DUESENBERG TECHNOLOGIES INC. (Form: 10-Q, Received: 06/22/2022 06:01:10)

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: April 30, 2022

☐	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 June 21, 2022, the number of shares of the registrant’s common stock outstanding was 49,531,145.

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	April 30, 2022		October 31, 2021

ASSETS

Current assets
Cash	$	21,371	$	7,434
Receivables		37,744		26,601
Prepaids		11,931		5,034
Total current assets		71,046		39,069

Equipment		1,215		1,952
Total assets	$	72,261	$	41,021


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	620,623	$	576,881
Accrued liabilities		15,808		45,318
Due to related parties		356,024		273,869
Notes payable		107,280		106,892
Total liabilities		1,099,735		1,002,960


Stockholders' deficit
Common stock, no par value, unlimited number authorized, 49,181,145 and 45,616,043 issued and outstanding at April 30, 2022 and October 31, 2021, respectively		9,263,285		8,503,314
Additional paid-in capital		(111,119)		(111,119)
Obligation to issue shares		-		76,950
Accumulated other comprehensive income		13,668		26,838
Deficit		(10,193,308)		(9,457,922)
Total stockholders' deficit		(1,027,474)		(961,939)
Total liabilities and stockholders' deficit	$	72,261	$	41,021

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 April 30,				Six Months Ended April 30,
	2022		2021		2022		2021

Revenue	$	10,111	$	10,326	$	19,586	$	20,732

Operating expenses
Accounting		12,410		3,180		18,949		8,492
Amortization		326		87		665		304
General and administrative expenses		14,843		48,757		46,338		87,990
Management fees		66,000		6,000		84,000		12,000
Professional fees		2,291		16,687		7,071		21,301
Regulatory and filing		14,650		13,048		18,534		17,152
Research and development costs		152,091		2,108		344,116		618,908
Salaries and wages		121,791		170,339		241,058		258,764
Travel and entertainment		2,211		620		2,211		910
		(386,613)		(260,826)		(762,942)		(1,025,821)
Other items
Foreign exchange		12,978		673		10,836		669
Interest expense		(1,418)		(3,054)		(2,866)		(7,626)
Net loss		(364,942)		(252,881)		(735,386)		(1,012,046)

Translation to reporting currency		(19,264)		(7,178)		(13,170)		(26,678)
Comprehensive loss	$	(384,206)	$	(260,059)	$	(748,556)	$	(1,038,724)

Loss per share - basic and diluted	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.02)

Weighted average number of shares outstanding:		48,219,769		44,409,711		46,896,328		44,146,972

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, 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)

Balance at October 31, 2021	45,616,043	$	8,503,314	$	76,950	$	(111,119)	$	26,838	$	(9,457,922)	$	(961,939)

Translation to reporting currency	-		-		-		-		6,094		-		6,094
Net loss	-		-		-		-		-		(370,444)		(370,444)
Balance at January 31, 2022	45,616,043		8,503,314		76,950		(111,119)		32,932		(9,828,366)		(1,326,289)

Common shares issued for private placements	2,511,962		502,393		-		-		-		-		502,393
Common shares issued for debt	663,140		132,628		-		-		-		-		132,628
Common shares issued for services	390,000		124,950		(76,950)		-		-		-		48,000
Translation to reporting currency	-		-		-		-		(19,264)		-		(19,264)
Net loss	-		-		-		-		-		(364,942)		(364,942)
Balance at April 30, 2022	49,181,145	$	9,263,285	$	-	$	(111,119)	$	13,668	$	(10,193,308)	$	(1,027,474)

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)

	Six Months Ended April 30,
	2022		2021
Cash flow used in in operating activities
Net loss	$	(735,386)	$	(1,012,046)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on related party notes		-		5,164
Accrued interest on notes payable		2,866		2,438
Amortization		665		304
Management fees, non-cash		48,000		-
Foreign exchange		(12,725)		(27,230)
Changes in operating assets and liabilities
Receivables		(12,433)		(10,298)
Prepaids		(7,315)		(129,812)
Accounts payable and accrued liabilities		16,513		490,795
Due to related parties		(10,651)		73,287
Accrued salaries due to related parties		223,052		81,899
Net cash used in operating activities		(487,414)		(525,499)

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		502,393		673,000
Loans payable to related party		-		95,153
Advances payable		-		29,000
Net cash provided by financing activities		502,393		797,153

Effect of exchange rate changes on cash		(1,042)		3,755

Net increase in cash		13,937		272,649
Cash, beginning		7,434		11,715
Cash, ending	$	21,371	$	284,364

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

F-4

DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2022

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

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

On November 1, 2019, the Company incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg Nevada”), with a purpose to undertake the development of Electric Vehicles (“EV”) using the Duesenberg brand and its VGrab Technology and applications based on the VGrab technology. On May 21, 2021, the Company incorporated Duesenberg Heritage LLC, a Nevada corporation (“Duesenberg Heritage”), with a purpose to reproduce very limited Duesenberg Heritage vehicles, Duesenberg Model J and Boat Tail series, which were originally manufactured in the 1920s and 1930s.

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

Name	Incorporation	Incorporation Date
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, 2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 15, 2022. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2021, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and six-month periods ended April 30, 2022, are not necessarily indicative of the results that may be expected for the year ending October 31, 2022.

