UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~July~~January 31, ~~2022~~2023

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

For the transition period from _______to_______

Commission File Number 000-54800

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction

of incorporation or organization)

99-0364150

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

+1-236-304-0299

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~September~~April 223, ~~2022~~2023, the number of shares of the registrant’s common stock outstanding was 5161,~~674~~477,~~002~~632.

TABLE OF CONTENTS

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	July 31, 2022		October 31, 2021
	January 31, 2023		October 31, 2022
ASSETS
Current assets
Cash	$	~~117~~47,~~750~~362	$	7253,~~434~~002
Receivables		~~42,152~~976		261,~~601~~182
Prepaids		817,~~934~~610		532,~~034~~708
Total current assets		~~168~~65,~~836~~948		39286,~~069~~892
Equipment		~~868~~240		~~1,952~~517
Total assets	$	~~169~~66,~~704~~188	$	41287,~~021~~409
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	~~570~~559,~~075~~400	$	~~576~~547,~~881~~483
Accrued liabilities		1333,~~334~~999		4528,~~318~~770
Due to related parties		~~523~~394,~~982~~390		~~273~~695,~~869~~755
Notes payable		~~108~~76,~~561~~974		~~106~~105,~~892~~284
Total liabilities		1,~~215~~064,~~952~~763		1,~~002~~377,~~960~~292
Stockholders' deficit
Stockholders’ deficit
Common stock, no par value, unlimited number authorized, 51,674,002 and 45,616,043 issued and outstanding at July 31, 2022 and October 31, 2021, respectively		9,598,576		8,503,314
Common stock, no par value, unlimited number authorized, 61,144,298 and 58,444,835 issued and outstanding at January 31, 2023 and October 31, 2022, respectively		11,064,200		10,419,029
Additional paid-in capital		(~~111~~101,~~119~~172)		(~~111~~101,~~119~~172)
Obligation to issue shares		~~114~~28,~~917~~290		~~76,950~~-
Accumulated other comprehensive income/(loss)		(4,570)		26,838
Accumulated other comprehensive loss		(92,746)		(93,419)
Deficit		(1011,~~644~~897,~~052~~147)		(911,~~457~~314,~~922~~321)
Total stockholders' deficit		(1,046,248)		(961,939)
Total stockholders’ deficit		(998,575)		(1,089,883)
Total liabilities and stockholders' deficit	$	169,704	$	41,021
Total liabilities and stockholders’ deficit	$	66,188	$	287,409

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

F-1

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31,
	2022		2021		2022		2021
	2023		2022
Revenue	$	~~9,632~~-	$	109,~~225~~475	$	~~29,218~~	$	~~30,957~~
Operating expenses
Accounting		923,~~546~~304		76,~~417~~539		~~28,495~~		~~15,909~~
Amortization		~~314~~319		~~258~~339		~~979~~		~~562~~
General and administrative expenses		1823,~~074~~334		3931,~~720~~495		~~64,412~~		~~127,710~~
Management fees		1618,000		618,000		~~100,000~~		~~18,000~~
Professional fees		81,~~617~~878		64,~~839~~780		~~15,688~~		~~28,140~~
Regulatory and filing		57,~~390~~685		63,~~520~~884		~~23,924~~		~~23,672~~
Research and development costs		~~275~~45,~~987~~533		~~155~~192,~~285~~025		~~620,103~~		~~774,193~~
Salaries and wages		~~125~~100,~~651~~154		~~128~~119,~~970~~267		~~366,709~~		~~387,734~~
Travel and entertainment		~~849~~15,698		~~1,118~~-		~~3,060~~		~~2,028~~
		(460,428)		(352,127)		(1,223,370)		(1,377,948)
		(235,905)		(376,329)
Other items
Foreign exchange		21(3,~~936~~286)		(~~559~~2,142)		~~32,772~~		~~110~~
Interest expense		(12,~~469~~447)		(1,~~720~~448)		~~(4,335)~~		~~(9,346)~~
Loss on debt settlement		(20341,~~415~~188)		-		~~(20,415)~~		-
Net loss		(~~450~~582,~~744~~826)		(~~344~~370,~~181~~444)		~~(1,186,130)~~		~~(1,356,227)~~
Translation to reporting currency		~~(18,238)~~673		(96,~~237)~~094		~~(31,408)~~		~~(35,915)~~
Comprehensive loss	$	(~~468~~270,~~982~~589)	$	(~~353~~364,~~418~~350)	$	~~(1,217,538)~~	$	~~(1,392,142)~~
Loss per share - basic and diluted	$	(0.01)	$	(0.01)	$	~~(0.02)~~	$	~~(0.03)~~
Weighted average number of shares outstanding:		5259,~~077~~442,~~995~~463		45,~~351~~616,~~050~~043		~~47,793,697~~		~~44,552,742~~

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

F-2

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Common Stock
	Shares	Amount		Obligation to Issue Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income/(Loss)		Deficit		Total
Balance at October 31, 2020	43,892,801	$	7,171,032	$	-	$	19,399	$	58,829	$	(7,750,080)	$	(500,820)
Translation to reporting currency	-		-		-		-		(19,500)		-		(19,500)
Net loss	-		-		-		-		-		(759,165)		(759,165)
Balance at January 31, 2021	43,892,801		7,171,032		-		19,399		39,329		(8,509,245)		(1,279,485)
Common shares issued for private placements	833,333		673,000		-		-		-		-		673,000
Common shares issued for debt	617,404		598,882				(135,829)		-		-		463,053
Translation to reporting currency	-		-		-		-		(7,178)		-		(7,178)
Net loss	-		-		-		-				(252,881)		(252,881)
Balance at April 30, 2021	45,343,538		8,442,914		-		(116,430)		32,151		(8,762,126)		(403,491)
Common shares issued for debt	62,828		26,074		-		(1,948)		-		-		24,126
Share issuance costs	-		(9,705)		-		-		-		-		(9,705)
Translation to reporting currency	-		-		-		-		(9,237)		-		(9,237)
Net loss	-		-		-		-				(344,181)		(344,181)
Balance at July 31, 2021	45,406,366	$	8,459,283	$	-	$	(118,378)	$	22,914	$	(9,106,307)	$	(742,488)
Balance at October 31, 2021	45,616,043	$	8,503,314	$	76,950	$	(111,119)	$	26,838	$	(9,457,922)	$	(961,939)
Translation to reporting currency	-		-		-		-		6,094		-		6,094
Net loss	-		-		-		-		-		(370,444)		(370,444)
Balance at January 31, 2022	45,616,043	$	8,503,314	$	76,950	$	(111,119)	$	32,932	$	(9,828,366)	$	(1,326,289)
Common shares issued for private placements	2,511,962		502,393		-		-		-		-		502,393
Balance at October 31, 2022	58,444,835	$	10,419,029	$	-	$	(101,172)	$	(93,419)	$	(11,314,321)	$	(1,089,883)
Common shares issued for debt	~~663~~2,~~140~~699,463		~~132~~645,~~628~~171		-		-		-		-		~~132~~645,~~628~~171
Common shares issued for services	390,000		124,950		(76,950)		-		-		-		48,000
Common shares subscribed	-		-		28,290		-		-		-		28,290
Translation to reporting currency	-		-		-		-		~~(19,264)~~673		-		~~(19,264)~~673
Net loss	-		-		-		-		-		(~~364~~582,~~942~~826)		(~~364~~582,~~942~~826)
Balance at April 30, 2022	49,181,145		9,263,285		-		(111,119)		13,668		(10,193,308)		(1,027,474)
Balance at January 31, 2023	61,144,298	$	11,064,200	$	28,290	$	(101,172)	$	(92,746)	$	(11,897,147)	$	(998,575)
Common shares issued for private placements	2,142,857		289,791		-		-		-		-		289,791
Common shares issued for debt	350,000		45,500		-		-		-		-		45,500
Common shares subscribed	-		-		114,917		-		-		-		114,917
Translation to reporting currency	-		-		-		-		(18,238)		-		(18,238)
Net loss	-		-		-		-		-		(450,744)		(450,744)
Balance at July 31, 2022	51,674,002	$	9,598,576	$	114,917	$	(111,119)	$	(4,570)	$	(10,644,052)	$	(1,046,248)

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

F-3

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Nine Months Ended July 31,
	Three Months Ended January 31,
	2022		2021
	2023		2022
Cash flow used in in operating activities
Net loss	$	(1582,~~186,130~~826)	$	(1370,~~356,227~~444)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on related party notes		-1,163		~~5,435~~-
Accrued interest on notes payable		41,~~335~~284		31,~~800~~448
Amortization		~~979~~319		~~562~~339
Management fees, non-cash		48,000		-
Loss on debt settlement		341,188		-
Loss on debt settlement		20,415		-
Foreign exchange		3,953		3,156
Foreign exchange		(30,708)		(34,106)
Changes in operating assets and liabilities
Receivables		~~(17,620)~~227		(~~19,796~~314)
Prepaids		(415,~~215)~~560		(9212,~~218~~041)
Accounts payable and accrued liabilities		~~(11~~6,~~092)~~488		~~511~~37,~~854~~365
Due to related parties		95(50,~~019~~352)		9204,~~353~~224
Accrued salaries due to related parties		~~292~~24,~~806~~536		~~202~~117,~~729~~000
Net cash used in operating activities		(~~788~~238,~~211~~460)		(~~768~~19,~~614~~267)
Cash flows used in investing activities
Purchase of equipment		-		(2,760)
Net cash used in investing activities		-		(2,760)
Cash flows provided by financing activities
Common shares issued for private placements		792,184		673,000
Subscription to shares		28,290		-
Subscription to shares		114,917		-
Loans payable to related party		-		14,220
Share issuance costs		-		(9,705)
Net cash provided by financing activities		28,290		14,220
Loans payable to related party		-		95,152
Effect of exchange rate changes on cash		4,530		(6)
Advances payable		-		29,000
Net decrease in cash		(205,640)		(5,053)
Net cash provided by financing activities		907,101		787,447
Cash, beginning		253,002		7,434
Effect of exchange rate changes on cash		(8,574)		212
Cash, ending	$	47,362	$	2,381
Net increase in cash		110,316		16,285
Cash, beginning		7,434		11,715
Cash, ending	$	117,750	$	28,000

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

F-4

DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

~~JULY~~JANUARY 31, ~~2022~~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”. On April 15, 2011, the Company changed its place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed its name to Venza Gold Corp. On January 6, 2014, the Company changed its name to CoreComm Solutions Inc., on February 11, 2015, to VGrab Communications Inc., and on December 23, 2020, the name was changed to Duesenberg Technologies Inc.

