UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: July 31, 2022April 30, 2023

For the transition period from _______to_______

Commission File Number 000-54800

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

No 21, Denai Endau 3, Seri Tanjung, Pinang, 10470Tanjung Tokong, Penang, Malaysia

(Address of principal executive offices) (Zip

No 21, Denai Endau 3, Seri Tanjung, Pinang
Tanjung Tokong,Penang,Malaysia		10470
(Address of Principal Executive Offices)		(Zip Code)

+1-236-304-0299

(Registrant’s telephone number, including area code)code

n/a

(Former name, former address and former fiscal year,

if changed since last report)

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

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 12preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒

Yes ☐ No☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).☒

Yes ☐ No☒

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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,file,” “accelerated filer,”filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if 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 the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☒☐ No☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.date: As of September 22, 2022,October 17, 2023, the number of shares of the registrant’s common stock outstanding was 51,674,002.76,292,446.

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TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022APRIL 30, 2023

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

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

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

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

Basis of Presentation

The unaudited 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 condensedinterim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended October 31, 2021,2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 15, 2022.17, 2023. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2021,2022, included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and nine-monthsix-month periods ended July 31, 2022,April 30, 2023, are not necessarily indicative of the results that may be expected for the year ending October 31, 2022.2023.

Going Concern

The Company’s condensed consolidated financial statements are prepared on a going concern basis in accordance with GAAP which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company has generated a total of $88,196 in revenue from its operating activities and has accumulated losses of $10,644,052$12,092,607 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.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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Intangible Assets

The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 1 to 20 years.

When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. The Company uses a variety of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions management believes hypothetical marketplace participants would use.

As at April 30, 2023, the Company determined that the License acquired from Brightcliff Limited (“Brightcliff”) (Note 9) qualified as an intangible asset with definitive life subject to amortization.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

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

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

(c) Mr. Chee Wai Hong resigned from his position as a director of the Company on July 6. 2022, therefore as at April 30, 2023, the amount owed to Mr. Chee Wai Hong, being $16,000 has been included with trade payables.

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

(e) The amount is payable by March 2, 2024. At the discretion of the Company, the amount can be paid in cash or converted to shares at $0.16875 per share, in accordance with a letter the Company received from Brightcliff on March 27, 2023.

Transactions with CEO and Director of the Company

During the nine-monthsix-month period ended July 31, 2022,April 30, 2023, the Company incurred $89,653 (2021$60,016 (2022 - $83,477)$59,801) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $24,199 (2021$12,174 (2022 - $21,878)$14,212) in reimbursable expenses with Mr. Lim. During the samesix-month period ended April 30, 2022, Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on behalf of the Company, and an additional $114,917 as subscription to common shares ofCompany. During the Company (Note 7). On February 24, 2022,six-month period ended April 30, 2023, Mr. Lim agreed to convert $102,628lent the Company owed him into 513,140 shares of the Company’s Common stock at $0.20 per share. During the comparative nine-month period ended July 31, 2021, Mr. Lim agreed to convert a total of $77,103 into 102,804 shares of the Company’s common stock at $0.75 per share (Note 6). In addition, during the nine-month period ended July 31, 2021, the Company advanced a total of $162,239 to Mr. Lim as prepayment of his future services. Of this amount, the Company applied $73,223 to the accrued salaries and reimbursable expenses the Company owed to Mr. Lim as at July 31, 2021; the remaining $89,016 advanced to Mr. Lim the Company recorded as part of prepaid expenses.

During the nine-month period ended July 31, 2022, the Company incurred $71,722 (2021 - $63,946)$19,179 (MYR86,000) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $9,700 (2021 - $3,145) in reimbursable expenses with Mr. Liong.

During the nine-month period ended July 31, 2022, the Company incurred a total of $52,000 in management/director fees to its directors, Mr. Ong See-Ming, Mr. Chee Wai Hong, and Mr. Barth, whoexchange for 4% notes payable that are reimbursed for their services at $2,000 per month. During the nine-month period ended July 31, 2021, the Company incurred $18,000 in management/director fees with its director, Mr. Ong See-Ming.

