UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 31, 20172020

[  ]  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

VGRAB COMMUNICATIONS DUESENBERGTECHNOLOGIESINC.

(Exact name of registrant as specified in its charter)

820-1130 West Pender St.No21,DenaiEndau3,SeriTanjung, Vancouver, BC V6E 4A4Pinang,10470TanjungTokong,Penang,Malaysia

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 648-0510+1-236-304-0299

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  CommonStock,withoutparvalue

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ] No [X]

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 [X] 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 (§ 229.405 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 [X] No [  ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act. [  ]

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,069,078$1,193,082 based on a price of $0.11,$0.075, which was the last price at which our common equity was last sold as of April 28, 2017.30, 2020.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares of the registrant’s common stock, without par value, outstanding as of February 9, 2018,January 29, 2021, was 35,013,838.43,892,801.

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TABLE OF CONTENTS

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PART I

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”.  These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry.  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, those discussed in the sections of this annual report titled “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as 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.

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 annual report. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

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,

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supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

ITEM 1: BUSINESS

General

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.  The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011. On January 6, 2014, we changed our name to CoreComm Solutions Inc. and, on February 11, 2015, we changed our name to VgrabVGrab Communications Inc., and on December 23, 2020, we changed our name to reflect our current business.Duesenberg Technologies Inc.

On February 10, 2015, we completed an acquisition of the VgrabVGrab software application (the “Vgrab“VGrab Application”) pursuant to the terms of a software purchase agreement dated January 8, 2015 (the “Software Purchase Agreement”) between us and Hampshire Capital Limited (“Hampshire”). The VgrabVGrab 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 June 24, 2015, we formed a subsidiary, VgrabVGrab International Ltd., (the “Subsidiary”, or “Vgrab(“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The maininitial focus of the Subsidiary isVGrab International was to continue development of the VgrabVGrab Application and continue its market penetration in Southeast Asia.  

Change in Management

On August 14, 2017, the board of directorsAs of the Company appointed Mr. Ong, See-Ming and Ms. Chen Weijie as directors. In addition, the boarddate of directors appointed Ms. Chen Weijie its Chief Operating Officer.

Mr. Ong, See-Ming was born in Singapore but spent his formative years in the U.K. After going to school in London and graduating from Oxford University with a degree in Oriental Studies, Mr. Ong started his banking career in the City of London. Initially, he workedthis Annual Report on Form 10-K, VGrab International is used as a portfolio manager, but later relocated backholding company as all the business operations were moved to Singapore and specialized in wealth management. Mr. Ong has held senior positions with Standard Chartered, Barclays and Societe Generale. He now travels extensively throughout South East Asia providing corporate advisory services to start up businesses and holds personal stakes in some of these companies.

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Ms. Chen Weijie graduated from Huazhong University of Science & Technology with Master’s Degree in Software and Domain Engineering. Ms. Chen started her career in 2002 as a founder of Weijie Co. Ltd and Nuode Co. Ltd, companies specializing in marketing services. At the same time, Ms. Chen founded Tang Shan International Plastics Co. Ltd, a manufacturing company producing plastic films for greenhouse purposes. In 2011 Ms. Chen joined Hampshire AutomotiveVGrab Communications Malaysia Sdn Bhd one of(“VGrab Malaysia”), which we incorporated on May 17, 2018, under the subsidiaries of Hampshire Avenue Sdn Bhd, a major shareholderMalaysia Companies Act 2016 in Malaysia. The main business objective of Vgrab Communications Inc., asMalaysia is to facilitate online promotions, advertising and e-commerce.

Since its Managing Director of Research and Development.

On December 5, 2017, the board of directors of the Company appointed Mr. Liong Fook Weng as director, Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Liong replaced Ms. Chen Weijie, who resigned as director and Chief Operating Officer of the Companyincorporation, VGrab Malaysia has been working on December 5, 2017, and Mr. Jacek P. Skurtys, who resigned from his executive positions on December 5, 2017.

Mr. Liong Fook Weng, age 46, was born in Malaysia and received his master’s degree in Business Administration from the University of Durham, the United Kingdom, he also has his business certificate in hospitality from Michigan State University, USA. Since 1991, Mr. Liong has held many senior management positions in several publicly listed and privately owned companies within the manufacturing, and ecommerce industries. He has more than 20 years experience in managing the companies and contributing to their expansion plans through streamlining their financial strategies or corporate restructuring.

To fill the vacancy resulting from Mr. Skurtys’s resignation the Company appointed Mr. Lim, Hun Beng, as its Chief Executive Officer and President.

Mr. Skurtys continues to serve on the Company’s board of directors.

Business of Vgrab Communications

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

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

On March 5, 2019, VGrab Asia entered into a mobile applications for merchant and consumer use.  We have two different typesapplication development agreement with a group of private software developers from China (the “Vendor”) to develop a mobile applications, ansoftware application designed for consumers (the “Vgrab Application”) and an application designed for merchants (the “Vgrab Merchant(“VGrab WeChat Application”). We also have an online platform that we are developing to sell online goods (the “Vmore Platform”), and are working on addition of a new video service portal, Vmore Video, which will focus on filming and supplying HD and 360-degree short videos with an emphasis on sports and extreme sports. In addition, we provide marketing services to merchants including advertising on our website and in our newsletters.  

The Vgrab Application: The VgrabVGrab WeChat Application is a free mobile voucher application developed for use with smartphones in P.R.China using the WeChat Android and Apple iOS operating systems and allowsallowing users to redeem vouchers on their smartphones at a number of retailers and merchants.  Users that download the app and sign up for memberships, deposit money, purchase products, redeem vouchers, upload media promotions onto the smartphones, etc... On August 14, 2019, the VGrab WeChat Application was tested and completed for client usage.

In March of 2020 we completed development of the prototype VGrab vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a free Vgrab accountlarge-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.

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

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

On January 8, 2021, Duesenberg NV signed a contract 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. We expect the design of the first Duesenberg EV to be released in late 2021.

In order to support the development and future production of Duesenberg EV, we will require significant financing. As at the date of this Annual Report on Form 10-K we have yet to secure the required financing, and cannot assure the reader that we will be providedsuccessful in securing the required funding.