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

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

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

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

Basis of Presentation

The unaudited 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 ~~condensed~~interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended October 31, ~~2021~~2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 1517, ~~2022~~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-~~month ~~periods~~period ended ~~July~~January 31, ~~2022~~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 $1011,~~644~~897,~~052~~147 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 raise additional funds through equity and/or debt financing. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is

F-5

~~Management~~dependent ~~plans~~upon toits ~~continue~~ability ~~raising additional funds through equity and/or debt financing. The outcome of these efforts cannot be predicted with any certainty and raises substantial doubt that the Company will be able~~ to ~~continue~~raise asnew acapital ~~going~~sufficient ~~concern. These unaudited condensed consolidated financial statements do not include any adjustments~~ to ~~the~~fund ~~amounts~~its commitments and ~~classification~~ongoing oflosses, ~~assets~~ and ~~liabilities~~ultimately ~~that~~on ~~may~~generating beprofitable ~~necessary should the Company be unable to continue as a going concern~~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.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2022		October 31, 2021
	January 31, 2023		October 31, 2022
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)	$	5126,~~558~~100	$	2231,~~808~~455
Due to a company controlled by the CEO and Director of the Company(a)		~~77,865~~-		6182,~~094~~477
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		136,346		83,940
Notes payable to the CEO and Director of the Company (b)		121,817		112,160
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		205,675		75,448
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		164,473		148,481
Due to a Director of the Company(a)		18,000		30,000
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		10,000		250,675
Due to a Director of the Company(a)		1830,000		-24,000
Due to a Director of the Company(a)		1630,000		-24,000
Due to a major shareholder for payments made on behalf of the Company(a)		538		579
Due to a Director of the Company(a)		12,000		6,000
Total due to related parties	$	523,982	$	273,869
Due to a former Director of the Company(c)		-		16,000
Due to a major shareholder for payments made on behalf of the Company(d)		-		507
Total due to related parties	$	394,390	$	695,755

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

~~During the nine-month period ended July 31, 2022, the Company incurred $89,653~~ (~~2021 - $83,477~~b) inAmounts ~~wages~~are ~~and salaries to Mr. Lim Hun Beng~~unsecured, ~~the~~due Company’s CEO, President, and director. In addition, the Company incurred $24,199 (2021 - $21,878) in reimbursable expenses with Mr. Lim. During the same period Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on ~~behalf~~demand ~~of the Company,~~ and anbear ~~additional~~interest ~~$114,917 as subscription to common shares of the Company (Note 7). On February 24, 2022, Mr. Lim agreed to convert $102,628 the Company owed him into 513,140 shares of the Company’s Common stock~~ at $04%.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~~(c) ~~the~~Mr. ~~nine-month~~Chee ~~period~~Wai ~~ended~~Hong ~~July~~resigned ~~31,~~from ~~2022,~~his ~~the~~position ~~Company~~as ~~incurred~~a ~~$71,722~~director ~~(2021~~of -the ~~$63,946)~~Company inon ~~wages~~July ~~and~~6. ~~salaries~~2022, totherefore ~~Mr.~~as ~~Liong~~at ~~Fook~~January ~~Weng~~31, 2023, the ~~Company’s~~amount ~~CFO~~owed ~~and~~to ~~director~~Mr. InChee ~~addition,~~Wai ~~the Company incurred $9~~Hong,~~700~~ ~~(2021~~being - $316,~~145)~~000 inhas ~~reimbursable~~been ~~expenses~~included with ~~Mr.~~trade ~~Liong~~payables.

~~During~~(d) ~~the~~this ~~nine-month period ended July 31, 2022, the~~ Company ~~incurred~~ceased ~~a total of $52,000 in management/director fees~~ to ~~its~~be ~~directors,~~related ~~Mr. Ong See-Ming~~party, ~~Mr.~~therefore ~~Chee Wai Hong, and Mr. Barth, who are reimbursed for their services at $2,000 per month. During~~ the ~~nine-month~~amount ~~period~~owed ~~ended~~has ~~July~~been ~~31,~~included ~~2021, the Company incurred $18,000 in management/director fees~~ with ~~its~~trade ~~director, Mr~~payables. ~~Ong See-Ming.~~

OnDuring ~~February~~the 24three-month period ended January 31, ~~2022~~2023, the Company’s ~~board~~incurred of$30,012 ~~directors~~(2022 ~~resolved~~- to$30,000) ~~grant~~in towages ~~Mr. Chee Wai Hong~~ and salaries to Mr. ~~Barth,~~Lim ~~each,~~Hun ~~120~~Beng,~~000~~ ~~shares~~the ofCompany’s ~~its~~CEO, ~~Common stock~~President, atand $0director.20 ~~per~~In ~~share.~~addition, ~~The~~the ~~value~~Company ofincurred ~~these~~$10,753 ~~shares~~(2022 ~~being~~- $487,~~000,~~155) ~~were~~in ~~recorded~~reimbursable asexpenses ~~part~~with ofMr. ~~management fees~~Lim. OnDuring the ~~same~~three-month ~~day,~~period ~~Mr.~~ended ~~Ong~~January ~~See-Ming~~31, ~~agreed~~2022, toMr. ~~convert~~Lim ~~$30,000~~advanced the Company ~~owed~~$14,220 ~~him~~in onthe ~~account~~form of ~~management~~vendor ~~fees~~payments ~~into~~made ~~150,000~~by ~~shares~~him on behalf of the Company~~’s Common stock, at $0~~.20 ~~per share.~~ The Company did not have similar transactions during the ~~nine~~three-month period ended ~~July~~January 31, ~~2021~~2023.

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, the Company ~~incurred~~accrued $~~135~~1,~~000~~163 ~~(2021~~in -interest ~~$97~~expense on the MYR510,~~500)~~000 innote ~~management~~payable ~~fees~~due to ~~its~~Mr. ~~CSO,~~Lim MrHun Beng. ~~Brendan~~The ~~Norman~~note payable accumulates interest at 4% per annum compounded monthly, and is due on demand (2022 - $Nil).

During the three-month period ended January 31, 2023, the Company incurred $24,010 (2022 - $24,000) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $3,921 (2022 - $1,817) in reimbursable expenses with Mr. Liong.

During the three-month period ended January 31, 2023, the Company incurred a total of $18,000 in management/director fees to its directors (2022 - $18,000).

During the three-month period ended January 31, 2023, the Company incurred $15,000 (2022 - $45,000) 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 three-month period ended January 31, 2023, the Company incurred a total of $10,000 in consulting fees with Mr. Norman (2022 - $Nil). In addition, on 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. As at January 31, 2023, the Company had received $28,290, which

F-6

~~During~~were ~~the~~recorded ~~nine-month~~as ~~period~~obligation ~~ended~~to ~~July~~issue ~~31,~~shares. ~~2022,~~The ~~the~~remining ~~Company recognized~~ $2021,~~877~~710 inwere ~~revenue~~received ~~from~~subsequent ~~licensing and maintenance of its SMART Systems applications~~ to aJanuary ~~company~~31, of2023, ~~which~~and ~~Mr.~~the ~~Lim~~Shares iswere aissued ~~50%~~on ~~shareholder~~February ~~(2021 - $21~~17,~~925)~~ 2023.

During the ~~nine~~three-month period ended ~~July~~January 31, 2022, the Company ~~incurred~~recognized $~~620~~7,~~103~~155 ~~(2021~~in -revenue ~~$Nil)~~from tolicensing ~~Hampshire~~and ~~Automotive~~maintenance ~~Sdn~~of ~~Bhd.~~its ~~(“Hampshire~~SMART ~~Automotive”)~~Systems aapplications ~~private~~to a company of which Mr. ~~Joe~~ Lim is a 3350% shareholder. Due to the unfavorable economic conditions following the COVID-19 pandemic, the customer was unable to continue paying for ~~engineering~~the services, and ~~drafting~~therefore of the ~~Duesenberg~~Company ~~Heritage~~did ~~vehicles,~~not ~~which~~record ~~fees~~any ~~were~~revenue ~~recorded~~from asthis ~~part~~customer ofduring ~~research~~the ~~and~~three-month ~~development~~period ~~fees~~ended January 31, 2023.

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2021~~2023, the Company ~~received~~incurred $9545,~~152~~533 in(2022 ~~exchange~~- ~~for~~$190,803) ~~the notes payable~~ to Hampshire ~~Avenue~~Automotive ~~SDN~~Sdn ~~BHD~~Bhd. (“Hampshire ~~Avenue~~Automotive”), a private company of which Mr. Joe Lim is a ~~director and major shareholder. The loans bore interest at 4~~33% ~~per annum~~shareholder, ~~were~~for ~~unsecured~~engineering and ~~payable~~drafting ~~on demand. During the same period, the Company recorded $5,435 in interest expense associated with its liabilities under notes payable issued to Hampshire Avenue. During the second and third quarters~~ of the ~~Company’s~~Duesenberg ~~Fiscal~~Heritage ~~2021~~vehicles, ~~Hampshire~~which ~~Avenue~~fees ~~agreed~~were torecorded ~~convert~~as apart ~~total~~ of ~~$410,285~~research ~~into 577,428 common shares of the Company,~~ and ~~forgave~~development ~~the remaining balance totaling $758~~fees. ~~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.~~

During the nine-month period ended July 31, 2021, the Company incurred $52,500 in management fees to its former CTO, Mr. Ian Thompson, who resigned from his position as the CTO of the Company on May 11, 2021.

