,399	$	58,829	$	(7,750,080)	$	(500,820)
Translation to reporting currency	-		-		-		-		(19,500)		-		(19,500)
Net loss	-		-		-		-		-		(759,165)		(759,165)
Balance at January 31, 2021	43,892,801		7,171,032		-		19,399		39,329		(8,509,245)		(1,279,485)
Common shares issued for private placements	833,333		673,000		-		-		-		-		673,000
Common shares issued for debt	617,404		598,882		-		(135,829)		-		-		463,053
Translation to reporting currency	-		-		-		-		(7,178)		-		(7,178)
Net loss	-		-		-		-		-		(252,881)		(252,881)
Balance at April 30, 2021	45,343,538		8,442,914		-		(116,430)		32,151		(8,762,126)		(403,491)
Common shares issued for debt	62,828		26,074		-		(1,948)		-		-		24,126
Share issuance costs	-		(9,705)		-		-		-		-		(9,705)
Translation to reporting currency	-		-		-		-		(9,237)		-		(9,237)
Net loss	-		-		-		-		-		(344,181)		(344,181)
Balance at July 31, 2021	45,406,366	$	8,459,283	$	-	$	(118,378)	$	22,914	$	(9,106,307)	$	(742,488)

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

F-3

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Nine months ended July 31,
	2021		2020
Cash flow used in operating activities
Net loss	$	(1,356,227)	$	(371,472)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on related party notes		5,435		6,047
Accrued interest on notes payable		3,800		2,876
Amortization		562		3,503
Foreign exchange		(34,106)		5,566
Impairment of deposits		-		22,801
Changes in operating assets and liabilities
Receivables		(19,796)		-
Prepaids		(92,218)		(3,134)
Accounts payable and accrued liabilities		511,854		5,848
Due to related parties		9,353		38,713
Accrued salaries due to related parties		202,729		160,661
Net cash used in operating activities		(768,614)		(128,591)
Cash flows used in investing activities
Purchase of equipment		(2,760)		-
Net cash used in investing activities		(2,760)		-
Cash flows provided by financing activities
Common shares issued for private placements		673,000		-
Share issuance costs		(9,705)		-
Loans payable to related party		95,152		125,875
Notes payable		29,000		-
Net cash provided by financing activities		787,447		125,875
Effect of exchange rate changes on cash		212		(235)
Net increase/(decrease) in cash		16,285		(2,951)
Cash, beginning		11,715		19,806
Cash, ending	$	28,000	$	16,855

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

F-4

DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

On May 21, 2021, the Company incorporated Duesenberg Heritage LLC, a Nevada corporation (the “Duesenberg Heritage”), with a purpose to reproduce very limited Duesenberg Heritage vehicles which were originally manufactured in the 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.

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

Name	Incorporation	Incorporation Date
VGrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Duesenberg Malaysia Sdn Bhd. (formerly VGrab Communications Malaysia Sdn Bhd)	Malaysia Companies Act 2016	May 17, 2018
Duesenberg Technologies Evolution Ltd (formerly VGrab Asia Limited)	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019
Duesenberg Inc.	Nevada, USA	November 1, 2019
Duesenberg Heritage LLC	Nevada, USA	May 21, 2021

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, 2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2021. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2020, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and nine-month periods ended July 31, 2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2021.

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 in revenue from its operating activities and has accumulated losses of $9,106,307 since inception. Continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. To date the Company has funded its operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity and/or debt financing. The outcome

F-5

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:

	July 31, 2021		October 31, 2020
Due to a major shareholder for payments made on behalf of the Company(a)	$	1,297	$	1,294
Notes payable to a major shareholder(b)		212		300,818
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)		-		39,393
Due to a company controlled by the CEO and Director of the Company(a)		4,739		-
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		71,094		24,145
Due to a Director of the Company(a)		24,000		6,000
Due to the former Chief Technical Officer (“CTO”) of the Company’s subsidiary(a)		50,323		-
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		40,040		-
Total due to related parties	$	191,705	$	371,650

(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.

F-6

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

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

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

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

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

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

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

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

NOTE 4 - EQUIPMENT

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

	July 31, 2021		October 31, 2020
Book value,  beginning of the period	$	213	$	4,559
Changes during the period		2,760		-
Amortization		(562)		(4,353)
Foreign exchange		(74)		7
Book value, end of the period	$	2,337	$	213

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 is 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).

F-7

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

NOTE 6 - COMMON STOCK

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

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

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	385,950	514,600	$	499,162	$	113,212
Shares issued for amounts owed to the CEO and Director of the Company		77,103	102,804		99,720		22,617
Total	$	463,053	617,404	$	598,882	$	135,829

(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:

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	24,126	62,828	$	26,074	$	1,948
Total	$	24,126	62,828	$	26,074	$	1,948

(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

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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, 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:

Name	Incorporation	Incorporation Date
VGrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Duesenberg Malaysia Sdn Bhd. (formerly VGrab Communications Malaysia Sdn Bhd)	Malaysia Companies Act 2016	May 17, 2018
Duesenberg Technologies Evolution Ltd (formerly VGrab Asia Limited)	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019
Duesenberg Inc.	Nevada, USA	November 1, 2019
Duesenberg Heritage LLC	Nevada, USA	May 21, 2021

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, VGrab International is being wound down as all the business operations were moved to Duesenberg Malaysia Sdn Bhd., which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia”). The main business objective of Duesenberg Malaysia is to facilitate online promotions, advertising and e-commerce.

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

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

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

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

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

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

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

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

Recent Corporate Events

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

Management Changes

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

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

Debt Restructuring

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

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

On June 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) introduce the Company to various securities dealers, investment advisors, analysts, funding sources, and other members of the financial community, and (iv) generally assist us in our efforts to enhance our visibility in the financial community. Veritas is a New York, Wall Street-based Company made up of seasoned veterans with 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 Services

On April 16, 2021, Duesenberg Malaysia Sdn Bhd., engaged Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”), a private company of which Mr. Joe Lim is a 33% shareholder, to assist the Company with engineering and drafting 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.

Summary of Financial Condition

	July 31, 2021		October 31, 2020
Working capital deficit	$	(744,825)	$	(501,033)
Current assets	$	149,862	$	20,937
Total liabilities	$	894,687	$	521,970
Common stock and additional paid-in capital	$	8,340,905	$	7,190,431
Deficit	$	(9,106,307)	$	(7,750,080)
Accumulated other comprehensive income	$	22,914	$	58,829

Results of Operation

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

Three and Nine Months Summary

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	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	2021	2020	Change	2021	2020	Change
Revenue	$     10,225	$       7,092	44%	$       30,957	$       7,092	337%
Operating expenses	(352,127)	(126,542)	178%	(1,377,948)	(346,825)	297%
Foreign exchange	(559)	(71)	687%	110	(15)	(833)%
Impairment of deposits	-	-	n/a	-	(22,801)	(100)%
Interest expense	(1,720)	(3,407)	(50)%	(9,346)	(8,923)	5%
Net loss	(344,181)	(122,928)	180%	(1,356,227)	(371,472)	265%
Translation to reporting currency	(9,237)	(3,432)	169%	(35,915)	22,580	(259)%
Comprehensive loss	$(353,418)	$(126,360)	180%	$(1,392,142)	$(348,892)	299%

Revenue

During the three- and nine-month periods ended July 31, 2021, we generated $7,223 and $21,925, respectively, in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems (2020 - $7,092 for three- and nine-month periods ended July 31, 2020, respectively). Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,002 and $9,032, respectively, from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which is managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer (2020 - $Nil for three- and nine-month periods ended July 31, 2020, respectively). Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,450), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

Operating Expenses

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

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	2021	2020	Change	2021	2020	Change
Operating expenses:
Accounting	$    7,417	$    2,193	238%	$     15,909	$     7,121	123%
Amortization	258	1,132	(77)%	562	3,503	(84)%
General and administrative expenses	39,720	23,511	69%	127,710	47,725	168%
Management fees	6,000	6,000	0%	18,000	18,000	0%
Professional fees	6,839	3,196	114%	28,140	6,911	307%
Regulatory and filing	6,520	11,454	(43)%	23,672	22,953	3%
Research and development costs	155,285	11,307	1,273%	774,193	11,307	6,747%
Salaries and wages	128,970	67,567	91%	387,734	220,216	76%
Travel and entertainment	1,118	182	514%	2,028	9,089	(78)%
Total	$ 352,127	$ 126,542	178%	$1,377,948	$ 346,825	297%

During the three-month period ended July 31, 2021, our operating expenses increased by $225,585 or 178% from $126,542, for the three months ended July 31, 2020, to $352,127 for the three months ended July 31, 2021. The most significant change in our operating expenses was associated with $155,285 in research and development costs we incurred for the digitization of the drawings and the blueprints of Duesenberg Heritage vehicles, which we commissioned from Hampshire Automotive; during the comparative period ended July 31, 2020, our research and development costs were $11,307. The second largest change to our operating expenses was associated with $128,970 in salaries and wages we paid or accrued to our employees and management, a $61,403 increase, as compared to $67,567 we incurred during the three-month period ended July 31, 2020. Our general and administrative expenses increased by $16,209 to $39,720, as compared to $23,511 we incurred during the three-month period ended July 31, 2020, of the total spent on general and administrative expenses, corporate

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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 in 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, to $6,520 for the three-month period ended July 31, 2021.

