UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: January 31, 20202021

For the transition period from _______to_______

Commission File Number 000-54800

VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

820-1130 West Pender Street, Vancouver, BC V6E 4A4No 21, Denai Endau 3, Seri Tanjung, Pinang, 10470Tanjung Tokong, Penang, Malaysia

(Address of principal executive offices) (Zip Code)

(604) 648-0510+1-236-304-0299

(Registrant’s telephone number, including area code)

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 16, 2020,22, 2021, the number of shares of the registrant’s common stock outstanding was 42,112,717.44,510,205.

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TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

F-1

VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTSSTATEMENT OF STOCKHOLDERS' DEFICITCASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED INTERIM

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JANUARY 31, 20202021

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 development of Electric Vehicles (“EV”) using the Duesenberg brand and its Vgrab Technology and applications based on the Vgrab technology.

On December 23, 2020, the Company entered into a software purchase agreement with Hampshire Capital Limitedchanged its name to Duesenberg Technologies Inc. (the “Vendor”“Name Change”) to acquire. To effect the Vgrab Software Application (“Vgrab Application”). The 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.

Following the acquisition of the Vgrab Application,Name Change, the Company developed Vgrab Smart Systems (“SMART Systems”), which integrate leading-edge information technologiesfiled a Notice of Alteration with existing orthe British Columbia Registrar of Companies. On December 30, 2020, the Company’s common shares commenced trading on the OTC Markets under the new products and processes across multiple operating platforms, and developed a prototype vending machine with SMART Systems at its core.ticker symbol DUSYF.

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

Basis of Presentation

The unaudited interim condensed consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended October 31, 2019,2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2020.2021. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2019,2020, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three-month period ended January 31, 2020,2021, are not necessarily indicative of the results that may be expected for the year ending October 31, 2020.2021.

Going Concern

The accompanying unauditedCompany’s interim condensed consolidated financial statements have beenare prepared assumingon a going concern basis in accordance with GAAP which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company will continue ashas generated a going concern.total of $27,807 in revenue from its operating activities and has accumulated losses of $8,509,245 since inception.  Continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. To date the Company has funded its operations through the issuance of capital stock and debt.  Management plans to continue raising additional funds through equity and/or debt financing.  The outcome of these mattersefforts cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends

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Uncertainty due to obtain additional fundingGlobal 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 borrowing fundsmost 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 directorsresearch and officers, issuing promissory notes and/development initiatives or a private placementoperating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of common stock.which may also negatively impact the Company’s business and financial condition.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

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

(b) Amounts are unsecured, due on demand and bear interest at 4% per annum.

During the three-month period ended January 31, 2020,2021, the Company recorded $1,550 (2019$3,399 (2020 - $1,848)$1,550) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the three-month period ended January 31, 2020,2021, the Company received $39,614 (2019$82,992 (2020 - $86,774)$39,614) in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the samethree-month period ended January 31, 2020, the Company repaid $4,967 (2019 - $21,761) in loans advanced from Hampshire Avenue. DuringThe Company did not repay any loans during the fourth quarter of the Company’s Fiscal 2019, Hampshire Avenue agreed to convert a total of $263,798, consisting of principal amount of $258,244 and interest accrued of $5,554 into 1,465,546 shares of the Company’s common stock at $0.18 per share (Note 6). These shares were issued oncurrent period ended January 8, 2020.31, 2021.

During the three-month period ended January 31, 2020,2021, the Company incurred $30,238 (2019$30,325 (2020 - $30,015)$30,238) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $7,269 (2019$7,417 (2020 - $7,215)$7,269) in reimbursable expenses with Mr. Lim.

During the three-month period ended January 31, 2020,2021, the Company incurred $24,190 (2019$24,260 (2020 - $24,012)$24,190) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO, and director. In addition, the Company incurred $843 (2019$625 (2020 - $1,168)$843) in reimbursable expenses with Mr. Liong.

During the three-month period ended January 31, 2020,2021, the Company incurred $6,000 (2019(2020 - $Nil)$6,000) in management fees to its director, Mr. Ong See-Ming.