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at ~~July~~January 31, ~~2022~~2023 and at October 31, ~~2021~~2022 are as follows:

	July 31, 2022		October 31, 2021
	January 31, 2023		October 31, 2022
Net book value, beginning of the period	$	~~1,952~~517	$	~~213~~1,952
Changes during the period		-		2,760
Amortization		(319)		(1,299)
Amortization		(979)		(990)
Foreign exchange		42		(136)
Foreign exchange		(105)		(31)
Net book value, end of the period	$	240	$	517
Net book value, end of the period	$	868	$	1,952

NOTE 5 - NOTES PAYABLE

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

	July 31, 2022		October 31, 2021
	January 31, 2023		October 31, 2022
Balance, beginning of the period	$	~~106~~105,~~892~~284	$	67106,~~429~~892
Advances received		-		29,000
Debt converted to shares		(31,267)		-
Interest accrued during the period		41,~~335~~284		5,~~309~~787
Foreign exchange		(21,~~666)~~673		5(7,~~154~~395)
Balance, end of the period	$	~~108~~76,~~561~~974	$	~~106~~105,~~892~~284

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, the Company accrued $31,~~428~~141 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (~~2021~~2022 - $31,~~194~~145)~~, and $907 (2021 - $605) in interest on the notes payable totaling $29,000, which accumulate interest at 4% compounded monthly~~. ~~All~~The ~~notes~~note payable tois ~~third-parties are~~ unsecured and due on demand. As at ~~July~~January 31, ~~2022~~2023, the Company owed a total of $~~77,750 under the 6% Note Payable (2021 - $~~76,~~987),~~974 ~~and $30,811~~ under ~~the~~this 4%note ~~Notes~~payable ~~Payable~~ (~~2021~~2022 - $2974,~~905~~161).

In addition, during the three-month period ended January 31, 2023, the Company accrued $143 (2022 - $303) in interest on the notes payable totaling $29,000, which accumulated interest at 4% compounded monthly. On December 12, 2022, the holders of these notes payable agreed to convert the full amount the Company owed under these notes, being $31,267, including interest accrued thereon up to December 12, 2022, into 284,241 shares of the Company. These shares were issued on December 28, 2022 (Note 6), and resulted in $36,666 loss on conversion of debt.

NOTE 6 - COMMON STOCK

On ~~February~~December 2412, 2022, ~~the~~Mr. ~~Company closed a private placement financing by issuing 2~~Norman,~~511,962~~ ~~shares of its common stock (~~the ~~“Shares”)~~Company’s atCSO, ~~$0.20~~agreed ~~per~~to ~~Share~~convert ~~for~~a ~~gross~~total ~~proceeds~~ of $~~502~~265,~~393.~~674 ~~The~~the ~~Shares~~Company ~~were~~owed ~~issued~~him toon aaccount ~~company~~of ~~controlled~~unpaid bysalary ~~Mr. Lim Hun Beng, director~~ and ~~the~~reimbursable ~~majority~~expenses ~~shareholder~~into 2,415,222 ~~pursuant~~shares ~~to the provisions~~ of ~~Regulation S of~~ the ~~United~~Company’s ~~States~~common ~~Securities~~stock ~~Act of 1933, as amended~~ (~~the~~Note ~~“Act”~~3). toThe ashares ~~person~~were ~~who~~issued ~~represented~~on ~~that~~December it28, is2022, ~~not residents of the United States~~ and ~~was~~were ~~otherwise~~valued ~~not~~at ~~“U.S.~~$577,238, ~~Person”~~resulting ~~as that term is defined~~ in ~~Rule~~$311,564 ~~902(k)~~loss ofon ~~Regulation~~debt ~~S of the Act~~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 $36,666.

F-7

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

On ~~February~~January 2418, ~~2022~~2023, the Company ~~issued~~entered into a ~~total~~subscription ofagreement ~~240~~with Mr. Norman to issue 333,~~000~~333 Shares toat Mr$0.15 ~~Chee~~per ~~Wai~~Share ~~Hong~~for ~~and~~total Mrproceeds of $50,000 (Note 3). ~~Barth~~As at January 31, 2023, the Company’s ~~directors~~had ~~(120~~received $28,~~000~~290, ~~Shares~~which ~~each)~~were inrecorded ~~recognition~~as ofobligation ~~the~~to ~~services~~issue ~~provided~~shares. The remining $21,710 were received subsequent to ~~the~~January ~~Company~~31, by2023, ~~them.~~and ~~The~~the ~~shares~~Shares were ~~valued~~issued aton ~~$48~~February 17,~~000~~ 2023.

OnWarrants ~~February~~and 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.Options

OnDuring ~~May 5, 2022,~~ the ~~Company~~three-month ~~entered~~period ~~into~~ended ~~debt~~January ~~settlement agreement with an arm’s length contractor~~31, ~~for $51~~2023,~~500~~ ~~the~~and ~~Company owed~~ for ~~unpaid consulting services. The Company agreed to settle~~ the ~~liability~~year ~~through~~ended ~~cash~~October ~~payment of $25~~31,~~000~~ ~~and by issuing the vendor 350~~2022,~~000~~ ~~shares of~~ the Company’s ~~common~~did ~~stock,~~not ~~which~~have ~~shares~~any ~~were~~warrants ~~issued~~or onoptions ~~May~~issued ~~11,~~and ~~2022~~exercisable. ~~The transaction resulted in a loss on debt settlement of $20,415.~~

OnNOTE ~~June~~7 ~~17,~~- ~~2022,~~FORGIVENESS ~~the~~OF Company entered into a share subscription agreement with a company controlled by Mr. Lim Hun Beng, to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of $289,791 (1,290,000 Malaysian Ringgit (“MR”) at $0.14 per share (0.602MR per share). 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 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 a resident of the United States and was otherwise not a“U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.DEBT

~~NOTE~~During the three-month period ended January 31, 2023, one of the vendors of the Company agreed to forgive a total of $7,394, the Company owed for the services (2022 - ~~SUBSEQUENT~~$Nil). ~~EVENT~~The gain on forgiveness of debt, being $7,042 was included as part of loss on debt settlement.

OnNOTE ~~August~~8 ~~23,~~- ~~2022,~~SEGMENT the Company entered into a share subscription agreement with Mr. Lim, to issue a total of 6,458,333 Shares, for gross proceeds of 3,410,000 Malaysian Ringgit (“MR”) (approximately $759,720) at 0.528MR per share ($0.1176 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 be on October 15, 2022 (Note 3).INFORMATION

The Company has one segment, being the development of Electrical Vehicles and applications based on the VGRAB technology. As at January 31, 2023, the Company’s geographical segments consisted of long-lived assets of $240, of which $240 was attributable to Asia and $Nil was attributable to Canada and the US (2022 - $517 in Asia and $Nil in Canada and the US). The Company’s revenues from customers for the same period were $Nil (2022 - $9,475 with all revenue attributable to operations in Asia).

NOTE 9 - SUBSEQUENT EVENTS

On March 2, 2023, the Company entered into an agreement (the “Agreement”) with Brightcliff Limited (“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 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 will be terminated and the Company will 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 March 3, 2023, the Company entered into a sublicense agreement (the “Sublicense Agreement”) with Duesenberg Korea Inc. (“DKI”). Under the term of the Sublicense Agreement, the Company has granted a license to DKI 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 will be terminated and DKI will lose its rights to the Licensed Trademarks if DKI failed 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.

Subsequent to January 31, 2023, the Company received a total of $19,125 in cash advances from Mr. Lim in exchange for notes payable that accumulate interest at 4% per annum and are payable on demand.

F-8

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

Forward-Looking Statements

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

·our ability to execute prospective business plans;

·inexperience in developing and mass-producing electric vehicles;

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

·changes in the electric vehicle market;

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

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

·disruption of supply or shortage of raw materials;

·failure of our conceptual vehicles to perform as expected;

·failure to manage future growth effectively;

·future decisions by management in response to changing conditions;

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

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

·inability to reduce and adequately control operating costs;

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

·labor and employment risks;

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

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

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

·uncertainties associated with legal proceedings;

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

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

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

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

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

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

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.

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

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

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

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

On ~~June~~May 2417, ~~2015~~2018, we ~~formed~~incorporated aDuesenberg ~~subsidiary,~~Technologies ~~VGrab~~Malaysia ~~International~~Sdn ~~Ltd~~Bhd., (“~~VGrab~~Duesenberg ~~International~~Malaysia”), under the ~~Labuan~~Malaysia Companies Act ~~1990~~2016. inThe ~~Federal~~main ~~Territory~~business objective of ~~Labuan,~~Duesenberg Malaysia. ~~The~~is ~~initial~~to ~~focus~~facilitate ofand ~~the~~source ~~VGrab~~New ~~International~~Green ~~was~~Energies, tosuch ~~continue~~as ~~development~~electric, ofhydrogen ~~the~~and ~~VGrab~~solar. ~~Application~~In addition, ~~which~~Duesenberg weMalaysia ~~acquired~~continues into ~~our~~maintain ~~fiscal~~the ~~2016~~developed ~~year~~online ~~and~~e-commerce. ~~continue~~Since its ~~market~~incorporation, ~~penetration~~Duesenberg inMalaysia ~~Southeast~~has ~~Asia. The~~been ~~VGrab~~working ~~Application~~on isthe adevelopment ~~free~~of ~~mobile~~its ~~voucher~~SMART ~~application~~System ~~developed~~prototype. ~~for~~Duesenberg’s ~~smartphones~~SMART ~~using~~System ~~the~~will ~~Android~~consist ~~and~~of ~~Apple~~several ~~iOS~~modules, ~~operating~~including ~~systems~~Duesenberg ~~and~~Membership ~~allows~~system, which will allow its users to ~~redeem~~sign ~~vouchers~~up onfor ~~their~~service/maintenance ~~smartphones~~of atDuesenberg avehicles, ~~number~~purchase ofDuesenberg ~~retailers~~merchandize, ~~and~~book ~~merchants.~~high-end Onvillas/planes/yachts, ~~November~~via 25internet or quick response code, ~~2021~~also known as “QR Code”, weDuesenberg ~~submitted~~Cloud anManagement ~~application~~System to(“DCMS”), ~~wind~~and ~~down~~Duesenberg ~~VGrab~~Database ~~International~~Management ~~which~~System ~~the~~(“DDMS”). ~~process~~DCMS ~~was~~and ~~completed~~DDMS onform ~~February~~the 28backbone of Duesenberg’s SMART System, ~~2022~~allowing to integrate each future developed Duesenberg SMART System’s module into the platform. AtThe Company is currently testing the ~~time~~Duesenberg SMART System’s functionality before integrating it as part of ~~wind-down,~~the ~~Vgrab~~Duesenberg’s ~~International~~New ~~had~~Energy noVehicle ~~assets~~operating system, or ~~liabilities~~marketing it to potential clients as a stand-along system.