Business of Duesenberg Technologies Inc. (fka VGrab Communications Inc.)

We continue to expand and evolve our corporate strategy. Subsequent to October 31, 2020, we have made another shift to integrate our SMART Systems with vouchersdevelopment of Duesenberg EV capitalizing on our acquisition of the rights to the use of the Duesenberg brand. Since the acquisition of the Vgrab technology in 2015, the Company has been in the business of advance information technology. We believe the integration of our SMART Systems with Electric Vehicle industry will allow the Company to open a new frontier in advancing its technology.

Alongside with venturing into Duesenberg EV development, we continue working on the development of our SMART Systems and Vending Machines. Since the early months of 2020 the retail and consumer markets have been largely affected by the COVID-19 pandemic; majority of our potential clients for discountsthe SMART Systems and other promotionsthe Vending Machines have decided to postpone any purchases or joint ventures until such time that the global economy starts to recover. The Company decided to use the global situation brought on certainby COVID-19 pandemic as an opportunity to pivot, realign, and improve its SMART Systems based on the current and future expected market trends.

We see the current problem of energy resources, and eminent lack thereof, becoming one of the most important trends in the industry. Many various industries are turning towards development and use of clean, renewable energy sources, such as solar energy, wind energy, etc. Announcement of prototypes of electric vehicles and their mass productions scheduled for the near future are becoming everyday occurrence. Many vehicles are being designed to use only electricity as their main source of power.

With the development of Duesenberg EV, the Company will be involved in the EV technology revolution and is determined to redefine the primal relationship between vehicle and a driver, which has been trending in the last decade. Duesenberg’s future EV technologies will be incorporated in nearly every component of a vehicle, from dashboard panels and passenger zones to the engine configuration, braking systems, headlights and tires, without minimizing attention to building comfortable and luxurious interiors for all of the individual handcrafted vehicles.

The Company’s goal is to become climate-neutral across our full value chain, in line with the goals of the Paris Agreement, a legally binding international treaty on climate change which was adopted by 196 Parties at the twenty-first session of the Conference of the Parties (“COP 21”) in Paris, on December 12, 2015, and entered into force on November 4, 2016¹. We are committed to energy resiliency through Duesenberg’s Vehicle Development in Energy Transition Goal². The Paris Agreement  identified an immediate and urgent need to reduce greenhouse gas (GHG)

¹ https://unfccc.int/process-and-meetings/the-paris-agreement/the-paris-agreement

²https://www.irena.org/energytransition; Energy transition Goal is a transformation from fossil-based to zero-carbon emission.

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emissions to help mitigate the effects of climate change, through reduction of energy use, and improvement of air quality.

Our Strategy and Distribution

Our marketing strategy will be based mainly on ensuring Duesenberg’s EV, associated products, and services.  Vgrab’s users will have access to an array of exclusive products and/or services that will be available for purchase using accumulated Vgrab “points” and/orDuesenberg brand are recognizable and trusted. We plan on achieving this goal through various e-commerce payment methods. The available products will be tailored - statistically - to a user’s buying preferences both in proposed varietyensuring the adequate and value range.

The Vgrab Merchant Application: The Vgrab Merchant Applicationtimely information coupled with excellent service targeted towards our clients. Duesenberg brand is a user-friendly mobile application for merchants who wishwell-known heritage brand and is highly respected in the automotive industry; we intend to advertise theiruphold the standards set by its founders with our Duesenberg EV and products and services. based on our SMART Technologies.

We provide a platform which enables them to dynamically create and publish their vouchers for products/services all in one single merchant application. The use of vouchers will allow merchants to gain more publicity through distribution of free vouchers toanticipate that initial target users of Vgrab Application.Duesenberg EV would consist of high net-worth individuals or car collectors. While in development of the prototype Duesenberg EV, we are planning to manufacture a limited-edition Duesenberg EV package to market to potential high net-worth individuals as Founder’s Series.

The Vmore Platform: The Vmore PlatformIn order to achieve our goals and commence the manufacturing of the Founder’s Series vehicle, we will require substantial financing to secure various vendors, consultants, designers, manufacturers, and so on. There is an online shopping website in Malaysia. The website is designed to allow merchants to sell their goods to website visitors. Visitors who sign up for a paid membership will have access to an exclusive selection of goods and services. The platform itself, among other technologies, will incorporate geo-targeted advertising and user data statistical analysis, which will enable us to provide our customers with highly personalized content.  

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The Vmore Video: Vmore Video is currently in an early development stage. It is being designed as an online video streaming service where viewers from all aroundno assurance that the worldCompany and/or Duesenberg NV will be able to upload, search forsecure the necessary financing to commence the design and view short sportsmanufacturing of the Duesenberg EV, nor is there any assurance that the scheduled milestones will be attained as envisioned in our current plan of development.

Additionally, the conceptual design of our vehicle does not have many of the legacy issues of current car manufacturers which allows our body, construction and extreme sports videospowertrain infrastructure to be implemented in high definitiona far more cost-effective way than the existing car industry with more advanced use of Composites and Advanced Frame Techniques than traditional manufacturing allows.

Competition

The next generation of luxury automotive manufacturers are focusing on autonomous vehicles, connected vehicles, electric vehicles, and shared mobility trends. Automakers in the space of luxury electric vehicles are becoming more flexible, incorporating advanced technological and technical innovations.   

Duesenberg is planning to enter the United States market as the only Ultra-Premium EV. The Company will be required to compete with other non-electric Ultra-Premium combustion vehicles (ex. Bentley and Rolls Royce) as well as using the latest trend of 360-degree video. With the ever-growing need for social media, Vmore Video will utilize many of the popular social media sites to showcase its business and services, and to drive further traffic to Vgrab’s online platform. As additional service, Vmore Video will provide professional editorial services by its newly assembled production team tasked with reviewing uploaded clips and editing the content to improve their quality and content with latest trends as they emerge in today’s fast pace world of technology.non-ultra premium EV’s (ex. Tesla).

Our applications and the platform will be able to connect both consumer and business in a seamless way bringing significant value and exclusivity. By improving Vgrab technology we will be able to filter information about consumer and merchant browsing behavior. This will allow our customers to create and save electronic shopping lists including available to them vouchers without a need to print or cut coupons. In addition, our cloud sharing technology will be able to deliver to our customers and merchants various information packages.