Going Concern

The Company’s interim condensed consolidated financial statements are prepared on a going concern basis in accordance with GAAP which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company has generated a total of $78,564 in revenue from its operating activities and has accumulated losses of $10,193,308 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

F-5

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	April 30, 2022		October 31, 2021
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)	$	34,577	$	22,808
Due to a company controlled by the CEO and Director of the Company(a)		6,322		61,094
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		117,900		83,940
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		160,674		75,448
Due to a Director of the Company(a)		12,000		30,000
Due to a Director of the Company(a)		12,000		-
Due to a Director of the Company(a)		12,000		-
Due to a major shareholder for payments made on behalf of the Company(a)		551		579
Total due to related parties	$	356,024	$	273,869

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

During the six-month period ended April 30, 2022, the Company incurred $59,801 (2021 - $60,300) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $14,212 (2021 - $14,713) in reimbursable expenses with Mr. Lim. During the same period Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on behalf of the Company. On February 24, 2022, Mr. Lim agreed to convert $102,628 the Company owed him into 513,140 shares of the Company’s Common stock at $0.20 per share. During the comparative six-month period ended April 30, 2021, Mr. Lim agreed to convert a total of $77,103 into 102,804 shares of the Company’s common stock at $0.75 per share (Note 6). In addition, during the six-month period ended April 30, 2021, the Company advanced a total of $162,239 to Mr. Lim as prepayment of his future services. Of this amount, the Company applied $37,224 to the accrued salaries and reimbursable expenses the Company owed to Mr. Lim as at April 30, 2021. The remaining $125,015 advanced to Mr. Lim were recorded as part of prepaid expenses.

During the six-month period ended April 30, 2022, the Company incurred $47,841 (2021 - $48,240) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $5,046 (2021 - $2,367) in reimbursable expenses with Mr. Liong.

F-6

During the six-month period ended April 30, 2022, the Company incurred a total of $36,000 in management/director fees to its directors, Mr. Ong See-Ming, Mr. Chee Wai Hong, and Mr. Barth, who are reimbursed for their services at $2,000 per month. During the six-month period ended April 30, 2021, the Company incurred $12,000 in management/director fees with its director, Mr. Ong See-Ming.

On February 24, 2022, the Company’s board of directors resolved to grant to Mr. Chee Wai Hong and to Mr. Barth, each, 120,000 shares of its Common stock, at $0.20 per share. The value of these shares being $48,000, were recorded as part of management fees. On the same day, Mr. Ong See-Ming agreed to convert $30,000 the Company owed him on account of management fees into 150,000 shares of the Company’s Common stock, at $0.20 per share. The Company did not have similar transactions during the six-month period ended April 30, 2021.

During the six-month period ended April 30, 2022, the Company incurred $90,000 (2021 - $52,500) in management fees to its CSO, Mr. Brendan Norman.

During the six-month period ended April 30, 2022, the Company recognized $14,263 in revenue from licensing and maintenance of its SMART Systems applications to a company of which Mr. Lim is a 50% shareholder (2021 - $14,702).

During the six-month period ended April 30, 2022, the Company incurred $342,322 (2021 - $Nil) to Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, for engineering and drafting of the Duesenberg Heritage vehicles, which fees were recorded as part of research and development fees.

During the six-month period ended April 30, 2021, the Company received $95,153 in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a private company of which Mr. Joe Lim is a director and major shareholder. The loans bore interest at 4% per annum, were unsecured and payable on demand. During the same period, the Company recorded $5,164 in interest expense associated with its liabilities under notes payable issued to Hampshire Avenue. During the second and third quarters of the Company’s Fiscal 2021, Hampshire Avenue agreed to convert a total of $410,285 into 577,428 common shares of the Company, and forgave the remaining balance totaling $758. The Company did not receive any funds from Hampshire Avenue nor had to accrue any interest during the six-month period ended April 30, 2022.

During the six-month period ended April 30, 2021, the Company incurred $52,500 in management fees to its former CTO, Mr. Ian Thompson, who resigned from his position as the CTO of the Company on May 11, 2021.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at April 30, 2022 and at October 31, 2021 are as follows:

	April 30, 2022		October 31, 2021
Net book value, beginning of the period	$	1,952	$	213
Changes during the period		-		2,760
Amortization		(665)		(990)
Foreign exchange		(72)		(31)
Net book value, end of the period	$	1,215	$	1,952

NOTE 5 - NOTES PAYABLE

The following amounts were due under third-party notes payable at April 30, 2022 and October 31, 2021:

	April 30, 2022		October 31, 2021
Balance, beginning of the period	$	106,892	$	67,429
Advances received		-		29,000
Interest accrued during the period		2,866		5,309
Foreign exchange		(2,478)		5,154
Balance, end of the period	$	107,280	$	106,892

F-7

During the six-month period ended April 30, 2022, the Company accrued $2,268 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2021 - $2,125), and $598 (2021 - $312) in interest on the notes payable totaling $29,000, which accumulate interest at 4% compounded monthly. All notes payable to third-parties are unsecured and due on demand.