On ~~May~~February 1718, ~~2018~~2019, we ~~incorporated~~formed ~~Duesenberg~~another ~~Malaysia~~subsidiary, ~~Sdn~~Duesenberg ~~Bhd.~~Technologies ~~under~~Evolution ~~the~~Ltd ~~Malaysia Companies Act 2016 in Malaysia~~ (“Duesenberg ~~Malaysia~~Evolution”). The main business objective of Duesenberg ~~Malaysia~~Evolution is to ~~facilitate~~research ~~online~~new ~~promotions,~~technologies ~~advertising~~and software integration development techniques and ~~e-commerce~~establish connections with potential strategic partners in the Asian region and in P.R. China. In addition, Duesenberg Evolution is to position itself as commodities trader to capture the current market trends in P.R. China.

~~Since~~On ~~its~~August ~~incorporation~~14, 2019, Duesenberg ~~Malaysia~~Evolution ~~has~~finalized ~~been~~a ~~working on the~~ development of ~~its~~a ~~SMART~~mobile ~~System~~software ~~prototype. Duesenberg’s new SMART System will consist of several modules~~application, ~~including~~ Duesenberg ~~Membership~~WeChat ~~system (formerly referred to as “VGrab Membership”)~~Application, which ~~will~~was ~~allow~~developed ~~its users~~ to ~~sign~~be upused ~~via~~with ~~internet~~smartphones orin ~~quick~~P.R. ~~response~~China ~~code,~~using ~~also~~the ~~known~~WeChat ason ~~“QR~~Android ~~Code”, Duesenberg Cloud Management System (“DCMS”),~~ and ~~Duesenberg~~Apple ~~Database~~iOS ~~Management~~operating ~~System (“DDMS”)~~systems. ~~DCMS~~Duesenberg ~~and~~WeChat ~~DDMS~~Application ~~will~~allows ~~form~~its ~~the~~users ~~backbone~~to ofsign ~~Duesenberg’s~~up ~~SMART~~for ~~System~~memberships, ~~integrating~~deposit ~~each~~money, ~~future~~purchase ~~developed~~products, ~~Duesenberg~~redeem ~~SMART~~vouchers, ~~System’s~~and ~~module~~upload ~~into~~media ~~the~~promotions ~~platform.~~onto ~~The Company is currently testing~~ the ~~development of the Duesenberg SMART System before deployment to potential clients~~smartphones.

OnIn ~~February~~March ~~18,~~of ~~2019,~~2020 we ~~formed~~completed ~~another~~development ~~subsidiary,~~of ~~Duesenberg~~the ~~Technologies~~prototype ~~Evolution~~Duesenberg ~~Ltd~~vending machine (the “~~Duesenberg~~Vending ~~Evolution~~Machine”). ~~The~~and ~~main~~were ~~business~~attempting ~~objective~~to organize the first test run before starting a large-scale production and commercialization of ~~Duesenberg~~the ~~Evolution~~Vending isMachines. Prior to ~~facilitate~~COVID-19 ~~online promotions~~measures, ~~advertising~~we were expecting to have the first prototype of the Vending Machine installed and ~~e-commerce~~operational at a local university by the end of April with further units to ~~its~~be ~~potential~~placed ~~customer~~across ~~based~~the inuniversity’s ~~P.R.~~campus ~~China.~~and Inother ~~addition~~universities across Malaysia. However, ~~Duesenberg~~due ~~Evolution~~to isCOVID-19 ~~going~~measures, we were required to ~~position~~postpone ~~itself~~the asroll-out ~~commodities~~until ~~trader~~the restrictions set to ~~capture~~prevent the ~~current~~spread ~~market~~of ~~trends~~virus inwere ~~P.R.~~lifted ~~China~~and businesses were allowed to resume their normal operations.

OnThe ~~March~~newly 5,developed ~~2019,~~Vending ~~Duesenberg~~Machine ~~Evolution~~is ~~entered~~customizable ~~into~~to asell ~~mobile~~variety ~~application~~of ~~development~~consumer ~~agreement~~products ~~with~~ranging afrom ~~group~~traditional ofsnacks, ~~private~~soft ~~software~~drinks, ~~developers~~and ~~from~~coffee, ~~China (the “Vendor”)~~ to ~~develop~~prepaid a mobile ~~software~~cards ~~application~~and ~~(“Duesenberg~~other ~~WeChat Application”~~goods, ~~formerly~~while ~~referred~~simultaneously todisplaying asadvertisements ~~“Vgrab~~and ~~WeChat~~other ~~Application”)~~various promotional content. ~~Duesenberg~~Each ~~WeChat~~Vending ~~Application~~Machine is ~~developed~~based ~~for~~on ~~use~~the operating ~~with~~system ~~smartphones~~developed inby ~~P.R.~~us, ~~China~~and ~~using~~is ~~the~~supplied ~~WeChat~~with ~~Android~~a credit card reader and ~~Apple~~a ~~iOS~~QR ~~operating~~Code ~~systems~~reader, ~~allowing~~which ~~users~~facilitate tonot ~~sign~~only uppayments ~~for~~with ~~memberships~~credit cards, ~~deposit~~but ~~money,~~also ~~purchase~~enables ~~products,~~payments ~~redeem~~via ~~vouchers,~~eWallet ~~upload~~and ~~media~~other ~~promotions~~membership-based ~~onto~~payments. Due to the ~~smartphones,~~Company’s ~~etc.~~current Onfocus ~~August~~on ~~14,~~development ~~2019~~of New Energy and Heritage Vehicles, ~~the~~we ~~Duesenberg~~have ~~WeChat~~temporarily ~~Application~~stopped ~~was~~our ~~tested~~development and ~~completed~~marketing ~~for~~of ~~client~~the ~~use~~Vending Machine.

InOn ~~March~~November of1, ~~2020~~2019, we ~~completed~~incorporated ~~development~~Duesenberg ofInc., ~~the~~a ~~prototype~~Nevada ~~Duesenberg~~corporation ~~vending machine~~ (~~the~~ “~~Vending~~Duesenberg ~~Machine~~Nevada”). ~~and~~The ~~were~~purpose ~~attempting~~of toDuesenberg ~~organize~~Nevada ~~the~~is ~~first~~to ~~test~~undertake ~~run~~the ~~before~~development ~~starting~~of aElectric ~~large-scale~~Vehicles ~~production~~(“Duesenberg ~~and~~EV”) ~~commercialization~~using of the ~~Vending~~Duesenberg ~~Machines~~brand. ~~Prior~~We ~~to COVID-19 measures, we~~ were ~~expecting~~given ~~to have~~ the ~~first~~rights ~~prototype~~to ofuse the ~~Vending~~Duesenberg ~~Machine~~trademark ~~installed~~name ~~and~~in ~~operational~~2018. atIn aorder ~~local university by the end of April with further units~~ to bedevelop ~~placed across~~ the ~~university’s~~Duesenberg ~~campus and other universities across Malaysia. However, due to COVID-~~

19EV ~~measures,~~ we ~~were~~are ~~required~~planning to ~~postpone~~partner ~~the~~with ~~roll~~3-~~out~~rd ~~until~~party ~~the~~developers ~~restrictions~~and ~~set~~suppliers toin ~~prevent~~ the ~~spread~~United States of ~~virus~~America. ~~are~~We ~~lifted~~plan ~~and~~on ~~businesses~~using ~~are~~our ~~allowed~~Duesenberg toSMART ~~resume~~System ~~their~~as ~~normal~~part ~~operations~~of the Duesenberg EV’s operating system.

~~The~~On ~~newly~~January ~~developed~~8, ~~Vending~~2021, ~~Machine~~Duesenberg isNevada ~~customizable~~signed toan ~~sell~~agreement ~~variety~~with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. As of ~~consumer~~the ~~products~~date ~~ranging~~of ~~from~~this ~~traditional~~Quarterly ~~snacks,~~Report ~~soft~~on ~~drinks~~Form 10-Q, ~~and~~we ~~coffee,~~have toreceived ~~prepaid~~initial ~~mobile~~ergonomics ~~cards~~exterior and ~~other~~interior ~~goods,~~data ~~while~~sheets ~~simultaneously~~and ~~displaying~~CAS ~~advertisements~~IGES files as well as the initial drafts of the exterior and ~~other~~interior ~~various~~designs ~~promotional~~for ~~content~~the Duesenberg EV. ~~Each~~We ~~Vending~~expect ~~Machine~~the isfinal ~~based~~design onof the ~~operating~~ ~~system~~first ~~developed~~Duesenberg byEV usto be released in mid to late 2023. Based on the initial drafts, ~~and~~we iscommenced ~~supplied~~negotiations with avarious ~~credit~~manufacturers ~~card~~required ~~reader~~to continue the development and amanufacturing QRof ~~Code~~the ~~reader,~~required ~~which~~components ~~facilitate~~for ~~not~~the ~~only~~Duesenberg’s ~~payments~~EV. ~~with~~Majority ~~credit~~of ~~cards~~current work is being outsourced to Hampshire Automotive Sdn Bhd (“Hampshire Automotive”), ~~but~~an ~~also~~entity ~~enables~~related ~~payments~~to ~~via~~the ~~eWallet~~Company, who has already established necessary connections with suppliers and other ~~membership-based~~manufacturers ~~payments~~required for manufacturing of the Heritage Vehicles.

