UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~April~~July 3031, 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		99-0364150
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

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

+1-236-304-0299

Registrant’s telephone number, including area code

n/a

(Former name, former address and former fiscal year,

if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		DUSYF		OTC Expert Market

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 preceding12 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 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 a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

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

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~October~~December 1727, 2023, the number of shares of the registrant’s common stock outstanding was 76,292,446.

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. 109 ITEM 4. CONTROLS AND PROCEDURES. 109 PART II - OTHER INFORMATION 10 ITEM 1. LEGAL PROCEEDINGS. 10 ITEM 1A. RISK FACTORS. 10 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 10 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 1110 ITEM 4. MINE SAFETY DISCLOSURES. 1110 ITEM 5. OTHER INFORMATION. 1110 ITEM 6. EXHIBITS. 1110 SIGNATURES 1413

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	April 30, 2023		October 31, 2022
	July 31, 2023		October 31, 2022
ASSETS
Current assets
Cash	$	134,~~138~~776	$	253,002
Receivables		~~843~~191		1,182
Prepaids		139,~~229~~840		32,708
Total current assets		2714,~~210~~807		286,892
Equipment		-		517
License		4,~~390~~335,~~481~~212		-
Total assets	$	4,~~417~~350,~~691~~019	$	287,409
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	~~610~~618,~~155~~387	$	547,483
Accrued liabilities		1625,~~222~~161		28,770
Due to related parties		23,~~984~~074,~~027~~994		695,755
Notes payable		7680,~~794~~334		105,284
Total liabilities		3,~~687~~798,~~198~~876		1,377,292
Stockholders’ equity (deficit)
Common stock, no par value, unlimited number authorized, 76,292,446 and 58,444,835 issued and outstanding at April 30, 2023 and October 31, 2022, respectively		13,040,126		10,419,029
Common stock, no par value, unlimited number authorized, 76,292,446 and 58,444,835 issued and outstanding at July 31, 2023 and October 31, 2022, respectively		13,040,126		10,419,029
Additional paid-in capital		(101,172)		(101,172)
Accumulated other comprehensive loss		(~~115~~199,~~854~~622)		(93,419)
Deficit		(12,~~092~~188,~~607~~189)		(11,314,321)
Total stockholders’ equity (deficit)		~~730~~551,~~493~~143		(1,089,883)
Total liabilities and stockholders’ equity (deficit)	$	4,~~417~~350,~~691~~019	$	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 April 30,				Six Months Ended April 30,
	Three Months Ended July 31,				Nine Months Ended July 31,
	2023		2022		2023		2022
Revenue	$	-	$	109,~~111~~632	$	-	$	1929,~~586~~218
Operating expenses
Accounting		176,~~678~~124		129,~~410~~546		4047,~~982~~106		1828,~~949~~495
Amortization		3555,~~676~~269		~~326~~314		3591,~~995~~264		~~665~~979
General and administrative expenses		2829,~~267~~351		1418,~~843~~074		5180,~~601~~952		4664,~~338~~412
Management fees		18,000		6616,000		3654,000		84100,000
Professional fees		~~10,309~~674		28,~~291~~617		12,~~187~~861		715,~~071~~688
Regulatory and filing		7,911		14,650		15,596		18,534
Recovery of bad debts		(4,454)		-		(4,454)		-
Research and development costs		28,856		152,091		74,389		344,116
Regulatory and filing		4,977		5,390		20,573		23,924
Salaries and wages		72,400		121,791		172,554		241,058
Research and development costs		-		275,987		74,389		620,103
Travel and entertainment		399		2,211		16,097		2,211
Salaries and wages		64,147		125,651		236,701		366,709
		(219,496)		(386,613)		(455,401)		(762,942)
Travel and entertainment		-		849		16,097		3,060
		(174,088)		(460,428)		(629,489)		(1,223,370)
Other items
Foreign exchange		2681,~~696~~096		1221,~~978~~936		23104,~~410~~506		1032,~~836~~772
Interest expense		(2,~~660~~590)		(1,~~418~~469)		(57,~~107~~697)		(24,~~866~~335)
Loss on debt settlement		-		-(20,415)		(341,188)		-(20,415)
Net loss		(~~195~~95,~~460~~582)		(~~364~~450,~~942~~744)		(~~778~~873,~~286~~868)		(~~735~~1,~~386~~186,130)
Translation to reporting currency		(2383,~~108~~768)		(1918,~~264~~238)		(22106,~~435~~203)		(1331,~~170~~408)
Comprehensive loss	$	(~~218~~179,~~568~~350)	$	(~~384~~468,~~206~~982)	$	(~~800~~980,~~721~~071)	$	(~~748~~1,~~556~~217,538)
Loss per share - basic and diluted	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
Weighted average number of shares outstanding:		6576,~~575~~292,~~426~~446		4852,~~219~~077,~~769~~995		6267,~~458~~120,~~118~~236		4647,~~896~~793,~~328~~697

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, 2021	45,616,043	$	8,503,314	$	76,950	$	(111,119)	$	26,838	$	(9,457,922)	$	(961,939)
Translation to reporting currency	-		-		-		-		6,094		-		6,094
Net loss	-		-		-		-		-		(370,444)		(370,444)
Balance at January 31, 2022	45,616,043		8,503,314		76,950		(111,119)		32,932		(9,828,366)		(1,326,289)
Common shares issued for private placements	2,511,962		502,393		-		-		-		-		502,393
Common shares issued for debt	663,140		132,628		-		-		-		-		132,628
Common shares issued for services	390,000		124,950		(76,950)		-		-		-		48,000
Translation to reporting currency	-		-		-		-		(19,264)		-		(19,264)
Net loss	-		-		-		-		-		(364,942)		(364,942)
Balance at April 30, 2022	49,181,145	$	9,263,285	$	-	$	(111,119)	$	13,668	$	(10,193,308)	$	(1,027,474)
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 issued for services	-		-		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	$	9,598,567	$	114,917	$	(119,119)	$	(4,570)	$	(10,644,052)	$	(1,046,248)
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	2,699,463		645,171		-		-		-		-		645,171
Common shares subscribed	-		-		28,290		-		-		-		28,290
Translation to reporting currency	-		-		-		-		673		-		673
Net loss	-		-		-		-		-		(582,826)		(582,826)
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	333,333		50,000		(28,290)		-		-		-		21,710
Common shares issued for license	14,814,815		1,925,926		-		-		-		-		1,925,926
Translation to reporting currency	-		-		-		-		(23,108)		-		(23,108)
Net loss	-		-		-		-		-		(195,460)		(195,460)
Balance at April 30, 2023	76,292,446	$	13,040,126	$	-	$	(101,172)	$	(115,854)	$	(12,092,607)	$	730,493
Translation to reporting currency	-		-		-		-		(83,768)		-		(83,768)
Net loss	-		-		-		-		-		(95,582)		(95,582)
Balance at July 31, 2023	76,292,446	$	13,040,126	$	-	$	(101,172)	$	(199,622)	$	(12,188,189)	$	551,143

