PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DUESENBERG TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| January 31, 2023 | October 31, 2022 |
| ASSETS |
| Current assets |
| Cash | $ | 47,362 | $ | 253,002 |
| Receivables | 976 | 1,182 |
| Prepaids | 17,610 | 32,708 |
| Total current assets | 65,948 | 286,892 |
| Equipment | 240 | 517 |
| Total assets | $ | 66,188 | $ | 287,409 |
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
| Current liabilities |
| Accounts payable | $ | 559,400 | $ | 547,483 |
| Accrued liabilities | 33,999 | 28,770 |
| Due to related parties | 394,390 | 695,755 |
| Notes payable | 76,974 | 105,284 |
| Total liabilities | 1,064,763 | 1,377,292 |
| Stockholders’ deficit |
| Common stock, no par value, unlimited number authorized, 61,144,298 and 58,444,835 issued and outstanding at January 31, 2023 and October 31, 2022, respectively | 11,064,200 | 10,419,029 |
| Additional paid-in capital | ( 101,172 ) | ( 101,172 ) |
| Obligation to issue shares | 28,290 | - |
| Accumulated other comprehensive loss | ( 92,746 ) | ( 93,419 ) |
| Deficit | ( 11,897,147 ) | ( 11,314,321 ) |
| Total stockholders’ deficit | ( 998,575 ) | ( 1,089,883 ) |
| Total liabilities and stockholders’ deficit | $ | 66,188 | $ | 287,409 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
DUESENBERG TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Three Months Ended January 31, |
| 2023 | 2022 |
| Revenue | $ | - | $ | 9,475 |
| Operating expenses |
| Accounting | 23,304 | 6,539 |
| Amortization | 319 | 339 |
| General and administrative expenses | 23,334 | 31,495 |
| Management fees | 18,000 | 18,000 |
| Professional fees | 1,878 | 4,780 |
| Regulatory and filing | 7,685 | 3,884 |
| Research and development costs | 45,533 | 192,025 |
| Salaries and wages | 100,154 | 119,267 |
| Travel and entertainment | 15,698 | - |
| ( 235,905 ) | ( 376,329 ) |
| Other items |
| Foreign exchange | ( 3,286 ) | ( 2,142 ) |
| Interest expense | ( 2,447 ) | ( 1,448 ) |
| Loss on debt settlement | ( 341,188 ) | - |
| Net loss | ( 582,826 ) | ( 370,444 ) |
| Translation to reporting currency | 673 | 6,094 |
| Comprehensive loss | $ | ( 270,589 ) | $ | ( 364,350 ) |
| Loss per share - basic and diluted | $ | ( 0.01 ) | $ | ( 0.01 ) |
| Weighted average number of shares outstanding: | 59,442,463 | 45,616,043 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
| 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 ) |
| 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 ) |

| Three Months Ended January 31, |
| 2023 | 2022 |
| Cash flow used in in operating activities |
| Net loss | $ | ( 582,826 ) | $ | ( 370,444 ) |
| Adjustments to reconcile net loss to net cash used in operating activities |
| Accrued interest on related party notes | 1,163 | - |
| Accrued interest on notes payable | 1,284 | 1,448 |
| Amortization | 319 | 339 |
| Loss on debt settlement | 341,188 | - |
| Foreign exchange | 3,953 | 3,156 |
| Changes in operating assets and liabilities |
| Receivables | 227 | ( 314 ) |
| Prepaids | 15,560 | ( 12,041 ) |
| Accounts payable and accrued liabilities | 6,488 | 37,365 |
| Due to related parties | ( 50,352 ) | 204,224 |
| Accrued salaries due to related parties | 24,536 | 117,000 |
| Net cash used in operating activities | ( 238,460 ) | ( 19,267 ) |
| Cash flows provided by financing activities |
| Subscription to shares | 28,290 | - |
| Loans payable to related party | - | 14,220 |
| Net cash provided by financing activities | 28,290 | 14,220 |
| Effect of exchange rate changes on cash | 4,530 | ( 6 ) |
| Net decrease in cash | ( 205,640 ) | ( 5,053 ) |
| Cash, beginning | 253,002 | 7,434 |
| Cash, ending | $ | 47,362 | $ | 2,381 |
| 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 |
| January 31, 2023 | October 31, 2022 |
| Due to the Chief Executive Officer (“CEO”) and Director of the Company(a) | $ | 26,100 | $ | 31,455 |
| Due to a company controlled by the CEO and Director of the Company(a) | - | 82,477 |
| Notes payable to the CEO and Director of the Company (b) | 121,817 | 112,160 |
| Due to the Chief Financial Officer (“CFO”) and Director of the Company(a) | 164,473 | 148,481 |
| Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a) | 10,000 | 250,675 |
| Due to a Director of the Company(a) | 30,000 | 24,000 |
| Due to a Director of the Company(a) | 30,000 | 24,000 |
| Due to a Director of the Company(a) | 12,000 | 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 | $ | 394,390 | $ | 695,755 |
| January 31, 2023 | October 31, 2022 |
| Net book value, beginning of the period | $ | 517 | $ | 1,952 |
| Amortization | ( 319 ) | ( 1,299 ) |
| Foreign exchange | 42 | ( 136 ) |
| Net book value, end of the period | $ | 240 | $ | 517 |
| January 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 | 1,284 | 5,787 |
| Foreign exchange | 1,673 | (7,395) |
| Balance, end of the period | $ | 76,974 | $ | 105,284 |