NOTE 6 - COMMON STOCK

On February 24, 2022, the Company closed a private placement financing by issuing 2,511,962 shares of its common stock (the “Shares”) at $0.20 per Share for gross proceeds of $502,393. The Shares were issued to a company controlled by Mr. Lim Hun Beng, director and the majority shareholder, pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to a person who represented that it is not residents of the United States and was otherwise not “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

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

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

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

NOTE 7 - SUBSEQUENT EVENTS

Subsequent to April 30, 2022, the Company entered into debt settlement agreement with an arm’s length contractor, for $51,500 the Company owed for unpaid consulting services. The Company agreed to settle the liability through cash payment of $25,000 and by issuing the vendor 350,000 shares of the Company’s common stock, which shares were issued on May 11, 2022.

On June 17, 2022, the Company entered into a share subscription agreement with a company controlled by Mr. Lim Hun Beng, to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of 1,290,000 Malaysian Ringgit (“MR”) (approximately $293,015) at 0.602MR per share ($0.14 per share). The Company agreed to accept the total investment amount in six separate tranches, of which 700,000RM ($159,000) have been received as of the date of these financial statements. The Company will issue the Shares only after the full amount, as agreed in the subscription agreement, has been provided to the Company, which is expected to be on July 29, 2022.

F-8

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

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

General

You should read this discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the fiscal year ended October 31, 2021, 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
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. On November 25, 2021, we submitted an application to wind down VGrab International which the process was completed on February 28, 2022. At the time of wind-down, Vgrab International had no assets or liabilities.

On May 17, 2018, we incorporated Duesenberg Malaysia Sdn Bhd. 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. Duesenberg’s new SMART System will consist of several modules, including Duesenberg Membership system (formerly referred to as “VGrab Membership”), which will allow its users to sign up via internet or quick response code, also known as “QR Code”, Duesenberg Cloud Management System (“DCMS”), and Duesenberg Database Management System (“DDMS”). DCMS and DDMS will form the backbone of Duesenberg’s SMART System, integrating each future developed Duesenberg SMART System’s module into the platform. The Company is currently testing the development of the Duesenberg SMART System before deployment to potential clients.

On February 18, 2019, we formed another subsidiary, Duesenberg Technologies Evolution Ltd (“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to facilitate online promotions, advertising and e-commerce to its potential customer based in P.R. China. In addition, Duesenberg Evolution is going to position itself as commodities trader to capture the current market trends in P.R. China.

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

In March of 2020 we completed development of the prototype Duesenberg vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. Prior to COVID-19 measures, we were expecting to have the first prototype of the Vending Machine installed and operational at a local university by the end of April with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of virus 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 Nevada”). The purpose of Duesenberg Nevada is to undertake the development of Electric Vehicle (“Duesenberg EV”) using the Duesenberg brand. We were given the rights to use the Duesenberg trademark name in 2018. We are planning to develop the Duesenberg EV in partnerships with leading developers and suppliers for various components into the vehicle, and also include our in-house developed Duesenberg SMART System as part of its operating system.

On January 8, 2021, Duesenberg Nevada signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. The agreement is the first step towards creating a network of suppliers required to successfully complete the Duesenberg EV development project. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files as well as the initial drafts of the exterior and interior designs for the Duesenberg EV. We expect the final design of the first Duesenberg EV to be released in mid to late 2022. 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 (“Duesenberg Heritage”). Duesenberg Heritage’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 heritage vehicles from that era (as well as possibly converting them to electrical models) will be time consuming and would require highly specialized and skilled tradesman.

In order to support the development and future production of Duesenberg EV as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 2021, we closed two private placement financings for gross proceeds of $673,000, on February 24, 2022, we closed a private placement financing for an additional $502,393. 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 second quarter ended April 30, 2022, and up to the date of the filing of this Quarterly Report:

Private Placement Financings

On February 24, 2022, we closed a private placement financing by issuing 2,511,962 shares of our common stock (the “Shares”) for total proceeds of $502,393 (the “Financing”) to a company controlled by Mr. Lim Hun Beng, the Company’s CEO, President, director and the majority shareholder (“Mr. Lim”). The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the person who is not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

On June 17, 2022, the Company entered into a share subscription agreement with the same company to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of 1,290,000 Malaysian Ringgit (“MR”) (approximately $293,015) at 0.602MR per share ($0.14 per share). The Company agreed to accept the total investment amount in six separate tranches, of which 700,000RM ($159,000) have been received as of the date of these financial statements. The Company will issue the shares only after the full amount, as agreed in the subscription agreement, has been provided to the Company, which is expected to be on July 29, 2022.

Debt Restructuring

On February 24, 2022, we entered into debt settlement agreements with Mr. Lim and Mr. Ong See-Ming, the Company’s director. Mr. Lim agreed to convert a total of $102,628 we owed Mr. Lim as at February 24, 2022, into 513,140 restricted Shares of the Company, and Mr. Ong agreed to convert a total of $30,000 we owed Mr. Ong as at February 24, 2022, into 150,000 restricted Shares of the Company.

The securities issued pursuant to the debt settlement agreements were not registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

On May 5, 2022, we entered debt settlement agreement with Veritas Consulting Group Inc., an arm’s length contractor (“Veritas”), whom we engaged to provide consulting services under a 12-month consulting agreement formally entered into on June 22, 2021. We provided Veritas with a cancellation notice on September 30, 2021, however, at the time of the cancellation notice, the Company was indebted to Veritas in the amount of $51,500 for services provided. Based on the terms of the Settlement Agreement, the Company agreed to reimburse Veritas $25,000 in cash and to issue Veritas 350,000 shares of the Company’s common stock, which were issued on May 11, 2022.