On February 24, 2022, the Company’s board of directors resolved to grant to Mr. Chee Wai Hong and to Mr. Barth, each, 120,000 shares of its Common stock, at $0.20 per share. The value of these shares being $48,000, were recorded as part of management fees. On the same day, Mr. Ong See-Ming agreed to convert $30,000 the Company owed himdue on account of management fees into 150,000 shares of the Company’s Common stock, at $0.20 per share. The Company did not have similar transactions during the nine-month period ended July 31, 2021.

During the nine-month period ended July 31, 2022, the Company incurred $135,000 (2021 - $97,500) in management fees to its CSO, Mr. Brendan Norman.demand.

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During the nine-monthsix-month period ended July 31, 2022,April 30, 2023, the Company recognized $20,877accrued $2,398 in revenue from licensing and maintenanceinterest expense on a total of its SMART Systems applications$133,647 (MYR596,000) the Company owed to a company of which Mr. Lim is a 50% shareholder (2021under notes payable. The notes payable accumulate interest at 4% per annum compounded monthly, and are due on demand (2022 - $21,925)$Nil).

Transactions with Companies Controlled by the CEO and Director of the Company

During the nine-monthsix-month period ended July 31, 2022,April 30, 2023, the Company incurred $620,103 (2021$50,987 (2022 - $Nil)$342,322) to Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, for engineering and drafting of the Duesenberg Heritage vehicles, which fees were recorded as part of research and development fees.

During the nine-month period ended July 31, 2021,On March 2, 2023, the Company received $95,152 in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”entered into an agreement (the “Agreement”), with Brightcliff, a private company of which Mr. Joe Lim is major shareholder and director of. The Agreement gave the Company a directorright to use Duesenberg’s logo and major shareholder. The loans bore interesttrademark (the “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 fee (the “Licensing Fee”), payable in cash or common shares issued at 4% per annum, were unsecured and$0.16875. In addition, the Company agreed to a 3% royalty payable on demand. Duringgross revenue from sales of the same period,trademarked products (Note 9).

On April 5, 2023, the Company recorded $5,435 in interest expense associated with its liabilities under notes payable issued to Hampshire Avenue. During14,814,815 Shares as payment for the second and third quarters50% of the Company’s Fiscal 2021, Hampshire Avenue agreedLicensing Fee. The number of shares was determined based on March 2, 2023, share price discounted at 25% and in accordance with a letter from Brightcliff agreeing to convertamend the conversion price of $0.16875 per share. The Shares issued had a totalfair value of $410,285 into 577,428 common shares of the Company, and forgave the remaining balance totaling $758. The Company did not receive any funds from Hampshire Avenue nor had to accrue any interest during the nine-month period ended July 31, 2022.$1,925,926 (Note 6).

During the nine-monthcomparative six-month period ended July 31, 2021,April 30, 2022, the Company recognized $14,263 in revenue from licensing and maintenance of its SMART Systems applications to a company of which Mr. Lim is a 50% shareholder. Due to the unfavorable economic conditions following the COVID-19 pandemic, the customer was unable to continue paying for the services, and therefore the Company did not record any revenue from this customer during the six-month period ended April 30, 2023.

Transactions with CFO and Director of the Company

During the six-month period ended April 30, 2023, the Company incurred $52,500$48,012 (2022 - $47,841) in managementwages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $6,540 (2022 - $5,046) in reimbursable expenses with Mr. Liong.

Transactions with Directors of the Company

During the six-month period ended April 30, 2023, the Company incurred a total of $36,000 in management/director fees to its former CTO, Mr. Ian Thompson, who resigned from his position as the CTOdirectors (2022 - $36,000).

Transactions with CSO of the Company

During the six-month period ended April 30, 2023, the Company incurred $15,000 (2022 - $90,000) in wages and salaries to its CSO, Mr. Brendan Norman. On December 1, 2022, Mr. Norman and the Company reached an agreement to amend his employment agreement by reducing his monthly fee from $15,000 per month, to $5,000 per month, the amended fees are reported as consulting fees included in general and administrative expenses. During the six-month period ended April 30, 2023, the Company incurred a total of $25,000 in consulting fees with Mr. Norman (2022 - $Nil). In addition, on May 11, 2021.December 12, 2022, Mr. Norman agreed to convert $265,674 the Company owed him on account of unpaid salary and reimbursable expenses into 2,415,222 shares of the Company’s common stock. These shares were issued on December 28, 2022 (Note 6) and resulted in $311,564 loss on conversion of debt. On January 18, 2023, the Company entered into a subscription agreement with Mr. Norman to issue 333,333 Shares at $0.15 per Share for total proceeds of $50,000; the Shares were issued on February 17, 2023.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at July 31, 2022April 30, 2023 and at October 31, 20212022 are as follows:

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NOTE 5 - NOTES PAYABLE

The following amounts were due under third-party notes payable at July 31, 2022April 30, 2023 and October 31, 2021:2022:

During the nine-monthsix-month period ended July 31, 2022,April 30, 2023, the Company accrued $3,428$2,256 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2021(2022 - $3,194),$2,268). The note payable is unsecured and $907 (2021due on demand. As at April 30, 2023, the Company owed a total of $76,794 under this note payable (2022 - $605)$76,777).

In addition, during the six-month period ended April 30, 2023, the Company accrued $143 (2022 - $598) in interest on the notes payable totaling $29,000, which accumulateaccumulated interest at 4% compounded monthly. AllOn December 12, 2022, the holders of these notes payable agreed to third-parties are unsecured and due on demand. As at July 31, 2022,convert the full amount the Company owed a totalunder these notes, being $31,267, including interest accrued thereon up to December 12, 2022, into 284,241 shares of $77,750 under the 6% Note Payable (2021 - $76,987)Company. These shares were issued on December 28, 2022 (Note 6), and $30,811 under the 4% Notes Payable (2021 - $29,905).resulted in $36,666 loss on conversion of debt.

NOTE 6 - COMMON STOCK

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

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On February 24,December 12, 2022, Mr. Lim,Norman, the Company’s President, CEO and major shareholder, and Mr. Ong See-Ming, the Company’s director,CSO, agreed to convert a total of $132,628 into 663,140 shares of the Company’s Common Stock at $0.20 per Share. Mr. Lim converted $20,550 he advanced in the form of vendor payments made by him on behalf of the Company, and $82,078$265,674 the Company owed to him foron account of unpaid salary and reimbursable expenses into 513,140 Shares. Mr. Ong converted $30,000 the Company owed to him for management fees into 150,000 Shares.

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

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

On May 5, 2022, the Company entered into debt settlement agreement with an arm’s length contractor, for $51,500 the Company owed for unpaid consulting services. The Company agreed to settle the liability through cash payment of $25,000 and by issuing the vendor 350,0002,415,222 shares of the Company’s common stock which(Note 3). The shares were issued on May 11, 2022.December 28, 2022, and were valued at $577,238, resulting in $311,564 loss on debt settlement.

On December 12, 2022, the Company converted a $31,267 in outstanding 4% notes payable (Note 5) into 284,241 shares of its common stock. The shares were issued on December 28, 2022, and were valued at $67,933. The transaction resulted in a loss on debt settlement of $20,415.$36,666.

On June 17, 2022,January 18, 2023, the Company entered into a share subscription agreement with a company controlled by Mr. Lim Hun Beng,Norman to issue 2,142,857 shares of the Company’s common stock,333,333 Shares at $0.15 per Share for grosstotal proceeds of $289,791 (1,290,000 Malaysian Ringgit (“MR”) at $0.14 per share (0.602MR per share)$50,000 (Note 3). The Company agreed to accept the total investment amount in six separate tranches. The Company closed the private placement on July 28, 2022, upon receipt of full subscription funds. The Shares were issued pursuanton February 17, 2023.

On April 5, 2023, the Company issued 14,814,815 Shares to Brightcliff, a company of which Mr. Lim is major shareholder and director of, as payment for the provisions of Regulation S50% of the United States Securities ActLicensing Fee (Notes 3 and 9). The number of 1933, as amended (the “Act”) toshares was determined based on March 2, 2023, share price discounted at 25%. At the time of issuance, the Shares had a person who represented that it isfair value of $1,925,926.

Warrants and Options

During the six-month period ended April 30, 2023, and for the year ended October 31, 2022, the Company did not a resident of the United Stateshave any warrants or options issued and was otherwise not a“U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.exercisable.

NOTE 7 - SUBSEQUENT EVENTFORGIVENESS OF DEBT

During the six-month period ended April 30, 2023, one of the vendors of the Company agreed to forgive a total of $7,394, the Company owed for the services (2022 - $Nil). The gain on forgiveness of debt, being $7,042 was included as part of loss on debt settlement (2022 - $Nil).