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)

	Six Months Ended April 30,
	Nine Months Ended July 31,
	2023		2022
Cash flow used in in operating activities
Net loss	$	(~~778~~873,~~286~~868)	$	(~~735~~1,~~386~~186,130)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on related party notes		23,~~398~~799		-
Accrued interest on notes payable		23,~~399~~587		24,~~866~~335
Amortization		3591,~~995~~264		~~665~~979
Loss on debt settlement		341,188		-20,415
Non-cash management fees		-		48,000
Foreign exchange		(1795,~~466~~182)		(1230,~~725~~708)
Changes in operating assets and liabilities
Receivables		~~343~~998		(1217,~~433~~620)
Prepaids		1923,~~587~~212		(74,~~315~~215)
Accounts payable and accrued liabilities		4055,~~598~~500		16(11,~~513~~092)
Due to related parties		~~(20~~10,~~078)~~116		~~(10~~95,~~651)~~019
Accrued salaries due to related parties		63115,~~694~~188		~~223~~292,~~052~~806
Net cash used in operating activities		(~~309~~324,~~628~~198)		(~~487~~788,~~414~~211)
Cash flows provided by financing activities
Shares issued for private placement		50,000		~~502~~792,~~393~~184
Loans payable to related party		19,179		-
Subscription to shares		-		114,917
Net cash provided by financing activities		69,179		502,393
Loans payable to related party		25,877		-
Effect of exchange rate changes on cash		585		(1,042)
Net cash provided by financing activities		75,877		907,101
Net increase/(decrease) in cash		(239,864)		13,937
Effect of exchange rate changes on cash		95		(8,574)
Net increase/(decrease) in cash		(248,226)		110,316
Cash, beginning		253,002		7,434
Cash, ending	$	134,~~138~~776	$	21117,~~371~~750

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

~~APRIL~~JULY 3031, 2023

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

Duesenberg Technologies Inc. (the “Company”) was incorporated on August 4, 2010. On April 15, 2011, the Company changed its place of incorporation from the State of Nevada to the Province of British Columbia, Canada. The Company’s common shares trade on the OTC Markets inter-dealer quotation system under the ticker symbol DUSYF.

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.	Malaysia Companies Act 2016	May 17, 2018
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 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, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 17, 2023. The unaudited condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 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 ~~six~~nine-month periods ended ~~April~~July 3031, 2023, are not necessarily indicative of the results that may be expected for the year ending October 31, 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 accumulated losses of $12,~~092~~188,~~607~~189 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 dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

F-5

Intangible Assets

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

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

As at ~~April~~July 3031, 2023, the Company determined that the License acquired from Brightcliff Limited (“Brightcliff”) (Note 9) qualified as an intangible asset with ~~definitive~~definite life subject to amortization.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	April 30, 2023		October 31, 2022
	July 31, 2023		October 31, 2022
Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)	$	4879,~~289~~363	$	31,455
Due to a company controlled by the CEO and Director of the Company(a)		-		82,477
Due to a company controlled by the CEO and Director of the Company(e)		2,500,000		-
Notes payable to the CEO and Director of the Company (b)		~~136~~141,~~537~~939		112,160
Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)		~~184~~205,~~201~~693		148,481
Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)		2540,000		250,675
Due to a Director of the Company(a)		3642,000		24,000
Due to a Director of the Company(a)		3642,000		24,000
Due to a Director of the Company(a)		1824,000		6,000
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	$	23,~~984~~074,~~027~~994	$	695,755

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

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

(c) Mr. Chee Wai Hong resigned from his position as a director of the Company on July 6., 2022, therefore as at ~~April~~July 3031, 2023, the amount owed to Mr. Chee Wai Hong, being $16,000 has been included with trade payables.

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

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

Transactions with CEO and Director of the Company

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred $6089,~~016~~998 (2022 - $5989,~~801~~653) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $12,~~174~~175 (2022 - $1424,~~212~~199) in reimbursable expenses with Mr. Lim. During the ~~six~~nine-month period ended ~~April~~July 3031, 2022, Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on behalf of the Company. During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, Mr. Lim lent the Company a total of $1925,~~179~~877 ~~(MYR86,000)~~ in exchange for 4% notes payable that are due on demand.

F-6

During the ~~six~~nine-month period ended ~~April~~July 30, 2023, the Company accrued $23,~~398~~799 in interest expense on a total of $~~133~~137,~~647~~736 ~~(MYR596,000)~~ the Company owed to Mr. Lim under notes payable. The notes payable accumulate interest at 4% per annum compounded monthly, and are due on demand (2022 - $Nil).

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

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred $50,987 (2022 - $~~342~~620,~~322~~103) to Hampshire Automotive Sdn Bhd. (“Hampshire Automotive”) a private company of which Mr. Joe Lim is a 33% shareholder, for engineering and drafting of the Duesenberg Heritage vehicles, which ~~fees~~ were recorded as part of research and development fees.

On March 2, 2023, the Company entered into an agreement (the “Agreement”) with Brightcliff, a company of which Mr. Lim is major shareholder and director of. The Agreement gave 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 (the “Licensing Fee”), payable in cash or common shares issued at $0.16875. In addition, the Company agreed to a 3% royalty payable on gross revenue from sales of the trademarked products (Note 9).

On April 5, 2023, the Company issued 14,814,815 Shares as payment for the 50% of the Licensing Fee. The number of shares was determined based on March 2, 2023, share price discounted at 25% and in accordance with a letter from Brightcliff agreeing to amend the conversion price of $0.16875 per share. The Shares issued had a fair value of $1,925,926 (Note 6).