Our primary markets for our products are currently located in Asia, focusing mainly on Malaysia.

During January 2018, our new management team led by Mr. Lim Hun Beng, the Company’s President and Chief Executive Officer, together with Mr. Liong Fook Weng, the Company’s Chief Financial Officer, conducted an overall review of the Company’s strategic plans with a view to complement and enhance the current and new business plans and goals.

The management decided that the Company will retain its current core business strategies which comprise Vgrab and Vmore marketing and advertising platforms; in addition, the new management team sees an opportunity to add several additional business units which will allow expanding the current business platforms, directly or through strategic partnerships, to new markets. Some of the markets that the Company is considering are healthy lifestyles and ecommerce, as well as geographical expansion to South East Asia and China.  The development of the new business strategies will begin in the second quarter of our Fiscal 2018.

Our Strategy

Our main strategy is the continued development, improvement, innovation and marketing of our Vgrab mobile applications, software and online merchant platforms (collectively, “Vgrab Products”). Once development is finished and refined, we will focus on making Vgrab a destination for consumers to find deals on goods and services, as well as interact with each other. Key elements of our strategy include, but are not limited to:

(1)

enhancing consumer and merchant experience;

(2)

marketing our Vgrab Products;

(3)

global expansion; and

(4)

becoming the first place consumers look for deals on goods and services.

Our expenditures for the next fiscal year will primarily be associated with the continuous development and testing of our Vgrab Applications and their various elements and functionalities, as well as development and enhancement of the Vmore Platform along with integration of the Vmore Video service. For some specific or highly specialized components, including but not limited to statistical analysis, data protection, software development and web utilization, we may have to seek a top end professional assistance from a third parties both in Malaysia and in the US.

Additional funding will be required in order to start strategic expansion of the current business platforms in accordance with the new strategic plan and the goals introduced by our new Management team.

Distribution

We will distribute our vouchers to customers primarily through four channels: our mobile platform, our website, email and social media. Our mobile platform consists of mobile apps which we currently offer on iOS and Android devices.  We will also provide a website via our Vmore Platform which is available on the world wide web.

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Competition

The online marketing and voucher industry is a competitive industry. We do not have a strong position in Asia or in Malaysia. We also compete with traditional marketing providers and traditional brick and mortar retailers. Our competitors include companies that have substantially greater financial resources, staff and facilities than us. Our failure to obtain and maintain a competitive position within the market could have a materially adverse effect on our business, financial condition and results of operations.

Government Regulations

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business in the automotive industry and also on the Internet. Additionally, these laws and regulations may be interpreted differently across domestic and foreign jurisdictions. As a company in a new and rapidly growing industry, we are exposed to certain risks that many of these laws may change and are subject to uncertain interpretations. These laws and regulations may involve intellectual property, product liability and consumer protection, distribution, competition, online payment and point of sale services, employee, merchant and customer privacy and data security, taxes or other areas.

Patents and Trademarks

On June 25, 2018, the Company, through VGrab International Limited, assigned the rights from Brightcliff Ltd and Hampshire Motors Group (China) Limited for the use and development of its products under the brand of Duesenberg. The rights to use the Duesenberg brand expire on June 24, 2038.

Our VgrabVGrab name has also been trade markedtrademarked under the registration certificate no 2014002852. The registration gives us non-exclusive right to use a letter “V”. The trademark is valid until March 14, 2024.

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Dependence on Major Customers

We doAs at the date of this Annual Report on Form 10-K we have two customers with whom we operate under month-to-month verbal service agreements. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our CEO and President, is a 50% shareholder. In addition, in the last quarter of our Fiscal 2020 year we started generating revenue from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, and is being managed by Shanghai Duesenberg Marketing Planning Co Ltd. Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

In addition to the customers mentioned above, on June 25, 2018, our wholly-owned subsidiary, Vgrab International Ltd., entered into a cooperation agreement on a profit-sharing basis (the “Agreement”) with Hampshire Motor Group (China) Ltd. (“HMGC”), a related corporation, for the development and marketing of Duesenberg brand (the “Brand”) licensed to HMGC by the original Duesenberg trademark owner. Pursuant to the Agreement, Vgrab International agreed to work with HMGC on developing marketing, advertising and customer relation programs for Duesenberg’s brands, with newly-developed sub-brand, Duesey, and its Duesey Coffee being the initial product offering. Vgrab International is also expected to participate in the development of new products utilizing Duesenberg Trademark.

The term of the Agreement is 10 years, with an option to extend the Agreement for an additional 10-year period. Based on the Agreement, we will be entitled to a percentage of revenue generated from the sales of any new products developed by Vgrab International or jointly with HMGC, which percentage will be determined as follows: (i) 94% from revenue of up to $100,000, and (ii) 95% from revenue of over and above $100,000. In addition, we will also be entitled to a percentage of revenue generated from the sales of the products developed by HMGC prior to the entry into the Agreement based on the following schedule: (i) 20% from revenue of up to $100,000, (ii) 15% from revenue of up to $500,000, (iii) 10% from revenue of up to $1,000,000, and (iv) 5% from revenue of over and above $1,000,000.

As of the date of this Annual Report on Form 10-K, we have not recorded any revenue associated with the Agreement, as the services have major customers.not started yet.

Research and Development

During the fiscal year ended October 31, 2017,2020, we incurred $180,000 (2016$14,629 (2019 - $150,000)$200,333) on development of Vgrab application, softwareVGrab applications, SMART Systems, and online merchant platforms.  Vending Machines.

Number of Total Employees and Number of Full Time Employees

We currently haveAs at the date of this Annual Report on Form 10-K our subsidiary, VGrab Malaysia, has 8 employees. Mr. Lim, our CEO and President, and Mr. Liong, our CFO, Corporate Secretary and the Treasurer, were on payroll of VGrab Malaysia until April 30, 2020, as of May 1, 2020 Mr. Lim and Mr. Liong are on payroll of Vgrab Asia. Our parent Company, and VGrab International had no employees other than our executive officers.during its Fiscal 2020 and 2019 years, and relied on the services of third-party consultants to support the operations.