On a year-to-date basis, our operating expenses increased by $1,031,123 or 297% from $346,825 for the nine months ended July 31, 2020, to $1,377,948 for the nine months ended July 31, 2021. The most significant change in our operating expenses was associated with $774,193 in research and development costs which included $618,908 we recorded for initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme, and $155,285 in fees for digitization of the drawings and the blueprints of Duesenberg Heritage vehicles, which we commissioned from Hampshire Automotive; during the comparative period ended July 31, 2020, our research and development fees were $11,307. Our salaries and wages increased by $167,518 from $220,216 we incurred during the nine-month period ended July 31, 2020, to $387,734 we incurred during the nine-month period ended July 31, 2021, the increase was mainly associated with employment agreements for our new CSO and CTO. Other notable expenses included $18,000 in management fees, which did not change in comparison to the nine-month period ended July 31, 2020; $15,909 in accounting fees, which increased by $8,788 as compared to $7,121 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 during the nine-month period ended July 31, 2020, and $23,672 in regulatory fees, a $719 increase as compared to $22,953 we incurred during the nine-month period ended July 31, 2020.

The above increases were in part offset by decreased travel and entertainment expenses, which during the nine-month period ended July 31, 2021, totaled $2,028 as compared to $9,089 we incurred during the comparative period in 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.

Other Items

During the three months ended July 31, 2021, we recorded $1,720 (2020 - $3,407) 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 in realized foreign exchange gain (2020 - $15 loss) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

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

Translation to Reporting Currency

Changes in translation to reporting currency result from 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.

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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, we had a working capital deficit of $744,825 and accumulated losses of $9,106,307 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. 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

	At July 31, 2021		At October 31, 2020
Current assets	$	149,862	$	20,937
Current liabilities		(894,687)		(521,970)
Working capital deficit	$	(744,825)	$	(501,033)

During the nine-month period ended July 31, 2021, our working capital deficit increased by $243,792, from $501,033 as at October 31, 2020, to $744,825 as at July 31, 2021. The increase in the working capital deficit was primarily related to an increase in our current liabilities of $372,717. This change was associated with a $519,097 increase in amounts payable to our vendors, mainly on account of amounts due for the design fees of our Duesenberg EV, and a $37,536 increase in notes payable we issued to our lenders. These increases were offset by a $179,945 decrease in the amounts due to our related parties associated with a conversion to Shares of $77,103 we owed to Mr. Lim on account of unpaid salary and reimbursable expenses, and a conversion to Shares of $410,076 we owed to Hampshire Avenue under the 4% notes payable. Our accrued liabilities decreased by $3,971. The increase in our current liabilities was partially offset by an increase in our current assets of $128,925 which resulted from cash we received on closing of two concurrent private placement financing whereby we issued a total of 833,333 shares for gross proceeds of $673,000, and an increase to a prepaid expense of $92,790, which was associated with advance payment of future wages and other reimbursable expenses we made to Mr. Joe Lim. In addition, our receivables increased by $19,850 and were in part associated with GST receivable on Canadian operations, and with the amounts to be collected from our customers.

Cash Flows

	Nine Months Ended July 31,
	2021		2020
Net cash used in operating activities	$	(768,614)	$	(128,591)
Net cash used in investing activities		(2,760)		-
Net cash provided by financing activities		787,447		125,875
Effect of exchange rate changes on cash		212		(235)
Net increase/(decrease) in cash	$	16,285	$	(2,951)

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Net cash used in operating activities

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.

During the nine-month period ended July 31, 2020, we used $128,591 to support our operating activities. This cash was used to cover our cash operating expenses of $330,679 and, to increase our prepaid expenses by $3,134. These uses of cash were offset by $5,848 increase in our accounts payable, $38,713 increase in amounts due to related parties for reimbursable expenses, and by $160,661 increase to accrued salaries payable to our CEO and CFO.

Non-cash operating activities

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 in investing activities

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

Net cash provided by financing activities

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

We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our VGrab 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.

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

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

Fair Value of Financial Instruments

Our financial instruments include cash, amounts receivable, accounts payable 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, we had $12,369 in cash on deposit with a large chartered Canadian bank, $15,170 in cash on deposits with a bank in Malaysia, and $461 in cash on deposits with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of 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.

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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, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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

On March 9, 2021, we entered into debt settlement agreements (the “Agreements”) with Mr. Lim Hun Beng, the Company’s CEO, President and the majority shareholder, and Hampshire Avenue SDN BHD, the Company’s major shareholder, (together referred here as the “Debt Holders”), whereby we proposed and the Debt Holders agreed to convert a total of $463,053 owed to the Debt Holders into 617,404 restricted common shares (the “Shares”) of the Company.

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

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

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

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

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

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

11

Item 6. Exhibits.

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

Exhibit	Description
3.1	Notice of Articles.(4)
3.2	Articles.(1)
3.3	Certificate of Continuation.(2)
3.4	Certificate of Change of Name dated January 6, 2014.(4)
3.5	Certificate of Change of Name dated February 11, 2015.(6)
3.6	Certificate of Change of Name dated December 23, 2020.(10)
3.7	Notice of Articles dated December 23, 2020(10)
10.1	Software Purchase Agreement between the Company and Hampshire Capital Limited. dated January 8, 2015.(5)
10.2	Service Agreement between VGrab International Ltd. and Hampshire Infotech SDN BHD dated July 12, 2015.(7)
10.3	Mobile Application Development Agreement between VGrab Asia Ltd. and Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie dated March 5, 2019.(8)
10.4	Debt Settlement Agreement between VGrab Communications Inc. and HG Group Sdn Bhd dated July 9, 2019. (8)
10.5	Debt Settlement Agreement between VGrab Communications Inc. and Chen Weijie dated August 30, 2019. (8)
10.6	Debt Settlement Agreement between VGrab Communications Inc. and Gu Xianwin dated August 30, 2019. (8)
10.7	Debt Settlement Agreement between VGrab Communications Inc. and Zheng Qing dated August 30, 2019. (8)
10.8	Debt Settlement Agreement between VGrab Communications Inc. and Hampshire Avenue Sdn Bhd dated September 2, 2019. (8)
10.9	Debt Settlement Agreement between VGrab Communications Inc. and Liew Choong Kong dated October 3, 2019. (8)
10.10	Debt Settlement Agreement between Mr. Lim Hun Beng and VGrab Communications Inc. dated October 6, 2020. (9)
10.11	Debt Settlement Agreement between Mr. Liong Fook Weng and VGrab Communications Inc. dated October 6, 2020. (9)
10.12	Debt Settlement Agreement between Mr. Ong See Ming and VGrab Communications Inc. dated October 6, 2020. (9)
10.13	General service agreement between Rocket Supreme S.L. and Duesenberg Inc.(11)
10.14	Employment Agreement between Duesenberg Inc. and Mr. Brendan Norman dated for reference January 15, 2021(12)
10.15	Employment Agreement between Duesenberg Inc. and Mr. Ian Thompson dated for reference January 15, 2021(12)
10.16	Debt Settlement Agreement between Mr. Lim Hun Beng and Duesenberg Technologies Inc. dated March 9, 2021 (13)
10.17	Debt Settlement Agreement between Hampshire Avenue SDN BHD and Duesenberg Technologies Inc. dated March 9, 2021 (13)
10.18	Digitalization Development Agreement between Hampshire Automotive Sdn Bhd and Duesenberg Technologies Malaysia Sdn Bhd dated April 16, 2021
10.19	Consulting Agreement between the Company and Veritas Consulting Group Inc. dated June 22, 2021.(14)
10.20	Share Reimbursement Agreement with Lim Kaishen dated August 6, 2021.
10.21	Debt Settlement Agreement between Mr. Ian George Thompson and Duesenberg Technologies Inc.  dated August 30, 2021

12

Exhibit	Description
16.1	Code of Ethics.(3)
31.1	Certification of CEO pursuant to Rule 13a-14(a) and 15d-14(a).
31.2	Certification of CFO pursuant to Rule 13a-14(a) and 15d-14(a).
32.1	Certification of CEO pursuant to Section 1350 of Title 18 of the United States Code.
32.2	Certification of CFO pursuant to Section 1350 of Title 18 of the United States Code.
99.1	Audit Committee Charter(3)
101	The following unaudited interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the six months ended July 31, 2021, formatted in XBRL; (i) Condensed Consolidated Balance Sheets at July 31, 2021 and October 31, 2020; (ii) Condensed Consolidated Statements of Operations for the Three and Six Months ended July 31, 2021 and 2020; (iii) Condensed Consolidated Statements of Stockholders’ Deficit for the Three- and Six-month Periods Ended July 31, 2021 and 2020; (iv) Condensed Consolidated Statement of Cash Flows for the Six Months ended July 31, 2021 and 2020; and (v) Notes to the Condensed Consolidated Financial Statements.