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During the three-month period ended January 31, 2021, the Company incurred $7,500 (2020 - $Nil) in management fees to its CTO, Mr. Ian Thompson.

During the three-month period ended January 31, 2021, the Company incurred $7,500 (2020 - $Nil) in management fees to its CSO, Mr. Brendan Norman.

During the three-month period ended January 31, 2021, a non-arms’ length entity paid the Company $7,373 in revenue from its SMART Systems software licensing and maintenance of the applications required to run SMART Systems.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at January 31, 20202021 and at October 31, 20192020 are as follows:

NOTE 5 - LONG-TERM DEBTNOTES PAYABLE

On July 31, 2019, one of the vendors of the Company agreed to defer repayment of CAD$83,309 the amountsCompany owed to the vendorvendor. The deferred amount accrues interest at 6% per annum compounded monthly, is unsecured, and is payable on or after August 31, 2021 (the “6% Note Payable”). During the three-month period ended January 31, 2021, the Company accrued $1,060 in interest on the following terms:  6% Note Payable (2020 - $970). As at January 31, 2021, the Company owed a total of $71,336 under the 6% Note Payable (2020 - $67,429).

During the three-month period ended January 31, 2020,2021, the Company received $14,000 in exchange for 4% notes payable due on demand (the “4% Notes Payable”). The Company accrued $970$96 in interest on the long-term debt (20194% Notes Payable (2020 - $Nil). As at January 31, 2020,2021, the Company owed a total of $64,923$14,096 under its long-term debt obligation to the vendor (20194% Notes Payable (2020 - $64,259)$Nil).

NOTE 6 - COMMON STOCK

During the three-month period ended January 31, 2021, the Company did not have any transactions that would have resulted in issuance of common stock, warrants or options to purchase its equity securities.

NOTE 7 - SUBSEQUENT EVENT

On October 31, 2019,March 9, 2021, Mr. Lim, the Company’s board of directors resolved to grant 133,333 shares of its common stock to Mr. Ong See-Ming for services provided to the Company. The fair value of these shares was calculated to be $29,333,President, CEO and was recorded as management fees for the year ended October 31, 2019. The shares were issued on November 4, 2019.

Duringmajor shareholder, and Hampshire Avenue, the Company’s fourth fiscal quarter of 2019, the Company’s debt holdersmajor shareholder, agreed to convert a total of $923,798, representing a part or all of the debt owed to them by$463,053 the Company owed on account of services and cash advances provided to it into 617,404 shares of the Company’s common stock.

stock at $0.75 per share. The conversion of debt to shares was as follows:

(1)  The gainapproved by the Company’s board of directors on conversion of debt to shares with related party was recorded as part of additional paid-in capital for the year ended October 31, 2019. The $115,000 loss on conversion of third-party debt was recorded during the year ended October 31, 2019.

(2)  The above shares were issued on January 8, 2020.

March 15, 2021.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q filed by Vgrab CommunicationsDuesenberg Technologies Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,”Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,“may,” and other similar expressions are intended to identify forward-looking statements. Certain importantIn 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 anticipated by some ofreflected in the forward-looking statements.  These risksFactors that might cause such a difference include, among other things: but are not limited to, the following:

·our ability to execute prospective business plans; 

·inexperience in developing and mass-producing electric vehicles; 

·actions by government authorities, including changes in government regulation; 

·changes in the electric vehicle market; 

·dependency on certain key personnel and any inability to retain and attract qualified personnel; 

·developments in alternative technologies or improvements in the internal combustion engine; 

·disruption of supply or shortage of raw materials; 

·failure of our conceptual vehicles to perform as expected; 

·failure to manage future growth effectively; 

·future decisions by management in response to changing conditions; 

·inability to design, develop, market and sell electric vehicles and services that address additional market opportunities; 

·inability to keep up with advances in electric vehicle technology; 

·inability to reduce and adequately control operating costs; 

·inability to succeed in maintaining and strengthening the Duesenberg brand; 

·labor and employment risks; 

·misjudgments in the course of preparing forward-looking statements; 

·our ability to raise sufficient funds to carry out our proposed business plan; 

·the unavailability, reduction or elimination of government and economic incentives; 

·uncertainties associated with legal proceedings; 

·general economic conditions; 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 may adversely affect our business; customer acceptanceand 

·other uncertainties, all of which are difficult to predict and many of which are beyond our proprietary software application; and other risks and uncertainties as set forth in “Part II - Item 1A - Risk Factors.”control. 

Forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, the economic conditions will continue to show modest improvement in the near to medium future, no material change to the competitive environment, we will be able to access sufficient qualified staff and there will be no material changes to the tax and other regulatory requirements governing us. While we consider these assumptions as reasonable, based on information currently available to us, these assumptions may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled "Part II - Item 1A - Risk Factors.”

We caution youYou are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s viewrelate only to events as of the date of this report.  Weon which the statements are not obligatedmade.  Except as required by applicable securities laws, we undertake no obligation to updatepublicly revise these forward-looking statements or publicly release the results of any revisions to them to reflect events or circumstances that arise after the date of this report or to reflect the occurrence of unanticipated events unless required by applicable securities laws.annual report.  You should refer to and carefully review the information in the future documents we file with the United States Securities and Exchange Commission (the “SEC”).

Uncertainty due to Global Outbreak of COVID-19

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the federal, provincial, and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact of the COVID-19 outbreak on the Company and its operations is unknown and will greatly depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic

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

General

You should read this discussion and analysis in conjunction with our unaudited interim unauditedcondensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the fiscal year ended October 31, 2019,2020, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation.”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 VGrab 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 VGrab software application (the “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 VGrab Application is a free mobile voucher application developed for smartphones using the Android and Apple iOS operating systems and allows users to redeem vouchers on their smartphones at a number of retailers and merchants.

On June 24, 2015, we formed a subsidiary, VGrab International Ltd., (“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The initial focus of the VGrab International was to continue development of the VGrab Application and continue its market penetration in Southeast Asia.  As of the date of this Quarterly Report on Form 10-Q, VGrab International is used as a holding company as all the business operations were moved to VGrab Communications Malaysia Sdn Bhd (“VGrab Malaysia”), which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia. The main business objective of Vgrab Malaysia is to facilitate online promotions, advertising and e-commerce.

Since its incorporation, VGrab Malaysia has been working on the development of Vgrab Smart Systems (“its SMART Systems”). VGrab'sSystem prototype. VGrab’s new SMART SystemsSystem 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"“QR Code”, VGrab Cloud Management System ("VCMS"(“VCMS”), and VGrab Database Management System ("VDMS"(“VDMS”). VCMS and VDMS will form the backbone of VGrab'sVGrab’s SMART Systems,System, integrating each future developed VGrab SMART Systems’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 application development agreement with a group of private software developers from China (the “Vendor”) to develop a mobile software application (“VGrab WeChat Application”). VGrab WeChat Application is developed for use with smartphones in P.R.China using the WeChat Android and Apple iOS operating systems allowing users to sign up for memberships, deposit money, purchase products, redeem vouchers, upload media promotions onto the smartphones, etc...etc. On August 14, 2019, the VGrab WeChat Application was tested and completed for client usage.

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Recent Corporate Developments

The following corporate developments occurred during the quarter ended July 31, 2019, and up to the date of the filing of this report:

Debt Restructuring

During the year ended October 31, 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. The shares were issued on January 8, 2020.

Update on Current Status of Business Operations

In March of 2020 we completed development of the prototype VGrab vending machine (the “Vending Machine”) and as of the date of this Quarterly Report on Form 10-Q are organizingwere attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. We expectPrior to COVID-19 measures,  we were expecting to have the first prototype of the Vending Machine will be installed and operatingoperational at a local university by the end of April 2020 with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of the virus are lifted and businesses are allowed to resume their normal operations.

The newly developed Vending Machine will beis 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 will beis based on the  operating system developed by us, and is supplied with a credit card reader and a QR Code reader, which will facilitate not only payments with credit cards, but will also enableenables payments via eWallet and other membership-based payments.