During the comparative ~~six~~nine-month period ended ~~April~~July 3031, 2022, the Company recognized $1420,~~263~~877 in revenue from licensing and maintenance of its SMART Systems applications to a company of which Mr. Lim is a 50% shareholder. Due to the unfavorable economic conditions following the COVID-19 pandemic, the customer was unable to continue paying for the services, and therefore the Company did not record any revenue from this customer during the ~~six~~nine-month period ended ~~April~~July 3031, 2023. During the nine-month period ended July 31, 2023, the Company received a payment of $4,454, which was recorded as recovery of bad debts.

Transactions with CFO and Director of the Company

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred $4871,~~012~~998 (2022 - $4771,~~841~~722) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $68,~~540~~057 (2022 - $59,~~046~~700) in reimbursable expenses with Mr. Liong.

Transactions with Directors of the Company

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred a total of $3654,000 in management/director fees to its directors (2022 - $3652,000).

Transactions with CSO of the Company

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred $15,000 (2022 - $90135,000) in wages and salaries to its CSO, Mr. Brendan Norman. On December 1, 2022, Mr. Norman and the Company reached an agreement to amend his employment agreement by reducing his monthly fee from $15,000 per month, to $5,000 per month, the amended fees are reported as consulting fees included in general and administrative expenses. During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company incurred a total of $2540,000 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; the Shares were issued on February 17, 2023.

NOTE 4 - EQUIPMENT

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

	April 30, 2023		October 31, 2022
Net book value, beginning of the period	$	517	$	1,952
Amortization		(550)		(1,299)
Foreign exchange		33		(136)
Net book value, end of the period	$	-	$	517

F-7

NOTE 4 - EQUIPMENT

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

	July 31, 2023		October 31, 2022
Net book value, beginning of the period	$	517	$	1,952
Amortization		(550)		(1,299)
Foreign exchange		33		(136)
Net book value, end of the period	$	-	$	517

NOTE 5 - NOTES PAYABLE

The following amounts were due under notes payable at ~~April~~July 3031, 2023 and October 31, 2022:

	April 30, 2023		October 31, 2022
	July 31, 2023		October 31, 2022
Balance, beginning of the period	$	105,284	$	106,892
Debt converted to shares		(31,267)		-
Interest accrued during the period		23,~~399~~587		5,787
Foreign exchange		~~378~~2,730		(7,395)
Balance, end of the period	$	7680,~~794~~334	$	105,284

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company accrued $23,~~256~~444 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2022 - $23,~~268~~428). The note payable is unsecured and due on demand. As at ~~April~~July 3031, 2023, the Company owed a total of $7680,~~794~~334 under this note payable (2022 - $76,777).

In addition, during the ~~six~~nine-month period ended ~~April~~July 3031, 2023, the Company accrued $143 (2022 - $~~598~~907) 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 December 12, 2022, Mr. Norman, the Company’s CSO, agreed to convert a total of $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 (Note 3). The shares were issued on December 28, 2022, and were valued at $577,238, resulting in $311,564 loss on debt settlement.

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

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 (Note 3). The Shares were issued on February 17, 2023.

On April 5, 2023, the Company issued 14,814,815 Shares to Brightcliff, a company of which Mr. Lim is major shareholder and director of, as payment for the 50% of the Licensing Fee (Notes 3 and 9). The number of shares was determined based on March 2, 2023, share price discounted at 25%. At the time of issuance, the Shares had a fair value of $1,925,926.

Warrants and Options

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, and for the year ended October 31, 2022, the Company did not have any warrants or options issued and exercisable.

F-8

NOTE 7 - FORGIVENESS OF DEBT

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, one of the vendors of the Company agreed to forgive a total of $7,394, the Company owed for the services (2022 - $Nil). The gain on forgiveness of debt, being $7,042 was included as part of loss on debt settlement (2022 - $Nil).

NOTE 8 - SEGMENT INFORMATION

The Company has one segment, being the development of Electrical Vehicles and applications based on the VGRAB technology. As at ~~April~~July 3031, 2023, the Company did not have any long-lived assets, as(2022 ~~compared~~- to $517) ~~the~~attributable ~~Company~~to ~~held~~its operations in Asia, ~~and~~the ~~$Nil~~Company’s inintangible ~~Canada~~assets ~~and~~represented ~~the~~by USLicensed asTrademarks at(Note ~~October~~9) 31amounted to $4,335,212 and were entirely attributed to Canadian operations (2022. ~~The~~- $Nil); and the Company’s revenues from customers for the same period were $Nil (2022 - $1929,~~586~~218) with all revenue attributable to operations in Asia.

F-8

NOTE 9 - LICENSE

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

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

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

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

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

On March 3, 2023, the Company entered into a sublicense agreement (the “Sublicense Agreement”) with Duesenberg Korea Inc. (“DKI”). Under the terms 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 may be terminated and DKI may lose its rights to the Licensed Trademarks if DKI fails to have licensed products ready for sale to the public within three years of the effective date of the Sublicense Agreement. Brightcliff waived the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as a result of this Sublicense Agreement.

At ~~April~~July 3031, 2023, the Company recorded $3590,~~445~~714 in amortization expense associated with the Licensed Trademarks.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to ~~April~~July 3031, 2023, the Company borrowed a total of $14,556 in exchange for unsecured notes payable accumulating interest at 8% per annum compounded monthly and due on demand. In addition, the Company borrowed $103,~~388~~690 from its director and CEO in exchange for an unsecured ~~notes~~note payable accumulating interest at 4% per annum compounded monthly and due on demand.