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 

13

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:  September 20, 2021

DUESENBERG TECHNOLOGIES INC.
By:	/s/ Lim Hun Beng
	Lim Hun Beng Chief Executive Officer and President (Principal Executive Officer)
By:	/s/ Liong Fook Weng
	Liong Fook Weng Chief Financial Officer (Principal Accounting Officer)

14

EX-10.18

Digitalization Development Agreement

THIS Digitalization Development for Duesenberg Heritage EV - Boat Tail Agreement (“Agreement”) is made and effective from 16^th Day of April, 2021 by and between HAMPSHIRE AUTOMOTIVE SDN BHD, a Company Incorporated under Malaysia Laws (“Contractor”) and DUESENBERG TECHNOLOGIES MALAYSIA SDN BHD a Company Incorporated under Malaysia Laws (“Client”).

WHEREAS, Client desires to have the Duesenberg Heritage EV Boat Tail to be digitalised by Contractor; and

WHEREAS, Contractor represents that it has the expertise to digitalised Duesenberg Heritage EV Boat Tail via CAD and others digital equipment’s; and

WHEREAS, Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement to provide the stated stages and to receive the periodically stated payments hereinafter set forth;

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1.The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”): 

oCAD designs, chassis engineering, bodywork engineering, sketches, existing plans with modifications indicated, pictures, dimensions, and any other helpful guidelines for the Duesenberg Heritage EV Boat Tail 

ocreating, analyzing, modifying, optimizing and drafting product data, so as to achieve its design goal efficiently and effectively 

oCAD layouts of Design and digitalization development timeline of Duesenberg Heritage EV - Boat Tail (please refer to page 10 of 11 and Page 11 of 11: APPENDIX 1) 

2.Any other tasks which are not stated in this Agreement (Digitalization Development of the Duesenberg Heritage EV Boat Tail in APPENDIX 1) the Parties will have to mutually agree on, and will lead to an extension of this agreement. 

THE DRAWINGS' SPECIFICATIONS

The Client will supply the following:

3.Input in the form of sketches, existing plans with modifications indicated, pictures, dimensions, and any other helpful guidelines. 

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4.A completed checklist (provided by the Contractor and completed by the Client) detailing information necessary for the preparation of the Drawings. 

5.A review and revision of the first draft of the Drawings. 

The Contractor will provide the following services:

6.Sets of plans, each containing (if applicable) the car design structure plans, cross sections and preliminary layout structural. Detailed electrical plans and production drawings are not prepared as part of this service, but will be prepared in the event that the Client request for such a service. Types of materials usage, automotive parts (such as electrical motor/powertrain. Etc), electrical, and HVAC layouts are not provided as part of this service. Client is to provide such details for Contractor’s input and integration into the digitalization. 

7.The Contractor will create a first draft set of Drawings (“First Draft”). After the Client reviews and revises the First Draft, the Contractor will incorporate the revisions into the “Second Draft”. Any revisions beyond the Second Draft are subject to additional charges as outlined in Clause 16. 

8.The version of the CAD documentations provided to Client may not represent the final design and the Client have the sole responsibility to compare the CAD documentations provided with the documents and inputs provided by Client, if there are such, for accuracy.  In the event of a conflict between our CAD files/documents, if there are such, and the CAD documentations and inputs provided by Client drawings shall govern. It is the Client’s responsibility to determine if any conflicts exist. Client shall notify the Contractor of any errors or omissions in the CAD documentations that the Client discover so that the Contractor will have a reasonable amount of time within which to correct, in the Client’s sole and absolute discretion, any such errors or omissions.  

The fee charged in Clause 16 is based on the assumption that structural and subsections digital design is per the Contractor’s standard design criteria.

TERM OF AGREEMENT

9.The term of this Agreement (the 'Term”) will begin on the date of this Agreement and will remain in full force and effect until December 31,2021, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. 

10.In the event that either Party wishes to terminate this Agreement prior to December 31, 2021, that Party will be required to provide 30 days' written notice to the other Party. 

PERFORMANCE

11.The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

CURRENCY

12.Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Malaysian Ringgit (MYR/RM). 

COMPENSATION

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13.The Contractor will charge the Client for the Services a total of $3,200,000.00 (the “Compensation”). 

14.Invoices submitted by the Contractor to the Client are due within 5 working days of receipt. 

15.The Client will be invoiced based on six (6) stages on service deliveries (Project timeline see: APPENDIX 2 Timeline Process): 

Stage 1: Bodywork Digitalization
(20% of total)	$640,000.00
Stage 2: EV Platform Engineering Digitalization
(10% of total)	$320,000.00
Stage 3: Vehicle Technology Development
(25% of total)	$800,000.00
Stage 4: Propulsion System and Electrical Architecture
(20% of total)	$640,000.00
Stage 5: Vehicle Attribute Engineering & Optimization
(20% of total)	$640,000.00
Stage 6: Balance - 30 days after Handover
(5% of total)	$160,000.00
Total	$3,200,000.00

16.The fee for the Digitalization Development for Duesenberg Heritage EV - Boat Tail is MYR$3,200,000.00.  Any revisions beyond the Second Draft will be billed at MYR$250.00 per hour. 

BANK ACCOUNT INFORMATION

17.All payments hereof shall be made in MYR/RM (Malaysian Ringgit) and paid by bank transfer to the bank account indicated by the Contractor as follows: 

Account Holder:	Hampshire Automotive Sdn Bhd
Bank Name:	UOB Berhad
Bank Account No:	17230 45792

REIMBURSEMENT  OF EXPENSES

18.The Contractor will be reimbursed within 30 days after reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. 

19.All expenses must be pre-approved by the Client. All expenses will be justified with receipts. 

INTEREST ON LATE PAYMENTS

20.Interest payable on any overdue amounts under this Agreement is charged at a rate of 4.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower. 

CONFIDENTIALITY

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21.Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

22.The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. 

23.All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. 

OWNERSHIP OF INTELLECTUAL PROPERTY

24.All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client once all agreed payments are received by The Contractor. The use of the Intellectual Property by the Client will not be restricted in any manner once all agreed payments are received. 

RETURN OF PROPERTY

25.Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. 

26.Within ten (10)days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process 

RIGHT OF SUBSTITUTION

27.Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

28.In the event that the Contractor hires a sub-contractor: 

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a.the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor. 

b.for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor. 

AUTONOMY

29.Except as otherwise provided in this Agreement. the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. 

30.The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

EQUIPMENT

31.Except as otherwise provided in this Agreement. the Contractor will provide at the Contractor's own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement. 

NO EXCLUSIVITY

32.The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 

NOTICES

33.Any written notice or demand required by this Agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth herein. The notice shall be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail. 

TERM

34.This Agreement shall be effective as of the Effective Date and shall continue in effect until complete payment of the Digitalization Development Price or until earlier terminated as provided in this Agreement or until the contracted services as outlined in Clause 15 have been completed. 

TERMINATION FOR CAUSE

35.This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 

EFFECT OF TERMINATION

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36.Client shall pay Contractor for all services rendered and work performed up to the effective date of termination for any reason subject to Client's rights to only pay fair value if Client terminates for cause. Contractor shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt. 

LIMITED WARRANTIES:

37.SERVICES PROVIDED Contractor warrants that for a period of thirty (30) days from receiving of the Services Rendered, the Services will provided in accordance with all the material terms of the Services Specifications. All warranty claims not made in writing within such period shall be deemed waived. As the sole and exclusive remedy of Client for breach of the foregoing warranty, Contractor shall, at its option, either correct the nonconformity or refund to Client the amount attributable to the number of actual hours Contractor spent developing the defective portion of the Services Rendered. Contractor shall not be liable for failures caused by third party hardware or software (including Client's own systems), misuse of the Services provided, or the negligence or wilful misconduct of Client. 

PERFORMANCE OF PROFESSIONAL SERVICES

38.Contractor warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel. Notwithstanding the above, Client's exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Client paid during the term of this Agreement. 

FORCE MAJEURE

39.Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes. 

INDEPENDENT CONTRACTOR STATUS

40.The relationship of Contractor to Client will be that of an independent Contractor, and neither Contractor nor any employee of Contractor will be deemed to be an agent or employee of Client. It is expressly understood that this undertaking is not a joint venture. 

THIRD PARTY DISCLAIMER

41.Contractor makes no warranty of any kind, whether express or implied with regard to any third party products, third party content or any software, equipment or hardware obtained from any third parties. 

THIRD PARTY SOFTWARE

42.Additionally, in the event Client elects to install or seek assistance from Contractor in connection with the installation of any third-party software, the following terms shall apply. Client represents  

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and warrants that Client has the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. Client agrees to defend, indemnify and hold harmless Contractor and its employees, officers and directors for, from and against any and all claims brought against Contractor and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party’s rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. Client agree that in such an event Client shall pay all resulting costs, damages, expenses and reasonable attorneys’ fees that a court awards and settlements incurred by Contractor in connection with any such claims.

LAW AFFECTING ELECTRONIC COMMERCE

43.The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Contractor and its sub-Contractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Contractor warrants that it will secure, as needed on e-commerce sites, a valid SSL certificate on any site which will transmit, receive, process or have access to sensitive data of any sort. 