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.
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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 by the end of April with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of virus were lifted and businesses were allowed to resume their normal operations.
The newly developed Vending Machine is customizable to sell variety of consumer products ranging from traditional snacks, soft drinks, and coffee, to prepaid mobile cards and other goods, while simultaneously displaying advertisements and other various promotional content. Each Vending Machine is based on the operating system developed by us, and is supplied with a credit card reader and a QR Code reader, which facilitate not only payments with credit cards, but also enables payments via eWallet and other membership-based payments. Due to the Company’s current focus on development of New Energy and Heritage Vehicles, we have temporarily stopped our development and marketing of the Vending Machine.
On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg Nevada”). The purpose of Duesenberg Nevada is to undertake the development of Electric 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
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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.
On January 8, 2021, Duesenberg Nevada signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files as well as the initial drafts of the exterior and interior designs for the Duesenberg EV. We expect the final design of the first Duesenberg EV to be released in mid to late 2023. Based on the initial drafts, we commenced negotiations with various manufacturers required to continue the development and manufacturing of the required components for the Duesenberg’s EV. Majority of current work is being outsourced to Hampshire Automotive Sdn Bhd (“Hampshire Automotive”), an entity related to the Company, who has already established necessary connections with suppliers and other manufacturers required for manufacturing of the Heritage Vehicles.
On May 21, 2021, we formed Duesenberg Heritage LLC. under the laws of the State of Nevada (“Duesenberg Heritage”). Duesenberg Heritage’s operations will be focused on reproducing very limited Duesenberg heritage vehicles, the Duesenberg Model J and Boat Tail series, which were originally manufactured in the 1920s and 1930s. The Company is currently in the initial stage of its prototype development and expects that the pre-production of the heritage vehicles from that era (as well as possibly converting them to electrical models) will commence during Fiscal 2023. The pre-production process is expected to be time consuming and will require highly specialized and skilled tradesman. In order to facilitate this, the management is actively looking to engage or hire qualified consultants, and for the ways to finance the process.
In order to support the development and future production of Duesenberg EV or New Energy Vehicles (“NEV”) as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 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 three-month period January 31, 2023, we raised an additional $28,290 as part of the $50,000 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. 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 January 31, 2023, and up to the date of the filing of this Quarterly Report:
Debt Restructuring
On December 12, 2022, we entered into a debt settlement agreement with Mr. Brendan Norman, the Company’s Chief Strategy Officer (“CSO”), who agreed to settle a total of $265,674 the Company owed him in exchange for 2,415,218 Shares. On the same date we entered into two separate debt settlement agreements for a total of $31,267 to be converted into 284,245 Shares with debt holders, who we issued notes payable which were payable on demand and carried 4% annual interest rate compounded monthly. These transactions resulted in a loss on debt settlement of $348,231. The shares were issued pursuant to the provisions of Regulation S of the Act based on the representations received from the debt holders that they were not residents of the United States and were otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.
Private Placement Financings
On 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
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(the “Agreement”), with Brightcliff Limited (“Brightcliff”).
The Agreement gives the Company a right to use Duesenberg’s logo and trademark (The “Licensed Trademarks”) in designing, developing, and manufacturing electric vehicles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.
The Company is unable to sublicense the Licensed Trademarks without the prior written consent of Brightcliff, and subject to payment of a sublicensing fee in the amount of $1,000,000 in cash or stock, at Brightcliff’s sole option, along with a royalty fee at the rate of 8% of the sublicensee’s revenue from its sale of the Licensed Products.
The Agreement will be terminated and the Company will lose its rights to the Licensed Trademarks if the Company failed to have licensed products ready for sale to the public within five years of the effective date of the Agreement.
The Agreement with Brightcliff is considered a related party transaction as the Company’s CEO and director is a shareholder and director of Brightcliff.
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.
The Sublicense Agreement will be terminated and DKI will lose its rights to the Licensed Trademarks if DKI failed to have licensed products ready for sale to the public within three years of the effective date of the Sublicense Agreement.
Brightcliff has agreed to waive the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as a result of this Sublicense Agreement.
Summary of Financial Condition
| January 31, 2023 | October 31, 2022 |
| Working capital deficit | $ | (998,815) | $ | (1,090,400) |
| Current assets | $ | 65,948 | $ | 286,892 |
| Total liabilities | $ | 1,064,763 | $ | 1,377,292 |
| Common stock and additional paid-in capital | $ | 10,963,028 | $ | 10,317,857 |
| Deficit | $ | (11,897,147) | $ | (11,314,321) |
| Accumulated other comprehensive loss | $ | (92,746) | $ | (93,419) |