On ~~November~~May 121, ~~2019~~2021, we ~~incorporated~~formed Duesenberg ~~Inc~~Heritage LLC., aunder ~~Nevada~~the ~~corporation~~laws of the State of Nevada (“Duesenberg ~~Nevada~~Heritage”). ~~The~~Duesenberg ~~purpose~~Heritage’s ofoperations will be focused on reproducing very limited Duesenberg ~~Nevada~~heritage vehicles, the Duesenberg Model J and Boat Tail series, which were originally manufactured in the 1920s and 1930s. The Company is tocurrently ~~undertake~~in the ~~development~~initial stage of ~~Electric~~its ~~Vehicle~~prototype ~~(“Duesenberg~~development ~~EV”)~~and ~~using~~expects that the ~~Duesenberg~~pre-production ~~brand.~~of Wethe ~~were~~heritage ~~given~~vehicles ~~the~~from ~~rights~~that era (as well as possibly converting them to ~~use~~electrical ~~the~~models) ~~Duesenberg~~will ~~trademark~~commence ~~name~~during inFiscal ~~2018~~2023. WeThe ~~are~~pre-production ~~planning~~process tois ~~develop~~expected ~~the~~to ~~Duesenberg~~be EVtime inconsuming ~~partnerships~~and ~~with~~will ~~leading~~require ~~developers~~highly specialized and ~~suppliers~~skilled ~~for~~tradesman. ~~various~~In ~~components~~order ~~into~~to ~~the~~facilitate ~~vehicle~~this, ~~and~~the ~~also~~management ~~include~~is ~~our~~actively ~~in-house~~looking ~~developed~~to ~~Duesenberg~~engage ~~SMART~~or ~~System~~hire asqualified ~~part~~consultants, ofand ~~its~~for ~~operating~~the ~~system~~ways to finance the process.

OnIn ~~January~~order 8,to ~~2021,~~support the development and future production of Duesenberg ~~Nevada~~EV ~~signed~~or anNew ~~agreement~~Energy ~~with~~Vehicles ~~Rocket~~(“NEV”) ~~Supreme,~~as ~~the~~well ~~Barcelona,~~as ~~Spain~~Duesenberg ~~automotive~~Heritage ~~design~~vehicles, ~~house~~we ~~established~~will byrequire ~~Christopher~~significant ~~Reitz~~financing. ~~The~~During ~~agreement~~the isyear ~~the~~ended ~~first~~October ~~step~~31, ~~towards~~2022, ~~creating~~we closed two private placement financings by issuing a ~~network~~total of ~~suppliers~~11,113,152 ~~required~~shares toof ~~successfully~~our ~~complete~~common stock (the ~~Duesenberg~~“Shares”) EVfor ~~development~~gross ~~project.~~proceeds As of $1,567,184. During the ~~date~~three-month ofperiod ~~this~~January ~~Quarterly~~31, ~~Report~~2023, onwe ~~Form~~raised ~~10-Q~~an additional $28,290 weas ~~have~~part ~~received~~of ~~initial~~the ~~ergonomics~~$50,000 ~~exterior~~financing ~~and~~which ~~interior~~closed ~~data~~on ~~sheets~~February ~~and~~17, ~~CAS~~2023. ~~IGES~~The ~~files~~Shares aswere ~~well~~issued aspursuant to the ~~initial~~provisions ~~drafts~~of Regulation S of the ~~exterior~~United ~~and~~States ~~interior~~Securities ~~designs~~Act ~~for~~of ~~the~~1933, ~~Duesenberg~~as ~~EV.~~amended We(the ~~expect~~“Act”) to the ~~final~~persons ~~design~~who are not residents of the ~~first~~United ~~Duesenberg~~States EVand toare beotherwise ~~released~~not “U.S. Persons” as that term is defined in ~~2023.~~Rule ~~Based~~902(k) onof Regulation S of the ~~initial~~Act. ~~drafts,~~The funds we ~~commenced~~have ~~negotiations~~raised ~~with~~in ~~various~~the ~~manufacturers~~above ~~required~~financings are not sufficient to ~~continue~~bring ~~the~~our ~~development~~Duesenberg EV and ~~manufacturing~~Duesenberg ofHeritage vehicle production plans to completion, and we will require additional funding. We cannot assure the ~~required~~reader ~~components~~that ~~for~~we will be successful in securing the ~~Duesenberg’s~~further EVfunding as required.

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

In order to support the development and future production of Duesenberg EV as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 2021, we closed two private placement financings for gross proceeds of $673,000; during the nine-month period ended July 31, 2022, we closed two additional financings for a total of $792,184, and received $114,917 in subscription to shares which we expect to finalize on or about October 15, 2022. 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~~January 31, ~~2022~~2023, and up to the date of the filing of this Quarterly Report:

Debt Restructuring

On December 12, 2022, we entered into a debt settlement agreement with Mr. Brendan Norman, the Company’s Chief Strategy Officer (“CSO”), who agreed to settle a total of $265,674 the Company owed him in exchange for 2,415,218 Shares. On the same date we entered into two separate debt settlement agreements for a total of $31,267 to be converted into 284,245 Shares with debt holders, who we issued notes payable which were payable on demand and carried 4% annual interest rate compounded monthly. These transactions resulted in a loss on debt settlement of $348,231. The shares were issued pursuant to the provisions of Regulation S of the Act based on the representations received from the debt holders that they were not residents of the United States and were otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

Private Placement Financings

On ~~June~~February 17, ~~2022~~2023, we ~~entered~~closed ~~into~~ a ~~share~~private ~~subscription~~placement ~~agreement~~financing ~~with~~by aissuing ~~company~~333,333 ~~controlled~~Shares byfor ~~Mr.~~gross ~~Lim~~proceeds ~~Hun~~of ~~Beng~~$50,000. ~~our~~The ~~CEO,~~Shares ~~President,~~were ~~director~~issued ~~and~~to ~~the majority shareholder (“~~Mr. ~~Lim”)~~Brendan ~~to issue 2~~Norman,~~142,857~~ ~~shares of~~ the Company’s ~~common stock~~CSO, ~~for~~pursuant ~~gross~~to ~~proceeds~~the provisions of ~~$289,791~~Regulation ~~(1,290,000~~S ~~Malaysian~~of ~~Ringgit~~the ~~(“MR”))~~Act, atas $0Mr.14 ~~per~~Norman ~~share~~confirmed ~~(0.602MR~~that ~~per~~he ~~share).~~is Wenot ~~agreed~~a toresident ~~accept~~of the ~~total~~United ~~investment~~States ~~amount~~and inis ~~six~~otherwise ~~separate~~not ~~tranches~~a “U.S. ~~The~~Person” ~~Company~~as ~~closed~~that ~~the~~term ~~private~~is ~~placement~~defined ~~and~~in ~~issued~~Rule ~~the~~902(k) ~~shares~~of onRegulation ~~July~~S ~~28, 2022, on receipt~~ of the ~~full subscription amount~~Act.

OnLicense ~~August~~Agreement ~~23, 2022, we entered into a share subscription agreement~~ with ~~Mr.~~Brightcliff Lim, to issue a total of 6,458,333 Shares, for gross proceeds of 3,410,000 MR (approximately $759,720) at 0.528MR per share ($0.1176 per share). We 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. 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.Limited

On March 2, 2023, the Company entered into a manufacturing, sales, servicing, merchandise and license agreement

~~Debt~~(the ~~Restructuring~~“Agreement”), with Brightcliff Limited (“Brightcliff”).

OnThe ~~May~~Agreement 5,gives ~~2022,~~the weCompany ~~entered~~a ~~into~~right ~~debt~~to ~~settlement~~use ~~agreement with Veritas Consulting Group Inc., an arm~~Duesenberg’s ~~length~~logo ~~contractor~~and trademark (The “~~Veritas~~Licensed Trademarks”), ~~whom~~in wedesigning, ~~engaged~~developing, toand ~~provide~~manufacturing ~~consulting~~electric ~~services~~vehicles ~~under~~as awell ~~12-month~~as ~~consulting~~various ~~agreement~~associated ~~formally~~merchandise ~~entered into on June 22, 2021. We provided Veritas~~ with athe ~~cancellation~~Licensed ~~notice~~Trademarks onfor ~~September~~20 ~~30,~~years. ~~2021,~~As ~~however,~~consideration atfor the ~~time of the cancellation notice~~license, the Company ~~was~~agreed ~~indebted~~ to ~~Veritas~~a ~~in the amount of~~ $515,~~500~~000,000 ~~for~~fee, ~~services~~payable ~~provided.~~in ~~Based~~cash onor ~~the terms~~common ~~of the settlement agreement~~shares, ~~the~~which ~~Company~~shares ~~agreed~~would tobe ~~reimburse~~issued ~~Veritas~~at $25~~,000~~% indiscount ~~cash~~to ~~and~~current tomarket ~~issue~~value. ~~Veritas~~In ~~350~~addition,~~000~~ ~~shares of~~ the Company’s ~~common~~will ~~stock,~~have ~~which~~to ~~were~~pay ~~issued~~a onroyalty ~~May~~of ~~11,~~3% ~~2022.~~from ~~The~~gross ~~transaction~~revenue ~~resulted in a loss~~ on ~~debt~~sales ~~settlement~~ of ~~$20,415~~the trademark products.