ITEM 1A: RISK FACTORS

IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS ANNUAL REPORT, THE FOLLOWING RISKS AND UNCERTAINTIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS AND FINANCIAL CONDITION.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease our operations and if we do not obtain sufficient financing, our business will fail.

We were incorporated on August 4, 2010, however as of the date of the filing of this Annual Report on Form 10-K we were not successful in achieving profitability through our operations.

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Our ability to achieve and maintain profitability and positive cash flow from our operations is dependent upon: (i) our ability to successfully market our Duesenberg EV to potential customers, (ii) our ability to obtain and retain customers, (ii)(iii) attract and retain merchants who wish to offer deals through our Vgrab Application, (iii)VGrab Applications and who will use our SMART Systems, (iv) react to challenges from existing and new competitors; and (iv)(v) increase the awareness of our brandbrands domestically and internationally.

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In order to continue our operations, we will be required to raise additional capital through financing, which would be subject to a number of factors, including market fluctuations, customer confidence, and general economic condition.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.  Since our inception, we have used our common shares to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

Because we are in a development stage company,of our operations, our business has a high risk of failure.

WeAs of the date of the filing of this Annual Report on Form 10-K we are in a development stage company that hasof our operations and have incurred net losses since inception, weour inception. We have not attainedyet to attain profitable operations and we are dependent upon obtaining adequate financing to carry out our business activities.  The success of our business operations will depend upon our ability to obtain further financing to complete our planned development and marketing programs and to attain profitable operations. DevelopmentCompanies in development stage companiesof their operations often encounter difficulties in generating revenue from services that are provided based on the applications installed on smart phones, and the risk of failure of these companies is high.  If we are not able to complete a successful developmentour strategy and marketing programssuccessfully develop and market our Vgrab applications, SMART, as well as Duesenberg EV, we will not be able to attain sustainable profitable operations, thenresulting in failure of our business.

In addition, we have significant risks of failure associated with our business expansion into electric vehicles. There is uncertainty regarding our ability to execute prospective business plans as result of our inexperience in developing and mass-producing electric vehicles. As a result, we will fail.depend on certain key personnel and may not be able to retain and attract qualified personnel. We run risks associated with developments in alternative technologies or improvements in the internal combustion engine. There is also a risk that our conceptual vehicles will fail to perform as expected.

We have determined there is substantial doubt about our ability to continue as a going concern; as a result, we could have difficulty finding additional financing.

Our interimaudited consolidated financial statements have been prepared assuming that we will continue as a going concern. We have not generated any revenue from our main operations since inception and have accumulated losses. Our ability to continue our operations depends on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that could result from the outcome of this uncertainty.

Because our largest shareholder, Hampshire Avenue SDN. BHD. (“Hampshire Avenue”) controls over 66%47.8% of our outstanding common stock, investors may find that corporate decisions influenced by Hampshire are inconsistent with the best interests of other stockholders.

Hampshire Capital Limited controls 57% of the issued and outstanding shares of our common stock45.57%, and Hampshire InfotechAvenue Sdn. Bhd. controls 9%2.20% of the issued and outstanding shares of our common stock. Hampshire Avenue is a parent company of Hampshire and Hampshire Infotech and, accordingly, beneficially controls 66%47.8% or our common stock (for greater clarity, Hampshire Avenue and its subsidiaries are referred to in this Form 10-K as “Hampshire Group”). In accordance with our Articles of Incorporation and Bylaws, Hampshire Group is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management.

The interests of Hampshire Group may not be, at all times, the same as those of other shareholders. Hampshire Group has the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Hampshire Group may also have the effect of delaying, deferring or preventing a change in control of VgrabVGrab which may be disadvantageous to minority shareholders.

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We face intense competition.

Our business is evolving and intensely competitive, and is subject to changing technology, shifting user needs, and frequent introductions of new products and services.

We expect competition in e-commerce generally, and group buying in particular,as well as the automotive industry, as it pertains to electrical vehicles, to continue to increase. Our current and potential competitors range from large and established companies to emerging start-ups. Established companies have longer operating histories and more established relationships with customers and users, and they can use their experience and resources against us in a variety of competitive ways, including acquisitions, investing aggressively in research and development, and competing aggressively for advertisers, and websites.using economies of scale, to name a few.

If our competitors are more successful than we are in developing compelling products or in attracting and retaining customers in the form of users, advertisers, and content providers, our potential for generating revenues and growth rates could decline.

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Our success is dependent upon our ability to provide a superior mobile experience for our customers and merchants.

In order to continue to grow our mobile transactions, it is critical that our application works well with a range of mobile technologies, systems, networks and standards. Our business may be adversely affected if our customers choose not to access our offerings on their mobile devices or use mobile devices that do not offer access to our mobile applications. Similarly, our business may suffer if our merchants choose not to advertise through our application.applications or choose not to use our SMART Systems services.

Wemaybesubjecttoclaimsthatweviolatedintellectualpropertyrightsofothers,whichclaimsareextremelycostlytodefendandcouldrequireustopaysignificantdamagesandlimitourabilitytooperate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We acquired the VgrabVGrab Application from an original developer, however, there may be intellectual property rights held by others, including patents, copyrighted works and/or trademarks, which cover significant aspects of our technology. Any intellectual property claimclaims against us, regardless of merit, could be time consuming and expensive to settle or litigate and could divert management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology or content found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, or content, which could require significant effort and expense and make us less competitive in the relevant market. Any of these results could harm our business and financial performance.

We have a limited number of products.

We are reliant on the marketing and sale of our VgrabVGrab Applications, Vmore Platform and Vmore Platform.SMART Systems.  If these products do not achieve sufficient market acceptance, it will be difficult for us to achieve consistent profitability.

If our software is defective, it will adversely affect our business.

Our Vgrab ApplicationVGrab Applications, Vmore Platform, and SMART Systems may contain undetected errors, defects or bugs. Although we have not suffered significant harm from any errors, defects or bugs to date, we may discover significant errors, defects or bugs in the future that we may not be able to correct or correct in a timely manner.