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Results of Operation
Our operating results for the three-month periods ended January 31, 2023 and 2022, and the changes in the operating results between those periods are summarized in the table below.
Three-Month Summary
| Three Months Ended January 31, | Percentage |
| 2023 | 2022 | Change |
| Revenue | $ | - | $ | 9,475 | (100)% |
| Operating expenses | (235,905) | (376,329) | (37)% |
| Foreign exchange | (3,286) | (2,142) | 53% |
| Loss on debt settlement | (34,188) | - | n/a |
| Interest expense | (2,447) | (1,448) | 69% |
| Net loss | (582,826) | (370,444) | (27)% |
| Translation to reporting currency | 673 | 6,094 | (85)% |
| Comprehensive loss | $ | (582,153) | $ | (364,350) | (26)% |

Revenue
During the three-month period ended January 31, 2023, we did not generate any revenue from our operations, as our customers’ financial position had been affected by COVID-19 pandemic, and they were not in position to pay for the services. During the comparative three-month period ended January 31, 2022, we generated $7,155 in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems. Our first customer was Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,000 from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which was managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer.
Operating Expenses
Our operating expenses for the three-month periods ended January 31, 2023 and 2022, consisted of the following:
| Three Months Ended January 31, | Percentage |
| 2023 | 2022 | Change |
| Operating expenses: |
| Accounting | $ | 23,304 | $ | 6,539 | 256% |
| Amortization | 319 | 339 | (6)% |
| General and administrative expenses | 23,334 | 31,495 | (26)% |
| Management fees | 18,000 | 18,000 | 0% |
| Professional fees | 1,878 | 4,780 | (61)% |
| Regulatory and filing | 7,685 | 3,884 | 98% |
| Research and development costs | 45,533 | 192,025 | (76)% |
| Salaries and wages | 100,154 | 119,267 | (16)% |
| Travel and entertainment | 15,698 | - | n/a |
| Total | $ | 235,905 | $ | 376,329 | (37)% |

During the three-month period ended January 31, 2023, our operating expenses decreased by $140,424 or 37% from $376,329, for the three months ended January 31, 2022, to $235,905 for the three months ended January 31, 2023. The most significant change in our operating expenses was associated with $45,533 in research and development costs we incurred for the design of Duesenberg Heritage vehicles, which decreased by $146,492, as compared to $192,025 we recorded for the three-month period ended January 31, 2022. Second largest contributing factor to our operating expenses for the three-month period ended January 31, 2023, was associated with salaries and wages expense of $100,154, which represented 42% of our operating expenses. During the comparative three-month period ended January 31, 2022, our salaries and wages expense was $119,267, representing 32% of total operating expenses for that period. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with
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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 accounting fees increased by $16,765 to $23,304 for the three-month period ended January 31, 2023, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $8,161, or 26% from $31,495 we incurred during the period ended January 31, 2022, to $23,334 we incurred for the three-month period ended January 31, 2023; general and administrative expenses included administrative fees of $11,123 (2022 - $11,848), and $10,000 in consulting fees (2022 - $Nil).
Other Items
During the three months ended January 31, 2023, we recorded $2,447 (2022 - $1,448) in interest expense and $3,286 in realized foreign exchange loss (2022 - $2,142) 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 $7,042 in debt that was forgiven by one of our vendor. We did not have similar transactions during the three-month period ended January 31, 2022.
Translation to Reporting Currency
Changes in translation to reporting currency result from differences between our functional currencies, being the Canadian dollar for the parent Company, Malaysian Ringgit for Duesenberg Malaysia, and Hong Kong Dollar for Duesenberg Evolution, and our reporting currency, being the United States dollar. These differences are caused by fluctuation in foreign exchange rates between the four currencies as well as different accounting treatments between various financial instruments.
Liquidity and Capital Resources
GOING CONCERN
The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We 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 January 31, 2023, we had a working capital deficit of $998,815 and accumulated losses of $11,897,147 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. 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 January 31, 2023 | At October 31, 2022 |
| Current assets | $ | 65,948 | $ | 286,892 |
| Current liabilities | (1,064,763) | (1,377,292) |
| Working capital deficit | $ | (998,815) | $ | (1,090,400) |