F-9

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, 2022, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

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

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

Name	Incorporation	Incorporation Date
Duesenberg Malaysia Sdn Bhd.	Malaysia Companies Act 2016	May 17, 2018
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 May 17, 2018, we incorporated Duesenberg Technologies Malaysia Sdn Bhd., (“Duesenberg Malaysia”), under the Malaysia Companies Act 2016. The main business objective of Duesenberg Malaysia is to facilitate and source New Green Energies, such as electric, hydrogen and solar. In addition, Duesenberg Malaysia continues to maintain the developed online e-commerce. Since its incorporation, Duesenberg Malaysia has been working on the development of its SMART System prototype. Duesenberg’s SMART System will consist of several modules, including Duesenberg Membership system, which will allow its users to sign up for service/maintenance of Duesenberg vehicles, purchase Duesenberg merchandize, book high-end villas/planes/yachts, via internet or quick response code, also known as “QR Code”, Duesenberg Cloud Management System (“DCMS”), and Duesenberg Database Management System (“DDMS”). DCMS and DDMS form the backbone of Duesenberg’s SMART System, allowing to integrate each future developed Duesenberg SMART System’s module into the platform. The Company is currently testing the Duesenberg SMART System’s functionality before integrating it as part of the Duesenberg’s New Energy Vehicle operating system, or marketing it to potential clients as a stand-along system.

On February 18, 2019, we formed another subsidiary, Duesenberg Technologies Evolution Ltd (“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to research new technologies and software integration development techniques and 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.

On August 14, 2019, Duesenberg Evolution finalized a development of a mobile software application, Duesenberg WeChat Application, which was developed to be used with smartphones in P.R. China using the WeChat on Android and Apple iOS operating systems. Duesenberg WeChat Application allows its users to sign up for memberships, deposit money, purchase products, redeem vouchers, and upload media promotions onto the smartphones.

In March of 2020 we completed development of the prototype Duesenberg vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. Prior to COVID-19 measures, we were expecting to have the first prototype of the Vending Machine installed and operational at a local university, byhowever ~~the~~due ~~end of April with further units~~ to bethe ~~placed~~unforeseen ~~across~~changes in the university’s ~~campus~~management ~~and~~team ~~other universities across Malaysia. However, due to COVID-19 measures,~~ we were ~~required~~asked to ~~postpone~~place the ~~roll-out~~installation ~~until~~on ~~the~~hold ~~restrictions~~until ~~set~~further ~~to prevent the spread of virus were lifted and businesses were allowed to resume their normal operations~~notice.

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

On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg Nevada”). The purpose of Duesenberg Nevada is to undertake the development of Electric Vehicles (“Duesenberg EV”) using the Duesenberg brand. We were given the rights to use the Duesenberg trademark name in 2018. In order to develop the Duesenberg EV we are planning to partner with 3-rd party developers and suppliers in the United States of America. We plan on using our Duesenberg SMART System as part of the Duesenberg EV’s operating system.

EVOn weJanuary ~~are~~8, ~~planning~~2021, toDuesenberg ~~partner~~Nevada signed an agreement with 3Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. As of the date of this Quarterly Report on Form 10-rdQ, ~~party~~we ~~developers~~have received initial ergonomics exterior and ~~suppliers~~interior indata sheets and CAS IGES files as well as the ~~United~~initial ~~States~~drafts of ~~America.~~the Weexterior ~~plan~~and interior designs for the Duesenberg EV. Based on ~~using~~the ~~our~~initial drafts and discussions with Rocket Supreme, we reached out to various manufacturers which will be required to develop and manufacture the required components for the Duesenberg’s ~~SMART~~EV. ~~System~~Majority asof ~~part~~initial work will be outsourced to Hampshire Automotive Sdn Bhd (“Hampshire Automotive”), an entity related to the Company, who has already established necessary connections with suppliers and other manufacturers required for manufacturing of the Heritage Vehicles. As of the date of this Form 10-Q, the design of the first Duesenberg EV’s ~~operating~~is ~~system~~on hold until we raise additional funds.

On ~~January~~May 821, 2021, ~~Duesenberg~~we ~~Nevada~~formed ~~signed~~Duesenberg anHeritage ~~agreement~~LLC. ~~with~~under ~~Rocket Supreme,~~ the ~~Barcelona,~~laws ~~Spain~~of ~~automotive~~the ~~design~~State ~~house~~of ~~established~~Nevada by(“Duesenberg ~~Christopher Reitz~~Heritage”). AsDuesenberg ofHeritage’s ~~the~~operations ~~date~~will ofbe ~~this~~focused ~~Quarterly Report~~ on ~~Form~~reproducing ~~10-Q,~~very welimited ~~have~~Duesenberg ~~received~~heritage ~~initial~~vehicles, ~~ergonomics~~the ~~exterior~~Duesenberg ~~and~~Model ~~interior~~J ~~data sheets~~ and ~~CAS~~Boat ~~IGES~~Tail ~~files~~series, aswhich ~~well~~were asoriginally ~~the~~manufactured ~~initial~~in ~~drafts of~~ the ~~exterior~~1920s and ~~interior~~1930s. ~~designs~~The ~~for~~Company ~~the~~is ~~Duesenberg~~currently ~~EV.~~in ~~We expect~~ the ~~final~~initial ~~design~~stage of ~~the~~its ~~first~~prototype ~~Duesenberg~~development EVand toexpects bethat ~~released~~the inpre-production ~~mid~~of tothe ~~late~~heritage ~~2023.~~vehicles ~~Based~~from onthat ~~the~~era ~~initial~~(as ~~drafts,~~well weas ~~commenced~~possibly ~~negotiations~~converting ~~with~~them ~~various~~to ~~manufacturers~~electrical ~~required~~models) towill ~~continue~~commence ~~the~~during ~~development~~Fiscal ~~and~~2024, ~~manufacturing~~provided ofthat ~~the~~we ~~required~~are ~~components~~able ~~for~~to ~~the~~raise ~~Duesenberg’s~~additional EVfunds. ~~Majority~~The ofpre-production ~~current~~process ~~work~~ is ~~being~~expected ~~outsourced~~ to ~~Hampshire~~be ~~Automotive~~time ~~Sdn~~consuming ~~Bhd~~and ~~(“Hampshire~~will ~~Automotive”),~~require anhighly ~~entity~~specialized ~~related~~and skilled tradesman. In order to ~~the~~facilitate ~~Company~~this, ~~who~~the ~~has~~management ~~already~~is ~~established~~actively ~~necessary~~looking ~~connections~~to ~~with~~engage ~~suppliers~~or ~~and~~hire ~~other~~qualified ~~manufacturers~~consultants, ~~required~~and for ~~manufacturing~~the ofways ~~the~~to ~~Heritage~~finance ~~Vehicles~~the process.