The ~~securities~~Company ~~issued~~is ~~pursuant~~unable to sublicense the ~~debt~~Licensed ~~settlement~~Trademarks ~~agreement~~without ~~with~~the ~~Veritas~~prior ~~have~~written ~~not~~consent ~~been~~of ~~registered~~Brightcliff, ~~under~~and ~~the~~subject ~~United~~to ~~States~~payment ~~Securities~~of ~~Act~~a sublicensing fee in the amount of ~~1933~~$1,000,000 asin ~~amended~~cash ~~(the~~or ~~“Act”)~~stock, ~~and~~at ~~may~~Brightcliff’s ~~not~~sole beoption, ~~offered~~along orwith ~~sold~~a ~~within~~royalty ~~the~~fee ~~United~~at ~~States~~the orrate toof ~~U.S.~~8% ~~persons~~of ~~unless~~the ansublicensee’s ~~exemption~~revenue from ~~such~~its ~~registration~~sale isof ~~available~~the Licensed Products.

~~Appointment~~The Agreement will be terminated and the Company will 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 ~~New~~the ~~Director~~effective date of the Agreement.

OnThe ~~July~~Agreement 6,with ~~2022,~~Brightcliff ~~the~~is ~~Company~~considered ~~held~~a ~~its~~related ~~Annual~~party ~~General~~transaction ~~Meeting~~as ~~of shareholders. At~~ the ~~Meeting, the shareholders were asked, among other proposals, to elect five members of the~~ Company'’s ~~Board~~CEO ofand ~~Directors~~director tois ~~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~~shareholder onand ~~the~~director ~~Company’s board~~ of ~~directors~~Brightcliff. ~~Mr. Chee's decision was not due to, and was not caused by, in whole or in part, any disagreement with the Company, whether related to the Company's operations, policies, practices or otherwise.~~

OnLicense ~~August~~Agreement 1,with ~~2022,~~Duesenberg ~~the Company announced the appointment of Mr. Aernout Rents Bok to its Board of Directors effective July 28, 2022.~~Korea

~~Mr.~~On ~~Reints~~March ~~Bok~~3, ~~has~~2023, ~~extensive~~the ~~experience~~Company ~~leading~~entered ~~global~~into ~~teams~~a ~~and finding resolutions with issues related to IP~~manufacturing, CTsales, ~~R&D~~servicing, ~~Operations,~~merchandise ~~Marketing~~ and ~~Supply~~license ~~Chain.~~agreement ~~Mr.~~with ~~Reints~~Duesenberg ~~Bok~~Korea ~~also~~Inc. ~~consults~~(“DKI”) on(the ~~business~~“Sublicense ~~development,~~Agreement”). ~~change~~Under ~~management,~~the ~~competence~~terms ~~development,~~of ~~and~~the ~~assists~~Sublicense ~~with~~Agreement, ~~integrating~~the ~~new~~Company ~~business units. Mr. Reints Bok~~ has ~~been~~granted ~~employed~~a bylicense ~~Signify~~to ~~(formerly~~DKI ~~Philips~~to ~~Lighting)~~design, ~~& KLite since 2009~~develop, and ~~prior~~manufacture toelectric ~~that~~vehicles byand ~~Philips~~associated ~~Semiconductors~~merchandise ~~since~~using ~~1995.~~Duesenberg ~~Mr.~~logo ~~Reints~~and ~~Bok~~trademark ~~received~~in ~~his~~South ~~Master’s Degree from Technical University of Delft~~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.

Brightcliff has agreed to waive the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as a result of this Sublicense Agreement.

Summary of Financial Condition

	July 31, 2022		October 31, 2021
	January 31, 2023		October 31, 2022
Working capital deficit	$	(1998,~~047,116~~815)	$	(~~963~~1,~~891~~090,400)
Current assets	$	~~168~~65,~~836~~948	$	39286,~~069~~892
Total liabilities	$	1,~~215~~064,~~952~~763	$	1,~~002~~377,~~960~~292
Common stock and additional paid-in capital	$	910,~~602~~963,~~374~~028	$	810,~~469~~317,~~145~~857
Deficit	$	(1011,~~644~~897,~~052~~147)	$	(911,~~457~~314,~~922~~321)
Accumulated other comprehensive income/(loss)	$	(4,570)	$	26,838
Accumulated other comprehensive loss	$	(92,746)	$	(93,419)

Results of Operation

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

Three-Month ~~and Nine-Months~~ Summary

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	Three Months Ended January 31,				Percentage
	2022	2021	Change	2022	2021	Change
	2023		2022		Change
Revenue	$ ~~9,632~~	~~$ 10,225~~-	~~(6)%~~$	~~$ 29~~9,~~218~~475	~~$ 30,957~~(100)%	~~(6)%~~
Operating expenses	~~(460,428)~~	(~~352~~235,~~127~~905)	~~31%~~	(1376,~~223,370~~329)	(~~1,377,948~~37)%	~~(11)%~~
Foreign exchange	~~21,936~~	(~~559~~3,286)	~~4,024%~~	32(2,~~772~~142)	~~110~~53%	~~29,693%~~
Loss on debt settlement	~~(20,415)~~	-(34,188)	~~n/a~~	~~(20,415)~~-	-n/a	~~n/a~~
Interest expense	~~(1,469)~~	(12,~~720~~447)	~~(15)%~~	(41,~~335~~448)	~~(9,346)~~69%	~~(54)%~~
Net loss	~~(450,744)~~	(~~344~~582,~~181~~826)	~~31%~~	(1370,~~186,130~~444)	(~~1,356,227~~27)%	~~(13)%~~
Translation to reporting currency	~~(18,238)~~	~~(9,237)~~673	~~97%~~	~~(31~~6,~~408)~~094	(~~35,915~~85)%	~~(13)%~~
Comprehensive loss	$~~(468,982)~~	$(~~353~~582,~~418~~153)	~~33%~~$	$(1364,~~217,538~~350)	$(~~1,392,142~~26)%	~~(13)%~~

Revenue

During the three-month period ended January 31, 2023, we did not generate any revenue from our operations, as our customers’ financial position had been affected by COVID-19 pandemic, and ~~nine~~they were not in position to pay for the services. During the comparative three-month ~~periods~~period ended ~~July~~January 31, 2022, we generated $67,~~959~~155 ~~and $20,877, respectively,~~ in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems ~~(2021 - $7,223 and $21,925, respectively)~~. Our first customer iswas Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,000 ~~and $9,000, respectively,~~ from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which iswas managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer ~~(2021 - $3,002 and $9,032, respectively)~~. Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,247), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

In August of 2021, our Duesenberg platform started generating revenue from our online store, which at the moment allows us to sell third-party-products. Our customers are vendors who wish to sell their merchandise on our platform. During the three- and nine-month periods ended July 31, 2022, we did not generate revenue from the sales, and our margin was negative $659, which resulted from the fees we had to pay for maintaining the online store.

Operating Expenses

Our operating expenses for the three- ~~and nine-~~month periods ended ~~July~~January 31, ~~2022~~2023 and ~~2021~~2022, consisted of the following:

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	Three Months Ended January 31,				Percentage
	2022	2021	Change	2022	2021	Change
	2023		2022		Change
Operating expenses:
Accounting	$ ~~9,546~~	~~$ 7~~23,~~417~~304	~~29%~~$	~~$ 28~~6,~~495~~539	~~$ 15,909~~256%	~~79%~~
Amortization	~~314~~	~~258~~319	~~22%~~	~~979~~339	~~562~~(6)%	~~74%~~
General and administrative expenses	~~18,074~~	3923,~~720~~334	~~(54)%~~	6431,~~412~~495	~~127,710~~(26)%	~~(50)%~~
Management fees	~~16,000~~	618,000	~~167%~~	~~100~~18,000	~~18,000~~0%	~~456%~~
Professional fees	~~8,617~~	61,~~839~~878	~~26%~~	154,~~688~~780	~~28,140~~(61)%	~~(44)%~~
Regulatory and filing	~~5,390~~	67,~~520~~685	~~(17)%~~	233,~~924~~884	~~23,672~~98%	1%
Research and development costs	~~275,987~~	~~155~~45,~~285~~533	~~78%~~	~~620~~192,~~103~~025	~~774,193~~(76)%	~~(20)%~~
Salaries and wages	~~125,651~~	~~128~~100,~~970~~154	~~(3)%~~	~~366~~119,~~709~~267	~~387,734~~(16)%	~~(5)%~~
Travel and entertainment	~~849~~	115,~~118~~698	~~(24)%~~	~~3,060~~-	~~2,028~~n/a	~~51%~~
Total	$ ~~460,428~~	~~$ 352~~235,~~127~~905	~~31%~~$	$1376,~~223,370~~329	~~$1,377,948~~(37)%	~~(11)%~~

During the three-month period ended ~~July~~January 31, ~~2022~~2023, our operating expenses ~~increased~~decreased by $~~108~~140,~~301~~424 or 3137% from $~~352~~376,~~127~~329, for the three months ended ~~July~~January 31, ~~2021~~2022, to $~~460~~235,~~428~~905 for the three months ended ~~July~~January 31, ~~2022~~2023. The most significant change in our operating expenses was associated with $~~275~~45,~~987~~533 in research and development costs we incurred for the design of Duesenberg Heritage vehicles, which decreased by $146,492, as compared to $~~155~~192,~~285~~025 we recorded for the three-month period ended ~~July~~January 31, ~~2021~~2022. Second largest contributing factor to our operating expenses for the three-month period ended ~~July~~January 31, ~~2022~~2023, was associated with salaries and wages expense of $~~125~~100,~~651~~154, which represented 2742% of our operating expenses. During the comparative three-month period ended ~~July~~January 31, ~~2021~~2022, our salaries and wages expense was $~~128~~119,~~970~~267, representing 3732% of total operating expenses for that period. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with resignation of our CTO, Ian Thompson, and with fluctuation of foreign exchange rates. Our management fees increased by $10,000, to $16,000, as compared to $6,000 we incurred in the comparative three-month period ended July 31, 2021. The increase was associated with our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries. In comparison, during the three-month period ended July 31, 202, we incurred $6,000 in management fees to one of our directors. Our accounting fees increased by $2,129 to $9,546 for the three-month period ended July 31, 2022, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $21,646, or 54% from $39,720 we incurred during the period ended July 31, 2021, to $18,074 we incurred for the three-month period ended July 31, 2022; general and administrative expenses included corporate communication fees of $4,524 (2021 - $26,365) and administrative fees of $11,657 (2021 - $12,195).