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

Shares Issued for Services

On February 24, 2022, the Board of Directors of the Company resolved to issue to Mr. Chee Wai Hong and Mr. Carl Jürgen Barth, the Company’s directors, a total of 240,000 Shares (120,000 Shares each) at a deemed value of $0.20 per Share, as fully paid and non-assessable. The Shares were issued in recognition of the services provided to the Company by Mr. Chee and Mr. Barth. In addition, the Board of Directors also approved the issuance of 150,000 Shares to an arms-length party for services the Company received during the year ended October 31, 2021, and for which the Company recorded an obligation to issue shares for a total of $76,950.

The Shares issued for services were not registered under the Act and therefore may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Summary of Financial Condition

	April 30, 2022		October 31, 2021
Working capital deficit	$	(1,028,689)	$	(963,891)
Current assets	$	71,046	$	39,069
Total liabilities	$	1,099,735	$	1,002,960
Common stock and additional paid-in capital	$	9,152,166	$	8,469,145
Deficit	$	(10,193,308)	$	(9,457,922)
Accumulated other comprehensive income	$	13,668	$	26,838

Results of Operation

Our operating results for the three- and six-month periods ended April 30, 2022 and 2021, and the changes in the operating results between those periods are summarized in the table below.

Three- and Six-Months Summary

During the three-month period ended April 30, 2022, our operating expenses increased by $125,787 or 48% from $260,826, for the three months ended April 30, 2021, to $386,613 for the three months ended April 30, 2022. The most significant change in our operating expenses was associated with $152,091 in research and development costs we incurred for the design of Duesenberg Heritage vehicles, as compared to $2,108 we recorded for the three-month period ended April 30, 2021. Second largest contributing factor to our operating expenses for the three-month period ended April 30, 2022, was associated with salaries and wages expense of $121,791, which represented 32% of our operating expenses. During the comparative three-month period ended April 30, 2021, our salaries and wages expense was $170,339, representing 65% of total operating expenses for that period. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with resignation of our CTO, Ian Thompson. Our management fees increased by $60,000, to $66,000, as compared to $6,000 we incurred in the comparative three-month period ended April 30, 2021. The increase was in part associated with our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. In comparison, during the three-month period ended April 30, 202, we incurred $6,000 in management fees to one of our directors. Our accounting fees increased by $9,230 to $12,410 for the three-month period ended April 30, 2022, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $33,914, or 70% from $48,757 we incurred during the period ended April 30, 2021, to $14,843 we incurred for the three-month period ended April 30, 2022; general and administrative expenses included corporate communication fees of $292 (2021 - $35,682) and administrative fees of $11,839 (2021 - $11,918).

On a year-to-date basis, our operating expenses decreased by $262,879 or 26% from $1,025,821 for the six months ended April 30, 2021, to $762,942 for the six months ended April 30, 2022. The most significant change in our operating expenses was associated with $274,792 decrease in our research and development costs to $344,116 we incurred during the six-month period ended April 30, 2022, for the design of Duesenberg Heritage vehicles, as compared to $618,908 we expended during the six-month period ended April 30, 2021, on the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme. Our salaries and wages remained comparable to prior-period, decreasing by only $17,706, from $258,764 for the six-month period ended April 30, 2021, to $241,058, for the six-month period ended April 30, 2022, however, they represented 25% and 32% of total operating expenses for each period, respectively. Other notable expenses included $84,000 in management fees, as compared to $12,000 we incurred during the six-month period ended April 30, 2021. This increase resulted from our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. Our accounting fees increased by $10,457 to $18,949, as compared to $8,492 we incurred during the six-month period ended April 30, 2021, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our professional fees decreased by $14,230 from $21,301 we incurred during

the six-month period ended April 30, 2021, to $7,071 for the six-month period ended April 30, 2022. Our general and administrative expenses decreased by $41,652, or 47% from $87,990 we incurred during the period ended April 30, 2021, to $46,338 we incurred for the six-month period ended April 30, 2022; general and administrative expenses included corporate communication fees of $18,522 (2021 - $60,244) and administrative fees of $23,687 (2021 - $23,570). Our corporate communication fees decreased as a result of shortage of funding and with our decision to concentrate the funds that we had available on research and development as opposed to increasing the shareholder awareness of our Company.

Other Items

During the three months ended April 30, 2022, we recorded $1,418 (2021 - $3,054) in interest expense and $12,978 in realized foreign exchange gain (2021 - $673) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the six months ended April 30, 2022, we recorded $2,866 (2021 - $2,438) in interest expense accrued on the third-party notes payable. During the six months ended April 30, 2021, we recorded an additional $5,164 in interest expense associated with the liabilities under the notes payable we issued to our major shareholder, which were converted to shares during the year ended October 31, 2021. We also recorded $10,836 in realized foreign exchange gain (2021 - $669) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

Translation to Reporting Currency

Changes in translation to reporting currency result from differences between our functional currencies, being the Canadian dollar for the parent Company, Malaysian Ringgit for Duesenberg Malaysia, and Hong Kong Dollar for Duesenberg Evolution, and our reporting currency, being the United States dollar. These differences are caused by fluctuation in foreign exchange rates between the four currencies as well as different accounting treatments between various financial instruments.