It is possible that errors, defects or bugs will be found in our existing or future software products and related services with the possible results of delays in, or loss of market acceptance of, our products and services, diversion of our resources, injury to our reputation, increased service and warranty expenses and payment of damages.

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We have limited brand awareness and there is no assurance that we will be able to achieve brand awareness.

We have achieved limited brand awareness with respect to our Vgrab Applications.VGrab Applications, Vmore Platform., and SMART Systems. There is no assurance that we will be able to achieve brand awareness.  In addition, we must develop a successful market for our products in order to complete sales. If we are not able to develop successful markets for our products, then such failure will have a material adverse effect on our business, financial condition and operating results.

We sometimes hold a significant portion of our cash in United States dollars, which could weaken our purchasing power in other currencies and limit our ability to conduct our development programs.

Currency fluctuations could affect the costs of our operations and affect our operating results and cash flows.  The appreciation of Canadian dollar against the U.S. dollar can increase the costs of our operations.

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If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail.

Our success will largely depend on our ability to hire highly qualified personnel with experience in marketing, programming, data architecture and design. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.

The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations and reduces the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We are and we will remain an "emerging“emerging growth company"company” until the earliest of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large“large accelerated filer"filer” (with at least $700 million in public float) under the Exchange Act. For so long as we remain an "emerging“emerging growth company"company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging“emerging growth companies"companies” as described in further detail in the risk factors below. There may be a situation where investors may find our common stock less attractive because we rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, we may experience decreased trading market for our common stock making our stock price more volatile. Since we avail ourselves of certain exemptions from various reporting requirements, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

Our election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act, as an “emerging growth company”, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, our company, as an “emerging growth company”, can adopt the standard for the private company. This may make comparison of our financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period difficult or impossible, as possible different or revised standards may be used.

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The JOBS Act also allows our company to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as we qualify as an “emerging growth company,” we will, among other things:

·

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

·

be exempt from the "say“say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say“say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

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·

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act, as amended and instead provide a reduced level of disclosure concerning executive compensation; and

·

be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’sauditor’s report on the financial statements.

We have been implementing all of the reduced regulatory and reporting requirements that are available to the Company under the JOBS Act. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our independent registered public accounting firm is not required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to be provided in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in our company and the market price of our common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

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Because majority of our directors are not independent, they can make and control corporate decisions that may be disadvantageous to other common shareholders.

Our shares of common stock are listed on OTC Markets inter-dealer quotation system, which does not have director independence requirements. For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees (“NI 52-110”) as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. Only oneNone of our current directors Mr. Ong, See-Ming can be considered independent. Mr. Ong, See-Ming is not an independent director due to his share position in the Company.  Lim Hun Beng is not an independent director because, of hisaside from being our CEO and President, he also holds controlling position with Hampshire Avenue, our majority shareholder. Jacek (Jack) Skurtys is not an independent director because of his former position as CEO, CFO and President of the Company. Mr. Liong Fook Weng is not an independent director because of his current position as CFO and Secretary of the Company, as well as the share position in the Company.

We do not expect to declare or pay dividends in the foreseeable future.

We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future. We intend to retain any earnings to develop, carry on, and expand our business.

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“Penny stock” rules may make buying or selling our common stock difficult, and severely limit its marketability and liquidity.

Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2.

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4.

contains a toll-free telephone number for inquiries on disciplinary actions;

5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.

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ITEM 1B: UNRESOLVED STAFF COMMENTS

None.

ITEM 2: PROPERTIES

We currently do not own any real property.  Our operations management executive office is located at No 21, Denai Endau 3, Seri Tanjung Pinang,10470 Tanjung Tokong, Penang, Malaysia. The Company’s registered office and mailing address is located at 820-1130 Pender Street West, Vancouver, British Columbia, V6E 4A4, and consists of approximately 25 square feet, which are provided to us free of charge.

Our Subsidiary’s executiveRegistered and records offices of our subsidiaries are as follows:

·Duesenberg Inc., registered and records office is located at 401 Ryland St STE 200-A, Reno, NV 89502, USA. 

·VGrab International registered and records office is located at Kensington Gardens, NoNo. U1317, Lot 7616, Jalan Jumidar Buyong, 87000 Federal Territory of Labuan, Malaysia.

·VGrab Malaysia’s registered and records office is located at Level 33A, Menara 1MK, Kompleks 1 Mont Kiara N0.1 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, Malaysia.  

·VGrab Asia’s registered and records office is located at Room 2401, 24/Fl., CC Wu Building, 302-308 Hennessy Road, Wanchai, Hong Kong. 

Other than these offices, we do not currently maintain any other facilities and do not anticipate the need for maintaining other facilities at any time in the foreseeable future.

ITEM 3: LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our claims or assets are the subject of any pending legal proceedings.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.Information

Our common stock commenced trading on OTC Markets inter-dealer quotation system under the symbol VZAGF on March 8, 2013. On January 8, 2014, we changed our name to CoreComm Solutions Inc., and our stock symbol changed to COCMF; on February 11, 2015, we changed our name to VgrabVGrab Communications Inc., and our stock symbol changed to VGRBFVGRBF; on December 23, 2020, we changed our name to Duesenberg Technologies Inc., and our stock symbol changed to DUSYF effective February 13, 2015.December 29, 2020.

The table below gives the high and low bid information for each fiscal quarter for the last two fiscal years. The bid information was obtained from OTC Markets Group Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Table 1: High and low bids

Holders

As of February 9, 2018,January 29, 2021, we had 3853 shareholders of record according to a shareholders’ list provided by our transfer agent. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name. Our transfer agent is Empire Stock Transfer with an address at 1859 Whitney Mesa Dr. Henderson, Nevada, 89014 and their phone number is 702-818-5898.

Dividend Policy

We have never declared, nor paid, any dividend since our incorporation and do not foresee paying any dividends in the near future since all available funds will be used to develop and market our business.  Any future payment of dividends will depend on our financing requirements and financial condition and other factors which the board of directors, in its sole discretion, may consider appropriate.

Under the Business Corporations Act, we are prohibited from declaring or paying dividends if there are reasonable grounds for believing that we are insolvent, or the payment of dividends would render us insolvent.