DISPUTES

44.Client and CONTRACTOR agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Jefferson County, Alabama and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Alabama sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Alabama or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. 

TRADEMARKS

45.The Client unconditionally warrants and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Contractor, and/or its assigns for inclusion in the Services are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Contractor, its assigns and its subcontractors’ from any liability (including attorney's fees and court costs),  

Page 7 of 11

including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

SEVERABILITY

46.In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force. 

WAIVER

47.Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement. 

ASSIGNMENT

48.Neither party may not assign this Agreement or any of its rights or obligations or the license hereunder, without the prior written consent of the other. 

REMEDIES NOT EXCLUSIVE

49.The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute. 

CHOICE OF LAW AND JUSRISDICTION

50.This Agreement will be governed and interpreted by the laws of Malaysia, without regard to its conflicts of law provisions. The parties hereby irrevocably and unconditionally agree to the non-exclusive jurisdiction of the courts of the jurisdiction in Malaysia, and all courts competent to hear appeals there from. 

ENTIRE AGREEMENT

51.This Agreement and all exhibits, schedules, and Change Order(s) set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by both parties. 

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IN WITNESS WHEREOF, Contractor and Client have executed this Agreement effective as of the date and year first written above.

On behalf of	On behalf of
DUESENBERG TECHNOLOGIES MALAYSIA SDN BHD	HAMPSHIRE AUTOMOTIVE SDN BHD
/s/ Charles Liong	/s/ Tony Tan
Name: Charles Liong	Name: Tony Tan
Executive Director	Director

Page 9 of 11

APPENDIX 1

PROCESS AND TIMELINE

Page 10 of 11

APPENDIX 1

PROCESS AND TIMELINE

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EX-10.20

SHARES REIMBURSEMENT AGREEMENT

This Shares Reimbursement Agreement (the “Agreement”) is effective on 6th August 2021,

BETWEEN:	DUESENBERG TECHNOLOGIES INC.
	with the address at;
	No 21, Denai Endau 3,Seri Tanjung Pinang,
	10470 Tanjung Tokong,
	Penang, Malaysia
	(Hereinafter referred to as “DTI”) of the one part
AND:	LIM KAISHEN, Company No; 588773
	with the address at;
	No 28-8-6, Bayswater Resort Condominium,
	Lebuh Tunku Kudin 2, Gelugor,
	11700 Penang, Malaysia
	(Hereinafter referred to as “LK”) of the second part

WHEREAS:

1)DTI is listed in OTCQB and a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct. 

2)LK is an existing registered shareholder of DUSYF shares. 

Definitions and Interpretation

In this Agreement, the following terms shall have the following meanings:

“Agreement”means this Reimbursement Share Agreement, and all schedules and amendments to in the Agreement 

“DUSYF”Stock quote for Duesenberg Technologies Inc. Common Stock at the OTC Markets. 

“The Company”Shall mean Duesenberg Technologies Inc. 

“Exchange Act”means the United States Securities Exchange Act of 1934, as amended; 

“MI 51-105”means Multilateral Instrument 51-105 - Issuers Quoted in the U.S. Over-the-Counter Markets, as amended; 

“SEC”means the United States Securities and Exchange Commission; 

“Securities Act”means the United States Securities Act of 1933, as amended; and 

“Shares”means those common shares of the Company to be reimburse by DTI. 

“Related companies”Includes companies that are directly and indirectly related with the companies either by shares, common directors or licensed agreement and/or also includes directly or indirectly a subsidiaries or associates companies. 

“VCG”Shall mean Veritas Consulting Group Inc. 

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I.Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or incorporate and vice versa.  It shall also include such person’s heirs, personal representatives, successor-in-title, and permitted assigns.  All references to a company shall include such company’s successor-in-title and permitted assigns.  Words importing the masculine gender shall include the feminine and neuter genders and vice versa.  Words importing the singular number shall include the plural number and vice versa. 

II.Where two or more persons or parties are included or comprised in any expressions, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties be deemed to be made by and be binding upon such persons or parties jointly and severally. 

NOW IT IS HEREBY AGREED AS FOLLOWS:-

a)LK has signed an agreement (Appendix I) with VCG on LK’s share transfer for the general business development consultation services provided to DTI. 

b)LK agrees and acknowledge that DTI shall only reimburse LK after the services have been rendered to DTI by VCG. 

c)LK agreed with acknowledgment there are risk associated with the shares transfer to VCG and VCG has been informed of the shares transfers shall be restricted and comply with all regulators such as SEC and FINRA. 

d)LK agreed and acknowledged, LK may not receive any reimbursement should VCG does not provide or perform the services to DTI as per agreement between LK and VCG (Agreement as per Appendix I). 

e)LK agrees and acknowledged the reimbursement on new issues shares from DTI is subject to restrictions and will comply with all regulators’ such as SEC and FINRA before any shares can issue to LK. 

f)DTI and LK agreed the reimbursement of new shares to LK shall be at the basis of one (1) to one (1) shares exchange only regardless of the share price at the time of issue. 

g)LK agrees and acknowledged that there are no additional claims nor interest to DTI for LK’s shares transfer to VCG. DTI shall not bear nor responsible for any loss in value in any way, shape or form for the new shares reimbursed. 

h)DTI agreed and will only commence reimbursement by way of DUSYF new shares issue and cause to transfer of DUSYF shares to LK for a total of Three Hundred Thousand (300,000) shares after the completion of services provided by VCG. 

i)Upon completion and fulfillment of this Agreement, both parties shall have no further claims for shares due in to the other party in any way, shape or form. 

j)The stamp and legal costs of this Agreement will be borne by both parties. 

k)This Agreement is binding on the successors and assigns of the parties hereto. 

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1.REIMBURSEMENT OF SHARES 

1.1Upon the terms and subject to the conditions of this Agreement, the DTI hereby agrees to issue new shares to LK, and LK hereby agrees to the reimbursement of shares from the DTI, 300,000 (three hundred thousand) common shares (the “Company Shares”) of Duesenberg Technologies Inc., a British Columbia company (the “Company”), free and clear of all liens, charges, and encumbrances whatsoever. 

2.COVENANTS, REPRESENTATIONS AND WARRANTIES OF LK 

LK hereby covenants with and acknowledges, represents and warrants to DTI or as follows, and acknowledges that DTI is relying upon such covenants, acknowledgements, representations and warranties in connection with the reimbursement of the Company Shares to the LK:

2.1LK is not a “U.S. Person” as that term is defined in Rule 902 the United States Securities Act of 1933, as amended (the “Securities Act”), and is not acquiring the Company Shares for the account or benefit of any U.S. Person. 

2.2LK is a resident of that jurisdiction set forth in the LK’s address appearing on the first page of this Agreement and was not in the United States either at the time of the offer to reimburse with the Company Shares was received by LK or at the time of the LK’s decision to accept the Company Shares. 

2.3LK acknowledges and agrees that DTI has to adhere to the term defined in Rule 144 of the Securities Act and as such the Company Shares are “restricted securities” as defined in Rule 144 of the Securities Act. LK further acknowledges and agrees that the reimbursement of the Company Shares by DTI has not been registered under the Securities Act or any applicable state securities laws, and that all certificates representing the Company Shares will be endorsed with a restrictive legend substantially similar to the following: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN

ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

2.4LK agrees to resell the Company Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. LK further agrees that the Company will refuse to register any transfer of the Company Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. 

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2.5LK agrees not to engage in hedging transactions with regards to the Company Shares unless such hedging transactions are made in compliance with the provisions of the Securities Act. 

2.6LK is acquiring the Company Shares for investment purposes for LK’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that LK has no present intention of selling, granting any participation in, or otherwise distributing the same. LK does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Company Shares. 

2.7 LK possesses the financial and business experience to make an informed decision to acquire the Company Shares and has had access to all information relating to the Company and its business operations which would be necessary to make an informed decision to purchase the Company Shares.  LK has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company.  LK has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with LK’s legal and financial advisors. LK believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to accept the Shares and that LK has had full opportunity to discuss this information with LK’s legal and financial advisors prior to executing this Agreement. 

2.8 LK acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. LK is an investor in securities of businesses in the development stage and acknowledges that LK is able to fend for himself/herself/itself, can bear the economic risk of LK’s investment, and has such knowledge and experience in financial or business matters such that LK is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement. 

2.9LK has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by LK will, when executed constitute, a valid and legally binding obligation of LK, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 

2.10LK has satisfied himself/herself/itself as to the full observance of the laws of LK’s jurisdiction in connection with accepting of the Company Shares, including (i) the legal requirements within LK’s jurisdiction for accepting of the Company Shares; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Company Shares; and (v) any restrictions on transfer applicable to any disposition of the Company Shares imposed by the jurisdiction in which LK is resident 

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3.COVENANTS, REPRESENTATIONS AND WARRANTIES OF DTI 

DTI covenants with and acknowledges, represents and warrants to LK as follows, and acknowledges that LK is relying upon such covenants, acknowledgements, representations and warranties in connection with accepting by LK of the Company Shares:

3.1DTI is the legal, beneficial and recorded owner of the Company Shares, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. 