Liquidity and Capital Resources

GOING CONCERN

The unaudited condensed consolidated financial statements included in this Quarterly Report 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 April 30, 2022, we had a working capital deficit of $1,028,689 and accumulated losses of $10,193,308 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 April 30, 2022		At October 31, 2021
Current assets	$	71,046	$	39,069
Current liabilities		(1,099,735)		(1,002,960)
Working capital deficit	$	(1,028,689)	$	(963,891)

During the six-month period ended April 30, 2022, our working capital deficit increased by $64,798, from $963,891 as at October 31, 2021, to $1,028,689 as at April 30, 2022. The increase in the working capital deficit was primarily related to an increase in our current liabilities of $96,775. This change was associated with a $82,155 increase in amounts payable to our related parties, mainly on account of amounts due for the salaries payable to our management. Our accounts payable increased by $43,742 and were associated with day-to-day operations of the Company. These increases were in part offset by decreased accrued liabilities of $15,808, as compared to $45,318 as at October 31, 2021, the decrease resulted mainly from reallocation of the accrued liabilities to vendor payables on receipt of actual bills. Our current assets increased by $31,977 from $39,069 at October 31, 2021 to $71,046 at April 30, 2022. The increase was mainly associated with increased cash balances as a result of a private placement financing we closed on February 24, 2022, and with increased amounts receivable, which at April 30, 2022 totaled $37,744, as compared to $26,601 we recorded as receivable at October 31, 2021.

Cash Flows

	Six Months Ended April 30,
	2022		2021
Net cash used in operating activities	$	(487,414)	$	(525,499)
Net cash used in investing activities		-		(2,760)
Net cash provided by financing activities		502,393		797,153
Effect of exchange rate changes on cash		(1,042)		3,755
Net increase in cash	$	13,937	$	272,649

Net cash used in operating activities

During the six-month period ended April 30, 2022, we used $487,414 to support our operating activities. This cash was used to cover our cash operating expenses of $696,580, to increase our receivables and prepaid expenses by $12,433 and $7,315, respectively, and to reduce amounts due to our related parties by $10,651. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $16,513, and an increase to accrued salaries and management fees payable to our management team of $223,052.

During the six-month period ended April 30, 2021, we used $525,499 to support our operating activities. This cash was used to cover our cash operating expenses of $1,031,371, to increase our receivables by $10,298, and to increase our prepaids by $129,812. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $490,795, an increase to accrued salaries payable to our management team of $81,899, and an increase to amounts due to our related parties for all other expenses of $73,287.

Non-cash operating activities

During the six-month period ended April 30, 2022, we recorded $2,866 in interest to third-party lenders under notes payable, $665 in amortization of our office equipment, and $12,725 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recognized $48,000 on grant of 240,000 Shares to Mr. Chee Wai Hong and to Mr. Barth (120,000 each), which were recorded as part of management fees.

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

Net cash provided by investing activities

During the six-month period ended April 30, 2021, we used $2,760 to acquire computers and other office equipment. We did not have any investing activities during the six months ended April 30, 2022.

Net cash provided by financing activities

During the six-month period ended April 30, 2022, we closed a private placement financing by issuing 2,511,962 Shares at $0.20 per Share for gross proceeds of $502,393. During the same period, Mr. Lim advanced to us $20,550 in the form of vendor payments made by him on our behalf. Mr Lim agreed to convert the full amount we owed to

him on account of these vendor payments to shares of our common stock at $0.20 per share, which were issued on February 24, 2022.

During the six-month period ended April 30, 2021, we received $95,153 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed $29,000 from third-party-lenders under 4% demand notes payable. During the six-month period ended April 30, 2021, we received $673,000 in proceeds from two separate private placement financings by issuing a total of 833,333 shares of our common stock.

Capital Resources

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

As of April 30, 2022, we had cash on hand of $21,371 and working capital deficit of $1,028,689, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Duesenberg products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, 2021. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

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

Foreign Currency Translation and Transaction

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

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

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

At April 30, 2022, we had $807 in cash on deposit with a large chartered Canadian bank, $20,438 in cash on deposit with a bank in Malaysia, and $126 in cash on deposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on February 15, 2022.

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

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

·The Company closed a private placement financing by issuing 2,511,962 Shares for gross proceeds of $502,393;

·The Company issued a total of 663,140 Shares to Mr. Lim and Mr. Ong pursuant to the debt settlement agreements with Mr. Lim and Mr. Ong, who agreed to convert a total of $132,628 owed to them into 663,140 Shares;

·The Company issued 120,000 Shares to Mr. Chee and 120,000 Shares to Mr. Barth. The Shares were issued in recognition of the services provided to the Company by Mr. Chee and Mr. Barth; and

·The Company issued 150,000 Shares to an arms-length party for services provided.