During the three-month period ended January 31, 2023, our working capital deficit decreased by $91,585, from $1,090,400 as at October 31, 2022, to $998,815 as at January 31, 2023. The decrease in the working capital deficit was primarily related to a decrease in our current liabilities of $312,529. This change was associated with a $301,365
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decrease in amounts payable to our related parties, mainly on account of conversion of $265,674 we owed our CSO in exchange for 2,415,218 Shares. This decrease was further amplified by conversion of $31,267 in outstanding notes payable into 284,241 Shares. These decreases were in part offset by an increase in accounts payable of $11,917 to $559,400 as compared to $547,483 as at October 31, 2022, and increase in accrued liabilities of $5,229 to $33,999, as compared to $28,770 as at October 31, 2022. Our current assets decreased by $220,944 from $286,892 at October 31, 2022, to $65,948 at January 31, 2023. The decrease was mainly associated with decreased cash balance of $47,362, as compared to $253,002 we had on October 31, 2022, with decreased amounts receivable, which at January 31, 2023, totaled $976, as compared to $1,182 we recorded as receivable at October 31, 2022, and with decreased prepaids of $17,610, as compared to $32,708 as at October 31, 2022.
Cash Flows
| Three Months Ended January 31, |
| 2023 | 2022 |
| Net cash used in operating activities | $ | (238,460) | $ | (19,267) |
| Net cash provided by financing activities | 28,290 | 14,220 |
| Effect of exchange rate changes on cash | 4,530 | (6) |
| Net decrease in cash | $ | (205,640) | $ | (5,053) |