3.2No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for accepting of any of the Company Shares from DTI. 

3.3The Company Shares are validly issued, fully paid and non-assessable common shares of the Company. 

3.4Neither DTI, the Company, any of their respective affiliates, nor anyone acting on their behalf, has engaged in any in any directed selling efforts in the United States in connection with the offer or sale of the Company Shares. For purposes of this Agreement, “directed selling efforts” has the meaning set forth in Rule 902(c) of the Securities Act. 

3.5DTI has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by DTI will, when executed constitute, a valid and legally binding obligation of DTI, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 

4.CLOSING AND POST-CLOSING ARRANGEMENTS 

4.1Closing of the reimbursement of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto. 

4.2Upon closing: 

(a)DTI shall deliver to LK the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to LK or as may otherwise be required to transfer the Company Shares to LK free and clear of all liens, charges and encumbrances of any kind whatsoever; and 

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5.GENERAL PROVISIONS 

a.Time shall be of the essence of this Agreement. 

b.This Agreement contains the whole agreement between the parties hereto in respect of the reimbursement of the Company Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement. 

c.This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. LK may not assign this Agreement without the consent of DTI, which consent may be withheld for any reason whatsoever. 

d.Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or telecopied to the addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing; 

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

f.This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Malaysia, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of Malaysia, 

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement

DUESENBERG TECHNOLOGIES INC.
______________________	______________________
Authorised Signature	Authorised Signature
LIONG FOOK WENG	LIM KAISHEN
______________________	______________________
Print Name	Print Name

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APPENDIX I

Page 8 of 8

EX-10.21

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is made effective as of the 30 day of August, 2021.

BETWEEN:

IAN GEORGE THOMPSON, with an address of

448 Wordsworth Street

Ferndale, Michigan 48220. USA

(the “Creditor”)

OF THE FIRST PART

AND:

DUESENBERG TECHNOLOGIES INC., a British Columbia company with a corporate office at Suite 810, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2

(the “Company”)

OF THE SECOND PART

WHEREAS:

A.As of the date of this Agreement, the Company was indebted to the Creditor in the amount of the Indebtedness for services provided by the Creditor; and 

B.The Creditor and the Company have agreed to settle the Indebtedness by issuance to the Creditor of common shares of the Company at a price of USD$0.38 per share on the terms and conditions set out herein, 

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.DEFINITIONS 

1.1The following terms will have the following meanings for all purposes of this Agreement. 

(a)“Agreement” means this Debt Settlement Agreement, and all schedules and amendments to in the Agreement; 

(b)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended; 

(c)“Indebtedness” means the indebtedness of the Company to the Creditor in the amount of USD$50,322.58; 

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(d)“MI 51-105” means Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets of the Canadian Securities Administrators, as amended; 

(e)“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended; 

(f)“Offered Securities” means the Shares; 

(g)“Offering” means the offering of the Offered Securities being made by the Company pursuant to this Agreement; 

(h)“Purchase Price” means the purchase price payable by the Creditor to the Company in consideration for the purchase and sale of the Shares in accordance with Section 2.1 of this Agreement; 

(i)“SEC” means the United States Securities and Exchange Commission; 

(j)“Securities Act” means the United States Securities Act of 1933, as amended; 

(k)“Shares” means common shares of the Company. 

1.2All dollar amounts referred to in this agreement are in United States funds, unless expressly stated otherwise. 

2.PURCHASE AND SALE OF SHARES 

2.1Subject to the terms and conditions of this Agreement, the Creditor hereby subscribes for and agrees to purchase from the Company 132,428 Shares at a price equal to USD$0.38 per Share (the “Purchase Price”).  Upon execution, the subscription by the Creditor for the Shares will be irrevocable. 

2.2Notwithstanding any other provision of this Agreement, the Company’s obligation to issue Shares to the Creditor under the terms of this Agreement is conditional upon the Offering and the sale of the Shares to the Creditor complying with all securities laws and other applicable laws of the jurisdiction in which the Creditor is resident.  The Creditor agrees to deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Creditor. 

2.3The Creditor hereby authorizes and directs the Company to deliver the securities to be issued to such Creditor pursuant to this Agreement to the Creditor’s address indicated on the first page of this Agreement. 

3.SETTLEMENT OF INDEBTEDNESS 

3.1The Company and the Creditor agree to offset the full amount of the Purchase Price against the full amount of the Indebtedness. 

3.2Forthwith upon the execution of this Agreement by the Creditor and the Company, the Company agrees to deliver to the Creditor a share certificate representing the Shares issuable under this Agreement. 

3.3Upon the delivery by the Company of the share certificate representing the Shares issuable under this Agreement, the Creditor agrees to remise, release and forever discharge the Company and its  

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respective directors, officers, servants and agents (collectively the “Releasees”) from any and all debts, obligations, claims, demands, dues, actions and causes of action whatsoever, at law or in equity, and whether known or unknown, suspected or unsuspected which the Creditor has or may in the future have against the Releasees or any of them with respect to any matter relating to the Indebtedness, whether on account of principal, interest or otherwise.

4.U.S. RESTRICTED SHARE AGREEMENTS OF THE CREDITOR 

4.1The Creditor represents and warrants to the Company that the Creditor is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.  A copy of the definition of a US Person as set out in Regulation S is attached as Schedule A to this Agreement. 

4.2The Creditor acknowledges, represents and warrants to the Company that the Creditor was not in the United States both at the time the offer to purchase the Shares was received and at the time the Creditor’s decision to purchase the Shares was made. 

4.3The Creditor acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Creditor in accordance with Regulation S of the Securities Act. 

4.4The Creditor agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. 

4.5The Creditor agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws.  The Creditor further agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. 

4.6The Creditor acknowledges and agrees that all certificates representing the Shares will be endorsed with restrictive legends substantially similar to the following in accordance with Regulation S of the Securities Act and MI 51-105: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.   SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

“THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION IN CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.”

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5.ADDITIONAL AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE CREDITOR 

The Creditor agrees, covenants, represents and warrants with and to the Company as follows, and acknowledges that the Company is relying upon such agreements, covenants, representations and warranties in connection with the sale of the Shares to such Creditor:

5.1The Creditor is an “accredited investor” as that term is defined in NI 45-106 and the Creditor has completed, signed, and delivered with this Agreement, a copy of the Canadian Accredited Investor Certificate and Risk Acknowledgement Form attached as Schedules A and B to this Agreement. 

5.2The Creditor acknowledges and agrees that (i) the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, (ii) the Offered Securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met, (iii) the Creditor will comply with such conditions in making any trade of the Offered Securities in or from a jurisdiction in Canada and (iv) the Company will refuse to register any transfer of the Offered Securities made in connection with a trade of the Offered Securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105: 

(a)A four month period has passed from the later of (i) the date that the Company distributed the Offered Securities, and (ii) the date the Offered Securities were distributed by a control person of the Company; 

(b)If the person trading the Offered Securities is a control person of the Company, such person has held the Offered Securities for at least 6 months; 

(c)The number of Offered Securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; 

(d)The trade is made through an investment dealer registered in a jurisdiction in Canada; 

(e)The investment dealer executes the trade through any of the over-the-counter markets in the United States; 

(f)There has been no unusual effort made to prepare the market or create a demand for the Offered Securities; 

(g)No extraordinary commission or other consideration is paid to a person for the trade; 

(h)If the person trading the Offered Securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and 

(i)All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. 

5.3The Creditor represents and warrants that it is a resident of the jurisdiction specified in the Creditor’s address as set out in the first page to this Agreement and that it does not presently intend to trade any of the Offered Securities in or from a jurisdiction in Canada.  If the Creditor does, in the future, intend to trade the Offered Securities in or from a jurisdiction in Canada, it will, in addition to complying with the provisions of Section 4.2, re-submit all certificates representing the Offered Securities to the Company for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates. 

5.4The Creditor acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may  

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require substantial funds in addition to the proceeds of this private placement, and that only creditors who can afford the loss of their entire investment should consider investing in the Company.  The Creditor is an investor in securities of businesses in the development stage and acknowledges that the Creditor is able to fend for himself/herself/itself, can bear the economic risk of the Creditor's investment, and has such knowledge and experience in financial or business matters such that the Creditor is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.

5.5If the Creditor is not an individual, was not organized for the purpose of acquiring the Offered Securities. 

5.6The Creditor has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the Exchange Act, and the Company’s filings on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company.  The Creditor has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with the Creditor's legal and financial advisors.  The Creditor believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to purchase the Shares and that the Creditor has had full opportunity to discuss this information with the Creditor’s legal and financial advisors prior to executing this Agreement. 

5.7The Creditor acknowledges that the offering of the Offered Securities by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Offered Securities are being issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws. 

5.8The Creditor understands that the Offered Securities will be characterized as “restricted securities” under the Securities Act as they are being acquired from the Company in a transaction not involving a public offering and that, under the Securities Act and the regulations promulgated thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Creditor represents that the Creditor is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 

5.9The Offered Securities will be acquired by the Creditor for investment for the Creditor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Creditor has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Creditor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Offered Securities. 