OnIn ~~May~~order ~~21,~~to ~~2021,~~support wethe ~~formed~~development and future production of Duesenberg EV or New Energy Vehicles (“NEV”) as well as Duesenberg Heritage ~~LLC~~vehicles, we will require significant financing. ~~under~~During the ~~laws~~year ended October 31, 2022, we closed two private placement financings by issuing a total of ~~the~~11,113,152 ~~State~~shares of ~~Nevada~~our common stock (~~“Duesenberg~~the ~~Heritage~~“Shares”) for gross proceeds of $1,567,184. ~~Duesenberg~~During ~~Heritage’s~~the ~~operations~~nine-month ~~will~~period beended ~~focused~~July on31, ~~reproducing~~2023, ~~very~~we ~~limited~~raised ~~Duesenberg~~an ~~heritage~~additional ~~vehicles~~$50,000 ~~the~~through ~~Duesenberg~~a ~~Model~~private Jplacement ~~and~~financing ~~Boat~~which ~~Tail~~closed ~~series~~on February 17, ~~which~~2023. The Shares were ~~originally~~issued ~~manufactured~~pursuant into the ~~1920s~~provisions ~~and~~of ~~1930s.~~Regulation ~~The~~S ~~Company~~of isthe ~~currently~~United inStates ~~the~~Securities ~~initial~~Act ~~stage~~ of ~~its~~1933, ~~prototype~~as ~~development~~amended ~~and~~(the ~~expects~~“Act”) ~~that~~to the ~~pre-production~~persons who are not residents of the ~~heritage~~United ~~vehicles~~States ~~from~~and ~~that~~are ~~era~~otherwise ~~(as~~not ~~well~~“U.S. Persons” as ~~possibly~~that ~~converting~~term ~~them~~is todefined ~~electrical~~in ~~models~~Rule 902(k) ~~will~~of ~~commence~~Regulation ~~during~~S ~~Fiscal~~of ~~2023~~the Act. ~~The~~In ~~pre-production~~addition, ~~process~~we isborrowed ~~expected~~$25,877 tofrom beour ~~time~~CEO ~~consuming~~in ~~and~~exchange ~~will~~for ~~require~~4% ~~highly~~notes ~~specialized~~payable ~~and~~due ~~skilled~~on ~~tradesman~~demand. InThe ~~order~~funds towe ~~facilitate~~have ~~this,~~raised in the ~~management~~above isfinancings ~~actively~~are ~~looking~~not sufficient to ~~engage~~bring orour ~~hire~~Duesenberg ~~qualified~~EV ~~consultants~~and Duesenberg Heritage vehicle production plans to completion, and ~~for~~we will require additional funding. We cannot assure the ~~ways~~reader tothat ~~finance~~we will be successful in securing the ~~process~~further funding as required.

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

Recent Corporate Events

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

Private Placement Financings

On February 17, 2023, we closed a private placement financing by issuing 333,333 Shares for gross proceeds of $50,000. The Shares were issued to Mr. Brendan Norman, the Company’s CSO, pursuant to the provisions of Regulation S of the Act, as Mr. Norman confirmed that he is not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

License Agreement with Brightcliff Limited

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

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. On March 27, 2023, the Company received a letter from Brightcliff agreeing to a conversion price at $0.16875 per Share. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.

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

License Agreement with Duesenberg Korea

On March 3, 2023, the Company entered into a manufacturing, sales, servicing, merchandise and license agreement with Duesenberg Korea Inc. (“DKI”) (the “Sublicense Agreement”). Under the terms 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.

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.

Loan Agreements

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

BCSC Cease Trade Order

On July 11, 2023, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company for failing to timely file its interim financial report for the period ended April 30, 2023, along with the related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to file the required Canadian Filings was due to the Company having insufficient funds to complete the review of its quarterly financial statements. The Company had filed its Canadian Filings on October 17, 2023.

On October 3, 2023, the Company received a deficiency letter from the BCSC, notifying the Company of its failure to comply with continuous disclosure requirements, and the failure to file its interim financial report for the period ended July 31, 2023, along with the related management’s discussion and analysis.

Summary of Financial Condition

	April 30, 2023		October 31, 2022
	July 31, 2023		October 31, 2022
Working capital deficit	$	(3,~~659~~784,~~988~~069)	$	(1,090,400)
Current assets	$	2714,~~210~~807	$	286,892
Total liabilities	$	3,~~687~~798,~~198~~876	$	1,377,292
Common stock and additional paid-in capital	$	12,938,954	$	10,317,857
Deficit	$	(12,~~092~~188,~~607~~189)	$	(11,314,321)
Accumulated other comprehensive loss	$	(~~115~~199,~~854~~622)	$	(93,419)

Results of Operation

Our operating results for the three- and ~~six~~nine-month periods ended ~~April~~July 3031, 2023 and 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 April 30,				Percentage	Six Months Ended April 30,				Percentage
	Three Months Ended July 31,				Percentage	Nine Months Ended July 31,				Percentage
	2023		2022		Change	2023		2022		Change
Revenue	$	-	$	109,~~111~~632	(100)%	$	-	$	1929,~~586~~218	(100)%
Operating expenses		(~~219~~174,~~496~~088)		(~~386~~460,~~613~~428)	(4362)%		(~~455~~629,~~401~~489)		(~~762~~1,~~942~~223,370)	(4049)%
Foreign exchange		2681,~~696~~096		1221,~~978~~936	~~106~~270%		23104,~~410~~506		1032,~~836~~772	~~116~~219%
Loss on debt settlement		-		-(20,415)	~~n/a~~(100)%		(341,188)		-(20,415)	~~n/a~~1,571%
Interest expense		(2,~~660~~590)		(1,~~418~~469)	8876%		(57,~~107~~697)		(24,~~866~~335)	78%
Net loss		(~~195~~95,~~460~~582)		(~~364~~450,~~942~~744)	(4679)%		(~~778~~873,~~286~~868)		(~~735~~1,~~386~~186,130)	6(26)%
Translation to reporting currency		(2383,~~108~~768)		(1918,~~264~~238)	20359%		(22106,~~435~~203)		(1331,~~170~~408)	70238%
Comprehensive loss	$	(~~218~~179,~~568~~350)	$	(~~384~~468,~~206~~982)	(4362)%	$	(~~800~~980,~~721~~071)	$	(~~748~~1,~~556~~217,538)	7(20)%

Revenue

During the three- and ~~six~~nine-month periods ended ~~April~~July 3031, 2023, we did not generate any revenue from our operations, as our customers’ financial positions had been affected by COVID-19 pandemic, and they were not in position to pay for the services. During the comparative ~~six~~three- and ~~three~~nine-month periods ended ~~April~~July 3031, 2022, we generated $6,~~431~~632 and $1320,~~586~~218, respectively, in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems, which we licensed to Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,000 and $69,000, respectively, from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which is managed by Shanghai Duesenberg Marketing Planning Co Ltd.