Above Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who certified they were not residents of the United States and were otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

On May 11, 2022, the Company issued 150,000 Shares to an arms-length party pursuant to a debt settlement agreement. The Shares were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act, as the debt holder confirmed its qualification as “accredited investor” as that term is defined under Regulation D of the Act.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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

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.(15)

Exhibit	Description
10.21	Debt Settlement Agreement between Mr. Ian George Thompson and Duesenberg Technologies Inc. dated August 30, 2021(15)
10.22	Share Subscription Agreement dated for reference February 11, 2022, between the Company and Hampshire Brands (PTE) LTD(16)
10.23	Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Lim Hung Beng(16)
10.24	Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Ong See-Ming(16)
10.25	Settlement agreement and mutual release between the Company and Veritas Consulting Group Inc. dated May 5, 2022(17)
10.26	Share Subscription Agreement dated for reference June 17, 2022, between the Company and Hampshire Brands (PTE) LTD
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 three and six months ended April 30, 2022, formatted in iXBRL; (i) Condensed Consolidated Balance Sheets at April 30, 2022 and October 31, 2021; (ii) Condensed Consolidated Statements of Operations for the Three and Six Months ended April 30, 2022 and 2021; (iii) Condensed Consolidated Statements of Stockholders’ Deficit for the Six-month Periods Ended April 30, 2022 and 2021; (iv) Condensed Consolidated Statement of Cash Flows for the Six Months ended April 30, 2022 and 2021; 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

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

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

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

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: June 21, 2022

	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)

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.

REGULATION S SUBSCRIPTION AGREEMENT

NON-U.S. PERSONS ONLY

THIS AGREEMENT is made effective as of the _17^th ___ day of _____June__________, 2022.

BETWEEN:

THE SUBSCRIBER LISTED ON THE EXECUTION PAGE

TO THIS AGREEMENT

HAMPSHIRE BRANDS (PTE) LTD, a Singapore incorporated company with a corporate office at 668 Chander Road, #02-10, 210668 Singapore

(the “Subscriber”)

OF THE FIRST PART

AND:

DUESENBERG TECHNOLOGIES INC., a British Columbia company with an office at No 21, Denai Endau 3,Seri Tanjung Pinang,

10470 Tanjung Tokong, Penang, Malaysia

(the “Company”)

OF THE SECOND PART

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.DEFINITIONS AND INTERPRETATION

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

(a)“Agreement” means this Subscription 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)“MI 51-105” means Multilateral Instrument 51-105 - Issuers Quoted in the U.S. Over-the-Counter Markets, as amended;

(d)“Offering” means the offering of the Shares by the Company;

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

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

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

(h)“Shares” means those common shares of the Company to be purchased by the Subscriber.

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 Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to 0.602 Malaysia Ringgit (“MR”) per share (the “Purchase Price”). Upon execution, the subscription by the Subscriber at the Purchase Price (or if applicable, the Adjusted Purchase Price, as that term is defined in Paragraph 2.3), will be irrevocable.

2.2The Subscriber will complete the purchase of the Shares by delivering to the Company, payment of the Purchase Price by wire transfer, check, bank draft or cashier’s check payable to the Company or such other form of payment as may be acceptable to the Company, in its sole discretion. Such payment is to be completed on the dates set forth below (the “Payment Schedule”):

1^st Payment - 5^th May 2022		RM 200,000.00

2^nd Payment - 13^th May 2022		RM 200,000.00

3^rd Payment - 30^th May 2022		RM 100,000.00

4^th Payment - 16^th June 2022		RM 200,000.00

5^th Payment - 15^nd July 2022		RM 300,000.00

6^th Payment - 29^th July 2022		RM 290,000.00

2.3Upon execution by the Company, the Company agrees to sell such Shares to the Subscriber for the Purchase Price subject to the Company's right, exercisable at the Company’s sole discretion, to sell to the Subscriber such lesser number of Shares as the Company may deem necessary or desirable. If the Subscriber fails to make a payment before its respective deadline on the Payment Schedule, the Company shall have the right (“Adjustment Right”) to adjust the Purchase Price to the closing price of the Company’s Shares on the OTC Marketplace on the first trading day following the failure to pay (the “Adjustment Date”) applying an exchange ratio of RM 4.3 to USD $1 (the “Adjusted Purchase Price”) and issue such number of Shares that are equal to the sum of the payments received before the Adjustment Date divided by the Adjusted Purchase Price.

2.4Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is a resident. The Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms that the lawyers for the Company may deem necessary to ensure compliance with all applicable securities laws and any other applicable laws.

2.5Pending acceptance of this subscription by the Company, all funds paid by the Subscriber shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company. The Subscriber acknowledges and agrees that if the funds are advanced to the Company's legal counsel, such funds will be held in trust by the Company’s legal counsel for the sole benefit of the Company and that the Company’s legal counsel shall be entitled to release such funds to the Company on confirmation by the Company that it will accept the subscription and without any further authorization or instructions from the Subscriber.

2.6The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Agreement to the Subscriber’s address indicated on the signature page of this Agreement.

2.7The Subscriber acknowledges and agrees that the Company has the right to accept or reject this Agreement in whole or in part, and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

2.8The Subscriber further acknowledges that the Company will not be required to issue any Shares until the final payment of the Purchase Price has been made or in the event of the Company’s election to use the Adjustment Right, after notice of such election has been provided to the Subscriber.

3.REGULATION S AGREEMENTS OF THE SUBSCRIBER AND RESALE RESTRICTIONS

3.1The Subscriber represents and warrants to the Corporation that the Subscriber 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.

3.2The Subscriber acknowledges, represents and warrants to the Company that the Subscriber was not in the United States both at the time the offer to purchase the Shares was received and at the time the Subscriber’s decision to purchase the Shares was made.

3.3The Subscriber acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the Securities Act.

3.4The Subscriber agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

3.5The Subscriber 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 Subscriber 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.

3.6The Subscriber 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.”