5.10The Creditor is not aware of any advertisement or general solicitation regarding the offer or sale of the Company’s securities. 

5.11This Agreement has been duly authorized, validly executed and delivered by the Creditor. 

5.12The Creditor acknowledges that this Agreement and the Schedules hereto require the Creditor to provide certain personal information to the Company.  Such information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining the Creditor's eligibility to purchase the Offered Securities and any other securities issuable hereunder under applicable securities laws, or preparing and registering certificates representing the Offered Securities to be issued to the Creditor, as the case may be, and completing filings required by any stock exchange or securities regulatory authority. The Creditor's personal information may be disclosed by the Company to stock exchanges or securities  

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or other regulatory authorities, and any of the other parties involved in the Offering, including the Company’s legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Creditor is deemed to be consenting to the foregoing collection, use and disclosure of the Creditor's personal information. The Creditor also consents to the filing of copies or originals of any of the Creditor's documents described herein as may be required to be filed with any stock exchange or securities or other regulatory authority in connection with the transactions contemplated hereby.

5.13The Creditor has satisfied himself/herself/itself as to the full observance of the laws of the Creditor's jurisdiction in connection with any invitation to subscribe for the Offered Securities or any use of this Agreement, including (i) the legal requirements within the Creditor's jurisdiction for the purchase of the Offered Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Offered Securities; and (v) any restrictions on transfer applicable to any disposition of the Offered Securities imposed by the jurisdiction in which the Creditor is resident. 

6.REPRESENTATIONS BY THE COMPANY 

6.1The Company represents and warrants to the Creditor that: 

(a)The Company is a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct. 

(b)The Shares, when issued in accordance with the terms and conditions of this Agreement, will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company. 

7.MISCELLANEOUS 

7.1Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at its corporate office at Suite 810, 789 West Pender Street, Vancouver, British Columbia V6C 1H2, and to the Creditor at his/her/its address indicated on the last page of this Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 

7.2The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 

7.3The Creditor agrees that the representations, warranties and covenants of the Creditor herein will be true and correct both as of the execution of this Agreement and as of the date of this Agreement will survive the closing of the transactions contemplated in this Agreement.  The representations, warranties and covenants of the Creditor herein are made with the intent that they be relied upon by the Company in determining the eligibility of a purchaser of Offered Securities and the Creditor agrees to indemnify the Company and its respective trustees, affiliates, shareholders, directors, officers, partners, employees, advisors and agents against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof.  The Creditor undertakes to immediately notify the Company at the address set out above of any change in any statement or other information relating to the Creditor set forth herein. 

7.4Time shall be of the essence hereof. 

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7.5This Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. 

7.6The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Creditor and the Company and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Creditor who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Agreement shall not be assignable by any party without prior written consent of the other parties. 

7.7The Creditor, on his/her/its own behalf and, if applicable, on behalf of others for whom he/she/it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Creditor, on his/her/its own behalf and, if applicable, on behalf of others for whom he/she/it is contracting hereunder. 

7.8Neither this Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 

7.9The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision hereof. 

7.10The headings used in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. 

7.11Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the province of British Columbia. 

7.12This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. 

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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above.

by Creditor:

/s/ Ian George Thompson

Name: Ian George Thompson

Passport No: [redacted]

DUESENBERG TECHNOLOGIES INC.

by its authorized signatory:

/s/ Lim Hun Beng

Name: Lim Hun Beng

Title: Executive Chairman/President

Page 8 of 10

SCHEDULE A

U.S. ACCREDITED INVESTOR CONFIRMATION

TO: Duesenberg Technologies Inc.

The undersigned hereby certifies that undersigned is an “accredited investor” (an “Accredited Investor”) as that term is defined in Rule 501(a) of Regulation D of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) as a result of satisfying the requirements of the paragraphs below to which the undersigned has affixed his or her initials.  ALL REFERENCES TO DOLLAR AMOUNTS IN THIS CERTIFICATE ARE TO THE LAWFUL CURRENCY OF THE UNITED STATES.

Initial where appropriate	Category	Description
	Category 1.	A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
	Category 2.	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
	Category 3.	A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or
	Category 4.	An insurance company as defined in Section 2(13) of the U.S. Securities Act; or
	Category 5.	An investment company registered under the United States Investment Company Act of 1940, as amended; or
	Category 6.	A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or
	Category 7.	A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958, as amended; or
	Category 8.	A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000; or
	Category 9.	An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or
	Category 10.	A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended; or
	Category 11.	An organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or
	Category 12.	Any director or executive officer of the Company; or

Page 9 of 10

Category 13.	A natural person whose individual net worth, or joint net worth with that person’s spouse excluding the value of his or her primary residence, net of any mortgage obligation secured by such property, at the date hereof exceeds $1,000,000 (for purposes of this section, if the mortgage or other indebtedness secured by primary residence  exceeds its value, and the mortgagee or other lender has recourse to the undersigned personally for any deficiency, the amount must be deducted from net worth); or
Category 14.	A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
Category 15.	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
Category 16.	Any entity in which all of the equity owners meet the requirements of at least one of the above categories.
Category 13A or 14A.	An Individual Retirement Account (or ‘IRA’), the beneficial owner of which is an Accredited Investor under paragraph(s) _____________ [insert one or both of Category 13 or 14].
Category 15A.	A revocable trust which does not satisfy Category 15, which may be revoked or amended at any time by its settlors (grantors) and each of its settlors is an Accredited Investor under Category 13.

All capitalized terms not defined herein shall have the meaning assigned to them in the Declaration to which this Appendix “A” is attached.

Dated:  30th August, 2021

/s/ Ian George Thompson

Signature of Subscriber

(or authorized signatory of Subscriber if not a natural person)

Ian George Thompson

Name of Subscriber

_______________________________

Name and Title of Authorized Signatory (if not a natural person)

Page 10 of 10

EX-31.1

Certification pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Lim Hun Beng, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Duesenberg Technologies Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 20, 2021

/s/ Lim Hun Beng

Lim Hun Beng

Chief Executive Officer

(Principal Executive Officer),

President

EX-31.2

Certification pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Liong Fook Weng, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Duesenberg Technologies Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 20, 2021

/s/ Liong Fook Weng

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) I, Lim Hun Beng, Chief Executive Officer of Duesenberg Technologies Inc. (the “Company”) certify that:

(a)

The Quarterly Report on Form 10-Q for the period ended July 31, 2021, of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;  and

(b)

Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 20, 2021

/s/ Lim Hun Beng

Lim Hun Beng

Chief Executive Officer

(Principal Executive Officer)

President

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) I, Liong Fook Weng, Chief Financial Officer of Duesenberg Technologies Inc. (the “Company”) certify that:

(a)

The Quarterly Report on Form 10-Q for the period ended July 31, 2021, of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;  and

(b)

Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 20, 2021

/s/ Liong Fook Weng

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Jul. 31, 2021	Sep. 20, 2021
Details
Registrant CIK	0001551887
Fiscal Year End	--10-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2021
Document Transition Report	false
Entity File Number	000-54800
Entity Registrant Name	DUESENBERG TECHNOLOGIES INC.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	99-0364150
Entity Address, Address Line One	No 21, Denai Endau 3, Seri Tanjung, Pinang
Entity Address, Postal Zip Code	10470
Entity Address, City or Town	Tanjung Tokong
Entity Address, Country	MY
City Area Code	236
Local Phone Number	304-0299
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,616,043
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jul. 31, 2021	Oct. 31, 2020
Current assets
Cash	$ 28,000	$ 11,715
Receivables	23,684	3,834
Prepaids	98,178	5,388
Total current assets	149,862	20,937
Equipment	2,337	213
Total assets	152,199	21,150
Current liabilities
Accounts payable	588,622	69,525
Accrued liabilities	9,395	13,366
Due to related parties	191,705	371,650
Notes payable	104,965	67,429
Total liabilities	894,687	521,970
Stockholders' deficit
Common stock, no par value, unlimited number authorized, 45,406,366 and 43,892,801 issued and outstanding at July 31, 2021 and October 31, 2020, respectively	8,459,283	7,171,032
Additional paid-in capital	(118,378)	19,399
Accumulated other comprehensive income	22,914	58,829
Deficit	(9,106,307)	(7,750,080)
Total stockholders' deficit	(742,488)	(500,820)
Total liabilities and stockholders' deficit	$ 152,199	$ 21,150

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Jul. 31, 2021	Oct. 31, 2020
Details
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares, Issued	45,406,366	43,892,801