On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg NV”). The Vending Machinespurpose 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 based onplanning to develop the operating system developed by us,Duesenberg EV in partnerships with leading developers and suppliers for various components into the vehicle, and also include VGrab Membership System (described above), and newlyour in-house developed VGrab Online Transactions ManagementSMART System (“VOTMS”), and VGrab Advertising Rotational Management System (“VARMS”). VOTMS is a software that supports transaction-oriented applications on the Internet and integrates various existing online banks and e-Wallet systems. The VARMS software allows multiple advertisements in a single location either online or offline. Our clients will be able to promote their businesses, products, or services, through rotating their marketing material with each new page load or advertising space allotted.as part of its operating system.

On January 8, 2021, Duesenberg NV signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. The agreement is the first step towards creating a network of suppliers required to successfully complete the Duesenberg EV development project. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV. 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 Quarterly Report on Form 10-Q we have yet to secure the required financing, and cannot assure the reader that we will be successful in securing the required funding.

Recent Corporate Events

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

Changes in Senior Management of the Company

On January 15, 2021, Duesenberg NV entered into employment agreements (the “Agreements”) with Mr. Brendan Norman, who agreed to assume the position of Chief Strategy Officer with Duesenberg NV, and with Mr. Ian Thompson, who agreed to assume the position of Chief Technical Officer with Duesenberg NV.

Pursuant to the Agreements, Mr. Norman and Mr. Thompson will be entitled to an annual compensation of USD$180,000 each, and to a customary annual bonus equivalent to 100% of the annual compensation. In addition, the Company expects to grant to Mr. Norman and Mr. Thompson options to acquire the Company’s common stock, which options are negotiatingyet to be granted and are subject to approval by the Company’s board of directors.

The initial terms of the Agreements are for two years and can be renewed for one-year consecutive periods thereafter. Should the Agreements be terminated without reasonable cause, Mr. Norman and Mr. Thompson will be entitled to severance payments equivalent to the remaining salary payable under the initial term of the Agreement, or, if less than 12 months left under the Agreements, to an equivalent of a distribution agreement12-month base salary then in effect.

Mr. Norman brings to Duesenberg NV extensive experience in the Automotive and Business Development sector. Mr. Norman is currently on the Board of H2X Australia, a sustainable vehicle and heavy equipment company founded on the principles of being absolutely sustainable, using renewable materials, and focused on green hydrogen, green electricity, and on all sources of kinetic energy. Mr. Norman played an instrumental role in setting up Asia-Pacific subsidiaries for a three-year commitmentsuch well known automotive giants as Volkswagen Group, BMW Group, and Infiniti. Mr. Norman received his Bachelor of Business (Accounting) degree from Deakin University, Australia in 1992, and Graduate Diploma in Business Systems from Monash University, Australia in 1998.

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Mr. Thompson is an experienced and dedicated automotive engineering professional. Mr. Thompson’s areas of expertise are full vehicle design, development, production, type approval, intellectual property and innovation. Mr. Thompson is also on the Board of H2X Australia and comes to distribute our Vending MachinesDuesenberg NV from Grove Hydrogen Automobiles, having served this company in the position of Chief Engineer since 2018. Prior to this position, Mr. Thompson has worked with various automotive manufacturers, including Rover Group, Group Lotus, Maserati, Alfa Romeo and Karma. During his career he has worked on vehicles like Lotus Elise, Exige, M250, Aston Martin Vanquish, Opel Speedster, Tesla Roadster, Alfa Romeo Julia and Stelvio, and Karma Revero GT. Mr. Thompson received his Bachelor of Science - Mechanical Engineering from Tile Hill College, UK in 1989, and Master of Science in Design, Manufacture, and Management from the University of Hertfordshire, UK in 2002.

Appointment of New Directors

On February 8, 2021, the Company’s board of directors appointed Mr. Allen Chee Wai Hong and Mr. Carl Jürgen Barth to act as directors of the Company.