4.COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

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

4.1The Subscriber is:

(a)An “accredited investor” as that term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (a “Canadian Accredited Investor”), and the Subscriber has completed, signed, and delivered with this Agreement, a copy of the Canadian Accredited Investor Certificate attached as Schedule B and the risk acknowledgement attached as Appendix I to Schedule B to this Agreement, or

(b)the Subscriber is either (A) a director, executive officer, control person or founder of the Company, or (B) a close personal friend, close business associate, spouse, parent, grandparent, sibling or child (or a parent, grandparent, sibling or child of a spouse) of a director, executive officer, control person or founder of the Company, and in each case, has completed, signed and delivered with this Agreement, a copy of the Canadian Confirmation of Relationship Certificate attached as Schedule C to this Agreement.

4.2If the Subscriber is a non-resident of Canada, the Subscriber is required to also complete the attached Schedule “A”:

4.3The Subscriber acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Shares may not be traded in or from a jurisdiction in Canada unless the following conditions have been met, and the Company will refuse to register any transfer of the Shares 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 Shares, and (ii) the date the Shares were distributed by a control person of the Company;

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

(c)The number of Shares that the person proposes to trade, plus the number of common shares of the Company that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding common shares;

(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 Shares;

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

(h)If the person trading the Shares 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 Shares bear the Canadian restrictive legend set out in Section 0

4.4The Subscriber 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 subscribers who can afford the loss of their entire investment should consider investing in the Company. The Subscriber is an investor in securities of businesses in the development stage and acknowledges that the Subscriber is able to fend for himself/herself/itself, can bear the economic risk of the Subscriber's investment, and has such knowledge and experience in financial or business matters such that the Subscriber is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.

4.5If the Subscriber is not an individual, was not organized for the purpose of acquiring the Shares.

4.6The Subscriber 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 Subscriber 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 Subscriber's legal and financial advisors. The Subscriber 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 Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisors prior to executing this Subscription Agreement.

4.7The Subscriber acknowledges that the offering of the Shares by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Shares are being issued by the Company pursuant to an exemption from registration under the Securities Act.

4.8The Subscriber understands that the Shares 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 Subscriber represents that the Subscriber is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

4.9The Shares will be acquired by the Subscriber for investment for the Subscriber'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 Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber 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 Shares.

4.10The Subscriber is not aware of any advertisement or general solicitation regarding the offer or sale of the Company’s securities.

4.11This Agreement has been duly authorized, validly executed and delivered by the Subscriber.

4.12The Subscriber has satisfied himself/herself/itself as to the full observance of the laws of the Subscriber's jurisdiction in connection with any invitation to subscribe for the Share or any use of this Agreement, including (i) the legal requirements within the Subscriber's jurisdiction for the purchase of the 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 Shares; and (v) any restrictions on transfer applicable to any disposition of the Shares imposed by the jurisdiction in which the Subscriber is resident.

5.REPRESENTATIONS BY THE COMPANY

6.1 The Company represents and warrants to the Subscriber 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.

6.MISCELLANEOUS

6.1Any 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 820 - 1130 West Pender Street Vancouver, BC V6E4A4, and to the Subscriber 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.

6.2The 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.

6.3The Subscriber agrees that the representations, warranties and covenants of the Subscriber 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 Subscriber herein are made with the intent that they be relied upon by the Company in determining the eligibility of a purchaser of Shares and the Subscriber 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 Subscriber undertakes to immediately notify the Company at the address set out above of any change in any statement or other information relating to the Subscriber set forth herein.

6.4Time shall be of the essence hereof.

6.5This 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.

6.6The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Subscriber and the Company and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber 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.

6.7The Subscriber, 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 Subscriber, on his/her/its own behalf and, if applicable, on behalf of others for whom he/she/it is contracting hereunder.

6.8Neither 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.

6.9The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

6.10The 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.

6.11Notwithstanding 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.

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK --

This 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.

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

NUMBER OF SHARES SUBSCRIBED FOR:	2,142,857 Shares

INDIVIDUAL SUBSCRIBER:
Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:

Telephone Number of Subscriber:
E-mail Address of Subscriber:

CORPORATE SUBSCRIBER:
Signature of Authorized Signatory:
Name of Subscriber:	HAMPSHIRE BRANDS (PTE) LTD
Name and Title of Authorized Signatory:	N T VANNAN / Executive Director
Address of Subscriber:	668 Chander Road, #02-10, 210668 Singapore

Jurisdiction of Incorporation of Subscriber:	Singapore
Telephone Number of Subscriber:	+6013 395 3159
E-mail Address of Subscriber:

ACCEPTED BY:
DUESENBERG TECHNOLOGIES LTD.
Signature Of Authorized Signatory:
Name of Authorized Signatory:	LIONG FOOK WENG
Position of Authorized Signatory:	EXECUTIVE DIRECTOR / CFO
Date of Acceptance:	17^th June 2022

ALL INVESTORS MUST COMPLETE EITHER SCHEDULE B (AND APPENDIX I) OR SCHEDULE C

ALL NON-US AND NON-CANADIAN INVESTORS MUST COMPLETE SCHEDULE D

SCHEDULE A

Definition of a US Person

Subscribers may not be a “US Person” as that term is defined in Regulation S of the Securities Act, and may not be acquiring the securities offered for the account or benefit of a US Person. Rule 902 of Regulation S of the Securities Act defines a “US Person as:

1.Any natural person resident in the United States;

2.Any partnership or corporation organized or incorporated under the laws of the United States;

3.Any estate of which any executor or administrator is a U.S. person;

4.Any trust of which any trustee is a U.S. person;

5.Any agency or branch of a foreign entity located in the United States;

6.Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and

7.Any partnership or corporation if:

(a)Organized or incorporated under the laws of any foreign jurisdiction; and

(b)Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are not natural persons, estates or trusts.