NOTE 8 - SEGMENT INFORMATION

The Company has one segment, being the development of Electrical Vehicles and applications based on the VGRAB technology. As at April 30, 2023, the Company did not have any long-lived assets, as compared to $517 the Company held in Asia and $Nil in Canada and the US as at October 31, 2022. The Company’s revenues from customers for the same period were $Nil (2022 - $19,586) with all revenue attributable to operations in Asia.

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NOTE 9 - LICENSE

On August 23, 2022,March 2, 2023, the Company entered into an agreement (the “Agreement”) with Brightcliff. The Agreement gives the Company a right to use Duesenberg’s logo and trademark (the “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 Licensing Fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.

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

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

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

On April 5, 2023, the Company issued 14,814,815 Shares to Brightcliff as payment for the 50% of the Licensing Fee. The number of shares was determined based on March 2, 2023, share price discounted at 25% and in accordance with the letter from Brightcliff agreeing to the conversion price of $0.16875 per share (Notes 3 and 6).

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

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

At April 30, 2023, the Company recorded $35,445 in amortization expense associated with the Licensed Trademarks.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to April 30, 2023, the Company borrowed a total of 6,458,333 Shares,$14,556 in exchange for gross proceeds of 3,410,000 Malaysian Ringgit (“MR”) (approximately $759,720)unsecured notes payable accumulating interest at 0.528MR8% per share ($0.1176annum compounded monthly and due on demand. In addition, the Company borrowed $10,388 from its director and CEO in exchange for an unsecured notes payable accumulating interest at 4% per share). The Company agreed to accept the total subscription amount in four separate tranches, of which 510,000MR ($114,917) has been received during the quarter ended July 31, 2022. The Company will issue the Shares only after the full subscription amount, as agreed in the subscription agreement, has been received, which is expected to beannum compounded monthly and due on October 15, 2022 (Note 3).

demand.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q filed by Duesenberg Technologies Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “may,” and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, the following:

·our ability to execute prospective business plans; 

·inexperience in developing and mass-producing electric vehicles; 

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

·changes in the electric vehicle market; 

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

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

·disruption of supply or shortage of raw materials; 

·failure of our conceptual vehicles to perform as expected; 

·failure to manage future growth effectively; 

·future decisions by management in response to changing conditions; 

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

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

·inability to reduce and adequately control operating costs; 

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

·labor and employment risks; 

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

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

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

·uncertainties associated with legal proceedings; 

·general economic conditions, because they may affect our ability to raise money; 

·our ability to raise enough money to continue our operations; 

·changes in regulatory requirements that adversely affect our business; and 

·other uncertainties, all of which are difficult to predict and many of which are beyond our control. 

While we consider these assumptions as reasonable, based on information currently available to us, these assumptions may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled “Part II - Item 1A - Risk Factors.”

You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. Except as required by applicable securities laws, we undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this quarterly report. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission (the “SEC”).

General

You should read this discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the fiscal year ended October 31, 2021,2022, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with

respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

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

As of the date of this Quarterly Report on Form 10-Q we have the following subsidiaries:

On June 24, 2015, we formed a subsidiary, VGrab International Ltd., (“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The initial focus of the VGrab International was to continue development of the VGrab Application, which we acquired in our fiscal 2016 year and continue its market penetration in Southeast Asia.  The VGrab Application is a free mobile voucher application developed for smartphones using the Android and Apple iOS operating systems and allows users to redeem vouchers on their smartphones at a number of retailers and merchants. On November 25, 2021, we submitted an application to wind down VGrab International which the process was completed on February 28, 2022. At the time of wind-down, Vgrab International had no assets or liabilities.

On May 17, 2018, we incorporated Duesenberg Technologies Malaysia Sdn Bhd., (“Duesenberg Malaysia”), under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia).2016. The main business objective of Duesenberg Malaysia is to facilitate and source New Green Energies, such as electric, hydrogen and solar. In addition, Duesenberg Malaysia continues to maintain the developed online promotions, advertising and e-commerce.