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2021	Jul. 31, 2020
Details
Revenues	$ 10,225	$ 7,092	$ 30,957	$ 7,092
Operating expenses
Accounting	7,417	2,193	15,909	7,121
Amortization	258	1,132	562	3,503
General and administrative expenses	39,720	23,511	127,710	47,725
Management fees	6,000	6,000	18,000	18,000
Professional fees	6,839	3,196	28,140	6,911
Regulatory and filing	6,520	11,454	23,672	22,953
Salaries and wages	128,970	67,567	387,734	220,216
Research and development costs	155,285	11,307	774,193	11,307
Travel and entertainment	1,118	182	2,028	9,089
Total operating expenses	(352,127)	(126,542)	(1,377,948)	(346,825)
Other items
Gain (loss) on foreign exchange	(559)	(71)	110	(15)
Impairment of deposits	0	0	0	(22,801)
Interest expense	(1,720)	(3,407)	(9,346)	(8,923)
Net loss	(344,181)	(122,928)	(1,356,227)	(371,472)
Translation to reporting currency	(9,237)	(3,432)	(35,915)	22,580
Comprehensive loss	$ (353,418)	$ (126,360)	$ (1,392,142)	$ (348,892)
Loss per share - basic and diluted	$ (0.01)	$ (0.00)	$ (0.03)	$ (0.01)
Weighted average number of shares outstanding:	45,351,050	42,112,717	44,552,742	40,482,586

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Obligation to Issue Shares	Additional Paid-in Capital	AOCI Attributable to Parent	Retained Earnings	Total
Equity Balance at Oct. 31, 2019	$ 5,358,377	$ 958,215	$ 233,009	$ 46,339	$ (7,264,164)	$ (668,224)
Equity Balance, Shares at Oct. 31, 2019	35,513,838
Common stock for services, value	$ 29,333	(29,333)	0	0	0	0
Common stock for services, shares	133,333
Common stock for debt, value	$ 928,882	(928,882)	0	0	0	0
Common stock for debt, shares	6,465,546
Translation to reporting currency	$ 0	0	0	(7,663)	0	(7,663)
Net loss	$ 0	0	0	0	(132,635)	(132,635)
Equity Balance, Shares at Jan. 31, 2020	42,112,717
Equity Balance at Jan. 31, 2020	$ 6,316,592	0	233,009	38,676	(7,396,799)	(808,522)
Equity Balance at Oct. 31, 2019	$ 5,358,377	958,215	233,009	46,339	(7,264,164)	(668,224)
Equity Balance, Shares at Oct. 31, 2019	35,513,838
Translation to reporting currency						22,580
Net loss						(371,472)
Equity Balance, Shares at Jul. 31, 2020	42,112,717
Equity Balance at Jul. 31, 2020	$ 6,316,592	0	233,009	68,919	(7,635,636)	(1,017,116)
Equity Balance at Jan. 31, 2020	$ 6,316,592	0	233,009	38,676	(7,396,799)	(808,522)
Equity Balance, Shares at Jan. 31, 2020	42,112,717
Translation to reporting currency	$ 0	0	0	33,675	0	33,675
Net loss	$ 0	0	0	0	(115,909)	(115,909)
Equity Balance, Shares at Apr. 30, 2020	42,112,717
Equity Balance at Apr. 30, 2020	$ 6,316,592	0	233,009	72,351	(7,512,708)	(890,756)
Translation to reporting currency	0	0	0	(3,432)	0	(3,432)
Net loss	$ 0	0	0	0	(122,928)	(122,928)
Equity Balance, Shares at Jul. 31, 2020	42,112,717
Equity Balance at Jul. 31, 2020	$ 6,316,592	0	233,009	68,919	(7,635,636)	(1,017,116)
Equity Balance at Oct. 31, 2020	$ 7,171,032	0	19,399	58,829	(7,750,080)	(500,820)
Equity Balance, Shares at Oct. 31, 2020	43,892,801
Translation to reporting currency	$ 0	0	0	(19,500)	0	(19,500)
Net loss	$ 0	0	0	0	(759,165)	(759,165)
Equity Balance, Shares at Jan. 31, 2021	43,892,801
Equity Balance at Jan. 31, 2021	$ 7,171,032	0	19,399	39,329	(8,509,245)	(1,279,485)
Equity Balance at Oct. 31, 2020	$ 7,171,032	0	19,399	58,829	(7,750,080)	(500,820)
Equity Balance, Shares at Oct. 31, 2020	43,892,801
Translation to reporting currency						(35,915)
Net loss						(1,356,227)
Equity Balance, Shares at Jul. 31, 2021	45,406,366
Equity Balance at Jul. 31, 2021	$ 8,459,283	0	(118,378)	22,914	(9,106,307)	(742,488)
Equity Balance at Jan. 31, 2021	$ 7,171,032	0	19,399	39,329	(8,509,245)	(1,279,485)
Equity Balance, Shares at Jan. 31, 2021	43,892,801
Common stock for debt, value	$ 598,882	0	(135,829)	0	0	463,053
Common stock for debt, shares	617,404
Translation to reporting currency	$ 0	0	0	(7,178)	0	(7,178)
Common stock for cash, value	$ 673,000	0	0	0	0	673,000
Common stock for cash, shares	833,333
Net loss	$ 0	0	0	0	(252,881)	(252,881)
Equity Balance, Shares at Apr. 30, 2021	45,343,538
Equity Balance at Apr. 30, 2021	$ 8,442,914	0	(116,430)	32,151	(8,762,126)	(403,491)
Common stock for debt, value	$ 26,074	0	(1,948)	0	0	24,126
Common stock for debt, shares	62,828
Translation to reporting currency	$ 0	0	0	(9,237)	0	(9,237)
Common stock for cash, value	$ (9,705)	0	0	0	0	(9,705)
Common stock for cash, shares	0
Net loss	$ 0	0	0	0	(344,181)	(344,181)
Equity Balance, Shares at Jul. 31, 2021	45,406,366
Equity Balance at Jul. 31, 2021	$ 8,459,283	$ 0	$ (118,378)	$ 22,914	$ (9,106,307)	$ (742,488)

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Cash flow used in operating activities
Net loss	$ (1,356,227)	$ (371,472)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on notes payable, related party notes	5,435	6,047
Accrued interest on payables	3,800	2,876
Amortization	562	3,503
Foreign exchange	(34,106)	5,566
Impairment of deposits	0	22,801
Changes in operating assets and liabilities
Increase (decrease) in Receivables	(19,796)	0
Increase (decrease) in Prepaids	(92,218)	(3,134)
Increase (decrease) in Accounts payable and accrued liabilities	511,854	5,848
Increase (decrease) in Due to related parties	9,353	38,713
Increase (decrease) in Accrued salaries	202,729	160,661
Net cash used in operating activities	(768,614)	(128,591)
Cash flows used in investing activities
Purchase of equipment	(2,760)	0
Net cash used in investing activities	(2,760)	0
Cash flows provided by financing activities
Proceeds from Common shares issued for private placements	673,000	0
Share issuance costs	(9,705)	0
Loans payable to related party	95,152	125,875
Proceeds from loans payable	29,000	0
Net cash provided by financing activities	787,447	125,875
Effect of exchange rate changes on cash	212	(235)
Net increase/(decrease) in cash	16,285	(2,951)
Cash, beginning	11,715	19,806
Cash, ending	$ 28,000	$ 16,855

XML

Organization and Basis of Presentation

9 Months Ended

Jul. 31, 2021

Notes

Organization and Basis of Presentation

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

On May 21, 2021, the Company incorporated Duesenberg Heritage LLC, a Nevada corporation (the “Duesenberg Heritage”), with a purpose to reproduce very limited Duesenberg Heritage vehicles which were originally manufactured in the 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.

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

Name	Incorporation	Incorporation Date
VGrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Duesenberg Malaysia Sdn Bhd. (formerly VGrab Communications Malaysia Sdn Bhd)	Malaysia Companies Act 2016	May 17, 2018
Duesenberg Technologies Evolution Ltd (formerly VGrab Asia Limited)	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019
Duesenberg Inc.	Nevada, USA	November 1, 2019
Duesenberg Heritage LLC	Nevada, USA	May 21, 2021

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, 2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2021. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2020, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and nine-month periods ended July 31, 2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2021.

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 in revenue from its operating activities and has accumulated losses of $9,106,307 since inception. Continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. To date the Company has funded its operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity and/or debt financing. The outcome

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.

XML

Summary of Significant Accounting Policies

9 Months Ended

Jul. 31, 2021

Notes

Summary of Significant Accounting Policies

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.

XML

Related Party Transactions Disclosure

9 Months Ended

Jul. 31, 2021

Notes

Related Party Transactions Disclosure

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2021		October 31, 2020
Due to a major shareholder for payments made on behalf of the Company(a)	$	1,297	$	1,294
Notes payable to a major shareholder(b)		212		300,818
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)		-		39,393
Due to a company controlled by the CEO and Director of the Company(a)		4,739		-
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		71,094		24,145
Due to a Director of the Company(a)		24,000		6,000
Due to the former Chief Technical Officer (“CTO”) of the Company’s subsidiary(a)		50,323		-
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		40,040		-
Total due to related parties	$	191,705	$	371,650

(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.

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

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

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

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

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

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

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

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

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Equipment Disclosure

9 Months Ended

Jul. 31, 2021

Notes

Equipment Disclosure

NOTE 4 - EQUIPMENT

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

	July 31, 2021		October 31, 2020
Book value,  beginning of the period	$	213	$	4,559
Changes during the period		2,760		-
Amortization		(562)		(4,353)
Foreign exchange		(74)		7
Book value, end of the period	$	2,337	$	213

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Notes Payable Disclosure

9 Months Ended

Jul. 31, 2021

Notes

Notes Payable Disclosure

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 is 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).