Mr. Chee Wai Hong was born in Malaysia and Indonesia. At the same time wer are considering commercializationis a practicing Advocate & Solicitor in Malaysia. Mr. Chee graduated with a law degree from University of London and a Masters Degree in Business Administration (Finance) from Northern University of Malaysia. Mr. Chee is also a qualified Chartered Accountant being a Fellow of the Vending Machines through creating franchising opportunities.Association of Chartered & Certified Accountants (United Kingdom), member of Malaysian Institute of Accountants, as well as a member of the Malaysian Bar. Mr. Chee practices actively in the area of corporate law and litigation and has advised extensively many publicly listed companies in Malaysia and Singapore. He has helmed executive and independent directorship positions in several publicly listed companies in Malaysia.

Mr. Jürgen Barth hails from Thum, Saxony, Germany and is a German engineer and successful race car driver. Mr. Barth won the 1977 24 Hours Le Mans in a Porsche 936, the 1980 1,000 km Nürburgring and the 2014 CER Championship with a Porsche 911 Carrera RSR 3.0. In 1982 Mr. Barth served as Director of Porsche Customer Racing and headed a new department in Weissach for the manufacture and sale of Porsche Groupe C and 911 race cars. Mr. Barth served as President of the FIA Sports Car Commission from 1982-1986, is the originator of the OSCAR Organization for Groupe C racing, 1984-1989, is a Permanent Steward of the German DTM Championship, and from 1999 to 2015 was the representative of the Manufactures in the FIA Historic Commission as well as the 2017 Race Director for the LMP3 Series in China, just to list a few of his accolades. Mr. Barth is also a distinguished author having written over 10 books about Porsche Racing Cars with the most important being “The Porsche Book”, a 3 Volume and 1,550-page set.

Debt Restructuring

On March 9, 2021, Mr. Lim, our President and CEO, and Hampshire Avenue, our major shareholder, agreed to convert a total of $463,053 we owed on account of services and cash advances provided to us into 617,404 shares of our common stock at $0.75 per share. The conversion of debt was approved by the Company’s board of directors on March 15, 2021. As of the date of this Quarterly Report on Form 10-Q, the shares have not been issued.

Summary of Financial Condition

Results of Operation

Our operating results for the three monthsthree-month periods ended January 31, 20202021 and 2019,2020, and the changes in the operating results between those periods are summarized in the table below.

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Three MonthsMonth Summary

Revenue

During the three monthsthree-month period ended January 31, 2020 and 2019,2021, we did not have anygenerated $7,373 in revenue generating operations; as such we can provide no assurances that we will be able to generate enough cash flow from our operations to support our ongoing operations.

Operating Expenses

Our operating expenses for the three months ended January 31, 2020SMART Systems software licensing and 2019, consistedmaintenance of the following:applications required to run SMART Systems. 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, we generated $3,033 from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which is managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer. Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,450), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

During the three-month period ended January 31, 2020, we did not generate revenue from our SMART Systems and WeChat Online product.

Operating Expenses

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

During the three-month period ended January 31, 2021, our operating expenses decreasedincreased by $14,057$660,521 or 12%632% from $118,531, for the three months ended January 31, 2019, to $104,474, for the three months ended January 31, 2020.2020, to $764,995 for the three months ended January 31, 2021. The most significant change in our operating expenses was associated with decrease$616,800 in research and development costs we incurred for the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme. Second largest change to our operating expenses was associated with increased general and administrative expenses of $39,233 (2020 - $12,550), of which corporate communication fees account for $24,562 (2020 - $144) and administrative fees accounted for $11,652 (2020 - $11,396). Our salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which decreasedAsia, increased by $9,575$16,467 from $81,533 we incurred during the three-month period ended January 31, 2019, to $71,958

Other notable expenses included $6,000 in management fees, which did not change in comparison to the foreign exhcnage rates between Malaysian ringgit and the US dollar. Our travel and enteraintment costs decreased by $5,496, from $9,262 we incurred during thethree-month period ended January 31, 2019, to $3,766 during the period ended January 31, 2020. The decrease2020; $5,312 in professional fees of $2,099 and accounting fees, which increased by $5,585, from a recovery of $2,527 further contributed to reduction in our operating expenses$273 we incurred during the three-month period ended January 31, 2020; and $4,614 in professional fees, which increased by $2,888 from $1,726 we incurred during the three-month period ended January 31, 2020.