Operating Expenses

Our operating expenses for the three- and ~~six~~nine-month periods ended ~~April~~July 3031, 2023 and 2022, consisted of the following:

	Three Months Ended April 30,				Percentage	Six Months Ended April 30,				Percentage
	Three Months Ended July 31,				Percentage	Nine Months Ended July 31,				Percentage
	2023		2022		Change	2023		2022		Change
Operating expenses:
Accounting	$	176,~~678~~124	$	129,~~410~~546	42(36)%	$	4047,~~982~~106	$	1828,~~949~~495	~~116~~65%
Amortization		3555,~~676~~269		~~326~~314	1017,~~844~~502%		3591,~~995~~264		~~665~~979	59,~~313~~222%
General and administrative expenses		28,267		14,843	90%		51,601		46,338	11%
Bad debts recovery		(4,454)		-	n/a		(4,454)		-	n/a
Management fees		18,000		66,000	(73)%		36,000		84,000	(57)%
General and administrative expenses		29,351		18,074	62%		80,952		64,412	26%
Professional fees		10,309		2,291	350%		12,187		7,071	72%
Management fees		18,000		16,000	13%		54,000		100,000	(46)%
Regulatory and filing		7,911		14,650	(46)%		15,596		18,534	(16)%
Professional fees		674		8,617	(92)%		12,861		15,688	(18)%
Research and development costs		28,856		152,091	(81)%		74,389		344,116	(78)%
Regulatory and filing		4,977		5,390	(8)%		20,573		23,924	(14)%
Salaries and wages		72,400		121,791	(41)%		172,554		241,058	(28)%
Research and development costs		-		275,987	(100)%		74,389		620,103	(88)%
Travel and entertainment		399		2,211	(82)%		16,097		2,211	628%
Salaries and wages		64,147		125,651	(49)%		236,701		366,709	(35)%
Total	$	219,496	$	386,613	(43)%	$	455,401	$	762,942	(40)%
Travel and entertainment		-		849	(100)%		16,097		3,060	426%
Total	$	174,088	$	460,428	(62)%	$	629,489	$	1,223,370	(49)%

During the three-month period ended ~~April~~July 3031, 2023, our operating expenses decreased by $~~167~~286,~~117~~340 or 4362% from $~~386~~460,~~613~~428, for the three months ended ~~April~~July 3031, 2022, to $~~219~~174,~~496~~088 for the three months ended ~~April~~July 3031, 2023. The most significant change in our operating expenses was associated with $~~123~~275,~~235~~987 decrease in research and development costs weassociated ~~incurred~~with ~~for~~ the design of Duesenberg Heritage vehicles, ~~which~~as ~~for~~we did not incur any costs during the three-month period ended ~~April~~July 3031, 2023 ~~amounted to $28~~,~~856~~ as compared to $~~152~~275,~~091~~987 we recorded for the three-month period ended ~~April~~July 3031, 2022. The second largest contributing factor to our operating expenses for the three-month period ended ~~April~~July 3031, 2023, was associated with decrease in salaries and wages expense of $4961,~~391~~504, which decreased to $7264,~~400~~147 as compared to $~~121~~125,~~791~~651 during the three-month period ended ~~April~~July 3031, 2022. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with restructuring 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 management fees decreased by $48,000, to $18,000, as compared to $66,000 we incurred~~

to $5,000 per month. Our management fees increased by $2,000, to $18,000, as compared to $16,000 we incurred in the comparative three-month period ended ~~April~~July 3031, 2022. The ~~higher~~lower management fees during the comparative period were associated with ~~our~~resignation ~~decision~~of toone ~~award two~~ of our directors ~~with~~in ~~120,000~~June ~~shares~~ of ~~our common stock valued at $24,000, each, for services they’ve provided to us~~2022. Our accounting fees ~~increased~~decreased by $53,~~268~~422 to $176,~~678~~124 for the three-month period ended ~~April~~July 3031, 2023, and were in part associated with ~~increased~~delayed ~~audit and~~ review ~~fees~~of weour ~~incurred~~interim ~~due~~financial tostatements ~~increased~~for ~~complexity~~the ofperiod ~~our~~ended ~~business~~April ~~operations~~30, 2023. Our general and administrative expenses increased by $1311,~~424~~277, or 9062% from $1418,~~843~~074 we incurred during the period ended ~~April~~July 3031, 2022, to $2829,~~267~~351 we incurred for the three-month period ended ~~April~~July 3031, 2023; general and administrative expenses included consulting fees of $15,000 (2022 - $Nil) and administrative fees of $11,~~071~~243 (2022 - $11,~~839~~657). During the three-month period ended ~~April~~July 3031, 2023, we recorded $3555,~~676~~269 in amortization expense (2022 - $~~326~~314), of which $3555,~~445~~269 (2022 - $Nil) were associated with amortization of our Licensed Trademarks, which are being amortized over a 20-year period based on a straight line.