Recent Sales of Unregistered Securities

On October 6, 2020, we issued a total of 1,780,084 shares of our common stock at a deemed value of $0.36 per shares to settle outstanding indebtedness of $640,830 with the Company’s CEO, CFO and a director.

Not applicable

The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation S of the Securities Act, on the basis of representations that the debt holders were not “US Persons” (as that term is defined in Regulation S) and were not in the United States at the time they received the shares. The Company did not engage in any form of “directed selling efforts” (as that term is defined in Regulation S) in connection with the issuance of the shares for debt.

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ITEM 6: SELECTED FINANCIAL DATA.

Not applicable.

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ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary of financial condition

Table 2: Comparison of financial condition

Results of operations

YEARS ENDED OCTOBER 31, 20172020 AND 20162019

Our operating results for the years ended October 31, 20172020 and 20162019 and the changes in our operating results between them are summarized in the tableTable 3 below.

Table 3: Summary

Revenue

During the yearsyear ended October 31, 2017 and 20162020, we did not have anystarted generating revenue generating operations.  We are presently in the early development stage of our operations, with our main business goal being software application development, marketing and distribution. We can provide no assurances that we will be able to generate enough cash flow from our operationsSMART Systems software licensing and maintenance of the applications required to supportrun SMART Systems. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our ongoing operations.CEO and President, is a 50% shareholder. In addition, we started generating revenue from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, and is being managed by Shanghai Duesenberg Marketing Planning Co Ltd. Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

During the year ended October 31, 2020, we generated $17,401 in revenue from our SMART Systems and WeChat Online product (2019 - $Nil).

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Operating Expenses

Our operating expenses for the years ended October 31, 20172020 and 20162019 consisted of the following:

Table 4: Changes in operating expenses

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Our operating expenses increaseddecreased by $5,085,$244,296, or 2%34%, from $268,610$716,438 for the year ended October 31, 20162019, to $273,695$472,142 for the year ended October 31, 2017.2020. The most significant change inexpense item that contributed to our operating expenses was associated with increased researchsalaries and developmentwages we incurred through our subsidiaries in Malaysia and Hong Kong, which totaled $295,579 and were mainly associated with salaries and reimbursable expenses we accrued to our CEO and CFO (2019 - $338,119). The second largest expense was associated with general and administrative costs of $30,000 (from $150,000$59,997 (2019 - $56,437), of which administrative fees accounted for $44,580 (2019 - $45,160). Regulatory and filing fees totaled $32,827, an increase of $3,928, as compared to $28,899 we incurred in comparative period.

In addition to the above expenses, we incurred $24,000 in management fees, a decrease of $5,333, as compared to $29,333 we incurred during the year ended October 31, 20162019. Our travel and entertainment expenses decreased by $17,295 to $180,000$10,437 we incurred during the year ended October 31, 2017), followed by increase in regulatory and filing fees of $5,293 or 33% (from $15,978 in our Fiscal 20162020, as compared to $21,271$27,732 we incurred in our Fiscal 2017)2019; these decreases were associated with reduced travel requirements associated with COVID-19 travel bans imposed by various federal governments. Our professional fees increase by $2,099 from $12,143 to $14,242. During the year ended October 31, 2020, we recorded $4,353 in amortization on equipment that we purchased for Vgrab Malaysia’s operations (2019 - $4,901). These increases were in part offset by decreased general and administrative fees of $47,677 (2016 - $74,928),Our accounting fees of $16,734 (2016 - $17,805), and professional fees of $8,013 ($2016 - $9,899).decreased by $2,463, from $18,541 we incurred during the year ended October 31, 2019, to $16,078 we incurred during the year ended October 31, 2020.

Other Items

During the year ended October 31, 2016,2020, we recorded $80,000, being a fair value of 500,000 common shares we issued$22,801 impairment on deposit paid by our subsidiary, VGrab Asia, to a company controlled by Mr. Ralph Biggar our shareholder, and former director and officer.

On July 11, 2016, we reached anvendor, as underlying agreement to convert $49,467 we owed to a third party into 412,226 restricted common shares ofsupply certain commodities the Company at a deemed price of $0.12 per share. At the time of the conversion, the fair market value of our common shares was $0.07 per share, which resulted in a gain of $20,611 on conversion of debt.

During the year ended October 31, 2017, we recorded $15,922 in realized foreign exchange losses associated with the fluctuation in foreign exchange between the US and Canadian currencies. In our Fiscal 2016, we recorded $5,999acquired  for trading fell through (2019 - $Nil); $4,513 (2019 - $1,856) in realized foreign exchange gains associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian and Canadian currencies.

During the year ended October 31, 2017, we recorded $250Hong Kong currencies; and $12,887 (2019 - $11,674) in interest associated with our liabilities under the notes payable we issued to our major shareholder. debt holders.

During the comparative year ended October 31, 2016,2019, we concluded negotiations with certain debt holders to convert a total of $923,798 we owed on account of services and cash advances provided to us into 6,465,546 shares of our common stock. A total of $623,798 was converted at a deemed value of $0.18 per share with remaining $300,000 converted at a deemed valued of $0.10 per share. We recorded $115,000 as loss on conversion of $660,000 debt with third-party service providers and a lender. Remaining $263,798 in converted debt was owed to Hampshire Avenue, our major shareholder. Hampshire Avenue agreed to convert the debt at a deemed price of $0.18 per share. At the time the agreement was executed, our shares were trading at $0.105 per share, resulting in $109,916 gain associated with conversion of this debt, which we recorded $241 in interest associated with our liabilities under the notes payable we issuedas an increase to our major shareholder.an additional paid-in capital.  

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Translation to Reporting Currency

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

Liquidity

GOING CONCERN

The audited consolidated financial statements included in this Annual Report on Form 10-K 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 have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders and management, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based upon our current plans, we expect to incur operating losses in future periods. At October 31, 2017,2020, we had a working capital deficit of $392,986$501,033 and accumulated losses of $5,865,739$7,750,080 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. The consolidated financial statements included with this Annual Report on Form 10-K 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.