On a year-to-date basis, our operating expenses decreased by $154,578 or 11% from $1,377,948 for the nine months ended July 31, 2021, to $1,223,370 for the nine months ended July 31, 2022. The most significant change in our operating expenses was associated with $154,090 decrease in our research and development costs to $620,103 we incurred during the nine-month period ended July 31, 2022, for the design of Duesenberg Heritage vehicles, as compared to $774,193 we expended during the nine-month period ended July 31, 2021, on the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme. Our salaries and wages remained comparable to prior-period, decreasing by $21,025, from $387,734 for the nine-month period ended July 31, 2021, to $366,709, for the nine-month period ended July 31, 2022, however, they represented 28% and 30% of total operating expenses for each period, respectively. Other notable expenses included $100,000 in management fees, as compared to $18,000 we incurred during the nine-month period ended July 31, 2021. This increase resulted from our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. Our accounting fees increased by $12,586 to $28,495, as compared to $15,909 we incurred during the nine-month period ended July 31, 2021, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our professional fees decreased by $12,452 from $28,140 we incurred during the nine-month period ended July 31, 2021, to $15,688 for the nine-month period ended July 31, 5

6restructuring of the payroll to our CSO, Brendan Norman, who, as of December 1, 2022, agreed to switch from payroll to consulting, and to reduce his fees from $15,000 per month to $5,000 per month. Our accounting fees increased by $16,765 to $23,304 for the three-month period ended January 31, 2023, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $8,161, or 26% from $31,495 we incurred during the period ended January 31, 2022, to $23,334 we incurred for the three-month period ended January 31, 2023; general and administrative expenses included administrative fees of $11,123 (2022 - $11,848), and $10,000 in consulting fees (2022 - $Nil).

2022. Our general and administrative expenses decreased by $63,298, or 50% from $127,710 we incurred during the period ended July 31, 2021, to $64,412 we incurred for the nine-month period ended July 31, 2022; general and administrative expenses included corporate communication fees of $23,046 (2021 - $86,609) and administrative fees of $35,344 (2021 - $35,765). Our corporate communication fees decreased as a result of our decision to concentrate the funds that we had available on research and development as opposed to increasing the shareholder awareness of our Company.

Other Items

During the three months ended ~~July~~January 31, ~~2022~~2023, we recorded $12,~~469~~447 (~~2021~~2022 - $1,~~720~~448) in interest expense and $213,~~936~~286 in realized foreign exchange ~~gain~~loss (~~2021~~2022 - $~~559 loss~~2,142) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $20341,~~415~~188 loss on debt settlement, ~~agreement~~associated with ~~Veritas,~~conversion ~~whereby~~of $31,267 we ~~agreed~~owed to ~~pay~~our ~~Veritas~~debt ~~$25,000~~holders ~~cash~~on account of notes payable which accumulated interest at 4% per annum and ~~issue~~were ~~350~~due on demand,~~000~~ ~~shares~~and conversion of ~~our~~$265,674 ~~common~~we ~~stock~~owed to ~~extinguish~~ our CSO, Brendan Norman for a total of 2,699,463 Shares valued at $645,171. The debt was converted at $0.11 per share at the time when our shares traded at $0.239, resulting in $348,231 loss on conversion of debt. This loss was in part offset by $517,~~500~~042 in debt that was forgiven by one of our vendor. We did not have similar transactions during the three-month period ended January 31, 2022.

During the nine months ended July 31, 2022, we recorded $4,335 (2021 - $3,800) in interest expense accrued on the third-party notes payable. During the nine months ended July 31, 2021, we recorded an additional $5,435 in interest expense associated with the liabilities under the notes payable we issued to our major shareholder, which were converted to shares during the year ended October 31, 2021. We also recorded $32,772 in realized foreign exchange gain (2021 - $110) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $20,415 loss on debt settlement agreement with Veritas, whereby we agreed to pay Veritas $25,000 cash and issue 350,000 shares of our common stock to extinguish our debt of $51,500.

Translation to Reporting Currency

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

Liquidity and Capital Resources

GOING CONCERN

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We ~~started~~have ~~generating~~generated ~~operating~~only minimal revenue infrom ~~the~~operations ~~third~~since ~~quarter of our fiscal 2020~~inception, ~~however,~~have ~~this~~never ~~revenue~~paid isany ~~not~~dividends ~~sufficient to support our operating expenses,~~ and~~/or~~ toare ~~enable~~unlikely us to pay dividends, ~~therefore,~~or ~~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 and management, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based onupon our current plans, we expect to incur operating losses in future periods. At ~~July~~January 31, ~~2022~~2023, we had a working capital deficit of $1998,~~047,116~~815 and accumulated losses of $1011,~~644~~897,~~052~~147 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. ~~Our~~The ~~unaudited condensed~~ consolidated financial statements included with this Quarterly Report on Form 10-Q do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Working Capital Deficit

	At July 31, 2022		At October 31, 2021
	At January 31, 2023		At October 31, 2022
Current assets	$	~~168~~65,~~836~~948	$	39286,~~069~~892
Current liabilities		(1,~~215~~064,~~952~~763)		(1,~~002~~377,~~960~~292)
Working capital deficit	$	(1998,~~047,116~~815)	$	(~~963~~1,~~891~~090,400)

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, our working capital deficit ~~increased~~decreased by $8391,~~225~~585, from $~~963~~1,~~891~~090,400 as at October 31, ~~2021~~2022, to $1998,~~047,116~~815 as at ~~July~~January 31, ~~2022~~2023. The ~~increase~~decrease in the working capital deficit was primarily related to ana ~~increase~~decrease in our current liabilities of $~~212~~312,~~992~~529. This change was associated with a $~~250~~301,~~113~~365 increase in amounts payable to our related parties, mainly on account of amounts due for the salaries payable to our management. This increases was in part offset by decreased accounts payable of $570,075 as compared to $576,881 as at October 31, 2021 and accrued liabilities of $13,334, as compared to $45,318 as at October 31, 2021. Our current assets increased by $129,767 from $39,069 at October 31, 2021 to $168,836 at July 31, 2022. The increase was mainly associated with increased cash balances as a result of a private placement financings we closed on February 24, 2022 and on July 28, 2022, and with increased amounts receivable, which at July 31, 2022 totaled $42,152, as compared to $26,601 we recorded as receivable at October 31, 2021.

decrease in amounts payable to our related parties, mainly on account of conversion of $265,674 we owed our CSO in exchange for 2,415,218 Shares. This decrease was further amplified by conversion of $31,267 in outstanding notes payable into 284,241 Shares. These decreases were in part offset by an increase in accounts payable of $11,917 to $559,400 as compared to $547,483 as at October 31, 2022, and increase in accrued liabilities of $5,229 to $33,999, as compared to $28,770 as at October 31, 2022. Our current assets decreased by $220,944 from $286,892 at October 31, 2022, to $65,948 at January 31, 2023. The decrease was mainly associated with decreased cash balance of $47,362, as compared to $253,002 we had on October 31, 2022, with decreased amounts receivable, which at January 31, 2023, totaled $976, as compared to $1,182 we recorded as receivable at October 31, 2022, and with decreased prepaids of $17,610, as compared to $32,708 as at October 31, 2022.

Cash Flows

	Nine Months Ended July 31,
	Three Months Ended January 31,
	2022		2021
	2023		2022
Net cash used in operating activities	$	(~~788~~238,~~211~~460)	$	(~~768~~19,~~614~~267)
Net cash used in investing activities		-		(2,760)
Net cash provided by financing activities		28,290		14,220
Net cash provided by financing activities		907,101		787,447
Effect of exchange rate changes on cash		4,530		(6)
Effect of exchange rate changes on cash		(8,574)		212
Net decrease in cash	$	(205,640)	$	(5,053)
Net increase in cash	$	110,316	$	16,285

Net cash used in operating activities

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, we used $~~788~~238,~~211~~460 to support our operating activities. This cash was used to cover our cash operating expenses of $1234,~~143~~919,~~109,~~ todetermined ~~increase~~as ~~our~~net ~~receivables~~loss ~~and~~of ~~prepaid~~$582,826 ~~expenses~~decreased by ~~$17,620~~non-cash ~~and~~transactions totaling $4347,~~215~~907, ~~respectively,~~ and to ~~reduce~~decrease amounts due to our ~~vendor~~related ~~payables~~parties by $1150,~~092~~352. These uses of cash were offset by ~~increases~~$24,536 increase in ~~our~~accrued ~~amounts~~salaries ~~payable~~due to our related parties, decrease in our prepaids and ~~accrued~~amounts ~~salaries~~receivable of $15,560 and ~~management~~$227, ~~fees~~respectively, ~~payable~~and toby ~~our~~an ~~management~~increase ~~team~~in ofour ~~$95,019~~accounts payable and accrued liabilities of $~~292~~6,~~806, respectively~~488.