The above decreasesincreases were in part offset by increased managementa $3,438 decrease in regulatory and filing fees, which during the three-month period ended January 31, 2020 were $6,000.

Other Items

During2021, totaled $4,104 as compared to $7,542 we incurred during the comparative period, and a $3,476 decrease in travel and entertainment fees, which during the three-month period ended January 31, 2021, totaled $290, as compared to $3,766 we incurred during the comparative period, this decrease was associated with reduced travel requirements associated with COVID-19 travel bans imposed by various federal governments.

Other Items

During the three months ended January 31, 2021, we recorded $4,572 (2020 - $2,520) in interest expense, of which $3,399 (2020 - $1,550) was associated with our liabilities under the notes payable we issued to our major shareholder, and $1,156 (2020 - $970) was accrued on third-party notes payable, and $4 in realized foreign exchange loss (2020 - $2,840) associated with the fluctuation in foreign exchange between the US, Canadian, Malaysian, and Hong Kong currencies.

During the three months ended January 31, 2020, we recordedrecognized a $22,801 impairment on deposit paid by our subsidiary, VGrab Asia, to a vendor, as underlying agreement to supply certain commodities the Company acquired for trading fell through (2019 - $Nil); $2,520 (2019 - $1,848) in interest associated with our liabilities underthrough. We did not have similar transactions during the notes payable we issued to our major shareholder and for long-term debt, and $2,840 (2019 - $Nil) in realized foreign exchange loss associated with the fluctuation in the foreign exchange between the US, Canadian, Malaysian, and Hong Kong currencies.current period ended January 31, 2021.

Translation to Reporting Currency

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

Liquidity and Capital Resources

GOING CONCERN

The unaudited interim condensed consolidated financial statements included in this Quarterly Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We havestarted generating operating revenue in the third quarter of our fiscal 2020, however, this revenue is not generated any revenues from operations since inception, have never paid any dividends and are unlikelysufficient to support our operating expenses, and/or to enable us to pay dividends, ortherefore as at January 31, 2021, it is unlikely that we will be in position to generate significant earnings or to pay dividends to our shareholders in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based on our current plans, we expect to incur operating losses in future periods. At January 31, 2020,2021, we had a working capital deficit of $747,035$1,279,485 and accumulated losses of $7,396,799$8,509,245 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. TheseOur unaudited interimcondensed consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

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Working Capital Deficit

During the three-month period ended January 31, 2020,2021, our working capital deficit increased by $138,511,$778,452, from $608,524$501,033 as at October 31, 2019,2020, to $747,035$1,279,485 as at January 31, 2020.2021. The increase in the working capital deficit was primarily related to a $115,695$608,946 increase in the accounts payable to our vendors, mainly on account of amounts payabledue for the Duesenberg EV design services, and to $178,746 increase in the amount due to our related parties mainly on account ofassociated with accrued salaries to our CEO and CFO, and for the advances we received from our major shareholder to support our ongoing operations. The decreaseincreases in our cash balancecurrent liabilities were in part offset by $10,058 increase in prepaid expenses, which increased from $19,806 we held in our banks$5,388 at October 31, 2019,2020, to $13,618 we held in our banks$15,446 at January 31, 2020,2021; and decreaseby $10,943 increase in our prepaids and advancesamounts receivable, which increased from $27,920$3,834 at October 31, 2019,2020, to $1,571$14,777 at January 31, 2020, also negatively affected our working capital.2021.

Cash Flows

Net cash used in operating activities

During the three-month period ended January 31, 2021, we used $97,492 to support our operating activities. This cash was used to cover our cash operating expenses of $753,094, to increase our receivables by $10,889, and to increase our prepaids by $9,434. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $600,085, an increase in amounts due to related parties for reimbursable expenses of $21,255, and an increase to accrued salaries payable to our CEO and CFO of $54,585.

During the three-month period ended January 31, 2020, we used $41,660 to support our operating activities. This cash was used to cover our cash operating expenses of $95,560, to increase our GST recoverable by $310, and to decrease our accounts payable and accrued liabilities by $9,966. These uses of cash were offset by $19,084 increase in amounts due to related parties for reimbursable expenses, by $41,344 increase to accrued salaries payable to our CEO and CFO, and by $3,748 deccreasedecrease in our prepaids and advances.prepaids.

Non-cash operating activities

During the three-month period ended January 31, 2019,2021, we used $63,291 to supportrecorded $3,399 in interest on our operating activities. This cash was used to cover our cash operating expenses of $116,614, to increase our GST recoverable by $106, to pay $9,560 towards future expenses, and to decrease our accounts payable and accrued liabilities by $3,046. These uses of cash were offset by $12,008 increase in amounts due to related parties for reimbursable expenses, and by $54,027 increase to accrued salariesnotes payable to Hampshire Avenue and $1,156 in interest to third-party lenders under notes payable. In addition, we recorded $217 in amortization of our CEOoffice equipment, and CFO.

Non-cash operating activities$1,299 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

During the three-month period ended January 31, 2020, we recorded $22,801 in impairment of our deposits, and $10,549 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. We recorded $1,550 in interest on our notes payable to Hampshire Avenue and $970 in interest on CAD$83,309 we reclassified from current debt to long-term debt. In addition, we recorded $1,205 in amortization of our office equipment.

During the three-month period ended January 31, 2019, we recorded $556 in foreign exchange fluctuation between the US, Canadian, and Malaysian currencies and $1,848 in interest associated with our liabilities under the notes payable we issued to our major shareholder. In addition, we recorded $1,361 in amortization of our office equipment.7

Net cash used in investingprovided by financing activities

During the three-month period ended January 31, 2019,2021, we used $5,515 to acquire computersreceived $82,992 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and other equipment for our operations in Malaysia. We did not have any investing activities during the three months ended January 31, 2020.

Net cash provided by financing activitiespayable on demand. In addition, we borrowed $14,000 from a third-party under 4% demand notes payable.

During the three-month period ended January 31, 2020, we received net $34,647 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed $754 from a third-party as a non-interest advance due on demand.

During the three-month period ended January 31, 2019, we received net $60,459 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.

Capital Resources

Our ability to continue the development and marketing of the VGrab Application,Applications, SMART Systems, and products based on our technologyVGrab 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.

As of January 31, 2020,2021, we had $13,618 in cash on hand of $11,512 and a working capital deficit of $747,035,$1,279,485, 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, SMART Systems, and the relatedVGrab products and services.Duesenberg EV. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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 growth 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 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 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 financial statements for the year ended October 31, 2019.2020. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

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

Internal-Use Software

The Company incurs costs related to the development of its VGrab Applications, SMART Systems, and VGrab.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 the 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 website 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.

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

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

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

At January 31, 2020,2021, we had $7,715$295 in cash on deposit with a large chartered Canadian bank, $4,948$11,097 in cash on deposits with a bank in Malaysia, and $955$120 in cash on deposits with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2020,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on January 29, 2020.2021.

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

On November 4, 2019, we issued 133,333 shares of our common stock to our director, Mr. Ong See-Ming. The shares were issued as consideration for Mr. Ong’s services and were valued at $29,333, fair market value on October 31, 2019, the date the Company resolved to grant the shares.None.

The shares were issued to Mr. Ong 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 made by Mr. Ong that he is not a "US Person" (as that term is defined in Regulation S) and was not in the United States at the time he 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 to Mr. Ong.

On January 8, 2020, we issued a total of 3,000,000 shares of our common stock at a deemed value of $0.10 per share and a total of 3,465,546 shares of our common stock at a deemed value of $0.18 per share to settle outstanding indebtedness of $923,798 with certain creditors of the Company.

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.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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

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Notes:

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

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

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

(4)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on March 8, 2013.

(5)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 4, 2013. 

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

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

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

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

(10)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September 14, 2016. 

(11)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 15, 2016. 

(12)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 22, 2016. 

(13)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September14, 2016. 

(14)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 13, 2018. 

(15)Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on March 16, 2018. 

(16)Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on June 15, 2018. 

(17)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 22, 2018. 

(18)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 2, 2018. 

(19)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 30, 2019. 

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

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

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

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

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

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

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SIGNATURES

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

Dated:  March 16, 202022, 2021

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