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INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

Table 5: Working Capital

During the year ended October 31, 2017,20120, our working capital deficit increaseddecreased by $276,910,$107,491, from $116,076$608,524 at October 31, 20162019, to $392,986$501,033 at October 31, 2017.2020. The increasedecrease in working capital deficit was primarily related to the increaseconversion of $640,830 we owed to our management team for wages and management fees into 1,780,084 shares of our common stock. These changes were in accountspart offset by reclassification of $67,429 we owed under a note payable for software development costs as well as amountsand accrued interest thereon due on August 31, 2021 from long-term liabilities to related parties.current liabilities.

Table 6: Cash Flows

Net cash used in operating activities. During the year ended October 31, 2017,2020, we used $57,581$159,889 to support our operating activities. This cash was used to cover our cash operating expenses of $273,228. This use$447,005, to increase our receivables by $3,016, and to pay $334 towards our future expenses. These uses of cash waswere offset by decreases$53,290 increase in GST recoverable and prepaid expenses of $791 and $404, respectively, and by increases in accounts payable and accrued liabilities of $213,724, and amounts due to related parties of $728.for reimbursable expenses, by $216,592 increase to accrued salaries payable to our CEO and CFO, and a $20,584 increase to our accounts payable and accrued liabilities.

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During the year ended October 31, 2016,2019, we used $87,983$236,594 to support our operating activities. This cash was used to cover our cash operating expenses of $234,111, to increase our GST recoverable and prepaid expenses by $621 and $1,888, respectively,$683,147, and to reducepay $23,128 towards our accounts payable and accrued liabilities by $1,363.future expenses. These uses of cash were offset by increased$34,044 increase in amounts due to related parties of $150,000.for reimbursable expenses, and by $212,941 increase to accrued salaries payable to our CEO and CFO. In addition, a $222,541 increase to our accounts payable and accrued liabilities and $154 decrease in GST recoverable further decreased cash used in operations.

Non-cash operating activities. During the year ended October 31, 2017,2020, we recorded $16,389$22,801 in impairment of our deposits, and $1,130 in foreign exchange fluctuation between the US, Canadian, Malaysian, and CanadianHong Kong currencies. We recorded $8,966 in interest on our notes payable to Hampshire Avenue and $3,921 in interest on CAD$83,309 note payable due on August 31, 2021. In addition, we recorded $4,353 in amortization of our office equipment.

During the year ended October 31, 2016,2019, we recorded $115,000 loss on conversion of third-party debt (the shares were issued 500,000 shares of our common stock to a consultant for introducing us to Hampshire Capital Limited,on January 8, 2020). We recorded $29,333 in management fee associated with the Vendor of the Vgrab Application. The fair value of these133,333 shares was determined to be $80,000 and was recorded as finder’s fees. During the same period we issued 300,000 shares of our common stock to our director, as partand $4,901 in amortization expense associated with the computers and other office equipment we acquired for the operations of his resignation package. The shares were valued at $28,500 and were recorded as non-cash consulting fees.Vgrab Malaysia. In addition, we recorded $20,611 gainaccrued $10,720 in interest on conversion ofour notes payable to Hampshire Avenue, and $954 in interest on $64,259 we reclassified from current debt to an arms length party, whenlong-term debt. These non-cash transactions were in part offset by $2,799 in foreign exchange fluctuations between the US, Canadian, Malaysian, and Hong Kong currencies.

Net cash used in investing activities. During the year ended October 31, 2019, we settled $49,467 with 412,226 shares ofused $5,515 to acquire computer and office equipment for our common stock with a fair market value of $28,856.operations in Malaysia. We did not have any investing activities in our Fiscal 2020 year.

Net cash provided by financing activities. During the year ended October 31, 2017,2020, we received $35,841 as proceeds from the$151,773 under loan agreements with Hampshire Avenue SDN BHD, a parent company of Hampshire Group.Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.

During the year ended October 31, 2016,2019, we received $26,527 as proceeds from the$243,948 under loan agreements with Hampshire Avenue SDN BHD, a parent company of Hampshire Group.Avenue. The loans borebear interest at 4% per annum, wereare unsecured and payable on demand. These loans were converted

Non-cash financing activities. During the year ended October 31, 2020, we agreed to convert $640,830 we owed to our management team as at July 31, 2020, for salaries and reimbursable expenses as well as for management fees into 1,780,084 shares of our common stock at a deemed price of $0.36 per share. At the time of conversion our shares traded at $0.48, therefore we recognized $213,610 as decrease to our paid-in capital.

On October 3, 2019, we agreed to convert $100,000 we owed to a third-party lender under a non-interest-bearing loan agreement into 1,000,000 shares of our common stock at a deemed price of $0.10 per share. At the time of conversion our shares traded at $0.205, therefore we recognized $105,000 in loss on conversion. In addition, we converted $263,798 we owed to Hampshire Avenue under 4% notes payable into 1,465,546 shares of our common stock at a deemed price of $0.18 per share. Since at the time of conversion our shares traded at $0.105, we recognized $109,916 as increase to our paid-in capital. Furthermore, during our fourth quarter ended October 31, 2019 we agreed to convert $560,000 we owed to third-party vendors for services they provided to us into 4,000,000 shares of our common stock. The conversion resulted in $10,000 loss, which we expensed as part of the debt settlementloss on conversion of debt.

On July 31, 2019, we reached an agreement with Hampshire Infotech Sdn. Duringone of our service providers to extend repayment of $64,259 we owed to the same periodvendor until December 31, 2020, which we received $100,000subsequently extended to August 31, 2021. The vendor agreed to extend the repayment in exchange for a non-interest bearing6% annual interest accrued on the principal and compounded monthly. As at October 31, 2020, the full balance owed under this note payable, being $67,429 was reclassified to an unrelated party.current liability.

Capital Resources

Our ability to continue the development and marketing of the VgrabVGrab Applications, SMART Systems, and Vmore PlatformVGrab WeChat Application, as well as commencement of Duesenberg EV development, is subject to our ability to obtain the 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.

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As of October 31, 2017,2020, we had cash on hand of $15,887$11,715 and working capital deficit of $392,986,$501,033, 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 Vgrab Applications.VGrab products. 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.

Contingencies and Commitments

We had no contingencies at October 31, 2017.  2020.