On a year-to-date basis, our operating expenses decreased by $~~307~~593,~~541~~881 or 4049% from $~~762~~1,~~942~~223,370 for the ~~six~~nine months ended ~~April~~July 3031, 2022, to $~~455~~629,~~401~~489 for the ~~six~~nine months ended ~~April~~July 3031, 2023. The most significant change in our operating expenses was associated with $~~269~~545,~~727~~714 decrease in our research and development costs to $74,389 we incurred during the ~~six~~nine-month period ended ~~April~~July 3031, 2023, for the design of Duesenberg Heritage vehicles, as compared to $~~344~~620,~~116~~103 we expended during the ~~six~~nine-month period ended ~~April~~July 3031, 2022. Our salaries and wages decreased by $68130,~~504~~008, from $~~241~~366,~~058~~709 for the ~~six~~nine-month period ended ~~April~~July 3031, 2022, to $~~172~~236,~~554~~701, for the ~~six~~nine-month period ended ~~April~~July 3031, 2023. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with restructuring 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. Other notable expenses included $3654,000 in management fees, as compared to $84100,000 we incurred during the ~~six~~nine-month period ended ~~April~~July 3031, 2022. This decrease resulted from our decision to accrue $2,000 monthly director fees to each of our three non-executive directors; in addition, during the ~~issuance~~comparative period we decided to award two of ~~240~~our directors with 120,000 shares of our common stock valued at $4824,000, toeach, ~~two of our directors~~ for services they’ve provided to us. Our accounting fees increased by $2218,~~033~~611 to $4047,~~982~~106, as compared to $1828,~~949~~495 we incurred during the ~~six~~nine-month period ended ~~April~~July 3031, 2022, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our professional fees ~~increased~~decreased by $52,~~116~~827 from $715,~~071~~688 we incurred during the ~~six~~nine-month period ended ~~April~~July 3031, 2022, to $12,~~187~~861 for the ~~six~~nine-month period ended ~~April~~July 3031, 2023. Our general and administrative expenses increased by $516,~~263~~540, or 1126% from $4664,~~338~~412 we incurred during the period ended ~~April~~July 3031, 2022, to $5180,~~601~~952 we incurred for the ~~six~~nine-month period ended ~~April~~July 3031, 2023; general and administrative expenses included corporate communication fees of $914 (2022 - $1823,~~522~~046) and administrative fees of $2233,~~194~~437 (2022 - $2335,~~687~~344). Our corporate communication fees decreased as a result of shortage of funding and with our decision to concentrate the funds that we had available on research and development and later during the period on general operations of our business, as opposed to increasing the shareholder awareness of our Company. During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, we recorded $3591,~~995~~264 in amortization expense (2022 - $~~665~~979), of which $3590,~~445~~714 (2022 - $Nil) were associated with amortization of our Licensed Trademarks, which are being amortized over a 20-year period based on a straight line.

Other Items

During the three months ended ~~April~~July 3031, 2023, we recorded $2,~~660~~590 (2022 - $1,~~418~~469) in interest expense and $2681,~~696~~096 in realized foreign exchange gain (2022 - $1221,~~978~~936) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, during the comparative three-month period ended July 31, 2022, we recorded $20,415 loss on debt settlement agreement with a vendor, whereby we agreed to pay the vendor $25,000 cash and issue 350,000 shares of our common stock to extinguish our debt of $51,500. We did not have similar transactions during the three-month period ended July 31, 2023.

During the ~~six~~nine months ended ~~April~~July 3031, 2023, we recorded $57,~~107~~697 (2022 - $24,~~866~~335) in interest expense and $23104,~~410~~506 in realized foreign exchange gain (2022 - $1032,~~836~~772) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $341,188 loss on debt settlement, associated with conversion of $31,267 we owed to our debt holders on account of notes payable which accumulated interest at 4% per annum and were due on demand, and conversion of $265,674 we owed to 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 ~~forgiveness of~~ $7,042 wein ~~owed~~debt tothat was forgiven by one of our vendors. WeDuring ~~did~~the ~~not~~comparative ~~have~~nine-month ~~similar~~period ~~transactions~~ended ~~during~~July 31, 2022, we recorded $20,415 loss on debt settlement agreement with a vendor, whereby we agreed to pay the ~~six-month~~vendor ~~period~~$25,000 ~~ended~~cash ~~April~~and 30issue 350,000 ~~2022~~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.

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 have generated only minimal revenue from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders and management, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based upon our current plans, we expect to incur operating losses in future periods. At ~~April~~July 3031, 2023, we had a working capital deficit of $3,~~659~~784,~~988~~069 and accumulated losses of $12,~~092~~188,~~607~~189 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. The consolidated financial statements included with this 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 April 30, 2023		At October 31, 2022
	At July 31, 2023		At October 31, 2022
Current assets	$	2714,~~210~~807	$	286,892
Current liabilities		(3,~~687~~798,~~198~~876)		(1,377,292)
Working capital deficit	$	(3,~~659~~784,~~988~~069)	$	(1,090,400)

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, our working capital deficit increased by $2,~~569~~693,~~588~~669, from $1,090,400 as at October 31, 2022, to $3,~~659~~784,~~988~~069 as at ~~April~~July 3031, 2023. The increase in the working capital deficit was primarily related to an increase in our current liabilities of $2,~~309~~421,~~906~~584. This change was associated with a $2,~~288~~379,~~272~~239 increase in amounts payable to our related parties, mainly on account of unpaid license fee contemplated under the license agreement with Brightcliff. This increase was further amplified by increased accounts payable of $6270,~~672~~904, which were in part associated with the amount we owed for the audit of our financial statements. These increases were in part offset by a decrease in accrued liabilities of $123,~~548~~609, to $1625,~~222~~161 as compared to $28,770 as at October 31, 2022, and a decrease in notes payable of $2824,~~490~~950 to $7680,~~794~~334, as compared to $105,284 as at October 31, 2022, as during the ~~six~~nine-month period ended ~~April~~July 3031, 2023, we converted $31,267 in outstanding notes payable into 284,241 Shares.

Our current assets decreased by $~~259~~272,~~682~~085 from $286,892 at October 31, 2022, to $2714,~~210~~807 at ~~April~~July 3031, 2023. The decrease was mainly associated with decreased cash balance of $134,~~138~~776, as compared to $253,002 we had on October 31, 2022, with decreased amounts receivable, which at ~~April~~July 3031, 2023, totaled $~~843~~191, as compared to $1,182 we recorded as receivable at October 31, 2022, and with decreased prepaids of $139,~~229~~840, as compared to $32,708 as at October 31, 2022.