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

On February 18, 2019, we formed another subsidiary, Duesenberg Technologies Evolution Ltd (“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to facilitate online promotions, advertisingresearch new technologies and e-commerce to itssoftware integration development techniques and establish connections with potential customer basedstrategic partners in the Asian region and in P.R. China. In addition, Duesenberg Evolution is going to position itself as commodities trader to capture the current market trends in P.R. China.

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

In March of 2020 we completed development of the prototype Duesenberg vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. Prior to COVID-19 measures, we were expecting to have the first prototype of the Vending Machine installed and operational at a local university by the end of April with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-

19COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of virus arewere lifted and businesses arewere allowed to resume their normal operations.

The newly developed Vending Machine is customizable to sell variety of consumer products ranging from traditional snacks, soft drinks, and coffee, to prepaid mobile cards and other goods, while simultaneously displaying advertisements and other various promotional content. Each Vending Machine is based on the operating system developed by us, and is supplied with a credit card reader and a QR Code reader, which facilitate not only payments with credit cards, but also enables payments via eWallet and other membership-based payments. Due to the Company’s current focus on development of New Energy and Heritage Vehicles, we have temporarily stopped our development and marketing of the Vending Machine.

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

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

On January 8, 2021, Duesenberg Nevada signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. The agreement is the first step towards creating a network of suppliers required to successfully complete the Duesenberg EV development project. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files as well as the initial drafts of the exterior and interior designs for the Duesenberg EV. We expect the final design of the first Duesenberg EV to be released in mid to late 2023. Based on the initial drafts, we commenced negotiations with various manufacturers required to continue the development and manufacturing of the required components for the Duesenberg’s EV. Majority of current work is being outsourced to Hampshire Automotive Sdn Bhd (“Hampshire Automotive”), an entity related to the Company, who has already established necessary connections with suppliers and other manufacturers required for manufacturing of the Heritage Vehicles.

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

In order to support the development and future production of Duesenberg EV or New Energy Vehicles (“NEV”) as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 2021,2022, we closed two private placement financings by issuing a total of 11,113,152 shares of our common stock (the “Shares”) for gross proceeds of $673,000; during$1,567,184. During the nine-monthsix-month period ended July 31, 2022,April 30, 2023, we raised an additional $50,000 through a private placement financing which closed two additional financingson February 17, 2023. The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. In addition, we borrowed $14,556 in exchange for a total of $792,184,8% notes payable due on demand, and received $114,917$29,567 from our CEO in subscription to shares which we expect to finalizeexchange for 4% notes payable due on or about October 15, 2022.demand. The funds we have raised in the above financings are not sufficient to bring our Duesenberg EV and Duesenberg Heritage vehicle production plans to completion, and we will require additional funding. We cannot assure the reader that we will be successful in securing the further funding as required.

Recent Corporate Events

The following corporate developments have occurred during the third quarter ended July 31, 2022,April 30, 2023, and up to the date of the filing of this Quarterly Report:

Private Placement Financings

On JuneFebruary 17, 2022,2023, we entered intoclosed a share subscription agreement with a company controlled by Mr. Lim Hun Beng, our CEO, President, director and the majority shareholder (“Mr. Lim”) to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of $289,791 (1,290,000 Malaysian Ringgit (“MR”)) at $0.14 per share (0.602MR per share). We agreed to accept the total investment amount in six separate tranches. The Company closed the private placement and issued the shares on July 28, 2022, on receipt of the full subscription amount.

On August 23, 2022, we entered into a share subscription agreement with Mr. Lim, to issue a total of 6,458,333financing by issuing 333,333 Shares for gross proceeds of 3,410,000 MR (approximately $759,720) at 0.528MR per share ($0.1176 per share)$50,000. The Shares were issued to Mr. Brendan Norman, the Company’s CSO, pursuant to the provisions of Regulation S of the Act, as Mr. Norman confirmed that he is not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

License Agreement with Brightcliff Limited

On March 2, 2023, the Company entered into a manufacturing, sales, servicing, merchandise and license agreement (the “Agreement”), with Brightcliff Limited (“Brightcliff”). We

The Agreement gives the Company a right to use Duesenberg’s logo and trademark (The “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to accepta $5,000,000 fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value. On March 27, 2023, the total subscription amount in four separate tranches,Company received a letter from Brightcliff agreeing to a conversion price at $0.16875 per Share. In addition, the Company will have to pay a royalty of which 510,000MR ($114,917) has been received during3% from gross revenue on sales of the quarter ended July 31, 2022. We will issue the Shares only after the full subscription amount, as agreed in the subscription agreement, has been received, which is expected to be on October 15, 2022.trademark products.