SCHEDULE B

Canadian Accredited Investor Certificate

(For Subscribers who qualify as a Canadian accredited investor)

The Subscriber represents and warrants to Duesenberg Technologies Ltd. (the “Company”) that the Subscriber has read the following definition of an “accredited investor” from National Instrument 45-106 - Prospectus and Registration Exemptions and certifies that the Subscriber is an accredited investor by virtue of falling into one or more of the categories below (please initial the appropriate box below):

(Initials)

_____	(a)	a Canadian financial institution, or a Schedule III bank.

_____	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).

_____	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

_____	(d)	a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador).

_____	(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person or company referred to in paragraph (d).

_____	(f)	the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the government of Canada or a jurisdiction of Canada.

_____	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scolaire de L’ile de Montreal or an intermunicipal management board in Quebec.

_____	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government.

_____	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada.

_____	(j)	an individual who, either alone or together with a spouse, beneficially owns financial assets (cash and securities) having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CDN $1,000,000.

_____	(k)	an individual whose net income before taxes exceeded CDN $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CDN $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current year.

_____	(l)	an individual who, either alone or with a spouse, has net assets of at least CDN $5,000,000.

_____	(m)	a person, other than an individual or investment fund, that has net assets of at least CDN $5,000,000.

_____	(n)	an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum Amount Investment], and 2.19 of NI 45-106 [Additional Investment in Mutual Funds], or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment Fund Reinvestment].

_____	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in the case of Quebec, the securities regulatory authority, has issued a receipt.

_____	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be.

_____	(q)	a person acting on behalf of a fully managed account managed by that person, if that person: (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund.

_____	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded.

_____	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) and (i) in form and function.

_____	(t)	a person in respect of which all of the owners of interests, direct or indirect or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors.

_____	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser.

_____	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor.

The representations and warranties made in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the date of closing of the transaction contemplated by this Agreement. If any such representations and warranties becomes untrue or inaccurate prior to the closing, the undersigned Subscriber will give the Company immediate written notice.

The Subscriber acknowledges that the Company will be relying on this certificate in connection with the Agreement. The statements made in this certificate are true.

Dated June 17, 2022.

Signature of Subscriber:
Name of Subscriber:	HAMPSHIRE BRANDS (PTE) LTD
Authorized Signatory of Subscriber (if Corporate Subscriber):
Address of Subscriber:	668 Chander Road, #02-10, 210668 Singapore

INVESTORS MUST ALSO COMPLETE APPENDIX I TO THIS SCHEDULE

APPENDIX I TO SCHEDULE “B”

RISK ACKNOWLEDGEMENT FORM

Form 45-106F9

Form for Individual Accredited Investors

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Common Shares	Issuer: Duesenberg Technologies Ltd.
Purchased from: [Instruction: Indicate whether securities are purchased from the issuer or a selling security holder.]
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:		Your initials
Risk of loss - You could lose your entire investment of $MYR1,290,000.00. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk - You may not be able to sell your investment quickly - or at all.
Lack of information - You may receive little or no information about your investment.
Lack of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.		Your initials
`·`Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
`·`Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
`·`Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
`·`Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print): HAMPSHIRE BRANDS (PTE) LTD
Signature:		Date: 17^th June 2022
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:	Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
For investment in a non-investment fund Duesenberg Technologies Inc.. 820 - 1130 West Pender Street Vancouver, BC V6E4A4 Tel: 236 304-0299 Email: contactus@duesenbergtech.com Website: www.duesenbergtech.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

Form instructions:

1.This form does not mandate the use of a specific font size or style but the font must be legible.

2.The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.

3.The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.

	Three Months Ended April 30,		Percentage	Six Months Ended April 30,		Percentage
	2022	2021	Change	2022	2021	Change
Revenue	$ 10,111	$ 10,326	(2)%	$ 19,586	$ 20,732	(6)%
Operating expenses	(386,613)	(260,826)	48%	(762,942)	(1,025,821)	(26)%
Foreign exchange	12,978	673	1,828%	10,836	669	1,520%
Interest expense	(1,418)	(3,054)	(54)%	(2,866)	(7,626)	(62)%
Net loss	(364,942)	(252,881)	44%	(735,386)	(1,012,046)	(27)%
Translation to reporting currency	(19,264)	(7,178)	168%	(13,170)	(26,678)	(51)%
Comprehensive loss	$(384,206)	$(260,059)	48%	$(748,556)	$(1,038,724)	(28)%

_____	(a)	a director, executive officer, founder or control person of the Company.

_____	(b)	a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the Company.

_____	(c)	a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the Company.

_____	(d)	a close personal friend of a director, executive officer, founder or control person of the Company.

_____	(e)	a close business associate of a director, executive officer, founder or control person of the Company.

_____	(f)	a person or company of which a majority of the voting securities are beneficially owned by or a majority of the directors are persons or companies described in subparagraphs (a) to (e) above.

_____	(g)	a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (a) to (e) above.