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2021~~2022, we used $~~768~~19,~~614~~267 to support our operating activities. This cash was used to cover our cash operating expenses of $1365,~~380~~501,~~536~~ determined as net loss of $370,444 decreased by non-cash transactions totaling $4,943, to increase our receivables by $19314,~~796,~~ and to increase our prepaids by $9212,~~218~~041. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $~~511~~37,~~854~~365, an increase to accrued salaries payable to our management team of $~~202~~117,~~729~~000, and by an increase to amounts due to our related parties of $9204,~~353~~224.

Non-cash operating activities

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, we recorded $41,~~335~~284 in accrued interest toon ~~third-party~~the ~~lenders under~~ notes payable, ~~$979 in amortization of our office equipment,~~ and $301,~~708~~163 in ~~foreign~~accrued ~~exchange~~interest ~~fluctuation~~on ~~between~~ the ~~US,~~note ~~Canadian,~~payable ~~Malaysian,~~issued ~~and~~to ~~Hong~~Mr. ~~Kong currencies~~Lim. In addition, we ~~recognized~~recorded $~~48,000~~319 onin ~~grant~~amortization of ~~240,000~~our ~~Shares~~office toequipment, ~~Mr.~~and ~~Chee~~$3,953 ~~Wai~~in ~~Hong~~foreign ~~and~~exchange tofluctuation ~~Mr.~~between ~~Barth~~the ~~(120~~US,~~000~~ ~~each)~~Canadian, ~~which~~Malaysian, ~~were~~and ~~recorded~~Hong asKong ~~part~~currencies. ofWe ~~management~~also ~~fees, and~~ recorded $20341,~~415~~188 as loss on debt settlement ~~with Veritas~~.

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2021~~2022, we recorded $51,~~435~~448 in interest on ~~our~~the notes payable ~~to Hampshire Avenue and $3,800 in interest to third-party lenders under notes payable~~. In addition, we recorded $~~562~~339 in amortization of our office equipment, and $343,~~106~~156 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

Net cash provided by investing activities

During the nine-month period ended July 31, 2021, we used $2,760 to acquire computers and other office equipment. We did not have any investing activities during the nine-month period ended July 31, 2022.

Net cash provided by financing activities

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2022~~2023, we ~~closed~~received ~~two private placement financings by issuing a total of 4,654,819 Shares for gross proceeds of~~ $~~792~~28,~~184.~~290 ~~During~~from ~~the same period,~~ Mr. ~~Lim~~Brendan ~~advanced~~Norman toas ussubscription ~~$20,550~~to ~~in the form of vendor payments made by him on~~ our ~~behalf~~shares. MrThese ~~Lim agreed to convert the full amount we owed to him on account of these vendor payments to~~ shares ~~of our common stock at $0.20 per share, which~~ were issued on February 2417, ~~2022~~2023. In addition, as at July 31, 2022, we received $114,917 in subscription to our Shares pursuant to a private placement agreement we signed with Mr. Joe Lim, whereby we agreed to issue Mr. Lim up to 6,458,333 Shares, for gross proceeds of 3,410,000 Malaysian Ringgit (“MR”) (approximately $759,720) at 0.528MR per share ($0.1176 per share). We agreed to accept the total subscription amount in four separate payments, of which $114,917 (510,000MR) represented the first payment.

During the ~~nine~~three-month period ended ~~July~~January 31, ~~2021~~2022, we received $9514,~~152~~220 ~~under~~in loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed $29,000 from third-party-lenders under 4% demand notes payable. During the ~~nine-month~~form ~~period~~of ~~ended~~vendor ~~July~~payments ~~31,~~made ~~2021, we received $673,000 in proceeds from two separate private placement financings~~ by ~~issuing~~Mr. aLim ~~total~~on ofbehalf ~~833,333 shares~~ of ~~our~~the ~~common stock~~Company. ~~We paid $9,705 in share issuance costs associated with these private placements.~~

Capital Resources

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

As of July 31, 2022, we had cash on hand of $117,750 and working capital deficit of $1,047,116, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Duesenberg products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.7

Heritage vehicles, is subject to our ability to obtain necessary funding. We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital. If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

As of January 31, 2023, we had cash on hand of $47,362 and working capital deficit of $998,815, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Duesenberg products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, ~~2021~~2022. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

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

Foreign Currency Translation and Transaction

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

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

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

At July 31, 2022, we had $3,498 in cash on deposit with a large chartered Canadian bank, $113,424 in cash on deposit with a bank in Malaysia, and $828 in cash on deposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.8

At January 31, 2023, we had $2,602 in cash on deposit with a large chartered Canadian bank, $44,313 in cash on deposit with a bank in Malaysia, and $447 in cash on deposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~July~~January 31, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on February 1517, ~~2022~~2023.

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

On ~~May~~December 1112, 2022, Mr. Norman, the Company’s ~~issued 350~~CSO,~~000~~ ~~Shares~~agreed to anconvert ~~arms-length party pursuant to~~ a ~~debt~~total ~~settlement~~of ~~agreement.~~$265,674 ~~The~~the ~~Shares~~Company ~~were~~owed ~~issued~~him ~~pursuant~~on toaccount ~~the provisions~~ of ~~Rule~~unpaid ~~506(b)~~salary ofand ~~Regulation~~reimbursable Dexpenses ofinto ~~the Act~~2,415,222 asshares of the ~~debt~~Company’s ~~holder~~common ~~confirmed~~stock. ~~its~~The ~~qualification~~shares aswere ~~“accredited~~issued ~~investor”~~on asDecember ~~that~~28, ~~term~~2022, isand ~~defined~~were ~~under~~valued ~~Regulation~~at ~~D of the Act~~$577,238.

On ~~July~~December 2812, 2022, the Company ~~closed~~converted a ~~private placement financing by issuing 2,142,857 Shares for gross proceeds of~~ $~~289~~31,~~791.~~267 ~~These~~in ~~Shares~~outstanding ~~were~~4% ~~issued~~notes ~~pursuant~~payable tointo ~~the~~284,241 ~~provisions~~shares of ~~Regulation~~its Scommon ofstock. The ~~the~~shares ~~United~~were ~~States~~issued ~~Securities~~on ~~Act~~December of28, ~~1933~~2022, ~~as amended (the “Act”) to a person who certified it was a resident of the United States~~ and ~~was~~were ~~otherwise~~valued ~~not~~at ~~a “U~~$67,933.S. ~~Person” as that term is defined in Rule 902(k) of Regulation S of the Act.~~

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

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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

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

1210

Exhibit	Description
10.21	Debt Settlement Agreement between Mr. Ian George Thompson and Duesenberg Technologies Inc. dated August 30, 2021(15)
10.22	Share Subscription Agreement dated for reference February 11, 2022, between the Company and Hampshire Brands (PTE) LTD(16)
10.23	Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Lim Hung Beng(16)
10.24	Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Ong See-Ming(16)
10.25	Settlement agreement and mutual release between the Company and Veritas Consulting Group Inc. dated May 5, 2022(17)
10.26	Share Subscription Agreement dated for reference June 17, 2022, between the Company and Hampshire Brands (PTE) LTD(18)
10.27	Share Subscription Agreement dated for reference August 23, 2022, between the Company and Lim Hun Beng(20)
10.28	At-will Contract for Services Agreement between Duesenberg Inc. and Brendan Scott Norman, dated December 1, 2022(20)
10.29	Debt Settlement Agreement between Mr. Brendan Norman and Duesenberg Technologies Inc. dated December 12, 2022(19)
10.30	Debt Settlement Agreement between Mr. Ralph Biggar and Duesenberg Technologies Inc. dated December 12, 2022. (19)
10.31	Debt Settlement Agreement between Rain Communications Corp. and Duesenberg Technologies Inc. dated December 12, 2022. (19)
10.32	Share Subscription Agreement dated for reference January 18, 2023, between the Company and Brendan Scott Norman
10.33	Manufacturing, Sales, Servicing Merchandise and License Agreement between the Company and Brightcliff Limited. dated March 2, 2023. (21)
10.34	Manufacturing, Sales, Servicing Merchandise and License Agreement between the Company and Duesenberg Korea Inc. dated March 3, 2023. (21)
16.1	Code of Ethics.(3)
31.1	Certification of CEO pursuant to Rule 13a-14(a) and 15d-14(a).
31.2	Certification of CFO pursuant to Rule 13a-14(a) and 15d-14(a).
32.1	Certification of CEO pursuant to Section 1350 of Title 18 of the United States Code.
32.2	Certification of CFO pursuant to Section 1350 of Title 18 of the United States Code.
99.1	Audit Committee Charter(3)
101	The following unaudited ~~condensed~~interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the three ~~and six~~ months ended ~~July~~January 31, ~~2022~~2023, formatted in iXBRL; (i) Condensed Consolidated Balance Sheets at ~~July~~January 31, ~~2022~~2023 and October 31, ~~2021~~2022; (ii) Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months ended ~~July~~January 31, ~~2022~~2023 and ~~2021~~2022; (iii) Condensed Consolidated Statements of Stockholders’ Deficit for the ~~Six~~Three-month Periods Ended ~~July~~January 31, ~~2022~~2023 and ~~2021~~2022; (iv) Condensed Consolidated Statement of Cash Flows for the ~~Six~~Three Months ended ~~July~~January 31, ~~2022~~2023 and ~~2021~~2022; and (v) Notes to the Condensed Consolidated Financial Statements.

Notes:

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

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

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

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

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

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

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

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

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

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

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

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

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

(14)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2021

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

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

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

(18)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on June 22, 2022

13(19)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2023

(20)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 17, 2023

(21)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 20, 2023

SIGNATURES

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

Dated: ~~September~~April 223, ~~2022~~2023

	DUESENBERG TECHNOLOGIES INC.


	By:	/s/ Lim Hun Beng
		Lim Hun Beng Chief Executive Officer and President (Principal Executive Officer)


	By:	/s/ Liong Fook Weng
		Liong Fook Weng Chief Financial Officer (Principal Accounting Officer)

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