Net cash used in operating activities
During the three-month period ended January 31, 2023, we used $238,460 to support our operating activities. This cash was used to cover our cash operating expenses of $234,919, determined as net loss of $582,826 decreased by non-cash transactions totaling $347,907, and to decrease amounts due to our related parties by $50,352. These uses of cash were offset by $24,536 increase in accrued salaries due to our related parties, decrease in our prepaids and amounts receivable of $15,560 and $227, respectively, and by an increase in our accounts payable and accrued liabilities of $6,488.
During the three-month period ended January 31, 2022, we used $19,267 to support our operating activities. This cash was used to cover our cash operating expenses of $365,501, determined as net loss of $370,444 decreased by non-cash transactions totaling $4,943, to increase our receivables by $314, and to increase our prepaids by $12,041. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $37,365, an increase to accrued salaries payable to our management team of $117,000, and by an increase to amounts due to our related parties of $204,224.
Non-cash operating activities
During the three-month period ended January 31, 2023, we recorded $1,284 in accrued interest on the notes payable, and $1,163 in accrued interest on the note payable issued to Mr. Lim. In addition, we recorded $319 in amortization of our office equipment, and $3,953 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. We also recorded $341,188 as loss on debt settlement.
During the three-month period ended January 31, 2022, we recorded $1,448 in interest on the notes payable. In addition, we recorded $339 in amortization of our office equipment, and $3,156 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.
Net cash provided by financing activities
During the three-month period ended January 31, 2023, we received $28,290 from Mr. Brendan Norman as subscription to our shares. These shares were issued on February 17, 2023.
During the three-month period ended January 31, 2022, we received $14,220 in the form of vendor payments made by Mr. Lim on behalf of the Company.
Capital Resources
Our ability to continue the development and marketing of the Duesenberg Applications, SMART Systems, Duesenberg WeChat Application, as well as commencement of the development of Duesenberg EV and Duesenberg
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Heritage vehicles, is subject to our ability to obtain necessary funding. We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital. If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.
As of January 31, 2023, we had cash on hand of $47,362 and working capital deficit of $998,815, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Duesenberg products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.
Critical Accounting Policies
The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
Our significant accounting policies are disclosed in the notes to the audited consolidated financial statements for the year ended October 31, 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.
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At January 31, 2023, we had $2,602 in cash on deposit with a large chartered Canadian bank, $44,313 in cash on deposit with a bank in Malaysia, and $447 in cash on deposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to our current size and lack of segregation of duties, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 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 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. The shares were issued on December 28, 2022, and were valued at $577,238.
On December 12, 2022, the Company converted a $31,267 in outstanding 4% notes payable into 284,241 shares of its common stock. The shares were issued on December 28, 2022, and were valued at $67,933.
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.
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Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
The following table sets out the exhibits either filed herewith or incorporated by reference.
| Exhibit | Description |
| 3.1 | Notice of Articles.(4) |
| 3.2 | Articles.(1) |
| 3.3 | Certificate of Continuation.(2) |
| 3.4 | Certificate of Change of Name dated January 6, 2014.(4) |
| 3.5 | Certificate of Change of Name dated February 11, 2015.(6) |
| 3.6 | Certificate of Change of Name dated December 23, 2020.(10) |
| 3.7 | Notice of Articles dated December 23, 2020(10) |
| 10.1 | Software Purchase Agreement between the Company and Hampshire Capital Limited. dated January 8, 2015.(5) |
| 10.2 | Service Agreement between VGrab International Ltd. and Hampshire Infotech SDN BHD dated July 12, 2015.(7) |
| 10.3 | Mobile Application Development Agreement between VGrab Asia Ltd. and Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie dated March 5, 2019.(8) |
| 10.4 | Debt Settlement Agreement between VGrab Communications Inc. and HG Group Sdn Bhd dated July 9, 2019. (8) |
| 10.5 | Debt Settlement Agreement between VGrab Communications Inc. and Chen Weijie dated August 30, 2019. (8) |
| 10.6 | Debt Settlement Agreement between VGrab Communications Inc. and Gu Xianwin dated August 30, 2019. (8) |
| 10.7 | Debt Settlement Agreement between VGrab Communications Inc. and Zheng Qing dated August 30, 2019. (8) |
| 10.8 | Debt Settlement Agreement between VGrab Communications Inc. and Hampshire Avenue Sdn Bhd dated September 2, 2019. (8) |
| 10.9 | Debt Settlement Agreement between VGrab Communications Inc. and Liew Choong Kong dated October 3, 2019. (8) |
| 10.10 | Debt Settlement Agreement between Mr. Lim Hun Beng and VGrab Communications Inc. dated October 6, 2020. (9) |
| 10.11 | Debt Settlement Agreement between Mr. Liong Fook Weng and VGrab Communications Inc. dated October 6, 2020. (9) |
| 10.12 | Debt Settlement Agreement between Mr. Ong See Ming and VGrab Communications Inc. dated October 6, 2020. (9) |
| 10.13 | General service agreement between Rocket Supreme S.L. and Duesenberg Inc.(11) |
| 10.14 | Employment Agreement between Duesenberg Inc. and Mr. Brendan Norman dated for reference January 15, 2021(12) |
| 10.15 | Employment Agreement between Duesenberg Inc. and Mr. Ian Thompson dated for reference January 15, 2021(12) |
| 10.16 | Debt Settlement Agreement between Mr. Lim Hun Beng and Duesenberg Technologies Inc. dated March 9, 2021 (13) |
| 10.17 | Debt Settlement Agreement between Hampshire Avenue SDN BHD and Duesenberg Technologies Inc. dated March 9, 2021 (13) |
| 10.18 | Digitalization Development Agreement between Hampshire Automotive Sdn Bhd and Duesenberg Technologies Malaysia Sdn Bhd dated April 16, 2021 |
| 10.19 | Consulting Agreement between the Company and Veritas Consulting Group Inc. dated June 22, 2021.(14) |
| 10.20 | Share Reimbursement Agreement with Lim Kaishen dated August 6, 2021.(15) |

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

Solution:
def solution():
     #Define variables name and value
    accumulator_deficit_october = -11314321 
    net_loss_jan = -582826

    #Do math calculation to get the answer
    answer = accumulator_deficit_october + net_loss_jan
    return answer


Answer: -11897147