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

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Common Stock Disclosure

9 Months Ended

Jul. 31, 2021

Notes

Common Stock Disclosure

NOTE 6 - COMMON STOCK

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

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

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	385,950	514,600	$	499,162	$	113,212
Shares issued for amounts owed to the CEO and Director of the Company		77,103	102,804		99,720		22,617
Total	$	463,053	617,404	$	598,882	$	135,829

(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:

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	24,126	62,828	$	26,074	$	1,948
Total	$	24,126	62,828	$	26,074	$	1,948

(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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Organization and Basis of Presentation: Basis of Accounting, Policy (Policies)

9 Months Ended

Jul. 31, 2021

Policies

Basis of Accounting, Policy

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, 2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2021. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2020, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and nine-month periods ended July 31, 2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2021.

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Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies)

9 Months Ended

Jul. 31, 2021

Policies

Principles of Consolidation, Policy

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.

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Organization and Basis of Presentation: Scedule of Subsidiaries Owned (Tables)

9 Months Ended

Jul. 31, 2021

Tables/Schedules

Scedule of Subsidiaries Owned

Name	Incorporation	Incorporation Date
VGrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Duesenberg Malaysia Sdn Bhd. (formerly VGrab Communications Malaysia Sdn Bhd)	Malaysia Companies Act 2016	May 17, 2018
Duesenberg Technologies Evolution Ltd (formerly VGrab Asia Limited)	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019
Duesenberg Inc.	Nevada, USA	November 1, 2019
Duesenberg Heritage LLC	Nevada, USA	May 21, 2021

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Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Tables)

9 Months Ended

Jul. 31, 2021

Tables/Schedules

Schedule of Amounts Due to Related Parties

	July 31, 2021		October 31, 2020
Due to a major shareholder for payments made on behalf of the Company(a)	$	1,297	$	1,294
Notes payable to a major shareholder(b)		212		300,818
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)		-		39,393
Due to a company controlled by the CEO and Director of the Company(a)		4,739		-
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		71,094		24,145
Due to a Director of the Company(a)		24,000		6,000
Due to the former Chief Technical Officer (“CTO”) of the Company’s subsidiary(a)		50,323		-
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		40,040		-
Total due to related parties	$	191,705	$	371,650

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Equipment Disclosure: Changes in Book Value of Equipment (Tables)

9 Months Ended

Jul. 31, 2021

Tables/Schedules

Changes in Book Value of Equipment

	July 31, 2021		October 31, 2020
Book value,  beginning of the period	$	213	$	4,559
Changes during the period		2,760		-
Amortization		(562)		(4,353)
Foreign exchange		(74)		7
Book value, end of the period	$	2,337	$	213

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Common Stock Disclosure: Schedule of Debt Conversions 1Q (Tables)

9 Months Ended

Jul. 31, 2021

Tables/Schedules

Schedule of Debt Conversions 1Q

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	385,950	514,600	$	499,162	$	113,212
Shares issued for amounts owed to the CEO and Director of the Company		77,103	102,804		99,720		22,617
Total	$	463,053	617,404	$	598,882	$	135,829

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Common Stock Disclosure: Schedule of Debt Conversions 2Q (Tables)

9 Months Ended

Jul. 31, 2021

Tables/Schedules

Schedule of Debt Conversions 2Q

Description	Total amount converted		Number of shares issued	Fair market value of issued shares		Loss on conversion of debt(1)
Shares issued for the notes payable to a major shareholder	$	24,126	62,828	$	26,074	$	1,948
Total	$	24,126	62,828	$	26,074	$	1,948

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Organization and Basis of Presentation (Details) - USD ($)	Jul. 31, 2021	Oct. 31, 2020
Details
Accumulated reveunes	$ 48,358
Deficit	$ 9,106,307	$ 7,750,080

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Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Details) - USD ($)	Jul. 31, 2021	Oct. 31, 2020
Due to related parties	$ 191,705	$ 371,650
Due to a major shareholder for payments made on behalf of the Company
Due to related parties	1,297	1,294
Notes payable to a major shareholder
Due to related parties	212	300,818
Due to CEO and Director
Due to related parties	0	39,393
Due to a company controlled by the CEO and Director
Due to related parties	4,739	0
Due to CFO and Director
Due to related parties	71,094	24,145
Due to a Director
Due to related parties	24,000	6,000
Due to former CTO of major subsidiary
Due to related parties	50,323	0
Due to CSO of major subsidiary
Due to related parties	$ 40,040	$ 0

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Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended				9 Months Ended
	Jul. 31, 2021	Apr. 30, 2021	Jul. 31, 2020	Jan. 31, 2020	Jul. 31, 2021	Jul. 31, 2020	Oct. 31, 2020
Interest expense	$ 1,720		$ 3,407		$ 9,346	$ 8,923
Common stock for debt, value	24,126	$ 463,053		$ 0
Accounts payable	588,622				588,622		$ 69,525
Prepaids	98,178				98,178		$ 5,388
Management fees	6,000		6,000		18,000	18,000
Revenues	10,225		7,092		30,957	7,092
Research and development costs	$ 155,285		$ 11,307		774,193	11,307
Notes payable to a major shareholder
Interest expense					5,435	6,047
Hampshire Avenue
Proceeds from Notes payable					$ 95,152	130,842
Loan interest rate per annum	4.00%				4.00%
Common stock for debt, value	$ 24,126	$ 385,950
Common stock for debt, shares	62,828	514,600
Repayment of loans						4,967
Due to CEO and Director
Common stock for debt, value	$ 77,103
Common stock for debt, shares	102,804
Wages and Salary, for officers					$ 83,477	89,256
Reimbursable expense incurred					21,878	18,864
Accounts payable	$ 73,223				73,223
Prepaids	$ 89,016				89,016
Due to CFO and Director
Wages and Salary, for officers					63,946	71,405
Reimbursable expense incurred					3,145	1,849
Due to a Director
Management fees					18,000	$ 18,000
Due to CTO of major subsidiary
Management fees					57,823
Due to CSO of major subsidiary
Management fees					97,500
Revenue from non-arms' length entity
Revenues					21,925
Hampshire Automotive
Research and development costs					$ 154,217

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Equipment Disclosure: Changes in Book Value of Equipment (Details) - USD ($)	9 Months Ended
	Jul. 31, 2021	Jul. 31, 2020	Oct. 31, 2020	Oct. 31, 2019
Details
Increase (decrease) in equipment	$ 2,760
Amortization of equipment	562		$ 4,353
Foreign exchange effect on equipment	(74)	$ 7
Equipment, net	$ 2,337		$ 213	$ 4,559

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Notes Payable Disclosure (Details) - USD ($)	9 Months Ended
	Jul. 31, 2021	Jul. 31, 2020	Oct. 31, 2020
Notes payable	$ 104,965		$ 67,429
Proceeds from advances payable	$ 29,000	$ 0
6% Note Payable
Interest per annum compounded monthly	6.00%
Interest accrued on defer repayment	$ 3,194		2,876
Notes payable	$ 75,360		$ 67,429
4% Note Payable
Interest per annum compounded monthly	4.00%
Interest accrued on defer repayment	$ 605
Notes payable	29,605
Proceeds from advances payable	$ 29,000

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Common Stock Disclosure (Details) - USD ($)	3 Months Ended
	Jul. 31, 2021	Apr. 30, 2021	Jan. 31, 2020
Common stock for cash, value	$ (9,705)	$ 673,000
Common stock for debt, value	24,126	463,053	$ 0
CEO and Hampshire Ave
Common stock for debt, value		$ 463,053
Common stock for debt, shares		617,404
Hampshire Avenue
Common stock for debt, value	$ 24,126	$ 385,950
Common stock for debt, shares	62,828	514,600
Private Placement April 9, 2021
Common stock for cash, shares		233,333
Common stock for cash, price per share	$ 0.75
Common stock for cash, value		$ 175,000
Private Placement April 15, 2021
Common stock for cash, shares		600,000
Common stock for cash, price per share	$ 0.83
Common stock for cash, value		$ 498,000

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Common Stock Disclosure: Schedule of Debt Conversions 1Q (Details) - USD ($)	3 Months Ended
	Jul. 31, 2021	Apr. 30, 2021	Jan. 31, 2020
Common stock for debt, value	$ 24,126	$ 463,053	$ 0
CEO and Hampshire Ave
Common stock for debt, value		$ 463,053
Common stock for debt, shares		617,404
Fair market value of shares issued for debt		$ 598,882
Gain (loss) on debt extinguishment		$ 135,829

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Common Stock Disclosure: Schedule of Debt Conversions 2Q (Details) - USD ($)	3 Months Ended
	Jul. 31, 2021	Apr. 30, 2021	Jan. 31, 2020
Common stock for debt, value	$ 24,126	$ 463,053	$ 0
Hampshire Avenue
Common stock for debt, value	$ 24,126	$ 385,950
Common stock for debt, shares	62,828	514,600
Fair market value of shares issued for debt	$ 26,074
Gain (loss) on debt extinguishment	$ 1,948