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

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

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

On April 5, 2023, the Company issued 14,814,815 Shares to Brightcliff as payment for the 50% of the Licensing Fee. The number of shares was determined based on March 2, 2023, share price discounted at 25% and in accordance with the letter from Brightcliff agreeing to the conversion price of $0.16875 per share.

Debt RestructuringLicense Agreement with Duesenberg Korea

On May 5, 2022, weMarch 3, 2023, the Company entered into debt settlementa manufacturing, sales, servicing, merchandise and license agreement with Veritas Consulting GroupDuesenberg Korea Inc., an arm’s length contractor (“Veritas”DKI”), whom we engaged to provide consulting services under a 12-month consulting agreement formally entered into on June 22, 2021. We provided Veritas with a cancellation notice on September 30, 2021, however, at the time of the cancellation notice, the Company was indebted to Veritas in the amount of $51,500 for services provided. Based on (the “Sublicense Agreement”). Under the terms of the settlement agreement,Sublicense Agreement, the Company agreedhas granted a license to reimburse Veritas $25,000DKI to design, develop, and manufacture electric vehicles and associated merchandise using Duesenberg logo and trademark in cash and to issue Veritas 350,000 shares of the Company’s common stock, which were issued on May 11, 2022. The transaction resulted in a loss on debt settlement of $20,415.South Korea.

The securities issued pursuantSublicense Agreement is for a term of 20 years and includes a royalty fee of 4% payable on gross revenue from the sale of the products and merchandise marketed under Duesenberg’s logo and trademark.

The Sublicense Agreement may be terminated and DKI may lose its rights to the debt settlement agreement with VeritasLicensed Trademarks if DKI fails to have not been registered underlicensed products ready for sale to the United States Securities Actpublic within three years of 1933,the effective date of the Sublicense Agreement.

Brightcliff has agreed to waive the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as amended (the “Act”) and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.a result of this Sublicense Agreement.

AppointmentLoan Agreements

Subsequent to April 30, 2023, the Company borrowed a total of New Director$14,556 in exchange for unsecured notes payable accumulating interest at 8% per annum compounded monthly and due on demand. In addition, the Company borrowed $10,388 from its director and CEO in exchange for unsecured notes payable accumulating interest at 4% per annum compounded monthly and due on demand.

BCSC Cease Trade Order

On July 6, 2022,11, 2023, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company heldfor failing to timely file its Annual General Meeting of shareholders. Atinterim financial report for the Meeting,period ended April 30, 2023, along with the shareholders were asked, among other proposals,related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to elect five members offile the Company's Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified. Mr. Chee Wai Hong did not stand for re-election resulting in a vacancy on the Company’s board of directors. Mr. Chee's decisionrequired Canadian Filings was not due to and was not caused by, in whole or in part, any disagreement with the Company whether relatedhaving insufficient funds to complete the Company's operations, policies, practices or otherwise.review of its quarterly financial statements.

On August 1, 2022,October 3, 2023, the Company announcedreceived a deficiency letter from the appointmentBCSC, notifying the Company of Mr. Aernout Rents Bokits failure to comply with continuous disclosure requirements, and the failure to file its Board of Directors effectiveinterim financial report for the period ended July 28, 2022.

Mr. Reints Bok has extensive experience leading global teams31, 2023, along with the related management’s discussion and finding resolutions with issues related to IP, CT, R&D, Operations, Marketing and Supply Chain. Mr. Reints Bok also consults on business development, change management, competence development, and assists with integrating new business units. Mr. Reints Bok has been employed by Signify (formerly Philips Lighting) & KLite  since 2009, and prior to that by Philips Semiconductors since 1995. Mr. Reints Bok received his Master’s Degree from Technical University of Delft.analysis.

Summary of Financial Condition

Results of Operation

Our operating results for the three- and nine-monthsix-month periods ended July 31,April 30, 2023 and 2022, and 2021, and the changes in the operating results between those periods are summarized in the table below.

Three- and Nine-MonthsThree-Month Summary