Cash Flows

	Six Months Ended April 30,
	Nine Months Ended July 31,
	2023		2022
Net cash used in operating activities	$	(~~309~~324,~~628~~198)	$	(~~487~~788,~~414~~211)
Net cash provided by financing activities		6975,~~179~~877		~~502~~907,~~393~~101
Effect of exchange rate changes on cash		~~585~~95		(18,~~042~~574)
Net increase/(decrease) in cash	$	(~~239~~248,~~864~~226)	$	13110,~~937~~316

Net cash used in operating activities

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, we used $~~309~~324,~~628~~198 to support our operating activities. This cash was used to cover our cash operating expenses of $~~413~~529,~~772~~212, determined as net loss of $~~778~~873,~~286~~868 decreased by non-cash transactions totaling $~~364~~344,~~514,~~656. ~~and~~This touse ~~decrease~~of ~~amounts~~cash ~~due~~was tooffset ~~our related parties~~ by $20115,~~078.~~188 ~~These~~increase ~~uses~~in ofaccrued ~~cash~~salaries ~~were~~due ~~offset~~to byour ~~$63~~related parties,~~694~~ increase in ~~accrued~~other ~~salaries~~amounts due to our related parties of $10,116, decrease in our prepaids and amounts receivable of $1923,~~587~~212 and $~~343~~998, respectively, and by an increase in our accounts payable and accrued liabilities of $4055,~~598~~500.

During the ~~six~~nine-month period ended ~~April~~July 3031, 2022, we used $~~487~~788,~~414~~211 to support our operating activities. This cash was used to cover our cash operating expenses of $~~696~~1,~~580~~143,109, determined as net loss of $1,186,130 decreased by non-cash transactions totaling $43,021, to increase our receivables and prepaid expenses by $1217,~~433~~620 and $74,~~315~~215, respectively, and to reduce ~~amounts due to~~ our ~~related~~vendor ~~parties~~payables by $1011,~~651~~092. These uses of cash were offset by increases in our ~~accounts~~amounts payable ~~and~~to ~~accrued~~related ~~liabilities~~parties ~~of $16,513,~~ and ~~an increase to~~ accrued salaries and management fees payable to our management team of $~~223~~95,~~052~~019 and $292,806, respectively.

Non-cash operating activities

During the ~~six~~nine -month period ended ~~April~~July 3031, 2023, we recorded $23,~~399~~587 in accrued interest on the notes payable, $23,~~398~~799 in accrued interest on the note payable issued to Mr. Lim, and $1795,~~466~~182 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recorded $3591,~~995~~264 in amortization expense, of which $3590,~~445~~714 were associated with amortization of our Licensed Trademarks and $550 were associated with amortization of our office equipment, and $341,188 we recognized as loss on debt settlement.

During the ~~six~~nine-month period ended ~~April~~July 3031, 2022, we recorded $24,~~866~~335 in interest onto ~~the~~third-party lenders under notes payable, $~~665~~979 in amortization of our office equipment, and $1230,~~725~~708 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recognized $48,000 on grant of 240,000 Shares to Mr. Chee Wai Hong and to Mr. Barth (120,000 each), which were recorded as part of management fees, and recorded $20,415 loss on debt settlement with Veritas.

Net cash provided by financing activities

During the ~~six~~nine-month period ended ~~April~~July 3031, 2023, we closed a private placement financing with Mr. Brendan Norman by issuing 333,333 Shares at $0.15 per Share for gross proceeds of $50,000. During the same period we borrowed a total of $1925,~~179~~877 from our CEO, Mr. Lim, in exchange for unsecured promissory notes accruing interest at 4% per month compounded monthly and due on demand.

During the ~~six~~nine-month period ended ~~April~~July 3031, 2022, we closed atwo private placement ~~financing~~financings by issuing 2a total of 4,~~511~~654,~~962~~819 Shares ~~at $0.20 per Share~~ for gross proceeds of $~~502~~792,~~393~~184. During the same period, Mr. Lim advanced to us $20,550 in the form of vendor payments made by him on our behalf. Mr Lim agreed to convert the full amount we owed to him on account of these vendor payments to shares of our common stock at $0.20 per share, which were issued on February 24, 2022. 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.

Capital Resources

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

As of ~~April~~July 3031, 2023, we had cash on hand of $134,~~138~~776 and working capital deficit of $3,~~659~~784,~~988~~069, 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, 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 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 period-end exchange rates are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the 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 ~~April~~July 3031, 2023, we had $23,~~748~~442 in cash on deposit with a large chartered Canadian bank, $~~10,135~~180 in cash on deposit with a bank in Malaysia, and $~~255~~1,154 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.

Intangible Assets

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

regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 1 to 20 years.

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

As at ~~April~~July 3031, 2023, we determined that the License we acquired from Brightcliff Limited (“Brightcliff”) qualified as intangible asset with definite life subject to amortization.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~April~~July 3031, 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 17, 2023.

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

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. These shares were issued on February 17, 2023.

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

on March 2, 2023, share price discounted at 25% and in accordance with the letter from Brightcliff agreeing to the conversion price of $0.16875 per share.

The 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)

Exhibit	Description
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)
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)

Exhibit	Description
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)
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. (22)
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 interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2023, formatted in iXBRL; (i) Condensed Consolidated Balance Sheets at July 31, 2023 and October 31, 2022; (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months ended July 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Stockholders’ Deficit for the Nine-month Periods Ended July 31, 2023 and 2022; (iv) Condensed Consolidated Statement of Cash Flows for the Nine Months ended July 31, 2023 and 2022; and (v) Notes to the Condensed Consolidated Financial Statements.

Exhibit	Description
16.1	Code of Ethics.(3)
31.1	Certification of CEO pursuant to Rule 13a-14(a) and 15d-14(a).
31.2	Certification of CFO pursuant to Rule 13a-14(a) and 15d-14(a).
32.1	Certification of CEO pursuant to Section 1350 of Title 18 of the United States Code.
32.2	Certification of CFO pursuant to Section 1350 of Title 18 of the United States Code.
99.1	Audit Committee Charter(3)
101	The following unaudited interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the three and six months ended April 30, 2023, formatted in iXBRL; (i) Condensed Consolidated Balance Sheets at April 30, 2023 and October 31, 2022; (ii) Condensed Consolidated Statements of Operations for the Three and Six Months ended April 30, 2023 and 2022; (iii) Condensed Consolidated Statements of Stockholders’ Deficit for the Six-month Periods Ended April 30, 2023 and 2022; (iv) Condensed Consolidated Statement of Cash Flows for the Six Months ended April 30, 2023 and 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

(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

13(22)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on April 3, 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: ~~October~~December 1727, 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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Filing Compare · DUESENBERG TECHNOLOGIES INC.