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 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.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.  As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging“emerging growth company"company” or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging“emerging growth company,"” affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), or upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, 20172020. 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 audited consolidated financial statements include the accounts of the Company and the Subsidiary.its subsidiaries. On consolidation, the Company eliminates all intercompany balances and transactions.

Internal-Use Software

The Company incurs costs related to the development of its VgrabVGrab Applications, SMART Systems, VGrab WeChat Application, and Vgrab.comVGrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where economic benefit of the software can be readily determined, are capitalized and included as part of Intangible assets on the balance sheets. Additional improvements to the web site and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

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Foreign Currency Translation and Transaction

The Parent Company’s functional currency is the Canadian dollar, VGrab Malaysia’s functional currency is Malaysian Ringgit, and Vgrab Asia’s functional currency is Hong Kong dollar, the Company’s reporting currency is the United States dollar. VGrab International’s and Duesenberg NV functional and reporting currencies are 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.

The Subsidiary’s functional and reporting currency is the United States dollar.

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

Fair Value of Financial Instruments

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

At October 31, 2017,2020, we had $15,887$2,924 in cash on deposit with a large chartered Canadian bank, of which $15,145 was insured.$8,478 in cash on deposits with a bank in Malaysia, and $313 in cash on deposits with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of thisthese financial institution.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 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholdersshareholders and Boardthe board of Directorsdirectors of Duesenberg Technologies Inc. (formerly VGrab Communications Inc.)

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of VGrab CommunicationsDuesenberg Technologies Inc. (the “Company”) as atof October 31, 20172020 and 2016 and2019, the related consolidated statements of operations, stockholders’ deficit and cash flows, for the years then ended. These consolidated financial statements areended, and the responsibility ofrelated notes (collectively referred to as the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, these consolidatedthe financial statements present fairly, in all material respects, the financial position of the Company as atof October 31, 20172020 and 20162019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses in developing its business, and further losses are anticipated.The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.uncertainty

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DMCL LLP

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2010

Vancouver, Canada

February 12, 2018January 29, 2021

DUESENBERG TECHNOLOGIES INC.

(FORMERLY VGRAB COMMUNICATIONS INC.)

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

The accompanying notes are an integral part of these consolidated financial statementsstatements.

DUESENBERG TECHNOLOGIES INC.

F-2

(FORMERLY VGRAB COMMUNICATIONS INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

The accompanying notes are an integral part of these consolidated financial statementsstatements.

DUESENBERG TECHNOLOGIES INC.

F-3

(FORMERLY VGRAB COMMUNICATIONS INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

The accompanying notes are an integral part of these consolidated financial statementsstatements.

DUESENBERG TECHNOLOGIES INC.

F-4

(FORMERLY VGRAB COMMUNICATIONS INC.)

CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

The accompanying notes are an integral part of these consolidated financial statementsstatements.

DUESENBERG TECHNOLOGIES INC.

F-5

(FORMERLY VGRAB COMMUNICATIONS INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 20172020

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015,November 1, 2019, Duesenberg Technologies Inc. (formerly, Vgrab Communication Inc.) (the “Company”) incorporated Duesenberg Inc., a Nevada corporation (the “Duesenberg-Nevada”), with a purpose to undertake the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”development of Electric Vehicles (“EV”) to acquireusing the Duesenberg brand and its Vgrab Technology and applications based on the Vgrab Software Application (“Vgrab Application”). Vgrab Application is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants. technology.

On February 10, 2015, the Company completed the acquisition of Vgrab Application. As a result of the transaction,December 23, 2020, the Company changed its principal business focus from the acquisition and exploration of mineral resources to the software development and changed its name to Vgrab CommunicationsDuesenberg Technologies Inc. on February 11, 2015.

On June 24, 2015,(the “Name Change”). To effect the Name Change, the Company formedfiled a subsidiary, Vgrab International Ltd., (“Subsidiary”)Notice of Alteration with the British Columbia Registrar of Companies. On December 30, 2020, the Company’s common shares commenced trading on the OTC Markets under the Labuan Companies Act 1990 in Federal Territorynew ticker symbol DUSYF.

As of Labuan, Malaysia.the date of these consolidated financial statements, the Company has the following subsidiaries:

The Company’s consolidated financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated operating revenues to date, and has accumulated losses of $5,865,739$7,750,080 since inception.  The Company has funded its operations through the issuance of capital stock and debt.  Management plans to raise additional funds through equity and/or debt financings.financing.  There is no certainty that further funding will be available as needed.  These factors raise substantial doubt about the ability of the Company to continue operating as a going concern.  The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

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

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with US GAAP and are presented in United States dollars.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant areas of estimate include the carrying value of the intangible assets and deferred income tax obligations.assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Reclassifications

Certain prior period amounts in the accompanying audited consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

Principles of Consolidation

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

Revenue recognition

F-6Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services.

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

Internal-Use Software

The Company incurs costs related to the development of its Vgrab Applications,VGrab Application, Vmore Platform and Vgrab.comVGrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where economic benefit of the software can be readily determined, are capitalized and included as part of Intangibleintangible assets on the balance sheets. Additional improvements to the web site following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs are amortized over their expected economic life using the straight-line method.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable, and accrued liabilities as well as amounts due to related parties, and loans payable. The carrying value of these financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.

The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1:1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:2: Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and;

Level 3:3: Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periodsyears ended October 31, 20172020 and 2016.2019.

Foreign Currency Translation and Transaction

The Company’s functional currency is the Canadian dollar and 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.

The Subsidiary’sVgrab International Ltd.’s and Duesenberg Inc’s functional and reporting currency is the United States dollar, Vgrab Communications Malaysia Sdn Bhd’s functional currency is Malaysian Ringgit, and VGrab Asia Limited’s functional currency is Hong Kong Dollar. Reporting currency for all subsidiaries is the United States dollar.

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

The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment.  In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

F-7

The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's consolidated financial statements.

Loss per Share

The Company presents both basic and diluted loss per share (“LPS”) on the face of the consolidated statements of operations. Basic LPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted LPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive.

Equipment

Equipment is stated at cost and is amortized over its estimated useful life on a straight-line basis over 2 years.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at: