UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



|☒ | Quarterly
    Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------



For
the quarterly period ended March 31, 2022



or



|☐ | Transition
    Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------------



For
the transition period from _____________ to _____________.



Commission
file number 000-53988



DSG
GLOBAL, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                     |  | 26-1134956                                      
|-------------------------------------------------------------------------- |  | ------------------------------------------------
|(State
    or other jurisdiction of
    incorporation
    or organization) |  | (I.R.S.
    Employer
    Identification
    No.)



207
- 15272 Croydon Drive

Surrey,
British Columbia, V3Z 6T3, Canada

(Address
of principal executive offices, zip code)



(604)
575-3848

(Registrant’s
telephone number, including area code)



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the
Exchange Act.



|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 ☒



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



|Title
    of each classes |  | Trading
    Symbols(s) |  | Name
    of each exchange on which registered
|------------------------- |  | ---------------------- |  | ---------------------------------------------
|None                      |  | N/A                    |  | N/A                                          



As
at June 10, 2022, the issuer had 131,515,955 shares of common stock issued and outstanding.


















DSG
GLOBAL, INC.

TABLE
OF CONTENTS



|                               |                                                                                       | Page
    No.
|------------------------------ | ------------------------------------------------------------------------------------- | ------------
|PART I — FINANCIAL INFORMATION |                                                                                      
|                               |                                                                                       |             
|Item
    1.                    | Financial Statements (unaudited)                                                      | 3           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Balance Sheets                                         | 4           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Statements of Operations and Comprehensive Loss        | 5           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Statements of Stockholders’ Deficit                    | 7           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Statements of Cash Flows                               | 8           
|                               |                                                                                       |             
|                               | Notes to Interim Condensed Consolidated Financial Statements                          | 9           
|                               |                                                                                       |             
|Item
    2.                    | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19          
|                               |                                                                                       |             
|Item
    3.                    | Quantitative and Qualitative Disclosures About Market Risk                            | 54          
|                               |                                                                                       |             
|Item
    4.                    | Controls and Procedures                                                               | 54          
|                               |                                                                                       |             
|PART II — OTHER INFORMATION    |                                                                                      
|                               |                                                                                       |             
|Item
    1.                    | Legal Proceedings                                                                     | 55          
|                               |                                                                                       |             
|Item
    1A.                   | Risk Factors                                                                          | 55          
|                               |                                                                                       |             
|Item
    2.                    | Unregistered Sales of Equity Securities and Use of Proceeds                           | 69          
|                               |                                                                                       |             
|Item
    3.                    | Defaults Upon Senior Securities                                                       | 69          
|                               |                                                                                       |             
|Item
    4.                    | Mine Safety Disclosures                                                               | 69          
|                               |                                                                                       |             
|Item
    5.                    | Other Information                                                                     | 69          
|                               |                                                                                       |             
|Item
    6.                    | Exhibits                                                                              | 70          
|                               |                                                                                       |             
|Signatures                     | 73                                                                                   



2







PART
I: FINANCIAL INFORMATION



ITEM
1: Financial Statements (unaudited)



The
accompanying unaudited interim condensed consolidated financial statements of DSG Global Inc. as at March 31, 2022, have been prepared
by our management in conformity with accounting principles generally accepted in the United States of America and in accordance with
the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary
for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with
generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation
of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.



Operating
results for the three-month period ended March 31, 2022, are not necessarily indicative of the results that can be expected for the year
ending December 31, 2022.



3







DSG
GLOBAL, INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS

AS
AT MARCH 31, 2022, AND DECEMBER 31, 2021

(Expressed
in U.S. dollars)

(UNAUDITED)



|                                                                                                                                                                                                             |  | March
                                                                                 31, 2022 |             |   | December 31, 2021 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- | ----------- | - | ----------------- | -
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|ASSETS                                                                                                                                                                                                       |  |                                                                                                 |             |   |                   |  
|CURRENT ASSETS                                                                                                                                                                                               |  |                                                                                                 |             |   |                   |  
|Cash                                                                                                                                                                                                         |  | $                                                                                               | 285,433     |   |                   | $
|Trade receivables, net                                                                                                                                                                                       |  |                                                                                                 | 398,065     |   |                   |  
|Lease receivable                                                                                                                                                                                             |  |                                                                                                 | 169,616     |   |                   |  
|Inventories                                                                                                                                                                                                  |  |                                                                                                 | 739,475     |   |                   |  
|Prepaid expenses and deposits                                                                                                                                                                                |  |                                                                                                 | 316,490     |   |                   |  
|TOTAL CURRENT ASSETS                                                                                                                                                                                         |  |                                                                                                 | 1,909,079   |   |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|Lease receivable                                                                                                                                                                                             |  |                                                                                                 | 817,181     |   |                   |  
|Fixed assets, net                                                                                                                                                                                            |  |                                                                                                 | 138,300     |   |                   |  
|Intangible assets, net                                                                                                                                                                                       |  |                                                                                                 | 11,297      |   |                   |  
|TOTAL ASSETS                                                                                                                                                                                                 |  | $                                                                                               | 2,875,857   |   |                   | $
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                        |  |                                                                                                 |             |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                                                          |  |                                                                                                 |             |   |                   |  
|Trade and other payables                                                                                                                                                                                     |  | $                                                                                               | 1,816,091   |   |                   | $
|Deferred revenue                                                                                                                                                                                             |  |                                                                                                 | 342,174     |   |                   |  
|Lease liability                                                                                                                                                                                              |  |                                                                                                 | 101,452     |   |                   |  
|Loans payable                                                                                                                                                                                                |  |                                                                                                 | 2,827,940   |   |                   |  
|Convertible notes payable                                                                                                                                                                                    |  |                                                                                                 | 319,514     |   |                   |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                                    |  |                                                                                                 | 5,407,171   |   |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|Lease liability                                                                                                                                                                                              |  |                                                                                                 | 23,942      |   |                   |  
|Loans payable                                                                                                                                                                                                |  |                                                                                                 | 150,000     |   |                   |  
|TOTAL LIABILITIES                                                                                                                                                                                            |  |                                                                                                 | 5,581,113   |   |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|Contingencies (Note 16)                                                                                                                                                                                      |  |                                                                                                 | -           |   |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|MEZZANINE EQUITY                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|Redeemable preferred stock, $0.001 par value, 24,010,000 shares authorized (2021 – 24,010,000), 50,914 issued and outstanding, 1,290 to be issued (2021 – 50,804 issued and outstanding, 1,206 to be issued) |  |                                                                                                 | 2,869,583   |   |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|STOCKHOLDERS’ DEFICIT                                                                                                                                                                                        |  |                                                                                                 |             |   |                   |  
|Preferred stock, $0.001 par value, 3,010,000 shares authorized (2021 – 3,010,000), 200,454 issued and outstanding (2021 – 200,454 issued and outstanding)                                                    |  |                                                                                                 | 1,199,480   |   |                   |  
|Common stock, $0.001 par value, 350,000,000 shares authorized, (2021 – 350,000,000); 131,515,955 issued and outstanding (2021 – 128,345,183)                                                                 |  |                                                                                                 | 131,521     |   |                   |  
|Additional paid in capital, common stock                                                                                                                                                                     |  |                                                                                                 | 50,750,826  |   |                   |  
|Discounts on common stock                                                                                                                                                                                    |  |                                                                                                 | (69,838     | ) |                   |  
|Common stock to be issued                                                                                                                                                                                    |  |                                                                                                 | -           |   |                   |  
|Obligation to issue warrants                                                                                                                                                                                 |  |                                                                                                 | 261,934     |   |                   |  
|Accumulated other comprehensive income                                                                                                                                                                       |  |                                                                                                 | 1,312,608   |   |                   |  
|Accumulated deficit                                                                                                                                                                                          |  |                                                                                                 | (59,161,370 | ) |                   |  
|TOTAL STOCKHOLDERS’ DEFICIT                                                                                                                                                                                  |  |                                                                                                 | (5,574,839  | ) |                   |  
|                                                                                                                                                                                                             |  |                                                                                                 |             |   |                   |  
|TOTAL LIABILITIES MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT                                                                                                                                                 |  | $                                                                                               | 2,875,857   |   |                   | $



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



4







DSG
GLOBAL, INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE
LOSS

FOR
THE THREE ENDED MARCH 31, 2022 AND 2021

(Expressed
in U.S. dollars)

(UNAUDITED)



|                                                                                          |  | March 31, 2022      |             |   | March 31, 2021 |  
|----------------------------------------------------------------------------------------- |  | ------------------- | ----------- | - | -------------- | -
|                                                                                          |  | Three months ending |            
|                                                                                          |  | March 31, 2022      |             |   | March 31, 2021 |  
|                                                                                          |  |                     |             |   |                |  
|Revenue                                                                                   |  | $                   | 744,251     |   |                | $
|Cost of revenue                                                                           |  |                     | 486,957     |   |                |  
|Gross profit                                                                              |  |                     | 257,294     |   |                |  
|                                                                                          |  |                     |             |   |                |  
|Operating expenses                                                                        |  |                     |             |   |                |  
|Compensation expense                                                                      |  |                     | 455,954     |   |                |  
|General and administration expense                                                        |  |                     | 678,489     |   |                |  
|Bad debt expense                                                                          |  |                     | 12,482      |   |                |  
|Depreciation and amortization expense                                                     |  |                     | 3,137       |   |                |  
|Total operating expense                                                                   |  |                     | 1,150,062   |   |                |  
|Loss from operations                                                                      |  |                     | (892,768    | ) |                |  
|                                                                                          |  |                     |             |   |                |  
|Other income (expense)                                                                    |  |                     |             |   |                |  
|Foreign currency exchange                                                                 |  |                     | (28,433     | ) |                |  
|Other income                                                                              |  |                     | -           |   |                |  
|Gain  on extinguishment of debt                                                           |  |                     | 10,240      |   |                |  
|Gain on disposal                                                                          |  |                     | 3,960       |   |                |  
|Redemption premium                                                                        |  |                     | (3,062      | ) |                |  
|Finance costs                                                                             |  |                     | (556,612    | ) |                |  
|Total other income (expense)                                                              |  |                     | (573,907    | ) |                |  
|                                                                                          |  |                     |             |   |                |  
|Net loss                                                                                  |  | $                   | (1,466,675  | ) |                | $
|                                                                                          |  |                     |             |   |                |  
|Net loss per share                                                                        |  |                     |             |   |                |  
|                                                                                          |  |                     |             |   |                |  
|Basic and diluted:                                                                        |  |                     |             |   |                |  
|Basic and diluted                                                                         |  | $                   | (0.01       | ) |                | $
|                                                                                          |  |                     |             |   |                |  
|Weighted average number of shares used in computing basic and diluted net loss per share: |  |                     |             |   |                |  
|Basic and diluted                                                                         |  |                     | 129,729,242 |   |                |  



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



5







DSG
GLOBAL, INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR
THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Expressed
in U.S. dollars)

(UNAUDITED)



|                                         |  | March 31, 2022      |            |   | March 31, 2021 |  
|---------------------------------------- |  | ------------------- | ---------- | - | -------------- | -
|                                         |  | Three months ending |           
|                                         |  | March 31, 2022      |            |   | March 31, 2021 |  
|                                         |  |                     |            |   |                |  
|Net loss                                 |  | $                   | (1,466,675 | ) |                | $
|Other comprehensive (loss) income        |  |                     |            |   |                |  
|                                         |  |                     |            |   |                |  
|Foreign currency translation adjustments |  |                     | 23,049     |   |                |  
|                                         |  |                     |            |   |                |  
|Comprehensive loss                       |  | $                   | (1,443,626 | ) |                | $



The
accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements



6







DSG
GLOBAL, INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Expressed
in U.S. dollars)

(UNAUDITED)



|                                                                    |  |                  |             |  |                              |   |         |                                |  |   |                              |  |  |                  |         |   |                                  |   |            |        |  |   |               |   |  |                                |         |   |                  |   |     |                                            |  |   |                         |   |  |                                      |           
|------------------------------------------------------------------- |  | ---------------- | ----------- |  | ---------------------------- | - | ------- | ------------------------------ |  | - | ---------------------------- |  |  | ---------------- | ------- | - | -------------------------------- | - | ---------- | ------ |  | - | ------------- | - |  | ------------------------------ | ------- | - | ---------------- | - | --- | ------------------------------------------ |  | - | ----------------------- | - |  | ------------------------------------ | ----------
|                                                                    |  | Common
    Stock |             |  | Preferred
    stock (equity) |   |         |                                |  |   |                              |  |  |                  |        
|                                                                    |  | Shares           |             |  | Amount                       |   |         | Additional
    paid in capital |  |   | Discount
    on common stock |  |  | To
    be issued |         |   | Obligation
    to issue warrants |   |            | Shares |  |   | Par
    value |   |  | Additional
    paid in capital |         |   | To
    be issued |   |     | Accumulated
    other comprehensive income |  |   | Accumulated
    deficit |   |  | Total
    
    stockholders’ deficit |           
|Balance,
    December 31, 2020                                      |  |                  | 95,765,736  |  |                              | $ | 94,018  |                                |  | $ | 43,299,937                   |  |  | $                | (69,838 | ) |                                  | $ | 1,436,044  |        |  | $ | 163,998       |   |  |                                | 200,508 |   |                  | $ | 200 |                                            |  | $ | 744,480                 |   |  | $                                    | 1,340,000 
|                                                                    |  |                  |             |  |                              |   |         |                                |  |   |                              |  |  |                  |         |   |                                  |   |            |        |  |   |               |   |  |                                |         |   |                  |   |     |                                            |  |   |                         |   |  |                                      |           
|Issuance
    for cash                                               |  |                  | -           |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Shares
    issued for debt settlement                               |  |                  | 8,253,975   |  |                              |   | 8,254   |                                |  |   | 1,488,625                    |  |  |                  | -       |   |                                  |   | (1,436,044 | )      |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Shares
    and warrants issued for services                         |  |                  | 150,000     |  |                              |   | 150     |                                |  |   | 302,598                      |  |  |                  | -       |   |                                  |   | -          |        |  |   | (163,998      | ) |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Cancellation
    of shares due to duplicate issuance                |  |                  | (1,751,288  |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Preferred
    shares issued for services                            |  |                  | -           |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | 116     |   |                  |   | -   |                                            |  |   | 2,189,600               |   |  |                                      | (1,340,200
|Shares
    issued on conversion of preferred shares                 |  |                  | 7,118,548   |  |                              |   | 7,119   |                                |  |   | 963,857                      |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | (37     | ) |                  |   | -   |                                            |  |   | (208,680                | ) |  |                                      | -         
|Net
    loss for the period                                         |  |                  | -           |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Balance,
    March 31, 2021                                         |  |                  | 109,536,971 |  |                              | $ | 109,541 |                                |  | $ | 46,055,017                   |  |  | $                | (69,838 | ) |                                  | $ | -          |        |  | $ | -             |   |  |                                | 200,587 |   |                  | $ | 200 |                                            |  | $ | 2,725,400               |   |  |                                      | -         
|                                                                    |  |                  |             |  |                              |   |         |                                |  |   |                              |  |  |                  |         |   |                                  |   |            |        |  |   |               |   |  |                                |         |   |                  |   |     |                                            |  |   |                         |   |  |                                      |           
|Balance,
    December 31, 2021                                      |  |                  | 128,345,183 |  |                              | $ | 128,350 |                                |  | $ | 50,068,418                   |  |  | $                | (69,838 | ) |                                  | $ | 19,647     |        |  | $ | 261,934       |   |  |                                | 200,454 |   |                  | $ | 200 |                                            |  | $ | 1,199,280               |   |  |                                      | -         
|Beginning balance, value                                            |  |                  | 128,345,183 |  |                              | $ | 128,350 |                                |  | $ | 50,068,418                   |  |  | $                | (69,838 | ) |                                  | $ | 19,647     |        |  | $ | 261,934       |   |  |                                | 200,454 |   |                  | $ | 200 |                                            |  | $ | 1,199,280               |   |  |                                      | -         
|                                                                    |  |                  |             |  |                              |   |         |                                |  |   |                              |  |  |                  |         |   |                                  |   |            |        |  |   |               |   |  |                                |         |   |                  |   |     |                                            |  |   |                         |   |  |                                      |           
|Shares
    issued for cash                                          |  |                  | -           |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Shares
    issued for debt settlement                               |  |                  | 500,000     |  |                              |   | 500     |                                |  |   | 46,500                       |  |  |                  | -       |   |                                  |   | (500       | )      |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Shares
    and warrants issued for services                         |  |                  | 660,000     |  |                              |   | 660     |                                |  |   | 114,100                      |  |  |                  | -       |   |                                  |   | (19,147    | )      |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Dividends                                                           |  |                  | -           |  |                              |   | -       |                                |  |   | 455,500                      |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Shares
    issued on conversion of preferred shares                 |  |                  | 2,010,772   |  |                              |   | 2,011   |                                |  |   | 66,308                       |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                |         |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Net
    loss for the period                                         |  |                  | -           |  |                              |   | -       |                                |  |   | -                            |  |  |                  | -       |   |                                  |   | -          |        |  |   | -             |   |  |                                | -       |   |                  |   | -   |                                            |  |   | -                       |   |  |                                      | -         
|Balance,
                                            March 31, 2022 |  |                  | 131,515,955 |  |                              | $ | 131,521 |                                |  | $ | 50,750,826                   |  |  | $                | (69,838 | ) |                                  | $ | -          |        |  | $ | 261,934       |   |  |                                | 200,454 |   |                  | $ | 200 |                                            |  | $ | 1,199,280               |   |  |                                      | -         



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



7







DSG
GLOBAL INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR
THE THREE MONTHS ENDED MARCH 31, 2022, AND 2021

(Expressed
in U.S. Dollars)

(UNAUDITED)





|                                                                            |  | March 31, 2022 |            |   | March 31, 2021 |  
|--------------------------------------------------------------------------- |  | -------------- | ---------- | - | -------------- | -
|                                                                            |  |                |            |   |                |  
|Net loss                                                                    |  | $              | (1,466,675 | ) |                | $
|                                                                            |  |                |            |   |                |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                |            |   |                |  
|Depreciation and amortization                                               |  |                | 34,788     |   |                |  
|Accretion of discounts on debt                                              |  |                | 167,355    |   |                |  
|Bad debt expense                                                            |  |                | 12,482     |   |                |  
|Accretion on lease liability                                                |  |                | 12,958     |   |                |  
|Preferred shares issued for services                                        |  |                | -          |   |                |  
|Shares and warrants issued for services                                     |  |                | 48,904     |   |                |  
|Gain  on extinguishment of debt                                             |  |                | (10,240    | ) |                |  
|Unrealized foreign exchange (gain) loss                                     |  |                | (5,287     | ) |                |  
|Gain on asset disposal                                                      |  |                | (3,960     | ) |                |  
|                                                                            |  |                |            |   |                |  
|Changes in non-cash working capital:                                        |  |                |            |   |                |  
|Trade receivables, net                                                      |  |                | (165,574   | ) |                |  
|Inventories                                                                 |  |                | (19,852    | ) |                |  
|Prepaid expense and deposits                                                |  |                | 174,650    |   |                |  
|Lease receivable                                                            |  |                | (161,963   | ) |                |  
|Trade payables and accruals                                                 |  |                | 596,277    |   |                |  
|Deferred revenue                                                            |  |                | 82,325     |   |                |  
|Operating lease liabilities                                                 |  |                | (49,731    | ) |                |  
|Interest on mandatorily redeemable preferred shares                         |  |                | 3,062      |   |                |  
|Net cash used in operating activities                                       |  |                | (750,481   | ) |                |  
|                                                                            |  |                |            |   |                |  
|Cash flows from investing activities                                        |  |                |            |   |                |  
|Purchase of equipment                                                       |  |                | (1,426     | ) |                |  
|Disposal of property and equipment                                          |  |                | 10,225     |   |                |  
|Net cash provided by (used in) investing activities                         |  |                | 8,799      |   |                |  
|                                                                            |  |                |            |   |                |  
|Cash flows from financing activities                                        |  |                |            |   |                |  
|Proceeds from issuing preferred shares                                      |  |                | -          |   |                |  
|Proceeds from notes payable                                                 |  |                | 500,000    |   |                |  
|Proceeds from shares to be issued                                           |  |                | 250,000    |   |                |  
|Payments on notes payable                                                   |  |                | (20,411    | ) |                |  
|Net cash provided by financing activities                                   |  |                | 729,589    |   |                |  
|                                                                            |  |                |            |   |                |  
|Effect of exchange rate changes on cash                                     |  |                | 22,143     |   |                |  
|                                                                            |  |                |            |   |                |  
|Net increase (decrease) in cash                                             |  |                | 10,050     |   |                |  
|Cash at beginning of period                                                 |  |                | 275,383    |   |                |  
|                                                                            |  |                |            |   |                |  
|Cash at the end of the period                                               |  | $              | 285,433    |   |                | $
|                                                                            |  |                |            |   |                |  
|Supplemental Cash Flow Information (Note 18)                                |  |                |            |   |                |  



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



8







DSG
GLOBAL, INC.

NOTES
TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
in U.S. Dollars)

(UNAUDITED)



Note
1 – ORGANIZATION



DSG
Global, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on September 24, 2007.



The
Company is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions in the golf
industry. The Company’s principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles and
related support services. Starting during the year ended December 31, 2021, the Company began to market low speed electric vehicles,
and e-bikes, recognizing its first sales in this space. Sales from these product lines have not reached a level of materiality to be
disclosed as separate segments of the business. The Company also began the start of the homologation project for electric vehicles.



On
April 13, 2015, the Company entered into a share exchange agreement with DSG Tag Systems Inc. (“DSG”), now a wholly-owned
subsidiary of the Company, incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in
British Columbia, Canada in 2008. In March 2011, DSG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”).
DSG UK is a wholly owned subsidiary of DSG.



On
September 15, 2020, the Company incorporated Imperium Motor Corp. (“Imperium”), under the laws of the State of Nevada on
September 10, 2020, for which it subscribed to all authorized capital stock, 100 shares of Preferred Class A Stock, at a price of $0.001
per share. Imperium is a wholly owned subsidiary of the Company.



On
August 12, 2021, the Company incorporated Imperium Motor of Canada Corporation (“Imperium Canada”), under the laws of British
Columbia, Canada, for which it subscribed to all authorized capital stock, 100 shares of Class A Voting Participating common shares,
at a price of $0.10 per share. Imperium Canada is a wholly owned subsidiary of the Company.



On
September 17, 2021, The Company incorporated AC Golf Carts, Inc. (“AC Golf Carts”), under the laws of the State of Nevada,
for which it subscribed to all authorized stock, 100common shares at a price of $0.001par value per share. AC Golf Carts is a wholly
owned subsidiary of the Company.



Note
2 – GOING CONCERN



These
unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company
will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as
a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company
to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations.



The
outbreak of the coronavirus, also known as “COVID-19”, has spread across the globe and is impacting worldwide economic activity.
Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate
the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as
well as on the Company’s business activities. The extent to which the coronavirus may impact the Company’s business activities
will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions,
business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events
are highly uncertain and as such, the Company cannot determine their financial impact at this time. While certain restrictions are presently
in the process of being relaxed, it is unclear when the world will return to the previous normal, if ever. This may adversely impact
the expected implementation of the Company’s plans moving forward.



As
of March 31, 2022, the Company had working capital deficit of $3,498,092and
had an accumulated deficit of $59,161,370since inception. Furthermore, the Company incurred a net loss of $1,466,675 and
used $750,481of
cash flows for operating activities during the three months ended March 31, 2022. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do
not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.



Note
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



The
accompanying interim condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles
in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q.



9







Certain
information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited interim
condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included
in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2021. Current and future financial statements
may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have
been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2021 included
in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating
results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2022.



Principles
of Consolidation



The
interim condensed consolidated financial statements include the accounts of DSG Global Inc., its subsidiary VTS, and its wholly owned
subsidiaries Imperium Motor Corp., Imperium Motor Company of Canada Corporation, DSG UK, and AC Golf Carts, collectively referred to
as the “Company”. All intercompany accounts, transactions and profits were eliminated in the consolidated financial statements.



Use
of Estimates



The
preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions
are reflected in the condensed consolidated financial statements in the period they are determined. There were no new estimates in the
period.



Recently
Adopted Accounting Pronouncements



Recent
accounting pronouncements issued by FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,
and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
interim condensed consolidated financial statements.



Significant
Accounting Policies



Revenue
from Contracts with Customers



The
Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is
measured based on the consideration the Company expects to receive in exchange for those products. In instances where final acceptance
of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. Revenues are recognized
under Topic 606in a manner that reasonably reflects the delivery of its products and services to customers in return for expected
consideration and includes the following elements:



| | ● | executed
                                            contracts with the Company’s customers that it believes are legally enforceable;
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| | ● | identification
                                            of performance obligations in the respective contract;
| | - | -----------------------------------------------------------------------------------------------------------------

| | ● | determination
                                            of the transaction price for each performance obligation in the respective contract;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | ● | allocation
                                            the transaction price to each performance obligation; and
| | - | ----------------------------------------------------------------------------------------------------------------

| | ● | recognition
                                            of revenue only when the Company satisfies each performance obligation.
| | - | -------------------------------------------------------------------------------------------------------------------------------



Performance
Obligations and Signification Judgments



The
Company’s revenue streams can be categorized into the following performance obligations and recognition patterns:



1.
Sale, delivery and installation of Tag, Text and Infinity products, along with digital mapping and customer training. The Company recognizes
revenue at a point in time when final sign-off on the installation is obtained from the General Manager and/or Director of Golf.



2.
Provision of internet connectivity, regular software updates, software maintenance and basic customer support service. The Company recognizes
revenue over time, evenly over the term of the service.



3.
Sale and delivery of Fairway Rider products. The Company recognizes revenue at a point in time when control transfers to the customer.



4.
Sale and delivery of Electric Vehicles. The Company recognizes revenue at a point in time when control transfers to the customer.



Transaction
prices for performance obligations are explicitly outlined in relevant agreements, therefore, the Company does not believe that significant
judgments are required with respect to the determination of the transaction price, including any variable consideration identified.





Inventory



Inventories
are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out basis for finished goods. Net
realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the
cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower.



Warranty
Reserve



The
Company accrues for warranty costs, sales returns, and other allowances based on its historical experience. During the periods ended
March 31, 2022 and 2021, the Company did not provide a warranty for any of its products sold during those periods. The warranty
reserve was $Nil
as at March 31, 2022 and March 31,2021.



Re-classification



During the period ended March 31, 2022, the Company
re-classified dividends that were accrued on its redeemable preferred shares during the year ended December 31, 2021. An amount of $455,500
was re-classified from additional paid in capital on common stock, to additional paid in capital preferred stock – mezzanine equity
(Note 13). This change is reflected in the interim condensed consolidated statement of changes in stockholders’ deficit.



Note
4 – TRADE RECEIVABLES, NET



As
of March 31, 2022, and December 31, 2021, trade receivables consist of the following:

SCHEDULE OF TRADE RECEIVABLES

|                                |  | March 31, 2022 |         |   | December 31, 2021 |  
|------------------------------- |  | -------------- | ------- | - | ----------------- | -
|Accounts receivable             |  | $              | 442,267 |   |                   | $
|Allowance for doubtful accounts |  |                | (44,202 | ) |                   |  
|Total trade receivables, net    |  | $              | 398,065 |   |                   | $



Note
5 – INVENTORIES



As
of March 31, 2022, and December 31, 2021, inventories consist of the following:

SCHEDULE
OF INVENTORIES

|                      |  | March 31, 2022 |         |  | December 31, 2021 |  
|--------------------- |  | -------------- | ------- |  | ----------------- | -
|Parts and accessories |  | $              | 239,678 |  |                   | $
|Golf carts            |  |                | 229,624 |  |                   |  
|E-bikes               |  |                | 35,060  |  |                   |  
|Electric vehicles     |  |                | 235,113 |  |                   |  
|Total inventories     |  | $              | 739,475 |  |                   | $





10







Note
6 – FIXED ASSETS AND EQUIPMENT ON LEASE



As
of March 31, 2022, and December 31, 2021, fixed assets consisted of the following:

SCHEDULE OF FIXED ASSETS

|                         |  | March 31, 2022 |          |   | December 31, 2021 |  
|------------------------ |  | -------------- | -------- | - | ----------------- | -
|Machinery                |  | $              | 5,040    |   |                   | $
|Furniture and equipment  |  |                | 2,387    |   |                   |  
|Computer equipment       |  |                | 43,838   |   |                   |  
|Vehicles                 |  |                | 19,989   |   |                   |  
|Right-of-use assets      |  |                | 312,544  |   |                   |  
|Accumulated depreciation |  |                | (245,498 | ) |                   |  
|                         |  | $              | 138,300  |   |                   | $



For
the three months ended March 31, 2022, total depreciation expense for fixed assets was $2,830(March
31,2021 - $4,816)
and is included in depreciation and amortization expense. For the three months ended March 31, 2022, total depreciation for
right-of-use assets was $31,651 (March
31, 2021 - $27,525)
and is included in general and administration expense as operating lease expense.



Note
7 – INTANGIBLE ASSETS



As
of March 31, 2022, and December 31, 2021, intangible assets consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

|                          |  | March 31, 2022 |         |   | December 31, 2021 |  
|------------------------- |  | -------------- | ------- | - | ----------------- | -
|Intangible asset – Patent |  | $              | 22,353  |   |                   | $
|Accumulated amortization  |  |                | (11,056 | ) |                   |  
|Intangible
    asset, net |  | $              | 11,297  |   |                   | $



Patents
are amortized on a straight-line basis over their estimated useful life of 20years. For the three months ended March 31, 2022,
total amortization expense for intangible assets was $307(March 31, 2021- $307).



Note
8 – TRADE AND OTHER PAYABLES



As
of March 31, 2022, and December 31, 2021, trade and other payables consist of the following:

SCHEDULE OF TRADE AND OTHER PAYABLES

|                                      |  | March 31, 2022 |           |  | December 31, 2021 |  
|------------------------------------- |  | -------------- | --------- |  | ----------------- | -
|Accounts payable and accrued expenses |  | $              | 1,201,341 |  |                   | $
|Accrued interest                      |  |                | 608,892   |  |                   |  
|Other liabilities                     |  |                | 5,858     |  |                   |  
|Total payables                        |  | $              | 1,816,091 |  |                   | $



11







Note
9 – LOANS PAYABLE



As
of March 31, 2022, and December 31, 2021, loans payable consisted of the following:



SCHEDULE OF LOANS PAYABLE

|                                                                                          |  | March 31, 2022 |            |   | December 31, 2021 |  
|----------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | -
|Unsecured loan payable in the amount of CAD$40,000, due on or before December 31, 2025(a) |  | $              | 31,935     |   |                   | $
|Unsecured loan payable in the amount of CAD$40,000, due on or before December 31, 2025(a) |  | $              | 31,935     |   |                   | $
|Unsecured loan payable in the amount of CAD$40,000, due on or before December 31, 2025(b) |  |                | 31,935     |   |                   |  
|Unsecured loan payable, due on May 21, 2022, interest at 1% per annum(c)                  |  |                | 30,115     |   |                   |  
|Secured loan payable, due onJune 5, 2050, interest at 3.75% per annum(d)                  |  |                | 150,000    |   |                   |  
|Unsecured loan payable, due on June 20, 2022, interest at 9% per annum(e)                 |  |                | 2,251,304  |   |                   |  
|Preferred F series shares issued with mandatory redemption(f)                             |  |                | 482,651    |   |                   |  
|                                                                                          |  |                | 2,977,940  |   |                   |  
|Current portion                                                                           |  |                | (2,827,940 | ) |                   |  
|Loans payable, Long term                                                                  |  | $              | 150,000    |   |                   | $



|(a) | On
    April 17, 2020, the Company received a loan in the principal amount of $31,935 (CAD$40,000) under the Canada Emergency Business Account
    program. The loan is non-interest bearing and eligible for CAD$10,000 forgiveness if repaid by December 31, 2022. If not repaid by
    December 31, 2022, the loan bears interest at 5% per annum and is due on December 31, 2025.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | On
    April 21, 2020, the Company received a loan in the principal amount of $31,935 (CAD$40,000) under the Canada Emergency Business Account
    program. The loan is non-interest bearing and eligible for CAD$10,000 forgiveness if repaid by December 31, 2022. If not repaid by
    December 31, 2022, the loan bears interest at 5% per annum and is due on December 31, 2025.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | On
    May 21, 2020, the Company received a loan in the principal amount of $30,115 under the Paycheck Protection Program. The loan bears
    interest at 1% per annum and is due onMay 21, 2022 with payments deferred for the first six months of the term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d) | On
    June 5, 2020, the Company received a loan in the principal amount of $150,000. The loan bears interest at 3.75% per annum and is
    due on June 5, 2050. The loan is secured by all tangible and intangible assets of Company. Fixed payments of $731 are due monthly
    and begin 12 months from the date of the loan. The payments are applied against any accrued interest before principal amounts are
    repaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(e) | On
    September 13, 2021, the Company entered into a securities purchase agreement with a non-related party. Pursuant to the agreement,
    the Company received cash proceeds of $2,000,000on September 13, 2021
    in exchange for the issuance of an unsecured convertible promissory note in the principal amount of $2,400,000,
    which was inclusive of a $400,000original issue discount
    and bears interest at 9%per annum to the holder
    and matures June 20, 2022. If
    the convertible note is not paid in full before December 12, 2021, an additional $100,000 of guaranteed interest will be added to
    the note. An additional $100,000 of guaranteed interest will be added to the note on the 12th day of each succeeding month
    during which any portion of the convertible note remains unpaid. Any
    principal or interest on the convertible note that is not paid when due or during any period of default bears interest at 24%per annum.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In
    the event of a default, the note is convertible at the price that is equal to a 40% discount to the lowest trading price of the Company’s
    common shares during the 30 day trading period prior to the conversion date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During
    the three months ended March 31, 2022, the Company recorded $166,369 in interest expense including $354,000 of additional interest.
    As at March 31, 2022, the carrying value of the convertible promissory note was $2,251,304 (December 31, 2021 - $2,084,935).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(f) | On
February 17, 2022, the Company entered into a Waiver of Conditions (the “Waiver”) to the Share Purchase Agreement
(the “SPA”) dated December 13, 2021. The Company received two payments in the amount of $250,000on each of February 28, 2022
and March 31, 2022 for500preferred series F
shares in total. Under the Waiver, the Company agrees
to repay these amounts, on an ongoing basis, by remitting 20%of all gross
sales back to the subscriber until such time that the500shares of the Series F Preferred
Stock issued pursuant to this Waiver agreement are redeemed in full. As these preferred F series shares subscribed for under
the Waiver are mandatorily redeemable, the two amounts of $250,000were recorded as liabilities,
as per ASC 480-10. Under the original terms of the
SPA, redemption of preferred F series shares requires a 15%premium payment
on the face value. As such, a total Redemption Premium of $75,000will be paid on the redemptionas part of the 20% gross sales remittance, and will
be amortized as the repayments are made. During the period ended March 31, 2022, $3,062 was recognized, and recorded as interest
expense, included as part of the loan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During
    the three months ended March 31, 2022, the Company made required payments in the amount of $20,411, which was applied against the
    loan payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The total outstanding balance as at March 31, 2022 was
    $482,651.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



Note
10 – CONVERTIBLE NOTES



As
of March 31, 2022, and December 31, 2021, convertible loans payable consisted of the following:



Third
Party Convertible Notes Payable



|(a) | On
    March 31, 2015, the Company issued a convertible promissory note in the principal amount of $310,000 to a company owned by a former
    director of the Company for marketing services. The note is unsecured, bears interest at 5% per annum, is convertible at $1.25 per
    common share, and is due on demand. As at March 31, 2022, the carrying value of the convertible promissory note was $310,000 (December
    31, 2021 - $310,000).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | On
    June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000.
    As at March 31, 2022, the carrying value of the note was $9,514(December 31, 2021 - $9,439),
    relating to an outstanding penalty.                                                                                                                                                                                                   



Note
11 - LEASES



Lessor



During
the year ended December 31, 2020, the Company began financing the lease of certain assets under rental revenue contracts with its customers
and accounts for them in accordance with ASC 842 as outlined under “Leases” in Note 3 of the consolidated financial statements
for the year ended December 31, 2020.



During
the three months ended March 31, 2022, the Company recognized new lease receivables of $177,893,
net of the $nil of
leases transferred to third party management (December 31, 2021 - $817,619 net
of $120,231of
leases transferred to third party management). The lease receivable reflects lease payments expected to be received over the terms
of the agreements and derecognized $97,350(December
31, 2021 - $492,096)
in inventory related to the underlying assets, being recorded to cost of goods sold.



12







SCHEDULE OF LEASE RECEIVABLES RECOGNIZED

|Lease receivable                      |  | March 31, 2022 |          |   | December 31, 2021 |  
|------------------------------------- |  | -------------- | -------- | - | ----------------- | -
|Balance, beginning of the period      |  | $              | 810,236  |   |                   | $
|Additions                             |  |                | 177,893  |   |                   |  
|Transfer to third party               |  |                | -        |   |                   |  
|Interest on lease receivables         |  |                | 10,092   |   |                   |  
|Receipt of payments                   |  |                | (17,607  | ) |                   |  
|Foreign exchange                      |  |                | 6,183    |   |                   |  
|Balance, end of the period            |  |                | 986,797  |   |                   |  
|Current portion of lease receivables  |  |                | (169,616 | ) |                   |  
|Long term potion of lease receivables |  | $              | 817,181  |   |                   | $



Lease
receivables are measured at the commencement date based on the present value of future lease payments less the present value of the unguaranteed
residual asset. The Company uses the rate implicit in the rental revenue contracts to calculate the present value of future payments
and unguaranteed residual asset at the date of commencement.



Lessee



The
Company leases certain assets under lease agreements.



On
October 1, 2019, the Company entered into a 5-year lease agreement for a photocopier (the “Copier Lease”). Upon recognition
of the lease, the Company recognized right-of-use assets of $8,683 and lease liabilities of $8,683. As of March 31, 2022, the Copier
Lease had a remaining term of 2.5 years.



On
July 10, 2020, the Company entered into a lease agreement for retail, showroom and warehouse space in Fairfield, CA (the “Fairfield
Lease”). Upon initial recognition of the lease, the Company recognized right-of-use assets of $164,114 and lease liabilities of
$156,364. The difference between the recorded operating lease assets and lease liabilities is due to prepaid rent deposits to be applied
to first months’ rent of $7,750. The lease included a rent-free period with rent payments commencing on October 1, 2020. The Fairfield
Lease also included a refundable security deposit of $7,750 which is included in prepaid expenses and deposits at March 31, 2022. As
of March 31, 2022, Fairfield Lease had a remaining term of 0.42 years.



On
July 14, 2020, the Company entered into a lease agreement for office space in Surrey, BC (the “Croydon Lease”). Upon initial
recognition of the lease, the Company recognized right-of-use assets of $133,825 (CAD$175,843) and lease liabilities of $125,014 (CAD$163,895).
The difference between the recorded operating lease assets and lease liabilities is due to prepaid rent deposits to be applied to first
months’ rent of $8,811(CAD$11,948). The lease included a rent-free period with rent payments commencing on September 1, 2020.
As of March 31, 2022, the Croydon Lease had a remaining term of 1.33 years.



On
April 1, 2021, the Company entered into a lease agreement for a credit card processing machine (the “FD 150 Lease”). Upon
initial recognition of the lease, the Company recognized right-of-use assets of $1,018 and lease liabilities of $1,018. As of March 31,
2022, the FD 150 Lease had a remaining term of 2.08 years.



On
June 2, 2021, the Company entered into a lease agreement for a trailer (the “Trailer Lease”). Upon recognition of the lease,
the Company recognized right-of-use assets of $8,886 (CAD$11,016) and lease liabilities of $8,886 (CAD$11,016). As of March 31, 2022,
the Trailer Lease had a remaining term of 3.17 years.



13







Right-of-use
assets have been included within fixed assets, net and lease liabilities have been included in operating lease liability on the Company’s
consolidated balance sheet.

SCHEDULE OF CONSOLIDATED BALANCE SHEET OF LEASE

|Right-of-use assets       |  | March 31, 2022 |          |   | December 31, 2021 |  
|------------------------- |  | -------------- | -------- | - | ----------------- | -
|Cost                      |  | $              | 312,545  |   |                   | $
|Accumulated depreciation  |  |                | (202,238 | ) |                   |  
|Foreign exchange          |  |                | -        |   |                   |  
|Total right-of-use assets |  | $              | 110,307  |   |                   | $



|Lease liability       |  | March 31, 2022 |         |  | December 31, 2021 |  
|--------------------- |  | -------------- | ------- |  | ----------------- | -
|Current portion       |  | $              | 101,452 |  |                   | $
|Long-term portion     |  |                | 23,942  |  |                   |  
|Total lease liability |  | $              | 125,394 |  |                   | $



Lease
liabilities are measured at the commencement date based on the present value of future lease payments. As the Company’s leases
did not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the commencement
date in determining the present value of future payments. The Company used a weighted average discount rate of 11.98% in determining
its lease liabilities. The discount rate was derived from the Company’s assessment of borrowings.



Right-of-use
assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum
lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate
the lase if it is reasonably certain that the Company will exercise that option.



Lease
expense for the three months ended March 31, 2022, was $34,098(2021 - $27,525and is recorded in general and administration
expense).



Future
minimum lease payments to be paid by the Company as a lessee for operating leases as of March 31, 2022, for the next three years are
as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

|Lease commitments and lease liability            |  | March 31, 2022 |         
|------------------------------------------------ |  | -------------- | --------
|2022                                             |  | $              | 88,219  
|2023                                             |  |                | 40,395  
|2024                                             |  |                | 4,650   
|2025                                             |  |                | 1,159   
|Total future minimum lease payments              |  |                | 134,423 
|Discount                                         |  |                | (9,029  
|Total                                            |  |                | 125,394 
|                                                 |  |                |         
|Current portion of operating lease liabilities   |  |                | (101,452
|Long-term portion of operating lease liabilities |  | $              | 23,942  



Note
12 – MEZZANINE EQUITY



Authorized



5,000,000
shares of redeemable Series C preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series C preferred
shares is convertible into shares of common stock at a conversion rate equal to the lowest traded price for the fifteen trading days
immediately preceding the date of conversion.



1,000,000
shares of redeemable Series D preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series D preferred
shares is convertible into 5 shares of common stock.



5,000,000
shares of redeemable Series E preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series E preferred
shares is convertible into 4 shares of common stock.



10,000shares of redeemable Series F preferred shares, authorized,
each having a par value of $0.001per share. Each
share of Series F preferred shares is convertible into common stock at an amount equal to the lesser of (a) one hundred percent of the
lowest traded price for the Company’s stock for the fifteen trading days immediately preceding the relevant Conversion and (b)
a twenty percent discount to the price of the common stock in an offering with gross proceeds of at least $10,000,000.



The
following table summarizes the Company’s redeemable preferred share activities for the period ended March 31, 2022, and for the
comparative March 31, 2021 period.

SCHEDULE
OF  REDEEMABLE PREFERRED SHARE ACTIVITIES

|                                         |  |        | 1      |   |     |   | 2  |                            |  |   | 3            |   |  |       | 4         |      |  |   | 5         |  
|---------------------------------------- |  | ------ | ------ | - | --- | - | -- | -------------------------- |  | - | ------------ | - |  | ----- | --------- | ---- |  | - | --------- | -
|                                         |  | Shares |        |   | Par |   |    | Additional paid in capital |  |   | To be issued |   |  | Total |          
|Balance December 31, 2020                |  |        | 49,230 |   |     | $ | 49 |                            |  | $ | 1,007,895    |   |  | $     | 1,265,799 |      |  | $ | 2,273,743 |  
|Issuance                                 |  |        | 3,000  |   |     |   | 3  |                            |  |   | 2,231,989    |   |  |       | (731,991  | )    |  |   | 1,500,001 |  
|Converted for common shares              |  |        | (762   | ) |     |   | (1 | )                          |  |   | (762,295     | ) |  |       | -         |      |  |   | (762,296  | )
|Balance, March 31, 2021                  |  |        | 51,468 |   |     |   | 51 |                            |  |   | 2,477,589    |   |  |       | 533,808   |      |  | $ | 3,011,448 |  
|                                         |  |        |        |   |     |   |    |                            |  |   |              |   |  |       |           |      |  |   |           |  
|Balance December 31, 2021                |  |        | 50,804 |   |     | $ | 51 |                            |  | $ | 2,201,786    |   |  | $     | 975,373   |      |  | $ | 3,177,210 |  
|Issuance                                 |  |        | 250    |   |     |   | -  |                            |  |   | -            |   |  |       | 250,000   |      |  |   | 250,000   |  
|Converted for common shares              |  |        | (140   | ) |     |   | -  |                            |  |   | (68,319      | ) |  |       | (33,808   | )(2) |  |   | (102,127  | )
|Accrued preferred stock
    dividends(1) |  |        | -      |   |     |   | -  |                            |  |   | (539,213     | ) |  |       | 83,713    |      |  |   | (455,500  | )
|Balance, March 31, 2022                  |  |        | 50,914 |   |     | $ | 51 |                            |  | $ | 1,594,254    |   |  | $     | 1,275,278 |      |  | $ | 2,896,583 |  



| | (1) | The
                                            amount of $539,213 accrued against additional paid in capital includes the $455,500 of accrued
                                            dividends on redeemable preferred stock related to the year ended December 31, 2021,
                                            and is the reclass described above in Note 3.                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | $33,808
                                            was a balance carried in the redeemable preferred shares to be issued from prior years, but
                                            does not relate to any shares that are required to be issued. It should have been cleared
                                            out in fiscal 2019 when the Company completed its reverse stock split. It has been adjusted
                                            in the current quarter.



Mezzanine
Preferred Equity Transactions



During
the three months ended March 31, 2022:



| | ● | 140
    Series F Preferred Shares were converted into common shares (see note 13).                                                                                                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                 
| | ● | On
    February 7, 2022, pursuant to the December Series F SPA, the Company received $250,000for the subscription of 250Series F preferred shares (see note 9(f)).                                                                                              
| |   |                                                                                                                                                                                                                                                                 
| | ● | On
    March 31, 2022, pursuant to the December Series F SPA, the Company received $250,000for the subscription of 250Series F preferred shares (see note 9(f)).
    The shares were issued subsequent to the period end on April 1, 2022.                      
| |   |                                                                                                                                                                                                                                                                 
| | ● | On
    January 4, 2022, pursuant to the December Series F SPA, the Company received $250,000for the subscription of 250Series F preferred shares (see note 9(f)).
    The shares were not issued, and the subscription has been recorded as shares to be issued.



14







During
the year ended December 31, 2021:



| | ● | 1,512
    Series C Preferred Shares were converted into common shares, see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    November 6, 2020, the Company received gross proceeds of $300,000 for 300 Series C Preferred Shares in lieu of the Second Closing
    for the Series C Share Purchas Agreement (the “Series C SPA”). The shares were included in preferred shares to be issued
    at December 31, 2020. The preferred shares were issued April 13, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    December 7, 2020, the Company received gross proceeds of $200,000 for 200 Series C Preferred Shares in lieu of the Second Closing
    for the Series C SPA. The shares are included in preferred shares to be issued as at December 31, 2020. The preferred shares were
    issued April 13, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    December 23, 2020, the Company entered into a Securities Purchase Agreement (the “Series F SPA”) whereby the Company
    agreed to sell and the Purchaser agrees to purchase, in a series of closings (the “Closings”) of at least 1,000 Series
    F preferred shares at a price of $1,000 per share. The First and Second Closings, will each be for 1,500 Preferred Shares at a purchase
    price of $1,500,000, the Second Closing which will follow the filing of the Registration Statement. Any Additional Closings will
    be for the purchase of at least 1,000 Series F preferred shares, every thirty calendar days, and shall follow the Registration Statement
    being declared effective. The Company granted 3,000,000 warrants, with a relative fair value of $768,008, concurrently with the execution
    of the Series F SPA and First Closing. The First Closing shares were included in preferred shares to be issued at December 31, 2020
    with a relative fair value of $731,992.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    February 4, 2021, the Company issued 1,500 Series F preferred shares pursuant to the First Closing of the Series F SPA with a relative
    fair value of $731,992. Additionally, the Company issued 1,500 Series F preferred shares pursuant to the Second Closing of the Series
    F SPA for gross proceeds for $1,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    June 10, 2021, pursuant to the Series F SPA, the Company received $350,000 for the subscription of an additional 350 Series F preferred
    shares to be issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    July 20, 2021, pursuant to another Securities Purchase Agreement (the “July Series F SPA”), the Company received $400,000
    for the subscription of 400 Series F preferred shares with a relative fair value of $138,066 and 1,180,000 warrants with a relative
    fair value of $261,934 valued on the agreement date which are recorded as obligation to issue shares and obligation to issue warrants
    respectively at December 31, 2021, see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    August 3, 2021, 275 Series F Preferred Shares were converted into common shares, see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    October 22, 2021, 210 Series F Preferred Shares were converted into common shares, see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    November 30, 2021, 491 Series F Preferred Shares were converted into common shares, see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    December 14, 2021, pursuant to another Securities Purchase Agreement (the “December Series F SPA”), the Company received
    $312,000 for the subscription of 312 Series F preferred shares. $12,000 was incurred as share issuance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    December 31, 2021, pursuant to the December Series F SPA, the Company received $250,000 for the subscription of 250Series F preferred
    shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



Mezzanine
preferred equity, series C and series F, carry a dividend policy which entitles each preferred share to receive, and the Company to pay,
cumulative dividends of 10% per annum, payable quarterly, beginning on the original issuance date and ending on the date that such preferred
shares has been converted or redeemed. At the option of the Company, accrued dividends can be settled in preferred shares of the same
series, or in cash. Any dividends that are not paid quarterly on the dividend payment date shall entail a late fee, which must be paid
in cash at the rate of 18% per annum, which accrues and compounds daily from the dividend payment date, through to and including the
date of the actual payment in full. As at March 31, 2022 the Company recorded $83,713 in dividends to be settled in preferred shares,
and $20,498 in penalty interest.



Note
13 – PREFERRED STOCK



Authorized



3,000,000
shares of Series A preferred shares authorized each having a par value of $0.001 per share.



10,000
shares of Series B convertible preferred shares authorized each having a par value of $0.001 per share. Each share of Series B convertible
preferred shares is convertible into 100,000 shares of common stock.



15







Preferred
Stock Transactions



During
the three months ended March 31, 2022:



No
preferred stock transactions took place in the three months ended March 31, 2022.



During
the year ended December 31, 2021:



| | ● | On
    October 26, 2020, the Company agreed to issue Series B preferred shares that are convertible into 1,000,000 common shares and 1,000,000
    warrants for investor relations services. The preferred shares were valued at $1,340,000 based on the fair value of the underlying
    common stock and included in preferred shares to be issued at December 31, 2020. On February 17, 2021, the Company issued 100 shares
    of Series B preferred shares and 1,000,000 warrants, see note 14. 1 Series B preferred share is convertible into 100,000 shares of
    common stock, which meant that only 10 shares of Series B preferred shares should have been issued. On May 26, 2021, 50 shares of
    Series B preferred shares, instead of 5 shares of Series B preferred shares, were converted into 500,000 shares of common stock with
    a fair value of $670,000. On September 16, 2021, the Company cancelled 45 shares of Series B preferred shares and 5 shares of Series
    B preferred shares were converted into 500,000 shares of common stock with a fair value of $670,000.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | On
    March 4, 2021, the Company issued an aggregate of 16shares of Series B preferred shares to the Company’s board of directors
    for past services. These preferred shares were valued at $849,600 based on the fair value of the underlying common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | 125
    Series B preferred shares with a fair value of $1,734,800, were converted into common shares, inclusive of the conversion noted above,
    see note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



Note
14 – COMMON STOCK AND ADDITIONAL PAID IN CAPITAL



Authorized



350,000,000
common shares, authorized, each having a par value of $0.001 per share.



Common
Stock Transactions



During
the three months ended March 31, 2022:



| | ● | The
    Company issued an aggregate of 500,000 shares of common stock to satisfy shares to be issued at December 31, 2021 for investor relations.
    The shares had a fair value of $101,000 of which $24,904 of expense was recognized for the period, $19,647 of expense was recorded
    during the year ended December 31, 2021 and $56,449 was recorded as prepaid.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                          
| | ● | The
    Company issued 160,000 shares of common stock with a fair value of $13,760 for investor relations services.                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                          
| | ● | The
    Company issued 500,000 shares of common stock with a fair value of $47,000 for prepaid legal services.                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                          
| | ● | The
    Company issued 2,010,772 shares of common stock with a fair value of $68,319 for conversion of 140 Series F Preferred Shares.                                                                                                                                                                                                                                    



During
the year ended December 31, 2021:



| | ● | The
    Company issued an aggregate of 8,138,975 shares of common stock with a fair value of $1,436,044, to satisfy shares to be issued at
    December 31, 2020 for debt settlement.                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | ● | The
    Company issued 715,000 shares of common stock with a fair value of $191,235 pursuant to a legal settlement, see note 17.                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | ● | The
    Company issued 2,430,000 shares of common stock with a fair value of $565,250 for consulting services.                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | ● | The
    Company issued 23,046,760 shares of common stock with a fair value of $3,822,829 and share issue costs of $2,000 for conversion of
    125 Series B Preferred Shares with a fair value of $1,734,800, conversion of 1,512 Series C Preferred Shares with a fair value of
    $1,462,296, and conversion of 976 Series F Preferred Shares with a fair value of $625,803.
| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | ● | The
    Company cancelled 1,751,288 shares of common stock which were returned to treasury due to a duplicated issuance for share settled
    debt during the year ended December 31, 2020.                                                                                                                                                                                    



16







Common
Stock to be Issued



Common
stock to be issued as at March 31, 2022 consists of:



None



Common
stock to be issued as at December 31, 2021 consists of:



| | ● | 97,260shares valued at $19,647to be issued pursuant to a service agreement.
    These were issued February 11, 2022.
| | - | --------------------------------------------------------------------------------------------------------------------



Warrants



During
the three months ended March 31, 2022:



No
warrant activity took place in the three months ended March 31, 2022.



During
the year ended December 31, 2021:



| | ● | The
                                            Company granted 1,000,000 warrants with a contractual life of three years and exercise price
                                            of $0.25 per share pursuant to an investor relations agreement dated October 26, 2020. The
                                            warrants were valued at $163,998.                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | The
                                            Company granted 500,000 warrants with a contractual life of four years and exercise price
                                            of $1.00 per share. The warrants were valued at $668,461.                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | The
                                            Company granted 2,000,000 warrants with a contractual life of five years and exercise price
                                            of $0.35 per share. The warrants were valued at $410,425.                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | On
                                            July 20, 2021, pursuant to the July Series F SPA, the Company is to issue 1,180,000 warrants
                                            with a relative fair value of $138,066 valued on the agreement date, see note 11. The warrants
                                            have a contractual life of 5 years and exercise price of $0.30 per share. As at September 30, 2021, these warrants have not been issued.



The
fair values of the warrants were calculated using the following assumptions for the Black Sholes Option Pricing Model:

SCHEDULE OF WARRANTS ASSUMPTIONS

|                        |  | December 31, 2021 |                  
|----------------------- |  | ----------------- | -----------------
|Risk-free interest rate |  |                   | 0.18 – 0.82      
|Expected life           |  |                   | 3.29 – 5.11 years
|Expected dividend rate  |  |                   | 0                
|Expected volatility     |  |                   | 285.40
– 300.18  



The
continuity of the Company’s common stock purchase warrants issued and outstanding is as follows:

SCHEDULE OF WARRANTS OUTSTANDING

|                                      |  | Warrants |            |  | Weighted
average exercise price |  
|------------------------------------- |  | -------- | ---------- |  | ------------------------------- | -
|Outstanding at year December 31, 2021 |  |          | 16,439,813 |  |                                 | $
|Outstanding as of March
    31, 2022  |  |          | 16,439,813 |  |                                 | $



As
of March 31, 2022, the weighted average remaining contractual life of warrants outstanding was 2.28 years with an intrinsic value of
$nil (December 31, 2021 - $nil).



Note
15 – RELATED PARTY TRANSACTIONS



During
the three months ended March 31, 2022 the Company incurred $191,531 (2021 - $162,362) in salaries which includes a bonus of $30,000 (2021
- $87,362) in fees to the President, CEO, and CFO of the Company. The Company also repaid $28,118 of management fees and salaries previously
owing to the President, CEO, and CFO of the Company as of December 31, 2021. As at March 31, 2022, the Company owed $72,645 (December
31, 2021 - $28,118) to the President, CEO, and CFO of the Company for management fees and salaries. Amounts owed and owing are unsecured,
non-interest bearing, and due on demand.





17







Indemnifications



In
the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions
with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from
a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties.
These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company
has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification
obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements
due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each
particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s
operating results, financial position, or cash flows.



Note
16 – CONTINGENCIES



On
September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335plus interest of $4,939.
The invoice was not paid due to a service dispute. As at March 31, 2022, included in trade and other payables is $21,416(December 31, 2021 - $29,329)
related to this unpaid invoice, interest and legal fees.



Note
17 – SUPPLEMENTAL CASH FLOW INFORMATION

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION

|                                                     |  | March 31, 2022     |         |  | March 31, 2021 |  
|---------------------------------------------------- |  | ------------------ | ------- |  | -------------- | -
|                                                     |  | Three-months ended |        
|                                                     |  | March 31, 2022     |         |  | March 31, 2021 |  
|                                                     |  |                    |         |  |                |  
|Cash paid during the period for:                     |  |                    |         |  |                |  
|Taxes                                                |  | $                  | -       |  |                | $
|Interest payments                                    |  | $                  | -       |  |                |  
|                                                     |  |                    |         |  |                |  
|Non-cash investing and financing transactions:       |  |                    |         |  |                |  
|Shares issued for debt settlement                    |  | $                  | 44,551  |  |                | $
|Dividends payable with preferred shares to be issued |  |                    | 83,713  |  |                |  
|Initial recognition of lease assets                  |  |                    | 177,893 |  |                |  
|Initial recognition of lease liabilities             |  |                    | 177,893 |  |                |  
|Shares issued on conversion of preferred shares      |  |                    | 68,319  |  |                |  



Note
18 – SUBSEQUENT EVENTS



Management
has evaluated events subsequent to the period ended for transactions and other events that may require adjustment of and/or disclosure
in such interim condensed consolidated financial statements.



Subsequent
to March 31, 2022:



| | ● | The
    Company issued 250shares of preferred F stock on April 1, 2022,
    related to the $250,000received under waiver and recorded as
    a liability, as noted above in Note 9(f) on March 31, 2022.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18







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



The
following discussion and analysis is based on, and should be read in conjunction with, the condensed, consolidated interim financial
statements and the related notes thereto of DSG Global, Inc. contained in this Quarterly Report on Form 10-Q (this “Report”).



As
used in this section, unless the context otherwise requires, references to “we,” “our,” “us,” and
“our company” refer to DSG Global, Inc. a Nevada corporation, together with our consolidated subsidiaries,



FORWARD
LOOKING STATEMENTS



This
Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words “believe,” “may,” “will,” “potentially,”
“estimate,” “continue,” “anticipate,” “intend,” “could,” “would,”
“project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes
are intended to identify forward-looking statements.



In
particular, without limiting the generality of the foregoing disclosure, the forward-looking statements contained in this Quarterly Report
on Form 10-Q and which are inherently subject to a variety of risks and uncertainties that could cause actual results, performance or
achievements to differ significantly include but are not limited to:



| | ● | our
    ability to successfully homologate our electric vehicles offerings;                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | anticipated
    timelines for product deliveries;                                                                                                                                                                                                                                                                            
| | ● | the
    production capacity of our manufacturing partners and suppliers;                                                                                                                                                                                                                                                     
| | ● | the
    stability, availability and cost of international shipping services;                                                                                                                                                                                                                                                 
| | ● | our
    ability to establish and maintain dealership network for our electric vehicles;                                                                                                                                                                                                                                      
| | ● | our
    ability to attract and retain customers;                                                                                                                                                                                                                                                                             
| | ● | the
    availability of adequate manufacturing facilities for our PACER golf carts;                                                                                                                                                                                                                                          
| | ● | the
    consistency of current labor and material costs;                                                                                                                                                                                                                                                                     
| | ● | the
    availability of current government economic incentives for electric vehicles;                                                                                                                                                                                                                                        
| | ● | the
    expansion of our business in our core golf market as well as in new markets like electric vehicles, commercial fleet management and
    agriculture;                                                                                                                                                                 
| | ● | the
    stability of general economic and business conditions, including changes in interest rates;                                                                                                                                                                                                                          
| | ● | the
    Company’s ability to obtain financing to execute our business plans, as and when required and on reasonable terms;                                                                                                                                                                                                   
| | ● | our
    ability to accurately assess and respond to market demand in the electric vehicle and golf industries;                                                                                                                                                                                                               
| | ● | our
    ability to compete effectively in our chosen markets;                                                                                                                                                                                                                                                                
| | ● | consumer
    willingness to accept and adopt the use of our products;                                                                                                                                                                                                                                                        
| | ● | the
    anticipated reliability and performance of our product offerings;                                                                                                                                                                                                                                                    
| | ● | our
    ability to attract and retain qualified employees and key personnel;                                                                                                                                                                                                                                                 
| | ● | our
    ability to maintain, protect and enhance our intellectual property;                                                                                                                                                                                                                                                  
| | ● | our
    ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company.                                                                                                                                                                                    
| | ● | the
    ability of our Chairman, President and Chief Executive Officer to control a significant number of shares of our voting capital;                                                                                                                                                                                      
| | ● | the
    impact of the COVID-19 pandemic on capital markets;                                                                                                                                                                                                                                                                  
| | ● | frustration
    or cancellation of key contracts;                                                                                                                                                                                                                                                                            
| | ● | short
    selling activities;                                                                                                                                                                                                                                                                                                
| | ● | our
    ability to complete an offering of our common stock and warrants pursuant to the Registration Statement on Form S-1 filed by with
    the Securities and Exchange Commission on April 21, 2021 (the “Offering”) and the concurrent listing of our common stock
    and of the warrants on the Nasdaq Capital Market..
| | ● | the
    immediate and substantial dilution of the net tangible book value of our common stock by the Offering;                                                                                                                                                                                                               
| | ● | our
    ability to meet the initial or continuing listing requirements of the Nasdaq Capital Market; and                                                                                                                                                                                                                     
| | ● | our
    intention to effect a reverse stock split of our outstanding common stock immediately following the effective date of the Offering
    but prior to the closing of the Offering.                                                                                                                                     



Readers
are cautioned that the foregoing list is not exhaustive of all factors and assumptions, which may have been used.



19







These
forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and
economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result
of the factors set forth below in Part II, Item 1A, “Risk Factors,” and in our other reports filed with the Securities and
Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time.
It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form
10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking
statements.



You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events
and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any
forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes
in our expectations, except as required by law.



Our
unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Principles. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements
and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels
of activity, performance and events and circumstances may be materially different from what we expect.



ABOUT
DSG GLOBAL INC.



DSG
Global Inc. is a technology development, manufacturing and distribution company based in British Columbia, Canada and Fairfield, California.
DSG stands for “Digital Security Guard”, our first fleet management technology and primary value statement. Through Vantage
TAG, our golf and fleet management division, we are engaged in the design, manufacture, and sale of fleet and player experience management
solutions for the golf industry, and for commercial, government and military applications. More recently, Vantage TAG has introduced
a range of innovative single player and luxury golf carts. In 2020, we established an electric vehicle division, Imperium Motor Company,
headquartered at our Imperium Experience Centre in Fairfield, California. Imperium Motors is engaged in the importation, marketing and
distribution of a wide range a low-speed and high-speed electric passenger vehicles for commuter, family, commercial, and public use.



We
were founded by a group of individuals who have dedicated their careers to fleet management technologies and have been at the forefront
of the industry’s most innovative developments. Our executive team has over 50 years of experience in the design and manufacture
of wireless, GPS, and fleet tracking solutions, and over 40 years of experience in automotive retail, wholesale, distribution, and manufacturing.



Powered
by patented analytics and an extraordinary depth of industry knowledge, DSG’s mandate is to improve lives and businesses with intelligent,
affordable, adaptable and environmentally responsible transportation technologies and electric vehicles.



Our
principal executive office is located at 207 - 15272 Croydon Drive Surrey, British Columbia, V3Z 0Z5, Canada. The telephone number at
our principal executive office is 1 (877) 589-8806. Our electric vehicle division, Imperium Motor Company, is headquartered at our Imperium
Experience Center, Located at 4670 Central Way, Suite D, Fairfield, CA 95605. Imperium’s telephone number is 1 (707) 266-7575.
The Company’s stock symbol is DSGT.



Corporate
History



DSG
Global, Inc. (formerly Boreal Productions Inc.) was incorporated under the laws of the State of Nevada on September 24, 2007. We were
formed to option feature films and TV projects to be packaged and sold to movie studios and production companies.



In
January 2015, we changed our name to DSG Global, Inc. and effected a one-for-three reverse stock split of our issued and outstanding
common stock in anticipation of entering in a share exchange agreement with DSG TAG Systems, Inc., a corporation incorporated under the
laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008.



On
April 13, 2015, we entered into a share exchange agreement with Vantage Tag Systems Inc. (“VTS”) (formerly DSG Tag Systems
Inc.) and the shareholders of VTS who become parties to the agreement. Pursuant to the terms of the share exchange agreement, we agreed
to acquire not less than 75% and up to 100% of the issued and outstanding common shares in the capital stock of VTS in exchange for the
issuance to the selling shareholders of up to 20,000,000 pre-reverse split shares of our common stock on the basis of 1 common share
for 5.4935 common shares of VTS.



20







On
May 6, 2015, we completed the acquisition of approximately 75% (82,435,748 common shares) of the issued and outstanding common shares
of VTS as contemplated by the share exchange agreement by issuing 15,185,875 pre-reverse split shares of our common stock to shareholders
of VTS who became parties to the agreement. In addition, concurrent with the closing of the share exchange agreement, we issued an additional
179,823 pre-reverse split shares of our common stock to Westergaard Holdings Ltd. in partial settlement of accrued interest on outstanding
indebtedness of VTS.



Following
the initial closing of the share exchange agreement and through October 22, 2015, we acquired an additional 101,200 shares of common
stock of VTS from shareholders who became parties to the share exchange agreement and issued to these shareholders an aggregate of 18,422
pre-reverse split shares of our common stock. Following completion of these additional purchases, DSG Global Inc. owns approximately
100% of the issued and outstanding shares of common stock of VTS. An aggregate of 4,229,384 shares of Series A Convertible Preferred
Stock of VTS were exchanged for 51 Series B and 3,000,000 Series E preferred shares during the year ended December 31, 2018 by Westergaard
Holdings Ltd., an affiliate of Keith Westergaard, a previous member of our board of directors which have not been issued as of September
30, 2021.



The
reverse acquisition was accounted for as a recapitalization effected by a share exchange, wherein VTS is considered the acquirer for
accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book
value and no goodwill has been recognized. We adopted the business and operations of VTS upon the closing of the share exchange agreement.



DSG
TAG was incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada
in 2008. In March 2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a
wholly owned subsidiary of DSG TAG.



On
March 26, 2019, we effected a reverse stock split of our authorized and issued and outstanding shares of common stock on a four thousand
(4,000) for one (1) basis. Upon effect of the reverse split, our authorized capital decreased from 3,000,000,000 pre-reverse split shares
of common stock to 750,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock decreased from
2,761,333,254 pre-reverse split to 690,403 shares of common stock, all with a par value of $0.001. Our outstanding shares of Preferred
Stock remain unchanged.



On
December 22, 2020, we amended our Articles of Incorporation to increase our authorized common shares from 150,000,000 to 350,000,000,
and to designate 14,010,000 shares of preferred stock, par value $0.001 per share, including 3,000,000 Series A Preferred stock, 10,000
Series B Convertible Preferred stock, 10,000 Series C Convertible Preferred stock, 1,000,000 Series D Convertible Preferred stock, 5,000,000
Series E Convertible Preferred stock and 10,000 Series F Convertible Preferred Stock.



Imperium
Motor Corp. was incorporated under the laws of the State of Nevada on September 15, 2020. Imperium Motor of Canada Corporation was incorporated
under the laws of British Columbia, Canada, on August 12, 2021.



About
our Business Divisions



VANTAGE
TAG FLEET MANAGEMENT AND GOLF DIVISION



Vantage
Tag Golf and Fleet Management Technologies



Vantage
TAG Systems has developed a patented combination of hardware and software which we believe is the first completely modular and scalable
fleet management solution for the golf industry and beyond. Marketed around the world, the TAG System and suite of products are deployed
to help golf course operators manage their fleets of golf carts, turf equipment, and utility vehicles, providing real time vehicle global
positioning, geofencing, remote control, and remote vehicle lockdown security features. The TAG System optimizes course efficiencies
and pace of play, all while integrating a customizable array of player experience features such as player messaging, course mapping and
3d flyover, course & tournament marshalling, pro tips, food & beverage ordering, and ad streaming, among others.



The
Vantage TAG System is designed from the ground up to be a golf/turf vehicle fleet management system. Its main function is addressing
the golf course operator needs. While employing same core technology (cellular wireless and GPS) as traditional commercial vehicle fleet
management systems, Vantage TAG has created patent pending solutions to adapt it to the very specific requirements of the golf environment.
Compared to mainstream fleet tracking products, Vantage TAG collects 10 to 50 times more data points per MB (megabyte) of cellular data
due to its proprietary data collection and compression algorithms. Also, the relative positioning accuracy is improved by almost one
order of magnitude by the use of application-specific geo-data validation and correction methods.



21







Vantage
TAG’s proprietary methods make it possible to offer a solution suitable for use on golf courses at a price low enough to be affordable
in the industry. Every system component incorporates state-of-the-art technology (server, mobile trackers, display). In developing its
products vantage TAG Systems has adopted an application-oriented approach placing the most emphasis (and research & development)
on server and end-user software by taking advantage of the commodity level reached by mainstream technologies such as Global Positioning
(GPS) and M2M (Machine to Machine) Cellular Data in the wider context of Commercial Fleet Management.



Vantage
TAG leveraged the existence of an abundance of very cost-effective telematics solutions by selecting an “off-the-shelf” hardware
platform that meets all the main performance and environmental requirements for operation in the harsh, outdoor golf course environment.
While removing all risk and cost associated with developing a proprietary hardware platform, Vantage TAG has maintained the unique nature
of its hardware solution by developing a set of proprietary adapters and interfaces specifically for the golf application.



Vantage
TAG has secured an exclusive supply agreement with the third-party hardware manufacturers for the vertical of golf industry. Additionally,
Vantage TAG owns the design of all proprietary adapters and interfaces. This removes the risk of a potential competitor utilizing the
same hardware platform. Competitors could attempt to reverse engineer or copycat the TAG technology and equipment. This risk factor is
mitigated by the fact that our product does not rely on a particular technology or hardware platform to be successful but on a very specific
vertical software application that is far more difficult to copy (and respectively easier to protect).



The
application software contains patent features implemented in every core component of the system. The TAG device runs DSG proprietary
firmware incorporating unique data collection and compression algorithms. The web server software which powers the end-user application
is also proprietary and incorporates the industry knowledge accumulated through the over 70 years of collective experience of the DSG
Global team.



This
approach has given the product line a high level of endurance against technology obsolescence. At any point in time, if a hardware component
is discontinued or a better/less expensive hardware platform becomes available, the software application can be easily adapted to operate
on the new platform or with the new component. The company benefits from the constant increase of performance and cost reduction of mainstream
hardware technology without any additional cost.



The
web-based Software-as-a-Service (SaaS) model used by the Vantage TAG System is optimal for low operating and support costs and rapid-cycle
release for software updates. It is also a major factor in eliminating or substantially reducing the need for any end-user premises equipment.
Customers have access to the service through any internet connected computer or mobile device, there is no need for a local wireless
network on the facility and installation time and cost are minimal.



Vantage
TAG is positioned to take advantage of mainstream technology and utilize “best of breed” hardware platforms to create new
generations of products. Our software is designed to be “portable” to future new platforms with better GPS and wireless technology
in order to maintain the Company competitive edge.



All
new product development effort of Vantage TAG is following the same model: select the best of breed third-party hardware platform, design
and produce custom proprietary accessories while focusing the bulk of the development efforts on vertical software application to address
a very specific set of end-customer needs.



The
latest addition to the TAG family of products, the TAG INFINITY is a perfect example of this development philosophy in action: the main
component is a last-generation Android tablet PC wrapped in a custom designed outdoor enclosure containing the power supply and interface
components required for the golf environment. The software application is taking advantage of all the advanced high-resolution graphics,
touch user interface and computing power of the Android OS delivering a vastly superior user experience compared to competitive systems.
The time to market for this product was 30% of how long it took to develop and launch this type of products in the past.



The
TAG Control Unit



The
company’s flagship product is the TAG Control unit. The TAG can operate as a “stand alone” unit or with one of two
displays; the INFINITY 7” alphanumeric display or the INFINITY high definition “touch activated” screen. The TAG is
GPS enabled and communicates with the TAG software using cellular GSM networks. Utilizing the cellular networks rather than erecting
a local Wi-Fi network assures carrier grade uptime, and vehicle tracking “off- property”. GSM is the de facto global standard
for mobile communications.



22







The
TAG unit itself is discreetly installed usually in the nose of the vehicle to give the GPS clear line of site. It is then connected to
the vehicle battery and ignition. The property is then mapped using the latest satellite imagery that is graphically enhanced and loaded
into the TAG System as a map.



Once
installed the vehicle owner utilizes the TAG software to locate the vehicle in real time using any computer, smartphone, or tablet that
has an internet connection and perform various management operations.







The
operator can use the geo-fencing capabilities to create “zones” on the property where they can control the vehicles behavior
such as shutting down a vehicle that is entering a sensitive or dangerous area. The TAG System also monitors the strength of the vehicle’s
battery helping to prevent sending out vehicles undercharged batteries which can be an inconvenience for the course and negatively impact
the golfer experience.



Features
and Benefits:



|● | Internal
    battery utilizing Smart Power technology which charges the battery only when the vehicle is running (gas) or being charged (electric)
|- | --------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                   
|● | Pace
    of Play management and reporting which is a critical statistic for the golf operator                                                     
|  |                                                                                                                                                   
|● | No
    software to install                                                                                                                        
|  |                                                                                                                                                   
|● | Web
    based access on any computer, smartphone, or tablet                                                                                       
|  |                                                                                                                                                   
|● | Set
    up restricted zones to protect property, vehicles, and customers                                                                          
|  |                                                                                                                                                   
|● | Real
    time tracking both on and off property (using Street Maps)                                                                               
|  |                                                                                                                                                   
|● | Email
    alerts of zone activity                                                                                                                 
|  |                                                                                                                                                   
|● | Cart
    lockdown                                                                                                                                 
|  |                                                                                                                                                   
|● | Detailed
    usage reporting for improved maintenance, proper vehicle rotation, and staff efficiency                                              
|  |                                                                                                                                                   
|● | Geofencing
    security features                                                                                                                  
|  |                                                                                                                                                   
|● | Ability
    to enforce cart path rules which is key to protecting course on wet weather days                                                      
|  |                                                                                                                                                   
|● | Modular
    system allows for hardware and feature options to fit any budget or operations                                                        



23







INFINITY
7” Display



The
INFINITY 7” is paired with the TAG Control unit as DSG’s entry level display system for operators who desire to provide basic
hole distance information and messaging to the golf customer. The INFINITY 7” is a very cost-effective solution for operators who
desire to give their customers GPS services with the benefits of a Fleet Management back end. The INFINITY 7” can be mounted on
the steering column or the dash depending on the customer’s preference.







VTS’s
entry level alphanumeric golf information display



Features
and Benefits:



|● | Hole
    information display                                       
|- | -------------------------------------------------------------------
|  |                                                                    
|● | Yardage
    displays for front, middle, back locations of the pin  
|  |                                                                    
|● | Messaging
    capabilities – to individual carts or fleet broadcast
|  |                                                                    
|● | Zone
    violation warnings                                        
|  |                                                                    
|● | Pace
    of Play notifications                                     
|  |                                                                    
|● | Smart
    battery technology to prevent power drain                
|  |                                                                    
|● | Versatile
    mounting option                                      



24







INFINITY
XL 12” Display



The
INFINITY XL 12” is a solution for operators who desire to provide a high-level visual information experience to their customers.
The INFINITY XL 12” is a high definition “Infinity XL 12” “ activated display screen mounted in the golf cart
integrated with the TAG Control unit to provide a full back/front end Fleet Management solution. The INFINITY XL 12” displays hole
graphics, yardage, and detailed course information to the golfer and provides interactive features such as Food and Beverage ordering
and scorekeeping.







The
industry leading Infinity XL 12” HD – the most sophisticated display on the market.



Features
and Benefits:



|● | Integrated
    Food and Beverage ordering                      
|- | ---------------------------------------------------------------
|  |                                                                
|● | Pro
    Tips                                                   
|  |                                                                
|● | Flyover
    capability                                         
|  |                                                                
|● | Daily
    pin placement display                                
|  |                                                                
|● | Interactive
    Scorecard with email capability                
|  |                                                                
|● | Multiple
    language choices                                  
|  |                                                                
|● | No
    power drain with Smart Battery technology               
|  |                                                                
|● | Full
    broadcast messaging capabilities                      
|  |                                                                
|● | Pace
    of Play display                                       
|  |                                                                
|● | Vivid
    hole graphics                                        
|  |                                                                
|● | Option
    of steering or roof mount                           
|  |                                                                
|● | Generate
    advertising revenue and market additional services



25







PROGRAMMATIC
Advertising Platform



A
unique feature of the INFINITY XL 12” system is the advertising display capability. This can be used by the operator for internal
promotion of services or for generating revenue by selling the ad real estate since the golf demographic is very desirable to advertisers.
The INFINITY XL 12” displays banner, panel, full page, pro tip, and Green view ads. There is also ad real estate on the interactive
feature screens for Food and Beverage ordering and the scorecard. The Infinity XL 12” System can also display animated GIF files
or play video for added impact.







Advertising
displayed in multiple formats including animated GIF and video



DSG
has developed proprietary “Ad Manager” software which is used to place and change the ads on the system(s) from a central
NOC (Network Operations Center) in real time. The Ad Manager can deploy to a single system or multiple systems. This creates a network
of screens that is also very desirable to advertisers as ad content can be deployed locally, regionally, or nationally. The advertising
platform is an important part of the company’s future marketing and sales strategy.







DSG
R3 Advertising Platform



The
DSG R3 program delivers advance ROI (Revenue Optimization Intelligence). Utilizing all streams of advertising delivery, such as automated,
direct, and self-serve. The R3 program has the ability to deliver relevant advertising to golfers the moment they sit in the cart. The
R3 model is more effective than the previous advertising model of ‘One to One’, these are local ads only sold through direct
sales by courses, or 3 rd party advertising sales firms. The new R3 model offers ‘Many to one’ advertising options,
delivering thousands of national, regional, and local advertisers an opportunity to advertise on our screens through our R3 Marketplace.



26











Previous
‘One to One’ model vs the new R3 model ‘Many to One’







TAG
TURF/ECO TAG



The
TAG Turf and the new ECO TAG were developed to give course operators the same back end management features for their turf equipment and
utility vehicles. Turf equipment is expensive, and a single piece can run over $100,000 and represents a large portion of a golf course
operating budget. The TAG Turf and ECO TAG have comprehensive reporting that the operator can utilize to implement programs that can
increase efficiencies, reduce labor costs, help lower idle times, provide fuel consumption and equipment performance, provide historical
data on cutting patterns, and reduce pollution from emissions by monitoring idle times. Since the golf course needs to be maintained
regardless of volume these cost saving measures directly impact the operator’s bottom line.



Features
and Benefits:



|● | Can
    be installed on any turf, utility, or service vehicle                          
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|● | Work
    activity tracking and management                                              
|  |                                                                                        
|● | Work
    breakdown and analysis per area, work group, activity type or specific vehicle
|  |                                                                                        
|● | Vehicle
    idling alerts                                                              
|  |                                                                                        
|● | Zone
    entry alerts                                                                  
|  |                                                                                        
|● | Detailed
    travel (cutting patterns) history                                         
|  |                                                                                        
|● | Detailed
    usage reports with mileage and hours                                      
|  |                                                                                        
|● | Protection
    for ecological areas through geo fencing                                
|  |                                                                                        
|● | Vehicle
    lock down and ‘off property’ locating features                             



27











The
TAG Turf provides detailed trail history and cutting patterns



Revenue
Model



DSG
derives revenue from four different sources.



Systems
Sales Revenue, which consists of the sales price paid by those customers who purchase our TAG system hardware lease our TAG system
hardware.



Monthly
Service Fees are paid by all customers for the wireless data fee charges required to operate the GPS tracking on the TAG systems.



Monthly
Rental Fees are paid by those customers that rent the TAG system hardware. The amount of a customer’s monthly payment varies
based on the type of equipment rented (a TAG, a TAG and INFINITY 7”, or a TAG and INFINITY XL 12”).



Programmatic
Advertising Revenue is a new source of revenue that we believe has the potential to be strategic for us in the future. We are in
the process of implementing and designing software to provide advertising and other media functionality on our INFINITY.



We
recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability
is reasonably assured. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all
acceptance criteria have been met. We accrue for warranty costs, sales returns, and other allowances based on its historical experience.



Our
revenue recognition policies are discussed in more detail under “Note 2 – Summary of Significant Accounting Policies”
in the notes to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.



Markets



Sales
and Marketing Plan



The
market for the TAG System is the worldwide golf cart and Turf equipment fleets. There are 40,000 golf courses around the world with North
America being the largest individual market with 20,000. This represents over 3,000,000 vehicles. The golf market has five distinct types
of operations. Municipal, Private Country Clubs, Destination Resorts, Public Commercial, Military and University affiliated. VTS has
deployed and has case studies developed TAG systems in each of these categories.



28







Our
marketing strategy is focused on building brand awareness, generating quality leads, and providing excellent customer service.



North
America Sales



Since
the largest market is North America, the Company employs a direct sales team and sales agents that provide full sales coverage. Our sales
agents are experienced golf industry professionals who maintain established relationships with the golf industry and carry multiple golf
lines. Our sales objective is to offer our existing and prospective customers a dedicated, knowledgeable, and outstanding customer service
team.



In
addition, our team is dedicated to existing accounts that focus on up-selling and cross-selling additional products to our current customer
base, securing renewal agreements, and providing excellent customer service. The current regions are:



|● | Western
    Canada  
|- | --------------------
|  |                     
|● | Central
    Canada  
|  |                     
|● | Eastern
    Canada  
|  |                     
|● | Northeast
    USA   
|  |                     
|● | Western
    USA     
|  |                     
|● | Southeastern
    USA
|  |                     
|● | Midwest
    USA     



International
Sales



DSG
focuses on select global golf markets that offer significant volume opportunities and that value the benefits that our products deliver.



We
utilize strategic distributor partnerships in each targeted region/country to sell, install and service our products. Distributors are
selected based on market strength, market share, technical and selling capability, and overall reputation. We believe that DSG solutions
appeal to all distributors because they are universal and fit any make or model of vehicle. We maintain and leverage our strong relationship
with Yamaha, E-Z-GO and Ransomes Jacobsen (sister company to E-Z-GO) in developing our distributor network around the world. Today, many
of our distributor partners are the leading distributors for E-Z-GO and RJ and hold a dominant position in their respective markets.
While they are Yamaha or E-Z-GO distributors, most sell DSG products to all courses regardless of their choice of golf car as a value
add to their customers and to generate additional revenue. We complement this distributor base with independent distributors as needed
to ensure we have sufficient coverage in critical markets.



Currently
DSG is focused on expanding in Europe, Asia and South Africa. The Company plans to expand next into Australia, New Zealand and Latin
America.



Management
Companies



Many
golf facilities are managed by management companies. The portfolios of these companies vary from a few to hundreds of golf courses. Troon®,
the world’s largest player in golf course management, has over 200 courses under management. The management companies provide everything
from branding, staffing, management systems, marketing, and procurement. DSG is currently providing products and services to Troon, OB
Sports, Kemper Sports, Trump, Marriott Golf, Blue Green, Crown Golf, American Golf, Billy Casper, Club Corp, and Club Link.



DSG
has been successful in completing installations and developing relationships with several of the key players who control a substantial
number of courses. DSG will continue to implement system developments that are driven by the needs of these management companies such
as combined reporting, multiple course access through a centralized dashboard. This development will become a competitive advantage for
DSG in the management company market.



29







DSG
has dedicated a team to create specific collateral for this market and has assigned a senior executive to have direct responsibility
to manage these relationships.



Competition



We
compete with a number of established producers and distributors of vehicle fleet management systems. Our competitors include producers
of golf specific applications, such as GPS Industries, LLC., one of the leading suppliers of golf cart fleet management systems, as well
as producers of non-golf specific utility vehicle fleet management systems, such as Toro. Many of our competitors have longer operating
histories, better brand recognition and greater financial resources than we do. In order for us to successfully compete in our industry
we must:



| | ● | demonstrate
    our products’ competitive advantages;
| | - | -----------------------------------------------------
| |   |                                                      
| | ● | develop
    a comprehensive marketing system; and    
| |   |                                                      
| | ● | increase
    our financial resources.                



However,
there can be no assurance that even if we do these things, we will be able to compete effectively with the other companies in our industry.



We
believe that we will be able to compete effectively in our industry because of the versatility, reliability, and relative affordability
of our products when compared to those of our competitors. We will attempt to build awareness of our competitive advantages among existing
and potential customers through trade shows, sales visits and demonstrations, online marketing, and positive word of mouth advertising.



However,
as we are a newly established company relative to our competitors, we face the same problems as other new companies starting up in an
industry, such as limited access to capital. Our competitors may be substantially larger and better funded than us, and have significantly
longer histories of research, operation and development than us. In addition, they may be able to provide more competitive products than
we can and generally be able to respond more quickly to new or emerging technologies and changes in legislation and regulations relating
to the industry. Additionally, our competitors may devote greater resources to the development, promotion and sale of their products
or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any
of which could harm our business.



Our
primary competitor in the field of golf course fleet management is GPS Industries, a company that was founded in 1996 by our sole officer,
founder and one of our directors, Mr. Bob Silzer. GPS Industries is currently the largest player in the marketplace with an installed
base of approximately 750 golf courses worldwide. GPS Industries was consolidated by various mergers and acquisitions with a diversity
of hardware platforms and application software. Since 2009, when GPS Industries has introduced their latest product offering called the
Visage, in an exclusive partnership with Club Car, their strategy has been to target mostly their existing customers and motivate them
into replacing their existing, older GPS system, with the Visage system.



GPS
Industries is leveraging very heavily their partnership with Club Car, which is one of the three largest golf cart manufacturers in the
world and at times is benefiting from golf operators’ preference for Club Car and their vehicles when they select their management
system.



Market
Mix



Since
the introduction of the DSG product line, we have shown golf course operators that they have now access to a budget-friendly fleet management
tool that works not only on golf carts but also with all other vehicles used on the golf course such as turf maintenance, shuttles, and
other utility vehicles.



Marketing
studies have identified that half of the golf course operators only need a fleet management system and only 15% need a high-end GPS golf
system. This illustrates the strong competitive advantage that VTS TAG Systems has versus GPS Industries since their product can only
address the needs of a relatively small fraction of the marketplace.



Consequently,
GPS Industries’ installed base has steadily declined since most of their new product installations have replaced older product
for existing customers and some customers have opted for a lower budget system and switched over to VTS TAG Systems.



30







Marketing
Activities



The
Company has a multi-layered approach marketing the TAG suite of products. One of the foundations of this plan is attending industry trade
shows which are well attended by golf operators. The two largest shows are the PGA Merchandise Show and the Golf Industry Show which
are held in Florida at the end of January. The Company also attends a number of regional shows around North America. International events
are attended by our distributors and partners.



The
second layer of marketing is memberships in key organizations such as the National Golf Course Owners Association, Golf Course Superintendents
Association, and Club Managers Association of America. These are very influential in the industry and have marketing channels such as
publications, email blasts, and web-based marketing. The Company also markets directly to course operators through email, surveys direct
mail programs.



Lead
Generation



One
of the primary sources of lead generation is through the Company’s strategic partnerships with E-Z-GO, Yamaha, and Ransomes Jacobson.
These relationships provide the Company with a great deal of market intelligence. The sales forces of the partners work in tandem with
the DSG sales team by passing on the leads, creating joint proposals, and distributing TAG sales material. The Company has also created
co-branded materials for specific value items of interest to operators such as Pace of Play solutions. DSG sale s and marketing staff
attend partner sales events to conduct training and discuss marketing strategies.



The
Company is in the process of testing an internal telemarketing program in several key markets to gauge whether this particular channel
warrants larger scale implementation.



Competitive
Advantages



Pricing



One
of the “heroes” of the TAG System is providing the course operator a range of modular fleet management options that are very
competitively priced. Pricing options range from the TURF, TAG, Infinity 7”, and Infinity XL 12” System, giving the customer
a wide range of pricing options.



Functional
advantages



DSG
has the distinctive advantage of being able to offer a true fleet management system, encompassing all the vehicles on the golf course,
not just the golf carts. Due to the modular nature of the system, customers have now the option to configure their system’s configuration
to match exactly their needs and their budget.



Product
advantages



DSG
products are the robust, reliable, and user-friendly systems in the world. DSG is the only company currently providing systems that are
waterproof with internal batteries to ensure our partners retain the full golf cart manufacturer’s warranty.



Operational
Plan



Our
Operations Department’s main functions are outlined below:



Product
Supply Chain Management



| | ● | Product
    procurement, lead-time management
| | - | ---------------------------------------------
| |   |                                              
| | ● | Inventory
    Control                        



Customer
Service



| | ● | Training                     
| | - | -----------------------------
| |   |                              
| | ● | Troubleshooting
    & Support
| |   |                              
| | ● | Hardware
    Repairs         



31







Installations



| | ● | Content
    & graphics procurement
| | - | ----------------------------------
| |   |                                   
| | ● | System
    configurations         
| |   |                                   
| | ● | Shipping
    and Installation     



Infrastructure
Management



| | ● | Communication
    Servers Management
| | - | ------------------------------------
| |   |                                     
| | ● | Cellular
    Data Carriers          
| |   |                                     
| | ● | Service
    and administration tools



Product
Supply Chain



In
order to maintain high product quality and control, as well as benefiting from cost savings, the Company is currently procuring all main
hardware components offshore. Final assembly is locally performed in order to ensure product quality. Other main components are also
procured directly from manufacturers or from local suppliers that outsource components office in order to keep the price as low as possible.



The
Company is requesting the suppliers to perform a complete set of quality testing and minimum 24 hours’ burn-in before the product
is delivered. The local hardware assembler and components supplier offers a 12-month warranty. The main hardware components offshore
supplier offers a warranty plan of 15 months from the date the product is shipped. With an extended 90 days beyond the current warranty,
such repair service would be paid by the supplier except for component replacement costs, which would be paid by DSG.



Another
important activity related to the management of the product supply chain is working closely with the suppliers and ensuring that we have
alternate sources for the main components and identify well in advance any components that may go “end-of-life” and find
suitable replacements before product shortages may occur.



InventoryControl



The
Company has implemented strict inventory management procedures that govern the inbound flow of products from suppliers, the outgoing
flow to customers as well as the internal movement of inventory between warehouses (Canada, US and UK). There are also procedures in
place to control the flow of equipment returning from customers for repairs and their replacements.



Installation



The
Company is utilizing a small number of its own field engineers, geographically positioned to be in close proximity of areas with high
concentrations of current and future customers. Occasionally, when new installations exceed the internal capacity, the company employs
a number of external contractors, on a project-by-project basis. Each contractor has been trained extensively to perform product installations
and the Company has created an extensive collection of Installation Manuals for all products and vehicle types.



The
product was designed with ease of installation as one of its features. Additionally, the installation process includes a pre-shipping
configuration process that prepares each device with all the settings and graphics content (if applicable) required for the specific
location it will be deployed. This makes the installation process a lot simpler and less time consuming in the field which reduces costs
(accommodations, food, travel) for internal staff as well as external contractor cost (less billable time).



Another
benefit of the simplified installation procedure is increased scalability in anticipation of increased number of installs in the future
by reducing the skill level and training time requirements for additional contractors.



Customer
Service



The
Company has deployed its Customer Service staff strategically, so it has at least one service representative active during business hours
in North America, Europe and South Africa.



32







The
Company is handling Customer Service directly in North America and UK, offering telephone and on-line support to end-customers. In other
international markets, the first-line customer service is handled by local distributor’s staff while DSG is supplying training
and more advanced support to the distributors.



For
the management of the customer service activities, the Company is utilizing SalesForce.com CRM system which allows creating, updating,
closing and escalation of service cases, including the issuance of RMA (Return Material Authorization) numbers for defective equipment.
Using SalesForce.com also allows generation of management reports for service issues, customer satisfaction, and equipment failures in
order to quickly identify trends, problem accounts or systemic issues.



In
addition, DSG began offering the DSG Par 72 Service & Support Plan to guarantee service and support to client courses in the golf
business, during fiscal 2016. This program for client courses which guarantees service and support programs within 24 hours of a problem
arising.



Product
Development and Engineering



The
Company employs a team of software engineers in house to develop and maintain the main components of the server software and firmware.
All product development is derived from business needs assessment and customer requests. The Product Manager is reviewing periodically
the list of feature requests with the Sales, establishes priorities and updates the Product Roadmap. The software engineers are also
responsible for developing specialized tools and systems utilized increase efficiency in the operation of the Company. These projects
include functionality such as: automated system monitoring, automatic service alerts, improved remote troubleshooting tools, cellular
data monitoring and reporting. All these tools are critical in future ability to support more customers with less resources, streamline
support, and improve internal efficiency.



All
hardware development (electronics and mechanical) is generally outsourced, however small projects like mounting solutions or cabling
are handled in house.



Vantage
TAG Golf Carts



PACER
Single Rider Golf Cart



In
2021, after rigorous testing and consultation with industry leaders and partners, DSG has introduced the PACER Single Rider Golf Cart.
The PACER furthers Vantage TAG’s mandate to optimize the game for players and operators alike, increasing pace of play, comfort,
accessibility, and performance. The PACER can complete up to four rounds of golf on a single charge, is factory equipped with the TAG
Control Unit, and upgradable to the TAG Infinity Display at any time. DSG’s PACER program allows operators to buy, lease, or install
a PACER fleet on a zero overhead, revenue-sharing basis, making it accessible to the widest range of golf courses, venues, campuses and
communities.







33







The
Vantage TAG PACER Golf Cart



In
2020, DSG/Vantage Tag was working with manufacturers in China to develop and launch our planned single rider “PACER” golf
carts for a 2021 launch. After testing several prototypes and consulting with industry leaders and partners, we have delayed launch of
the PACER in order to undertake PACER manufacturing in North America, under the close supervision of our designers and marketing partners,
and in proximity to our largest anticipated customer base. We believe this decision will allow us to produce an industry-leading product,
maintain quality control, reduce fulfillment delays and capitalize on manufacturing synergies between our divisions. We anticipate that
we will secure PACER manufacturing capacity within 90 days based on general availability of commercial space and labor. We continue to
proceed with PACER sales development and during this transition.



100E
Golf Cart



Most
recently, Vantage TAG has also introduced the premium 100E Golf Cart, built for serious and casual riders seeking a luxury experience.
Available for sale or lease, the 100E combines real world range, performance, and safety into a premium Low Speed Vehicle that only Vantage
Tag can offer. Our first low speed, street legal vehicle, the 100E achieves a 90 mile range per charge, is Department of Transportation
certified, and comes equipped with a whole package of premium options starting at under $9,998 before discounts and incentives. Available
in a range of colors, the 100E brings style, performance, sustainability and fun, from the golf course to town and everywhere in between.







The
Vantage 100E Golf Cart.



In
2020, DSG/Vantage Tag was working with manufacturers in China to develop and launch our planned single rider “PACER” golf
carts for a 2021 launch. After testing several prototypes and consulting with industry leaders and partners, we have delayed launch of
the PACER in order to undertake PACER manufacturing in North America, under the close supervision of our designers and marketing partners,
and in proximity to our largest anticipated customer base. We believe this decision will allow us to produce an industry-leading product,
maintain quality control, reduce fulfillment delays and capitalize on manufacturing synergies between our divisions. We anticipate that
we will secure PACER manufacturing capacity within 90 days based on general availability of commercial space and labor. We continue to
proceed with PACER sales development and during this transition.



IMPERIUM
MOTOR COMPANY®—MAKING GREEN TRANSPORTATION AVAILABLE TO EVERYONE



In
2019, DSG Global founded Imperium Motor Company with a mission to bring the worlds most effective and cost-efficient electric vehicles
to North America and beyond. Our range of commuter, family, and commercial vehicles offer a lower cost alternative to competitive offerings,
with an emphasis on great design, performance, and functionality. Through our exclusive North American manufacturing partnership with
Zhejiang Jonway Group Co., Ltd. (“Jonway Group”), and Skywell New Energy Automobile Group (“Skywell”), two of
the world’s most prolific manufacturers of electric vehicles and components, Imperium now offers one of the largest selections
of electric vehicles in North America, including ebikes and scooters, e-rickshaws, low speed cars, trucks, vans and scooters, high speed
SUVs and pickups, as well as buses, cargo trucks, and sanitation vehicles.



34







On
October 2, 2019, we entered into an exclusive cooperation agreement dated September 17, 2019 with Zhejiang Jonway Group Co., Ltd. (“Jonway
Group”), a leading manufacturer of electric vehicles in China. Pursuant to the Agreement, we have received the exclusive right
to purchase, homologate, and distribute Jonway Group’s range of electric low speed vehicles in the Americas (including the United
States, Canada, Mexico and the Caribbean) for a term of 10 years. The distribution rights are subject to the inspection and approval
of eligible vehicles by the Company.



Pursuant
to the Agreement, the Company was to place an initial order of 17 sample vehicles by January 30, 2020. The sample vehicles are for homologation
purposes and subject to inspection and approval by the Company. The initial order was delayed by mutual agreement due to manufacturing
and shipping delays resulting from COVID-19. However, as of the date of this Annual Report, the initial order of 17 vehicles has been
placed and fulfilled. We have since approved and are currently homologating the vehicles for conformance with North America road &
safety standards. The written agreement between Jonway Group and the Company does not specify what percentage of each vehicle purchase
price is payable upon order placement. Currently, the parties have agreed to a 30% payment upon order placement with the balance payable
upon shipping.



On
February 4, 2020, we announced the establishment of our automotive subsidiary, Imperium Motor Company®, and a planned Electric Vehicle
(EV) Experience Centre in California. Imperium Motor Company was incorporated in the State of Nevada on September 10, 2020.



On
August 21, 2020, we announced the opening of our Electric Vehicle Experience and Training Center located in Fairfield, California, where
we plan to offer a range of electric vehicles at the EV Vehicle Experience Centre and to provide dealer support, training, and education.



On
October 5, 2020, through Imperium Motor Corp., we entered into a Memorandum of Understanding dated September 10, 2020 with Skywell Shenzen
Vehicles Co. Ltd. aka Skywell New Energy Automobile Group Co., Ltd. (“Skywell”), a leading manufacturer of electric vehicles
in China. Pursuant to the Memorandum of Understanding, Imperium has received the exclusive right, subject to placement of an initial
vehicle order and corresponding payment to Skywell, to purchase, homologate, and distribute Skywell’s range of ET5 electric sport
utility vehicles in North America and the Caribbean. The Memorandum of Understanding, while stated to be non-binding, provides for the
conclusion of a definitive agreement by the parties following the placement of an initial vehicle order by the Company. The definitive
agreement was to have a minimum term of 3 years, and will renew automatically for successive 3-year terms, subject to the right of each
party to terminate the agreement by giving 30 days notice prior to renewal.



Effective
February 9, 2021, we entered into a definitive OEM Cooperation Agreement with Skywell dated February 5, 2021, which agreement modifies
and replaces the Memorandum of Understanding. Pursuant to the OEM Cooperation Agreement, Skywell has granted to the Company the exclusive
right to distribute Skywell’s electric passenger cars, trucks (including but not limited to the ET5 sport utility vehicle), buses
and spare parts in the United States and Canada for a term of 5 years. In order to maintain the distributions rights accorded by the
agreement, the Company must purchase and deliver 1,000 units within the first year of the term, 2,000 units in the second year, 3,000
units in the third year, 4,000 units in the fourth year, and 5,000 units in the fifth and final year of the term. Skywell may terminate
the agreement in its distribution with 30 days’ notice if the Company fails to satisfy sales quotas. Product price, terms of payment
and logistical matters are subject to the ongoing approval and agreement of the parties from time to time.



Effective
February 15, 2021, we entered into a Cooperation Agreement with Rumble Motors, a manufacturer and distributor of electric bikes and other
vehicles. Pursuant to the Cooperation Agreement, Rumble has granted to the Company the exclusive right to distribute the Rumble Rover,
Rumble Air, and other electric bikes in India, Pakistan, Bangladesh, the United States, Canada, Mexico and the Caribbean for a term of
5 years. The Rumble vehicles remain subject to the Company’s testing, approval, and homologation in the respective territories.



35







Imperium
EV Passenger Vehicles



| | IMPERIUM
    ET5 by Skywell
| | ---------------------------
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            



36







| |  | IMPERIUM
    Maxi “SUV” Style
| |  | -----------------------------
| |  |                              
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  |                              
| |  | IMPERIUM
    Maxi Sport Sedan
| |  |                              
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            
| |  | ●                            



| |  | IMPERIUM
    Euro Coupe
| |  | -----------------------
| |  |                        
| |  | ●                      
| |  | ●                      
| |  | ●                      



37







| |  | ● | RANGEup to 120 km on a single charge                                                                                                                                                     
| |  | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ● | BATTERY60-volt 600 Ah Maintenance Free Lead Acid or Lithium Battery Pack with Optional Performance Package                                                                               
| |  | ● | EQUIPPEDwith Automatic Transmission, Alloy Wheels, Air Conditioning, Heater, Power Windows, Power Door Locks, Rear Camera, Push Button
    Start, Rear Hatch Am-Fm USB/SD Stereo and more



| |  | IMPERIUM
    Urbee 4S
| |  | ---------------------
| |  |                      
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  |                      
| |  | IMPERIUM
    Urbee 2S
| |  |                      
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    
| |  | ●                    



| |  | IMPERIUM
    Urbee Cargo Van
| |  | ----------------------------
| |  |                             
| |  | ●                           
| |  | ●                           
| |  | ●                           
| |  | ●                           
| |  | ●                           
| |  | ●                           



38









| |  | IMPERIUM
    Five Star Van
| |  | --------------------------
| |  |                           
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  |                           
| |  | IMPERIUM
    T-Truck      
| |  |                           
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         
| |  | ●                         



| |  | IMPERIUM
    T-Van
| |  | ------------------
| |  |                   
| |  | ●                 
| |  | ●                 
| |  | ●                 
| |  | ●                 
| |  | ●                 
| |  | ●                 
| |  | ●                 



39







| |  | IMPERIUM
    T01
| |  | ----------------
| |  |                 
| |  | ●               
| |  | ●               
| |  | ●               
| |  | ●               
| |  | ●               
| |  | ●               



| |  | IMPERIUM
    e-Rickshaw Extended Deluxe
| |  | ---------------------------------------
| |  |                                        
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  |                                        
| |  | Imp-Moto
    Product Lineup            
| |  |                                        
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      
| |  | ●                                      



40







Imperium’s
Production Partners



Zhejiang
Jonway Automobile Co.



Imperium
has exclusive distribution rights in the United States, Canada, Mexico and the Caribbean for Jonway built EVs.



Zhejiang
Jonway Automobile Co., Ltd (“Jonway”) began manufacturing in May 2003. The Taizhou city, Zhejiang province manufacturing
plant has an area of 57.3 hectares with more than 800 employees. It has invested more than 600 million RMB in producing the three and
five-door SUVs, with a capacity to produce up to 30,000 units per year. The manufacturing operations include pressing, welding, painting
and assembling lines. It has also gained the TS16949:2009, GCC, SASO, SONCAP and CCC certification. Jonway offers a network of more than
500 auto dealerships in China alone and has started a distribution network in Italy.



As
a national first-class production enterprise, Jonway has passed the ISO 9001 quality management system certification, the product has
passed the European certification and the American DOT, EPA certification, and has been exported to more than 80 countries in the world.
Jonway has announced its third assembly plant in the city of Xuzhou, China.



Skywell
New Energy Automobile Group Co. Ltd.



Sky-well
New Energy Automobile Group Co. Ltd. was founded in 2011. Primarily engaged in the manufacturing and sales of large, medium and light
buses, passenger cars and related components, it has gradually become a leading enterprise of China’s new energy automobile industry.
By the end of 2016, the total assets of the company were 7.838 billion Yuan, with the net assets of 1.429 billion Yuan.



Skywell
owns Nanjing Jinlong Bus Manufacturing Co., Ltd., Wuhan Sky-well New Energy Automobile Co., Ltd., Shenzhen Sky-well Automobile Co., Ltd,
Nanjing Sky Source World Power Technology Co., Ltd and Qingdao Sky-well New Energy Automobile Group Co. Ltd. Its products include the
3.6-18 m series of electric passenger cars and passenger vehicles, which are widely sold in many countries and regions in Southeast Asia
and widely used in public transport, tourism, commuting, leasing and other markets. Skywell is also one of the first companies to enter
the clean energy bus industry. Known for its emphasis on technology research and development, its skilled workforce, its innovative designs
and high-quality products, it has achieved excellent results. Since 2014, Skywell has ranked as the leading seller of new energy passenger
cars in the China.



Skywell
has granted to the Company the exclusive right to distribute Skywell’s electric passenger cars, trucks (including but not limited
to the ET5 sport utility vehicle), buses and spare parts in the United States and Canada for a term of 5 years.



Imperium
Motor Company Experience Center



Our
Imperium Electric Vehicle Northern California Experience Center is located in Fairfield, Solano County, California. Solano County is
situated between two of the largest Electric Vehicle markets in California, the San Francisco Bay Area and Greater Sacramento with a
combined population of over 10 million people. California is historically the top EV sales volume state with 50% of sales within the
United States. The building sits right next to the crossroads of Freeway 80 and Freeway 680 in one of the best economic areas in the
nation.



The
Experience Center will feature the various models of new Electric Cars, Trucks, Vans, UTVs, ATVs and Scooters arriving soon from the
manufacturer. The new building will not only display our new selection of Electric Vehicles but will also host the center for Dealer
training and Parts and Service support.



Imperium
Distribution Network



We
are currently marketing and offering direct sales of our electric vehicles at our Imperium Motor Company Experience Center. However,
it is our objective to establish a network of experienced, authorized automotive dealers across the United States and throughout our
territory. We are currently recruiting and vetting applicant dealerships and expect to announce our inaugural group of authorized dealers
in 2021.



41







Electric
Vehicle Market Overview



United
States



The
number of electric vehicles (EVs) on U.S. roads is projected to reach 18.7 million in 2030, up from 1 million at the end of 2018. This
is about 7% of the 259 million vehicles (cars and light trucks) expected to be on U.S. roads in 2030. EV sales in the United States were
up 79% in 2018 while global EV sales grew 64% in the same year.



Canada



Sales
for 2018 were over 150% higher than 2017 and saw more EVs sold across the country in 2018 than in the previous three years combined.
Nearly 3% of all new vehicles are electric, a higher rate than in the United States.



Mexico



EV
sales in Latin America increased by 90% in 2018 due to growing demand in Mexico, Colombia and Costa Rica. While the Latin American EV
market is far smaller than East Asia, Europe and North America, accounting for less than 1% of global EV sales in 2018, it is starting
to grow thanks to a handful of incentives and targets. Mexico and Costa Rica, for example, exempt EVs from numerous taxes while Colombia
has an ambitious target of 600,000 EVs on its roads by 2030.



Companies
are also increasing their activity. BYD Co. now sells electric buses across the region and Tesla Inc. recently launched its best-selling
Model 3 in Mexico.



Caribbean



While
most Caribbean islands are rapidly modernizing their electric grids, the modernization of transportation systems has lagged. Is change
in the air? In November, the government of Bermuda signed a memorandum of understanding with the Rocky Mountain Institute (RMI), embracing
a plan to fully transition the island’s transportation sector to EVs.



The
case for EVs is strong in Bermuda, as it is across the Caribbean. With predominantly flat terrain and driving distances that are short
enough to eliminate “range anxiety,” EVs make perfect sense.



Caribbean
nations are uniquely positioned to reap major benefits from EVs with the abundance of sunshine that could provide renewable solar power
on a significant scale. EV adoption would also reduce reliance on fuel imports, which creates extreme economic vulnerability linked to
oil price fluctuations as well as contribute to disaster resilience through energy storage—EV batteries can serve as backup power
sources during hurricanes.



Competition
in the EV Market



The
EV market is highly competitive and evolving rapidly, with new manufacturers and distributors consistently entering the industry to satisfy
actual and expected growth in the demand for competitively priced vehicles. As a result, we expect that we will experience significant
competition from new and established manufacturers, marketers and distributors. These include niche manufacturers of specialty electric
vehicles, and large established manufacturers of automobiles. These, including manufacturers of EVs such as the Tesla Model S, the Chevrolet
Volt and the Nissan Leaf.



Most
of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources
than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support
of their products. Virtually all of our competitors have more extensive customer bases and broader customer and industry relationships
than we do. In addition, almost all of these companies have longer operating histories and greater name recognition than we do. Our competitors
may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market and sell their products
more effectively.



Other
Recent Developments



On
November 1, 2020, the Company entered into an Advisory Services and Consulting Agreement with a third party for a term of twelve (12)
months, and which may be terminated by either party after six (6) months, whereby the Company agrees to pay a non-refundable cash consulting
fee of $3,500 per month as well as consideration of a number of restricted common shares of the Company’s to be mutually determined
by the parties upon the Company’s listing on a U.S. national exchange.





On
December 23, 2020, the Company entered into a two-year redeemable stock purchase agreement (the “Series F SPA”) with a third
party for the purchase of shares of the Company’s Series F Preferred stock at a price of $1,000 per share. In addition, the Company
agreed to issued 3,000,000 Warrants, exercisable into one common share per warrant at an exercise price of $0.50, for a term of 5 years
and are not eligible for cashless exercise. On the date of the SPA, the third party purchased 1,500 Series F Preferred shares in exchange
for $1,500,000. Further, under the terms of the SPA, the third party agreed to purchase an additional 1,500 Series F Preferred shares
upon the filing by the Company of a registration statement with the Securities and Exchange Commission (the “Registration Statement”)
registering the common shares underlying the Series F Preferred shares and underlying the warrants. At the Company’s request, the
third party agrees to purchase an additional 1,000 Series F Preferred shares every thirty days (an “Additional Closing”)
as long as the Registration Statement remains effective and the Company’s average daily trading volume for the third trading days
prior to an Additional Closing is at least $500,000 per day.



42







On
January 29, 2021, the Company issued a preliminary prospectus (the “Registration Statement”) to offer and sell up to 10,000,000
common shares, which will consist of up to 3,000,000 common shares issuable upon exercise of outstanding warrants, and up to 7,000,000
common shares upon conversion of certain Series F Preferred shares of the Company.



On
April 21, 2021, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-1 to register a firm
commitment underwritten public offering of Units consisting of common shares and common share purchase warrants in the aggregate amount
of $15,000,000 (the “Offering”). The offering price of the Units will be determined between the underwriter and the Company
at the time of pricing, considering the Company’s historical performance and capital structure, prevailing market conditions, and
overall assessment of the Company’s business, and may be at a discount to the then current market price.



In
connection with the Offering, the Company has applied to list its common stock and warrants on the Nasdaq Capital Market under the symbols
“DSGT” and “DSGTW”. No assurance can be given that the Company’s application will be approved or that the
trading prices of its common stock on the OTCQB market will be indicative of the prices of its common stock if its common stock were
traded on the Nasdaq Capital Market. If the listing application is not approved by the Nasdaq Stock Market, the Company will not be able
to consummate the Offering and will terminate the Offering.



On
September 13, 2021, the Company entered into a securities purchase agreement with a third party. Pursuant to the agreement, the Company
received cash proceeds of $2,000,000 on September 13, 2021 in exchange for the issuance of an unsecured convertible promissory note in
the principal amount of $2,400,000, which was inclusive of a $400,000 original issue discount and bears interest at 9% per annum to the
holder. If the convertible note is not paid in full before December 12, 2021, an additional $100,000 of guaranteed interest will be added
to the note. An additional $100,000 of guaranteed interest will be added to the note on the 12th day of each succeeding month
during which any portion of the convertible note remains unpaid. Any principal or interest on the convertible note that is not paid when
due or during any period of default bears interest at 24% per annum.



In
the event of a default, the note is convertible at the price that is equal to a 40% discount to the lowest trading price of the Company’s
common shares during the 30 day trading period prior to the conversion date.



On
February 17, 2022, the Company entered into a Waiver of Conditions to the Share Purchase Agreement (the “SPA”) dated December
13, 2021. The Company received two payments in the amount of $250,000 on each of February 28, 2022 and March 31, 2022. The Company agrees
to repay these amounts, on an ongoing basis, with an amount equaling 20% of any gross proceeds collected by the Company until
such time that 250 shares of the Series F Preferred Stock issued pursuant to this agreement and the SPA are redeemed in full. Under the original terms of the SPA, the redemption required a 15% premium,
and due to the redemption being mandatory, the above transactions were treated as loans and not as mezzanine equity. A Redemption Premium
of $75,000 was recognized, and recorded as part of the loan.



During
the three months ended March 31, 2022, the Company made required payments in the amount of $20,411, which was applied against the loan
payable.



Material
Contracts



On
March 2, 2020, we entered into an advisory services agreement with a third party. Under the terms of this five-year agreement, the third
party has agreed to provide the Company with strategic brand and business positioning, strategic marketing, concept development and ongoing
strategic consulting services. In consideration of the services to be rendered by the third party, the Company has agreed to (1) make
a cash payment in the amount of $350,000 payable in several tranches following the Company’s completion of future financings of
the Company, and monthly payments of $10,000 following the first twelve months of the engagement, and (2) issue a five-year warrant to
purchase 2,829,859 at an exercise price of $0.25 per share, upon the execution of the agreement (the “First Warrant”), and
a five-year warrant to purchase such number the Company’s common shares that is equal to 10% of the Company’s common shares
calculated on a fully diluted basis as of the closing date of the future financing, at an exercise price per share equal to the 80% of
the price of the Company’s securities in such future financing lessthe number of shares represented by the First Warrant.
The warrants contains, among other provisions customary for the instruments of this nature, provisions pertaining to cashless exercise,
and two-year piggy-back registration rights which entitle the holders of the warrants to register the common shares underlying their
warrants alongside other registrable securities of the Company, subject to underwriter cutbacks in case of underwritten public offering(s)
of the Company’s securities, if any.



On
July 10, 2020, we signed a two-year operating lease agreement for retail, showroom and warehouse space in Fairfield, CA expiring on August
31, 2022 and with the first right of refusal for a 3–5-year lease extension, if written notice is provided prior to the expiration
of the current term. The annual rent for the premises starts at $93,000. The lease includes a rent-free period with rent payments commencing
on October 1, 2020.



On
July 14, 2020, we signed a three-year operating lease agreement expiring on July 31, 2023 for office space in Surrey, BC with two rights
to renew, each for an additional two-year term, if written notice is provided no later than 9 months prior to the expiration of the current
term. The annual base rent for the premises starts at CAD$51,552, with additional rent of CAD$1,551 per month for operating
expenses. The lease includes a rent-free period with rent payments commencing on November 1, 2020.



On
October 21, 2020, we entered into an Advisory Services and Data Delivery Agreement with a third party for a term of nine (9) months,
and which may be renewed for an additional nine (9) months upon mutual written agreement, whereby the Company agrees to issue 500,000
common shares for advisory services valued at $100,000 and 1,500,000 common shares valued at $300,000 for the purchase of sector-specific
data records for marketing purposes.



On
October 26, 2020, we entered into an amended Investor Relations Agreement with a third party for a term of twelve (months), expiring
on October 3, 2021, whereby the Company agrees to issue 100 Series B preferred shares convertible into 1,000,000 common shares and 1,000,000
warrants exercisable into common shares at an exercise price of $0.25 for a period of three years.



On
November 1, 2020, we entered into an Advisory Services and Consulting Agreement with a third party for a term of twelve (12) months,
and which may be terminated by either party after six (6) months, whereby the Company agrees to pay a non-refundable cash consulting
fee of $3,500 per month as well as consideration of an amount of restricted shares of the Company’s common stock to be determined
as mutually agreed upon by the parties upon the Company’s listing on a U.S. national exchange. (Encore)



43







On
December 23, 2020, we entered into a two-year redeemable stock purchase agreement (the “Series F SPA”) with a third party
for the purchase of shares of the Company’s Series F Preferred stock (“Series F”) at a price of $1,000 per share. In
addition, the Company agreed to issued 3,000,000 Warrants, exercisable into one common share per Warrant at an exercise price of $0.50,
for a term of 5 years and are not eligible for cashless exercise. On the date of the SPA, the third party purchased 1,500 shares of Series
F in exchange for $1,500,000. Further, under the terms of the SPA, the third party agreed to purchase an additional 1,500 shares of Series
F upon the filing by the Company of a registration statement with the Securities and Exchange Commission (the “Registration Statement”)
registering the shares underlying the Series F and underlying the Warrants. At the Company’s request, the third party agrees to
purchase an additional 1,000 shares of Series F every thirty days (an “Additional Closing”) as long as the Registration Statement
remains effective and the Company’s average daily trading volume for the third trading days prior to an Additional Closing is at
least $500,000 per day.



Description
of Property



Our
principal executive office is located at 207-15272 Croydon Drive, Surrey, BC, V3Z 0Z5 Canada, where we lease approximately 2,024 square
feet of office space. On July 14, 2020, the Company entered into a three-year operating lease agreement expiring on July 31, 2023 for
office space in Surrey, BC with two rights to renew, each for an additional two-year term, if written notice is provided no later than
9 months prior to the expiration of the current term. The annual base rent for the premises starts at CAD$51,552, with additional
rent of CAD$1,551 per month for operating expenses. The lease includes a rent-free period with rent payments commencing on November
1, 2020.



Imperium
Motors has an office located at 4670 Central Way, Unit D, Fairfield, California 94534, which is also the location of our Imperium Experience
Center. On July 10, 2020, the Company entered into a two-year operating lease agreement for retail, showroom and warehouse space in Fairfield,
CA expiring on August 31, 2022 and with the first right of refusal for a 3–5-year lease extension, if written notice is provided
prior to the expiration of the current term. The annual rent for the premises starts at $93,000. The lease includes a rent-free period
with rent payments commencing on October 1, 2020.



Intellectual
Property



General



Our
success will depend in part on our ability to protect our products and product candidates by obtaining and maintaining a strong proprietary
position both in the United States and in other countries. To develop and maintain our proprietary position, we will rely on patent protection,
trade secrets, know-how, continuing technological innovations and licensing opportunities. In that regard, we retain and rely on the
advice of legal counsel specialized in the field of intellectual property.



Patents



DSG
owns two U.S. patents:



|● | US
    Patent No. 8,836,490 for a “Vehicle Management” was issued September 16, 2014 and expires June 29, 2031. 
|- | ----------------------------------------------------------------------------------------------------------------
|  |                                                                                                                 
|● | US
    Patent No. 9,280,902 for a “Facilities Management” was issued March 8, 2016 and expires January 24, 2032.



Domain
Names



We
have registered and own the domain name of our websites www.vantage-tag.com, www.dsgtglobal.com, and www.imperiummotorcompany.com.



Copyright



We
own the common law copyright in the contents of our websites (www.vantage-tag.com, www.dsgtglobal.com, www.imperiummotorcompany.com)
and our various promotional materials.



Trademarks



We
own the common-law trademark rights in our corporate names, product names, and associated logos, including “DSG TAG”, “TAG
Golf”, “ECO TAG”, “TAG Text”, “TAG Touch”, “TAG”, “TAG Commercial”,
“TAG Military”, “Imperium”, and “Imperium Motors”. We have not applied to register any trademarks
with the U.S. Patent and Trademark Office or with any other national or multi-national trademark authority. We assert common law trademark
rights in our corporate name and those of our subsidiaries.



44







Employees



As
of the date of this quarterly report we have thirty full-time employees in general and administrative, operations, engineering, research
and development, business development, sales and marketing, and finance. We also engage independent contractors and consultants from
time to time on an as-needed basis to supplement our core staff.



Government
Regulation



As
a vehicle importer and distributor, we are required to ensure that all vehicles meet applicable safety and environmental standards. In
the United States, our vehicles must meet the applicable provisions of the U.S. Code of Federal Regulations (“CFR”) Title
49 — Transportation. This includes providing Manufacture Identification information (49 CFR Part 566), VIN-deciphering
information (49 CFR Part 565, and certifying that our vehicles meet or exceed the applicable sections of the Federal Motor Vehicle Safety
Standards (40 CFR Part 571) and Environmental Protection Agency noise emission standards (40 CFR 205).



In
Canada, issuance of the National Safety Mark (the “NSM”) by the Minister of Transport for Canada will be required to distribute
vehicles in Canada for the Canadian market. Receipt of the NSM is contingent on us demonstrating that our vehicles are designed and manufactured
to meet or exceed the applicable sections of the Canadian Motor Vehicle Safety Act (C.R.C. Chapter 1038) and that appropriate records
are maintained.



Automotive
dealers, including us and the members of our dealership network, are also regulated by, among other agencies, the Federal Trade Commission
(FTC) and the Federal Reserve Board. Congress even enhanced the FTC’s rulemaking authority over motor vehicle dealers as part of
the Wall Street Reform law. The major federal statutes and regulations that currently cover automobile dealers include the Truth in Lending
Act, Federal Consumer Leasing Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Gramm-Leach-Blilely Act, Federal Trade Commission
Act, etc.



In
addition to federal laws, motor vehicle dealers are subject to rigorous state laws and regulations, licensed in every state, and bonded
in virtually in every state. Dealers are subject to state consumer protection statutes, enforced by 50 state consumer protection agencies
and state attorneys general.



In
addition to regulations applicable to businesses in general, we may also be subject to direct regulation by governmental agencies, including
the FCC and Department of Defense.



Components
of Our Results of Operations



Revenue



We
derive revenue from four different sources, as follows:



| | ● | Systems
    sales revenue, which consists of the sales price paid by those customers who purchase or lease our TAG system hardware.                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                     
| | ● | Monthly
    service fees are paid by all customers for the wireless data fee charges required to operate the GPS tracking on the TAG
    systems.                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                     
| | ● | Monthly
    rental fees are paid by those customers that rent the TAG system hardware. The amount of a customer’s monthly payment
    varies based on the type of equipment rented (a TAG, a TAG and TEXT, or a TAG and INFINITY).                                                  
| |   |                                                                                                                                                                                                                                                                                     
| | ● | Programmatic
    advertising revenue is a new source of revenue that we believe has the potential to be strategic for us in the future. We
    are in the process of implementing and designing software to provide advertising and other media functionality on our INFINITY units.
| |   |                                                                                                                                                                                                                                                                                     
| | ● | Electronic
    fleet sales revenueis a new source of revenue which consists primarily of wholesale distribution sales of our electronic
    fleet including vehicles, e-bikes and e-scooters.                                                                                       



45







We
recognize revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured
based on the consideration the Company expects to receive in exchange for those products. In instances where final acceptance of the
product is specified by the customer, revenue is deferred until all acceptance criteria have been met. We accrue for warranty costs,
sales returns, and other allowances based on its historical experience.



Our
revenue recognition policies are discussed in more detail under “Note 3 – Summary of Significant Accounting Policies”
in the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.



Cost
of Revenue



Our
cost of revenue consists primarily of hardware purchases, wireless data fees, mapping, installation costs, freight expenses and inventory
adjustments.



| | ● | Hardware purchases.Our equipment purchases consist primarily of TAG system control units, TEXT display, and INFINITY displays. The TAG system
    control unit is sold as a stand-alone unit or in conjunction with our TEXT alphanumeric display or INFINITY high definition “touch
    activated” display. Hardware purchases also include costs of components used during installations, such as cables, mounting
    solutions, and other miscellaneous equipment.                                                                                                                                                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Wireless data fees.Our wireless data fees consist primarily of the data fees charged by outside providers of GPS tracking used in all of our
    TAG system control units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Mapping.Our
    mapping costs consist of aerial mapping, course map, geofencing, and 3D flyovers for golf courses. This cost is incurred at the time
    of hardware installation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Installation.Our
    installation costs consist primarily of costs incurred by our employed service technicians for the cost of travel, meals, and miscellaneous
    components required during installations. In addition, these costs also include fees paid to external contractors for installations
    on a project-by-project basis.                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Electronic fleet
    purchases. Our electronic fleet purchases consists of the landed cost of electronic vehicles, e-bikes and e-scooters which
    includes the cost of the unit, and any relevant freight and import fees.                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Freight expenses
    and Inventory adjustments. Our freight expenses consist primarily of costs to ship hardware to courses for installations.
    Our inventory adjustments include inventory write offs, write downs, and other adjustments to the cost of inventory.                                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Operating expenses
    & other income (expenses)We classify our operating expenses and other income (expenses) into six categories: compensation,
    general and administrative, warranty, foreign currency exchange, and finance costs. Our operating expenses consist primarily of sales
    and marketing, salaries and wages, consulting fees, professional fees, trade shows, software development, and allocated costs. Allocated
    costs include charges for facilities, office expenses, telephones and other miscellaneous expenses. Our other income (expenses) primarily
    consists of financing costs and foreign exchange gains or losses.



| | ● | Compensation expense.Our compensation expenses consist primarily of personnel costs, such as employee salaries, payroll expenses, and employee
    benefits. This includes salaries for management, administration, engineering, sales and marketing, and service support technicians.
    Salaries and wages directly related to projects or research and development are expensed as incurred to their operating expense category.         
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | General and administrative.
    Our general and administrative expenses consist primarily of sales and marketing, commissions, travel, trade shows, consultant fees,
    insurance, and compliance and other administrative functions, as well as accounting and legal professional services fees, allocated
    costs and other corporate expenses. Sales and marketing includes brand marketing, marketing materials, and media management.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | Warranty expense
    (recovery).Our warranty expenses consist primarily of associated material product costs, labor costs for technical support
    staff, and other associated overhead. Warranty costs are expensed as they are incurred.                                                                                                                                                                                                  



46







| | ● | Bad debt.Our
    bad debt expense consists primarily of amounts written down for doubtful accounts recorded on trade receivables.                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                             
| | ● | Depreciation and
    amortization.Our depreciation and amortization costs consist primarily of depreciation and amortization on fixed assets,
    equipment on lease and intangible assets.                                                                 
| |   |                                                                                                                                                                                                                                                             
| | ● | Foreign currency
    exchange.Our foreign currency exchange consists primarily of foreign exchange fluctuations recorded in Canadian dollar (CAD),
    British Pounds (GBP), or Euro (EUR) at the rates of exchange in effect when the transaction occurred.
| |   |                                                                                                                                                                                                                                                             
| | ● | Finance costs.Our
    finance costs consist primarily of investor interest expense, investor commission fees, and other financing charges for obtaining
    debt financing.                                                                                 



We
expect to continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including
increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with Section
404 of the Sarbanes-Oxley Act of 2002. In addition, we expect sales and marketing expenses to increase in absolute dollars in future
periods. In particular, we expect to incur additional marketing costs to support the expansion of our offerings in new markets like commercial
fleet management and agriculture.



Results
of Operations



The
following table summarizes key items of comparison and their related increase (decrease) for the three months ended March 31, 2022, and
2021:



|                                      |  | For the Three Months Ended |            |   | Increase  | 
|------------------------------------- |  | -------------------------- | ---------- | - | --------- | 
|                                      |  | 31-Mar-22                  |            |   | 31-Mar-21 | 
|                                      |  | ($)                        |            |   | ($)       | 
|Revenues                              |  |                            | 744,251    |   |           | 
|Cost of revenue                       |  |                            | 486,957    |   |           | 
|Gross profit                          |  |                            | 257,294    |   |           | 
|                                      |  |                            |            |   |           | 
|Operating expenses:                   |  |                            |            |   |           | 
|Compensation expense                  |  |                            | 455,954    |   |           | 
|General and administrative expense    |  |                            | 678,489    |   |           | 
|Bad debt expense                      |  |                            | 12,482     |   |           | 
|Depreciation and amortization expense |  |                            | 3,137      |   |           | 
|Total operating expenses              |  |                            | 1,150,062  |   |           | 
|Loss from operations                  |  |                            | (892,768   | ) |           | 
|                                      |  |                            |            |   |           | 
|Other income (expense)                |  |                            |            |   |           | 
|Foreign currency exchange             |  |                            | (28,433    | ) |           | 
|Other income                          |  |                            | -          |   |           | 
|Redemption premium                    |  |                            | (3,062     | ) |           | 
|Gain (Loss) on disposal               |  |                            | 3,960      |   |           | 
|Gain (Loss) on extinguishment of debt |  |                            | 10,240     |   |           | 
|Finance costs                         |  |                            | (556,612   | ) |           | 
|Total other expense                   |  |                            | (573,907   | ) |           | 
|                                      |  |                            |            |   |           | 
|Net loss                              |  |                            | (1,466,675 | ) |           | 



As
of March 31, 2022, the Company had signed contracts totaling over $2.75 million in gross sales, inclusive of recurring revenue on GPS
tracking system. Due to delays related to manufacturing and shipment of product, fulfilment was not yet completely satisfied for the
fleet management solution (GPS and Infinity), and only $744,251 was recognizable as a revenue stream including our new line of Shelby
and Vantage golf carts, for the three months ended March 31, 2022. As product becomes available, DSG expects to satisfy its performance
obligations on the remaining contracts for fleet management solution during the second quarter of fiscal 2022.



47







Comparison
of the three months ended March 30, 2022, and 2021:



Revenue



|        |  | For
                                            the Three Months Ended
    March
    31 |        
|------- |  | --------------------------------------------------------------------------------------- | -------
|        |  | 2022                                                                                    |        
|        |  |                                                                                         |        
|Revenue |  | $                                                                                       | 744,251



Revenue
increased by $357,145 or 92.3% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.



Sales
increased for the three months ended, year over year, as a result of the Company’s new licensed Shelby Golf Cart product release,
in addition to GPS Infinity sales. 80% or approximately $595,000 of the revenue recognized as of March 31, 2022 was associated to GPS
and Fleet management solution, the remaining 20% of the revenue is attributed to new line of Licensed Shelby golf carts and electric
low speed vehicle division.



Cost
of Revenue



|                |  | For
                                            the Three Months Ended
    March
    31, |        
|--------------- |  | ---------------------------------------------------------------------------------------- | -------
|                |  | 2022                                                                                     |        
|                |  |                                                                                          |        
|Cost of revenue |  | $                                                                                        | 486,957



Cost
of revenue increased by $356,265 or 272.6% for the three months ended March 31, 2022 as compared to the three months ended March 31,
2021. The table below outlines the differences in detail:



|                        |  | For the Three Months Ended |        
|----------------------- |  | -------------------------- | -------
|                        |  | March 31, 2022             |        
|Cost of goods           |  | $                          | 453,641
|Wireless fees           |  |                            | 30,417 
|Mapping & Freight Costs |  |                            | 2,899  
|                        |  | $                          | 486,957



Cost
of sales increased by 272.6% for the three months ended March 31, 2022. After introducing our new line of licensed Shelby golf carts,
our cost of goods and revenue expanded considerably. The increase in the cost of goods as compared to the three months ended March 31,
2021 is due to chip shortages, increase of manufacturing cost of our primary part of our technology, and increase of freight costs. Our
Wireless fees increased due to new satisfied installations of our fleet management solution (GPS and Infinity) which is correlated to
our increase of revenue.



48







Compensation
Expense





|                     |  | For
                                            the Three months ended
    March
    31, |        
|-------------------- |  | ---------------------------------------------------------------------------------------- | -------
|                     |  | 2022                                                                                     |        
|                     |  |                                                                                          |        
|Compensation expense |  | $                                                                                        | 455,954



Compensation
expense decreased by $807,430, or 63.9%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021.
This is related to a reduction of cost of labor of internal projects allocated to the GPS tracking system that came to completion by
the end of 2021 and beginning of 2022.



General
and Administration Expense



General
& administration expense increased by $276,946 or 69.0% for the three months ended March 31, 2022, compared to the three months ended
March 31, 2021. The table below outlines the differences in detail:



|                                                                              |  | For the Three Months Ended |        
|----------------------------------------------------------------------------- |  | -------------------------- | -------
|                                                                              |  | March 31, 2022             |        
|Accounting & legal                                                            |  | $                          | 24,261 
|Marketing & advertising                                                       |  |                            | 85,135 
|Subcontractor & commissions                                                   |  |                            | 139,967
|Hardware                                                                      |  |                            | 16,059 
|Amortization on ROU asset                                                     |  |                            | 969    
|Office expense, rent, software, bank & credit card charges, telephone & meals |  |                            | 411,738
|                                                                              |  | $                          | 678,489



The
overall increase in general and admin expenses was primarily due to increases in office expense, rent, software, bank & credit card
charges, telephone & meals, and marketing & advertising expense. The increased of these general and administration expenses are
related to the company’s participation on the annual PGA show, to introduce our Vantage golf cart line of products, Licensed Shelby
golf cart and new 10’ Infinity. Due to COVID, by the three months ended March 31 2021, the PGA show was performed online not incurring
in extra cost by the company to assist the annual show.



49







Foreign
Currency Exchange



|                               |  | For
                                            the Three Months Ended
    March
    31, |        
|------------------------------ |  | ---------------------------------------------------------------------------------------- | -------
|                               |  | 2022                                                                                     |        
|                               |  |                                                                                          |        
|Foreign currency exchange loss |  | $                                                                                        | (28,433



For
the three months ended March 31, 2022, we recognized a foreign exchange loss of $28,433 compared to a loss of $14,826 for the three months
ended March 31, 2021. The changes were due to changes in foreign currency rates on payables, receivables, loans and other foreign balances
denominated in currencies other than the functional currencies of the legal entities in which the transactions are recorded. Foreign
currency fluctuations are primarily from the United States dollar, Canadian dollar, Euro and British pound.



Gain
(Loss) on extinguishment of debt



|                                      |  | For
                                            the Three Months Ended
    March
    31, |       
|------------------------------------- |  | ---------------------------------------------------------------------------------------- | ------
|                                      |  | 2022                                                                                     |       
|                                      |  |                                                                                          |       
|Gain (Loss) on extinguishment of debt |  | $                                                                                        | 10,240



The
Company recorded a gain of $10,240 for the three months ended March 31, 2022 compared to a gain of $76,316 for the comparative period.
The Company recorded a gain for amounts owing to various vendors as not deemed payable or as settled. Loss was recorded in the comparative
period as a result of conversions of convertible debt and accrued interest.



Finance
Costs



|              |  | For
                                            the Three Months Ended
    March
    31, |         
|------------- |  | ---------------------------------------------------------------------------------------- | --------
|              |  | 2022                                                                                     |         
|              |  |                                                                                          |         
|Finance costs |  | $                                                                                        | (556,612



Finance
costs increased by $545,122 or 4744.3%, for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.
The increase is as a result of interest on convertible debt being recorded in the three months ended March 31, 2022, where none existed
in the prior comparable quarter.



50







Net
Loss



|         |  | For
                                            the Three Months ended
    March
    31, |           
|-------- |  | ---------------------------------------------------------------------------------------- | ----------
|         |  | 2022                                                                                     |           
|         |  |                                                                                          |           
|Net loss |  | $                                                                                        | (1,466,675



As
a result of the above factors, net loss increased by $115,104 or 8.5% for the three months ended March 31, 2022 as compared
to the three months ended March 31, 2021.



Liquidity
and Capital Resources



From
our incorporation on April 17, 2008 through March 31, 2022, we have financed our operations, capital expenditures and working capital
needs through the sale of common shares and the incurrence of indebtedness, including term loans, convertible loans, revolving lines
of credit and purchase order financing. As of March 31, 2022, we had $5,581,113 in total liabilities, the majority of which matures
within the next twelve months.



We
had cash in the amount of $285,433 as of March 31, 2022, as compared to $275,383 as of December 31, 2021. We had a working capital deficit
of $3,498,092 as of March 31, 2022 compared to working capital deficit of $2,314,163 as of December 31, 2021.



Liquidity
and Financial Condition



Our
financial position as of March 31, 2022, and December 31, 2021, and the changes for the periods then ended are as follows:



Working
Capital



|                    |  | March
31, 2022 |            |   | December 31, 2021 |  
|------------------- |  | -------------- | ---------- | - | ----------------- | -
|Current assets      |  | $              | 1,909,079  |   |                   | $
|Current liabilities |  | $              | 5,407,171  |   |                   | $
|Working capital     |  | $              | (3,498,092 | ) |                   | $



Cash
Flow Analysis



Our
cash flows from operating, investing, and financing activities are summarized as follows:



|                                          |  | March 31, |         
|----------------------------------------- |  | --------- | --------
|                                          |  | 2022      |         
|                                          |  |           |         
|Net cash used in by operating activities  |  | $         | (750,481
|Net cash used in investing activities     |  |           | 8,799   
|Net cash provided by financing activities |  |           | 729,589 
|Effect of exchange rate changes on cash   |  |           | 22,143  
|Net decrease in cash                      |  |           | 10,050  
|Cash at beginning of period               |  |           | 275,383 
|Cash at end of period                     |  | $         | 285,433 



Net
Cash Used in Operating Activities.



During
the three months ended March 31, 2022, cash used in operations totaled $750,481. This reflects the net loss of $1,466,675 adjusted
for $716,194 changes in non-cash working capital items and adjustments for non-cash items. Non-cash and working capital adjustments
consisted primarily of non-cash change in accretion of discounts on debt of $167,355, offset by increase in prepaid expense of $174,650,
increase in trade payables and accruals of $596,277, decrease in accounts receivable and other receivables of $165,574, and decrease
in lease receivable of $161,963.



Net
Cash Used in Investing Activities.



The
Company purchased equipment for $1,426, and disposed of equipment for proceeds of $10,225.



51







Net
Cash Provided by Financing Activities.



Net
cash from financing activities during the three months ended March 31, 2022 totaled $729,589, which mainly relates to $250,000 received
from issuing preferred shares and $500,000 received from notes payable partially offset by repayments made of $20,411 on notes payable.



Outstanding
Indebtedness



Our
current indebtedness as of March 31, 2022 is comprised of the following:



| | ● | Unsecured, convertible
    note payable to a former related party with an outstanding principal amount of $310,000, bearing interest at 5% per annum, mature
    and in default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ● | Senior secured, convertible
    note payable with an outstanding principal amount of $Nil, and a carrying value of $9,487 relating to an outstanding penalty;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ● | Unsecured, promissory note
    with carrying value of $1,926,263 and outstanding principal amount of $1,897,500, bearing interest at 9% per annum and 24% per annum
    in default, maturing June 20, 2022. If not repaid by December 12, 2021, an additional $100,000 of guaranteed interest will be added
    on December 12, 2021 and the 12th day of each succeeding month during which any portion of the convertible note remains unpaid. In
    the event of a default, the note is convertible at the price that is equal to a 40% discount to the lowest trading price of the Company’s
    common shares during the 30 day trading period prior to the conversion date;



| | ● | Unsecured
    loan payable with an outstanding principal amount of $31,490 (CAD$40,000). The loan is non-interest bearing and eligible for
    CAD$10,000 forgiveness if repaid by December 31, 2022. If not repaid by December 31, 2022, the loan bears interest at 5% per
    annum and is due on December 31, 2025;                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | Unsecured
    loan payable with an outstanding principal amount of $31,490 (CAD$40,000). The loan is non-interest bearing and eligible for
    CAD$10,000 forgiveness if repaid by December 31, 2022. If not repaid by December 31, 2022, the loan bears interest at 5% per
    annum and is due on December 31, 2025;                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | Unsecured loan payable
    with an outstanding principal amount of $30,065. The loan bears interest at 1% per annum and is due on May 21, 2022 with payments
    deferred for the first six months of the term;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | Secured loan payable with
    an outstanding principal amount of $150,000. The loan bears interest at 3.75% per annum and is due on June 5, 2050. The loan is secured
    by all tangible and intangible assets of Company. Fixed payments of $731 are due monthly and begin 12 months from the date of the
    loan which is applied against any accrued interest first.                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | Series
    F Preferred Stock payments, two payments of $250,000 received on each of February 28, 2022 and March 31, 2022. Until such time that
    the 5000 shares of the Series F Preferred Stock are redeemed in full, an amount equal to 20% of any gross proceeds collected
    by the Company are also required to be remitted. Under the original terms of the SPA, redemption of preferred F series shares
    requires a 15% premium payment on the face value. As such, a Redemption Premium of $75,000 was recognized, and recorded as interest
    expense, included as part of the loan, and will be repaid as part of the 20% gross sales remittance. As at March 31, 2022, there
    was a balance of $482,651 outstanding.



Related
Party Transactions



During
the three months ended March 31, 2022 the Company incurred $191,531 (2021 - $162,362) in salaries which includes a bonus of $30,000 (2021
- $87,362) in fees to the President, CEO, and CFO of the Company. The Company also repaid $28,118 of management fees and salaries previously
owing to the President, CEO, and CFO of the Company as of December 31, 2021. As at March 31, 2022, the Company owed $72,645 (December
31, 2021 - $28,118) to the President, CEO, and CFO of the Company for management fees and salaries. Amounts owed and owing are unsecured,
non-interest bearing, and due on demand.



On
March 4, 2021, the Company issued an aggregate of 16 shares of Series B convertible preferred shares to the Company’s board of
directors for past services. These preferred shares were valued at $849,600 based on the fair value of the underlying common stock. The
issuance is recorded under compensation expense.



|Director           |  | #
    of Preferred Shares
|------------------ |  | -------------------------
|Stephen Johnston   |  | 4                        
|James B Singerling |  | 4                        
|Robert Silzer      |  | 4                        
|Carol Cookerly     |  | 2                        
|Michael Leemhuis   |  | 2                        
|Total              |  | 16                       



The
Series B preferred stock convertible on a 1 for 100,000 basis into common shares.



52







Prospective
Capital Needs



We
estimate our operating expenses and working capital requirements for the twelve-month period to be as follows:



|Estimated Expenses for the Twelve-Month Period ending March 31, 2022
|--------------------------------------------------------------------
|General and administrative                                          
|Research and development                                            
|Marketing                                                           
|Sales and dealer network                                            
|Payroll overhead                                                    
|Service and maintenance                                             
|Assembly facility                                                   
|Inventory                                                           
|Total                                                               



As
noted earlier, during the three months ended March 31, 2022, cash used in operations totaled $750,481 and is expected to increase
in the future periods as the Company obtains more contract sales. At present, our cash requirements for the next 12 months outweigh the
funds available. Of the $20,237,500 that we require for the next 12 months, we had $285,433 in cash as of March 31, 2022, and
working capital deficit of $3,498,092. Our principal sources of liquidity are cash generated from product sales, securities purchase
agreements and debt financings. As at March 31, 2022, the Company had secured signed contracts of over $2.75 million of which
approximately $0.7 million was recognized in the first quarter of fiscal 2022. The Company expects to satisfy the
majority of its performance obligations during the second quarter of fiscal 2022 totaling approximately $1.0 million.
In order to achieve sustained profitability and positive cash flows from operations, we will need to increase revenue and/or reduce operating
expenses. Our ability to maintain, or increase, current revenue levels to achieve and sustain profitability will depend, in part, on
demand for our products.



In
order to improve our liquidity, we also plan to pursue additional equity financing from private investors and a registered public offering.
We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there
is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary
additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order
to be within the amount of capital resources obligations and execute our business plan. There can be no assurances that we will be able
to raise additional capital on acceptable terms or at all, which would adversely affect our ability to achieve our business objectives.



On
April 21, 2021, we filed with the Securities and Exchange Commission a Registration Statement on Form S-1 to register a firm commitment
underwritten public offering of Units consisting of common shares and common share purchase warrants in the aggregate amount of $15,000,000
(the “Offering”). The offering price of the Units will be determined between the underwriter and the Company at the time
of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our
business, and may be at a discount to the then current market price.



In
connection with the Offering, we have applied to list its common stock and warrants on the Nasdaq Capital Market under the symbols “DSGT”
and “DSGTW”. No assurance can be given that our application will be approved or that the trading prices of its common stock
on the OTCQB market will be indicative of the prices of its common stock if its common stock were traded on the Nasdaq Capital Market.
If the listing application is not approved by the Nasdaq Stock Market, we will not be able to consummate the Offering and will terminate
the Offering.



Off-Balance
Sheet Transactions



We
do not have any off-balance sheet arrangements.



Critical
Accounting Policies and Estimates



We
prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of consolidated financial statements also
requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and
related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there
are differences between our estimates and actual results, our future financial statements presentation, financial condition, results
of operations, and cash flows will be affected.



53







We
believe that the assumptions and estimates associated with revenue recognition, foreign currency and foreign currency transactions and
comprehensive loss have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our
critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our
condensed consolidated financial statements.



Item
3. Quantitative and Qualitative Disclosures About Market Risk



Not
Applicable



Item
4. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



The
phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as
this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such
information is accumulated and communicated to our management, including our interim chief executive officer, or Interim CEO, and chief
financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure.



Our
management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2021, the end of the period covered by this Quarterly
Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of June 30, 2021, our disclosure controls and procedures
were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to
disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our
CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.



Changes
in Internal Control



There
were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d)
or 15d-15(d) of the Exchange Act during the second quarter of 2021 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.



Limitations
on Effectiveness of Controls and Procedures



In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply
judgment in evaluating the benefits of possible controls and procedures relative to their costs.



54







PART
II: OTHER INFORMATION



ITEM
1. LEGAL PROCEEDINGS



On
September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335 plus interest of
$4,939. The invoice was not paid due to a service dispute. As at March 31, 2022, included in trade and other payables is $21,416
(December 31, 2021 - $29,329) related to this unpaid invoice, interest and legal fees.



ITEM
1A. RISK FACTORS



An
investment in our Company has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described
below and the other information in this Quarterly Report. If any of the following risks actually occur, our business, operating results
and financial condition could be harmed, and the value of our stock could go down. This means you could lose all or a part of your investment.



RISKS
RELATED TO OUR COMPANY



Our
limited operating history in key areas of our business may not serve as an adequate basis to judge our future prospects and results of
operations.



DSG
Global and our subsidiaries, Vantage Tag and Imperium Motors, have a relatively limited operating history in the business golf cart manufacturing
and electric vehicle marketing and distribution. Our limited operating history and the unpredictability of the golf and electric vehicle
industries make it difficult for investors to evaluate our business. An investor in our securities must consider the risks, uncertainties
and difficulties frequently encountered by companies in rapidly evolving markets.



We
do not currently have all arrangements in place that are required to fully execute our business plan.



To
sell our electric vehicles and PACER golf carts as envisioned we must enter into certain additional agreements and arrangements that
are not currently in place. These include entering into agreements with distributors, arranging for the transportation and storage for
our planned electric vehicles, arranging for a facility for the assembly of our electric vehicles, and obtaining battery and other essential
supplies in the quantities that we require. If we are unable to enter into such agreements or are only able to do so on terms that are
unfavorable to us, we may not be able to fully carry out our business plans.



55







We
have limited cash on hand and we will require a significant amount of capital to carry out our proposed business plan to import, market
and sell electric vehicles, to continue to expand our fleet management technology sales and service operations, and to manufacture, market
and sell our new line of PACER golf carts. There is no assurance that we will raise sufficient capital to execute our business plan or
to continue to fund operations of our Company. There is substantial doubt as to the ability of our Company to continue as a going concern.



We
incurred a comprehensive loss of $6,449,678 and $6,297,362 during the years ended December 31, 2021 and 2020, respectively. During the
three months ended March 31, 2022 we incurred a comprehensive loss of $1,515,564 compared to our comprehensive loss of $1,357,491
for the same period in 2021. We had cash of $285,433 as of March 31, 2022 and working capital deficit of $3,570,030, and we believe
that we will need significant additional equity financing to execute our business plan and to continue as a going concern, given that,
among other things:



| | ● | we have begun the importation
    and homologation of our range of electric vehicles, and we expect to incur significant ramp-up in costs and expenses through the
    establishment and supply of our dealership network and the fulfillment of anticipated product orders;                                                                                                                
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | we have endeavored to manufacture
    and assemble our new line of PACER golf carts in North America, and we anticipate significant ramp-up costs and expenses through
    the establishment of a manufacturing facility;                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | we anticipate that the
    gross profit generated from the sale of our electric vehicle and golf cart offerings will not be sufficient to cover our operating
    expenses until we achieve a high volume of sales, and our achieving profitability will depend, in part, on our ability to materially
    reduce the bill of materials and per unit manufacturing cost of our products; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | we do not anticipate that
    we will be eligible to obtain bank loans, or other forms of debt financing on terms that would be acceptable to us.                                                                                                                                                                                                                                           



We
anticipate generating a significant loss for the current fiscal year. The report of independent registered public accounting firm on
our audited financial statements includes an explanatory paragraph relating to our ability to continue as a going concern.



We
expect significant increases in costs and expenses to forestall profits for the foreseeable future, even if we generate increased revenues
in the near term. Our recently introduced and planned products might not become commercially successful. If we are to ever achieve profitability,
we must have a successful introduction and acceptance of our electric vehicles and golf carts, which may not occur. We expect that our
operating losses will increase substantially in 2021, and thereafter, and we also expect to continue to incur operating losses and to
experience negative cash flows for the next several years.



There
is no assurance that any amount raised through the Offering will be sufficient to continue to fund the operations of our Company.



We
will need additional financing to implement our business plan.



The
Company will need additional financing to fully implement its business plan in a manner that not only continues to expand an already
established direct-to-consumer approach, but also allows the Company to establish a stronger brand name in all the areas in which it
operates. In particular, the Company will need additional financing to:



| | ● | Effectuate its business
    plan and further develop its golf products and service division, and its electric vehicle marketing and distribution division;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                           
| | ● | Expand its facilities,
    human resources, and infrastructure; and                                                                                       
| |   |                                                                                                                                                           
| | ● | Increase its marketing
    efforts and lead generation.                                                                                                   



There
are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available,
the Company will need to reduce, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to
adequately fund our capital requirements could have a material adverse effect on the Company’s business, financial condition and
results of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the
Company’s stockholders and incurring additional indebtedness could involve the imposition of covenants that restrict the Company’s
operations.



56







We
currently have negative operating cash flows, and if we are unable to generate positive operating cash flows in the future our viability
as an operating business will be adversely affected.



We
have made significant up-front investments in research and development, sales and marketing, and general and administrative expenses
to rapidly develop and expand our business. We are currently incurring expenditures related to our operations that have generated a negative
operating cash flow. Operating cash flow may decline in certain circumstances, many of which are beyond our control. We might not generate
sufficient revenues in the near future. Because we continue to incur such significant future expenditures for research and development,
sales, marketing, general, and administrative expenses, we may continue to experience negative cash flow until we reach a sufficient
level of sales with positive gross margins to cover operating expenses. An inability to generate positive cash flow until we reach a
sufficient level of sales with positive gross margins to cover operating expenses or raise additional capital on reasonable terms will
adversely affect our viability as an operating business.



To
carry out our proposed business plan for the next 12 months to develop, manufacture, sell and service electric vehicles we will require
additional capital.



To
carry out our proposed business plan for the next 12 months, we estimate as of March 31, 2022, that we will need approximately $20 million
in addition to cash on hand. If cash on hand, revenue from the sale of our cars, if any, and cash received upon the exercise of outstanding
warrants, if any are exercised, are not sufficient to cover our cash requirements, we will need to raise additional funds through the
sale of our equity securities, in either private placements or registered offerings and/or shareholder loans. If we are unsuccessful
in raising enough funds through such capital-raising efforts we may review other financing possibilities such as bank loans. Financing
might not be available to us or, if available, may not be available on terms that are acceptable to us.



Our
ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market
conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing
unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay
or cancel our planned activities or substantially change our current corporate structure. We might not be able to obtain any funding,
and we might not have sufficient resources to conduct our business as projected, either of which could mean that we would be forced to
curtail or discontinue our operations.



Terms
of future financings may adversely impact your investment.



We
may have to engage in common equity, debt or preferred stock financing in the future. Your rights and the value of your investment in
our securities could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred
stock could be issued in series from time to time with such designation, rights, preferences and limitations as needed to raise capital.
The terms of preferred stock could be more advantageous to those investors than to the holders of common shares. In addition, if we need
to raise equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly
more, favorable than the terms of your investment. Common shares which we sell could be sold into any market which develops, which could
adversely affect the market price.



Our
future growth depends upon consumers’ willingness to adopt our range of electric vehicles.



Our
growth highly depends upon the adoption by consumers of, and we are subject to an elevated risk of, any reduced demand for alternative
fuel vehicles in general and electric vehicles in particular. If the market for low speed or for high speed electric vehicles does not
develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and operating results will
be negatively impacted. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing
technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle
announcements and changing consumer demands and behaviors. Factors that may influence the adoption of alternative fuel vehicles, and
specifically electric vehicles, include:



| | ● | perceptions about electric
    vehicle quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse
    events or accidents occur that are linked to the quality or safety of electric vehicles;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



57







| | ● | the limited range over
    which electric vehicles may be driven on a single battery charge;                                                                                          
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                       
| | ● | the decline of an electric
    vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;                                                      
| |   |                                                                                                                                                                                       
| | ● | concerns about electric
    grid capacity and reliability, which could derail our efforts to promote electric vehicles as a practical solution to vehicles which
    require gasoline;
| |   |                                                                                                                                                                                       
| | ● | the availability of alternative
    fuel vehicles, including plug-in hybrid electric vehicles;                                                                                        
| |   |                                                                                                                                                                                       
| | ● | the availability of service
    for electric vehicles;                                                                                                                                
| |   |                                                                                                                                                                                       
| | ● | volatility in the cost
    of oil and gasoline;                                                                                                                                       
| |   |                                                                                                                                                                                       
| | ● | government regulations
    and economic incentives promoting fuel efficiency and alternate forms of energy;                                                                           
| |   |                                                                                                                                                                                       
| | ● | access to charging stations,
    standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric
    vehicle;        



The
influence of any of the factors described above may cause current or potential customers not to purchase our electric vehicles, which
would materially adversely affect our business, operating results, financial condition and prospects.



The
range of our electric vehicles on a single charge declines over time which may negatively influence potential customers’ decisions
whether to purchase our vehicles.



The
range of our electric vehicles on a single charge declines principally as a function of usage, time and charging patterns. For example,
a customer’s use of their vehicle as well as the frequency with which they charge the battery of their vehicle can result in additional
deterioration of the battery’s ability to hold a charge. Battery deterioration will be variable as between our various offered
vehicles. Such battery deterioration and the related decrease in range may negatively influence potential customer decisions whether
to purchase our vehicles, which may harm our ability to market and sell our vehicles.



If
we are unable to keep up with advances in electric vehicle technology, we may suffer a decline in our competitive position.



We
may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position.
Any failure to keep up with advances in electric vehicle technology would result in a decline in our competitive position which would
materially and adversely affect our business, prospects, operating results and financial condition. Our research and development efforts
may not be sufficient to adapt to changes in electric vehicle technology. As technologies change, we plan to upgrade or adapt our vehicles
and introduce new models to continue to provide vehicles with the latest technology, and particularly battery cell technology. However,
our vehicles may not compete effectively with alternative vehicles if we are not able to source and integrate the latest technology into
our vehicles. For example, we do not manufacture battery cells which makes us depend upon other suppliers of battery cell technology
for our battery packs.



Demand
in the vehicle industry is highly volatile.



Volatility
of demand in the vehicle industry may materially and adversely affect our business, prospects, operating results and financial condition.
The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for automobile
sales depends to a large extent on general, economic, political and social conditions in a given market and the introduction of new vehicles
and technologies. As a new start-up manufacturer, we will have fewer financial resources than more established vehicle manufacturers
to withstand changes in the market and disruptions in demand.



We
depend on third parties for our electric vehicle manufacturing needs.



The
delivery of our licensed vehicles to future customers and the revenue derived therefrom depends on the ability of our suppliers, including
Jonway and Skywell, to fulfil their obligations under their respective license and distribution agreement with our company. Fulfilment
of these obligations is outside of our control and depends on a variety of factors, including their respective operations, financial
condition and geopolitical and economic risks that could affect China. The novel coronavirus (COVID-19) pandemic or measures taken by
the Chinese government relating thereto may also result in non-performance by our suppliers. If they are unable to fulfil their obligations
or are only able to partially fulfil their obligations under our existing agreements with them, or if they are forced to terminate our
agreements with them, either as a result of the coronavirus outbreak, the Chinese government’s measures relating thereto or otherwise,
we will not be able to produce or sell our licensed vehicles in the volumes anticipated and on the timetable that we anticipate, if at
all.



58







The
impact of the novel coronavirus (COVID-19) pandemic on the global economy and our operations remains uncertain, which could have a material
adverse impact on our business, results of operations and financial condition and on the market price of our common shares.



In
December 2019, a strain of novel coronavirus (now commonly known as COVID-19) was reported to have surfaced in Wuhan, China. COVID-19
has since spread rapidly throughout many countries, and, on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic.
In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, Canada and China, have imposed
unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries
that have had significant outbreaks of COVID-19. Although our manufacturing partners now report that their operations have largely recovered,
significant uncertainty remains as to the potential impact of the COVID-19 pandemic on our and our partners’ operations (including,
without limitation, staffing levels), supply chains for parts and sales channels for our products, and on the global economy as a whole.
It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return
to prior levels. The COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent weeks. A continuation
or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to
access capital, on our business, results of operations and financial condition, and on the market price of our common shares.



We
are subject to order and shipment uncertainties. Inaccuracies in our estimates of customer demand and product mix could negatively affect
our inventory levels, sales and operating results.



We
derive revenue primarily from customer purchase orders rather than long-term purchase commitments. To ensure availability of our products,
in some cases we may start manufacturing based on forecasts provided by customers in advance of receiving purchase orders from them.
In some cases, our supply chain has been affected by both tariffs or cost premiums imposed by national governments or as a result of
the COVID-19 pandemic. Our customers can cancel purchase orders or defer the shipments of our products under certain circumstances with
little or no advance notice to us. Some of our products are manufactured according to our estimates of customer demand, which requires
us to make demand forecast assumptions for every customer, and which may introduce significant variability into our aggregate estimate.
We typically sell to distributors and end users, and we consequently have limited visibility into future end-user demand, which could
adversely affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes
which do not materialize. If we manufacture more products than we are able to sell to our customers or distributors, we will incur losses
and our results of operation and financial condition will be harmed.



Our
sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and
increasing the sales of our products.



To
grow our business, we must add new customers for our products in addition to retaining and increasing sales to our current customers.
Our ability to attract new customers will depend in part on the success of our sales and marketing efforts. There can be no guarantee
that we will be successful in implementing our sales and marketing strategy. If suitable sales channels do not develop, we may not be
able to sell certain of our products in significant volumes and our operating results, business and prospects may be harmed.



We
are subject to numerous environmental and health and safety laws and any breach of such laws may have a material adverse effect on our
business and operating results.



We
are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and other legal requirements.
These laws relate to the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous
substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors
(which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These legal
requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/or requirements
would have a material adverse effect on our Company and its operating results.



59







Our
vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse
effect on our business and operating results.



All
vehicles sold must comply with federal, state and provincial motor vehicle safety standards. In both Canada and the United States vehicles
that meet or exceed all federally mandated safety standards are certified under the federal regulations. In this regard, Canadian and
U.S. motor vehicle safety standards are substantially the same. Rigorous testing and the use of approved materials and equipment are
among the requirements for achieving federal certification. Failure by us to have the SOLO, the Tofino or any future model EV satisfy
motor vehicle standards would have a material adverse effect on our business and operating results.



If
we are unable to reduce and adequately control the costs associated with operating our business, including our costs of manufacturing,
sales and materials, our business, financial condition, operating results and prospects will suffer.



If
we are unable to reduce and/or maintain a sufficiently low level of costs for designing, manufacturing, marketing, selling and distributing
and servicing our electric vehicles relative to their selling prices, our operating results, gross margins, business and prospects could
be materially and adversely impacted.



We
have very limited experience servicing our vehicles. If we are unable to address the service and warranty requirements of our future
customers our business will be materially and adversely affected.



If
we are unable to address the service requirements of our future customers our business and prospects will be materially and adversely
affected. In addition, we anticipate the level and quality of the service we will provide our customers will have a direct impact on
the success of our future vehicles. If we are unable to offer satisfactory service to our customers, our ability to generate customer
loyalty, grow our business and sell additional vehicles could be impaired.



We
will continue to encounter substantial competition in our business.



The
Company believes that existing and new competitors will continue to improve their products and services, as well as introduce new products
and services with competitive price and performance characteristics. The Company expects that it must continue to innovate, and to invest
in product development and productivity improvements, to compete effectively in the several markets in which the Company participates.
The Company’s competitors could develop a more efficient product or service or undertake more aggressive and costly marketing campaigns
than those implemented by the Company, which could adversely affect the Company’s marketing strategies and have an adverse effect
on the Company’s business, financial condition and results of operations.



Important
factors affecting the Company’s current ability to compete successfully include:



| | ● | lead generation and marketing
    costs;
| | - | ----------------------------------------
| |   |                                         
| | ● | service delivery protocols;             
| |   |                                         
| | ● | branded name advertising;
    and       
| |   |                                         
| | ● | product and service pricing.            



In
periods of reduced demand for the Company’s products and services, the Company can either choose to maintain market share by reducing
product and service pricing to meet the competition, or maintain its product and service pricing, which would likely sacrifice market
share. Sales and overall profitability may be reduced in either case. In addition, there can be no assurance that additional competitors
will not enter the Company’s existing markets, or that the Company will be able to continue to compete successfully against its
competition.



The
unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business,
financial condition, operating results and prospects.



Any
reduction, elimination or discriminatory application of government subsidies and economic incentives that are offered to purchasers of
EVs or persons installing home charging stations, the reduced need for such subsidies and incentives due to the perceived success of
the electric vehicle, fiscal tightening or other reasons may result in the diminished competitiveness of the alternative fuel vehicle
industry generally or our electric vehicles in particular. This could materially and adversely affect the growth of the alternative fuel
automobile markets and our business, prospects, financial condition and operating results.



60







If
we fail to manage future growth effectively, we may not be able to market and sell our vehicles successfully.



Any
failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial
condition. We plan to expand our operations in the near future in connection with the planned marketing and sale of our licensed vehicles
and our PACER golf carts. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.
Risks that we face in undertaking this expansion include:



| | ● | training new personnel                                                              
| | - | ------------------------------------------------------------------------------------
| |   |                                                                                     
| | ● | forecasting production,
    sales and revenue;                                      
| |   |                                                                                     
| | ● | controlling expenses and
    investments in anticipation of expanded operations;    
| |   |                                                                                     
| | ● | establishing or expanding
    design, manufacturing, sales and service facilities;  
| |   |                                                                                     
| | ● | implementing and enhancing
    administrative infrastructure, systems and processes;
| |   |                                                                                     
| | ● | addressing new markets;
    and                                                     
| |   |                                                                                     
| | ● | establishing international
    operations.                                          



We
intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians, for
our electric vehicles and golf carts. Competition for individuals with experience in designing, manufacturing and servicing electric
vehicles is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future.
The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.



Our
business may be adversely affected by labor and union activities.



Although
none of our employees are currently represented by a labor union, it is common throughout the automobile industry generally for many
employees at automobile companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages.
We will also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and
freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial
condition or operating results. If a work stoppage occurs within our business, or that of our key suppliers, it could delay the manufacture
and sale of our electric vehicles and have a material adverse effect on our business, prospects, operating results or financial condition.
Additionally, if we expand our business to include full in-house manufacturing of our vehicles, our employees might join or form a labor
union and we may be required to become a union signatory.



We
may become subject to product liability claims or other litigation, which could harm our financial condition and liquidity if we are
not able to successfully defend or insure against such claims.



There
is the potential that we could be party to disputes for which an adverse outcome could result in us incurring significant expenses, being
liable for damages, and subject to indemnification claims. In connection with any disputes or litigation in which we are involved, we
may be forced to incur costs and expenses in connection with defending ourselves or in connection with the payment of any settlement
or judgment or compliance with any injunctions in connection, therewith, if there is an unfavorable outcome. The expense of defending
litigation may be significant, as is the amount of time to resolve lawsuits unpredictable and defending ourselves may divert management’s
attention from the day-to-day operations of our business, which could adversely affect our business, results of operations, financial
condition, and cash flows. Additionally, an unfavorable outcome in any such litigation could have a material adverse effect on our business,
results of operations, financial condition and cash flows.



Without
limiting the foregoing, we may become subject to product liability claims, which could harm our business, prospects, operating results
and financial condition. The automobile industry experiences significant product liability claims and we face inherent risk of exposure
to claims in the event our vehicles do not perform as expected or malfunction resulting in personal injury or death. Our risks in this
area are particularly pronounced given we have limited field experience of our vehicles. A successful product liability claim against
us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity
about our vehicles and business and inhibit or prevent commercialization of other future vehicle candidates which would have a material
adverse effect on our brand, business, prospects and operating results. We plan to maintain product liability insurance for all our vehicles,
but any such insurance might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary
damages either in excess of our coverage or outside of our coverage may have a material adverse effect on our reputation, business and
financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or
at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.



61







What’s
more, a highly publicized complaint or claim, whether or not justified and whether or not resulting in litigation, could adversely affect
the market’s perception of our product, resulting in a decline in demand for our product and could divert the attention of our
management, having a materially adverse effect our business, financial condition, results of operations and prospects.



We
rely on key executive officers, and their knowledge of our business and technical expertise would be difficult to replace.



We
are highly dependent on our executive officers, including our Chief Executive Officer, Robert Silzer, Rick Curtis, the President and
CEO of our automotive division Imperium Motors. If the Company’s senior executive or other key personnel are unable or unwilling
to continue in their present positions, the Company may not be able to replace them easily or at all, and the Company’s business
may be disrupted. Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and we may
not be able to retain the services of our senior executives or attract and retain high-quality senior executives in the future. Such
failure could have a material adverse effect on the Company’s business, financial condition and results of operations.



If
we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired,
which could adversely affect our operating results, our ability to operate our business and our stock price.



We
must ensure that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements
on a timely basis. We have tested our internal controls and identified a material weakness and may find additional areas for improvement
in the future. Remediating this material weakness will require us to hire and train additional personnel. Implementing any future changes
to our internal controls may require compliance training of our directors, officers and employees, entail substantial costs to modify
our accounting systems and take a significant period of time to complete. Such changes may not, however, be effective in establishing
the adequacy of our internal control over financial reporting, and our failure to produce accurate financial statements on a timely basis,
could increase our operating costs and could materially impair our ability to operate our business. In addition, investors’ perceptions
that our internal control over financial reporting is inadequate or that we are unable to produce accurate financial statements may materially
adversely affect our stock price.



Protecting
our intellectual property is necessary to protect our brand.



We
may not be able to protect important intellectual property and we could incur substantial costs defending against claims that our products
infringe on the proprietary rights of others. Our ability to compete effectively will depend, in part, on our ability to protect our
proprietary system-level technologies, systems designs, and manufacturing processes.



We
will rely on patents, trademarks, and other policies and procedures related to confidentiality to protect our intellectual property.
However, some of our intellectual property is not covered by any patent or patent application. We could incur substantial costs in prosecuting
or defending patent infringement suits or otherwise protecting our intellectual property rights. While we have attempted to safeguard
and maintain our proprietary rights, we do not know whether we have been or will be completely successful in doing so. Moreover, patent
applications and enforcement, thereof, filed in foreign countries may be subject to laws, rules and procedures that are substantially
different from those of the United States, and any resulting foreign patents may be difficult and expensive to enforce. We could incur
substantial costs in prosecuting or defending trademark infringement suits.



Further,
our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours.
In the event we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, and
we do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all.



Failure
to obtain needed licenses could delay or prevent the development, manufacture, or sale of our products, and could necessitate the expenditure
of significant resources to develop or acquire non-infringing intellectual property.



62







Asserting,
defending and maintaining our intellectual property rights could be difficult and costly and failure to do so may diminish our ability
to compete effectively and may harm our operating results. As a result, we may need to pursue legal action in the future to enforce our
intellectual property rights, to protect our trade secrets and domain names, and to determine the validity and scope of the proprietary
rights of others. If third parties prepare and file applications for trademarks used or registered by us, we may oppose those applications
and be required to participate in proceedings to determine the priority of rights to the trademark.



Similarly,
competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights
relating to products or technology that block or compete with ours. We may have to participate in interference proceedings to determine
the priority of invention and the right to a patent for the technology.



Confidentiality
agreements to which we are party may be breached, and we may not have adequate remedies for any breach. Also, our trade secrets may also
be known without breach of such agreements or may be independently developed by competitors. Inability to maintain the proprietary nature
of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.



Acquisitions
may expose us to additional risks.



We
may acquire or make investments in businesses, technologies or products, whether complementary or otherwise, as a means to expand our
business, if appropriate opportunities arise. There can be no assurance that we will be able to identify suitable candidates or consummate
these transactions on favorable terms. If required, the financing for these transactions could result in an increase in our indebtedness,
dilute the interests of our stockholders or both. The purchase price for some acquisitions may include additional amounts to be paid
in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquired business.
If the performance of any such acquired business exceeds such operating results, then we may incur additional charges and be required
to pay additional amounts. Acquisitions including strategic investments or alliances entail numerous risks, which may include:



| | ● | difficulties in integrating
    acquired operations or products, including the loss of key employees from, or customers of, acquired businesses;        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                         
| | ● | diversion of management’s
    attention from our existing businesses;                                                                                   
| |   |                                                                                                                                                         
| | ● | adverse effects on existing
    business relationships with suppliers and customers;                                                                    
| |   |                                                                                                                                                         
| | ● | adverse impacts of margin
    and product cost structures different from those of our current mix of business; and                                      
| |   |                                                                                                                                                         
| | ● | conforming standards, controls,
    procedures, accounting and other policies, business cultures, and compensation structures between the two companies.



Many
of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases
in the amount of expected revenues, which could materially adversely impact our business, financial condition, and results of operations.
In addition, even if we are able to successfully integrate acquired businesses, the full benefits, including the synergies, cost savings,
revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All of these factors
could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and
financial condition.



RISKS
ASSOCIATED WITH OUR COMMON STOCK



If
we issue additional shares in the future our existing shareholders will experience dilution.



Our
certificate of incorporation authorizes the issuance of up to 325,000,000 shares of common stock with a par value of $0.001. Our Board
of Directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the
future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our
common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting
power of all current shareholders. Further, such issuance may result in a change of control of our corporation.



63







The
price of our common stock could be volatile and could decline following the Offering at a time when you want to sell your holdings.



Numerous
factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors
include:



| | ● | quarterly variations in
    our results of operations or those of our competitors;                                                                               
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                  
| | ● | delays in the establishment
    of manufacturing, assembly, and storage facilities for the distribution of our products;                                         
| |   |                                                                                                                                                                  
| | ● | announcements by us or
    our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;                
| |   |                                                                                                                                                                  
| | ● | intellectual property infringements;                                                                                                                             
| |   |                                                                                                                                                                  
| | ● | our ability to develop
    and market new and enhanced products on a timely basis;                                                                               
| |   |                                                                                                                                                                  
| | ● | commencement of, or our
    involvement in, litigation;                                                                                                          
| |   |                                                                                                                                                                  
| | ● | major changes in our Board
    of Directors or management, including the departure of Mr. Silzer;                                                                
| |   |                                                                                                                                                                  
| | ● | changes in governmental
    regulations;                                                                                                                         
| |   |                                                                                                                                                                  
| | ● | changes in earnings estimates
    or recommendations by securities analysts;                                                                                     
| |   |                                                                                                                                                                  
| | ● | the impact of the COVID-19
    pandemic on capital markets;                                                                                                      
| |   |                                                                                                                                                                  
| | ● | our failure to generate
    material revenues;                                                                                                                   
| |   |                                                                                                                                                                  
| | ● | our public disclosure of
    the terms of this financing and any financing which we consummate in the future;                                                    
| |   |                                                                                                                                                                  
| | ● | any acquisitions we may
    consummate;                                                                                                                          
| |   |                                                                                                                                                                  
| | ● | announcements by us or
    our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments;



| | ● | frustration or cancellation
    of key contracts;                          
| | - | ---------------------------------------------------------------------------
| |   |                                                                            
| | ● | short selling activities;                                                  
| |   |                                                                            
| | ● | changes in market valuations
    of similar companies; and                 
| |   |                                                                            
| | ● | general economic conditions
    and slow or negative growth of end markets.



Securities
class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation
could result in substantial costs to us and divert our management’s attention and resources.



Moreover,
securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to operating performance
of particular companies, such as the uncertainty associated with the COVID-19 pandemic. These market fluctuations may adversely affect
the price of our common stock and other interests in our company at a time when you want to sell your interest in us.



Our
common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.



Our
common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as
quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause
the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market
in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can
offer no assurances that the market for our common stock will be stable or appreciate over time.



64







Future
sales or perceived sales of our common stock could depress our stock price.



If
the holders of our presently issued our future issued common stock were to attempt to sell a substantial amount of their holdings at
once, the market price of our common stock could decline. Moreover, the perceived risk of this potential dilution could cause shareholders
to attempt to sell their shares and investors to short the common stock, a practice in which an investor sells shares that he or she
does not own at prevailing market prices, hoping to purchase shares later at a lower price to cover the sale. As each of these events
would cause the number of shares of our common stock being offered for sale to increase, our common stock market price would likely further
decline. All of these events could combine to make it very difficult for us to sell equity or equity-related securities in the future
at a time and price that we deem appropriate.



Our
stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice
requirements, which may limit a stockholder’s ability to buy and sell our stock.



Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s
confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny
stock rules may affect the ability of broker-dealers to trade our securities. We believe the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.



FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.



In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above for a discussion of
penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds
for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect
on the market for our shares.



Provisions
in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the
acquisition would be favorable to you, thereby adversely affecting existing shareholders.



Our
articles of incorporation and bylaws contain provisions that may have the effect of making more difficult or delaying attempts by others
to obtain control of our Company, even when these attempts may be in the best interests of our shareholders. For example, our articles
of incorporation authorize our Board of Directors, without stockholder approval, to issue one or more series of preferred stock, which
could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions
and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management,
including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices. These
provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.



65







Because
Robert Silzer, our Chief Executive Officer and Chairman, controls a significant number of shares of our voting capital stock, he has
effective control over actions requiring stockholder approval.



Robert
Silzer, our Chairman and Chief Executive Officer, holds 2,019 shares of our common stock and 150,376 shares of Series A Preferred stock,
which are entitled to vote with holders of the common stock as a class at the rate of 665 votes per share of Series A Preferred stock
(100,000,040 votes, or approximately 75.0% of votes). In addition, our Directors James Singerling and Stephen Johnston each holds 25,000
shares of Series A Preferred stock (16,625,000 votes, or approximately 12.5% of aggregate votes each). As a result, Mr. Silzer, Singerling
and Johnston control 133,250,040 or approximately 100% of shares entitled to vote, and have the ability to control the outcome of matters
submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially
all of our assets. In addition, they have the ability to control the management and affairs of our company. Accordingly, any investors
who purchase shares will be minority shareholders and as such will have little to no say in the direction of us and the election of directors.
Additionally, this concentration of ownership might harm the market price of our common stock by:



| | ● | delaying, deferring or
    preventing a change in corporate control;                                             
| | - | -----------------------------------------------------------------------------------------------------------------
| | ● | impeding a merger, consolidation,
    takeover or other business combination involving us; or                    
| | ● | discouraging a potential
    acquirer from making a tender offer or otherwise attempting to obtain control of us.



We
may never pay dividends to our common stockholders.



So
long as any shares of our senior ranking Series A, B, C, D, or E Preferred Stock are outstanding, the Company may not declare, pay or
set apart for payment any dividend or make any distribution on the common stock. Furthermore, each of the 2,725 shares of Series F Preferred
stock outstanding as of the date of this Quarterly report is entitled, until converted or redeemed, to receive cumulative dividends of
10% per annum, payable quarterly, in cash or Preferred Shares.



Subject
to our obligation to pay Series F Preferred stock dividends, and regardless of restrictions imposed by our other series of Preferred
Stock, we currently intend to retain all available funds and any future earnings for use in the operation of our business and do not
anticipate paying any non-compulsory dividends on our preferred stock or common stock in the foreseeable future, if at all. Any future
determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition,
results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant.
Any return to stockholders will therefore be limited to the increase, if any, of our share price that stockholders may be able to realize
if they sell their shares.



RISKS
RELATED TO THE PROSPECTIVE PUBLIC OFFERING OF OUR COMMON STOCK AND WARRANTS AND REVERSE STOCK SPLIT



Investors
in the Offering will experience immediate and substantial dilution in net tangible book value.



The
public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of common stock.
As a result, investors in the Offering will incur immediate dilution. Investors in the Offering will pay a price per share that substantially
exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of
how the value of your investment will be diluted upon the completion of the Offering. See “Dilution” for a more complete
description of how the value of your investment will be diluted upon the completion of the Offering.



Participation
in the Offering by certain of our directors and their affiliates would reduce the available public float for our shares.



It
is possible that one or more of our directors or their affiliates or related parties could purchase common stock and warrants in the
Offering at the public offering price and on the same terms as the other purchasers in the Offering. However, these persons or entities
may determine not to purchase any shares or warrants in the Offering, or the underwriter may elect not to sell any shares or warrants
in the Offering to such persons or entities. Any purchases by our directors or their affiliates or related parties would reduce the available
public float for our shares because such shareholders would be subject to volume restrictions on the resale of the common stock and warrants
\pursuant to applicable securities laws. As a result, any purchase of common stock and warrants by such shareholders in the Offering
may reduce the liquidity of our common stock relative to what it would have been had these common stock and warrants been purchased by
investors that were not affiliated with us.



66







Our
management will have broad discretion over the use of proceeds from the Offering and may not use the proceeds effectively.



Our
management will have broad discretion over the use of proceeds from the Offering. We intend to use the net proceeds from the Offering
to provide funding for the following purposes: research and development; engineering, operations, quality inspection, information technology
and sales force expansion; marketing and sales and working capital. Our management will have considerable discretion in the application
of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being
used appropriately. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value
of our securities.



Our
expected use of net proceeds from the Offering represents our current intentions based upon our present plans and business condition.
As of the date of this Quarterly Report, we cannot predict with certainty all of the particular uses for the net proceeds to be received
upon the completion of the Offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors,
including amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our
management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding
the application of the net proceeds of the Offering.



The
failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds
from the Offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to
our stockholders. If we do not invest or apply the net proceeds from the Offering in ways that enhance stockholder value, we may fail
to achieve expected financial results, which could cause our stock price to decline.



Warrants
are speculative in nature.



The
Warrants offered in the Offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right
to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period
of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the common stock
and pay an exercise price of $[_] per share (100% of the assumed public offering price per Unit), prior to five years from the date of
issuance, after which date any unexercised Warrants will expire and have no further value. In addition, there is no established trading
market for the Warrants and, although we have applied to list the warrants on Nasdaq, there can be no assurance that an active trading
market will develop.



Holders
of the Warrants will have no rights as a common stockholder until they acquire our common stock.



Until
holders of the Warrants acquire shares of our common stock upon exercise of the Warrants, the holders will have no rights with respect
to shares of our common stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise
the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise.



There
is no established market for the Warrants to purchase shares of our common stock being offered in the Offering.



There
is no established trading market for the warrants. Although we have applied to list the warrants on the Nasdaq Capital Market there can
be no assurance that there will be an active trading market for the Warrants. Without an active trading market, the liquidity of the
warrants will be limited.



Provisions
of the Warrants offered by the Offering could discourage an acquisition of us by a third party.



Certain
provisions of the Warrants being offering through the Offering could make it more difficult or expensive for a third party to acquire
us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among
other things, the surviving entity assumes our obligations under the warrants. These and other provisions of the Warrants offered by
the Offering could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.



67







Unless
an active trading market develops for our securities, investors may not be able to sell their shares.



We
are a reporting company and our common shares are quoted on OTC Markets (OTC Pink) under the symbol “DSGT”. However, there
is a very limited active trading market for our common stock; and an active trading market may never develop or, if it does develop,
may not be maintained. Failure to develop or maintain an active trading market will have a generally negative effect on the price of
our common stock, and you may be unable to sell your common stock or any attempted sale of such common stock may have the effect of lowering
the market price, and therefore, your investment may be partially or completely lost.



There
is no assurance that once listed on the Nasdaq Capital Market we will not continue to experience volatility in our share price.



The
OTCQB Venture Market, where our common stock is currently quoted, is an inter-dealer, over-the-counter market that provides significantly
less liquidity than the Nasdaq Capital Market. Our stock is thinly traded due to the limited number of shares available for trading on
the OTCQB Venture Market thus causing large swings in price. As such, investors and potential investors may find it difficult to obtain
accurate stock price quotations, and holders of our common stock may be unable to resell their securities at or near their original offering
price or at any price. Our public offering price per Unit may vary from the market price of our common stock after the offering. If an
active market for our stock develops and continues, our stock price may nevertheless be volatile. If our stock experiences volatility,
investors may not be able to sell their common stock at or above the public offering price per Unit. Sales of substantial amounts of
our common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock
and our stock price may decline substantially in a short period of time. As a result, our shareholders could suffer losses or be unable
to liquidate their holdings. No assurance can be given that the price of our common stock will become less volatile when listed on the
Nasdaq Capital Market.



Since
our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your
shares at or above the price paid.



Since
our common stock is thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response
to various factors, many of which are beyond our control, including (but not necessarily limited to):



| | ● | the trading volume of our
    shares;                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------
| | ● | the number of securities
    analysts, market-makers and brokers following our common stock;                                  
| | ● | new products or services
    introduced or announced by us or our competitors;                                                
| | ● | actual or anticipated variations
    in quarterly operating results;                                                          
| | ● | conditions or trends in
    our business industries;                                                                          
| | ● | announcements by us of
    significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
| | ● | additions or departures
    of key personnel;                                                                                 
| | ● | sales of our common stock;
    and                                                                                            
| | ● | general stock market price
    and volume fluctuations of publicly traded, and particularly microcap, companies.              



Investors
may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market
value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual
companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may
cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history
of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there
is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial
legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as
noted below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations.
Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and
option traders.



68







Even
if the Reverse Stock Split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will
be able to continue to comply with the minimum bid price requirement of the Nasdaq Capital Market.



Even
if our Reverse Stock Split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum
bid price of the Nasdaq Capital Market, there can be no assurance that the market price of our common stock following the Reverse Stock
Split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a
company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines
following the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In
any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational
results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain the Nasdaq Capital
Market’s minimum bid price requirement.



Even
if the reverse stock split increases the market price of our common stock and we meet the initial listing requirements of the Nasdaq
Capital Market, there can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market,
a failure of which could result in a de-listing of our common stock.



The
Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed.
If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the Nasdaq
Capital Market. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued
listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’
equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject
to delisting, which would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our
common stock when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the
listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed
again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum
bid price requirement, or prevent future non-compliance with the listing requirements.



The
reverse stock split may decrease the liquidity of the shares of our common stock.



The
liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that
will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result
of the reverse stock split. In addition, the reverse stock split may increase the number of shareholders who own odd lots (less than
100 shares) of our common stock, creating the potential for such shareholders to experience an increase in the cost of selling their
shares and greater difficulty effecting such sales.



Following
the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.



Although
we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance
that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition,
there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a
result, the trading liquidity of our common stock may not necessarily improve.



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



On
August 11, 2021 the Company issued an aggregate of 250, 124 Series A Preferred Shares, par value $0.001 per share, to its directors,
Robert Silzer, Stephen Johnston, James Singerling, Michael Leemhuis, and Carol Cookerly. The Series A Preferred Stock carry voting rights
with the common stock equal to 665 votes per share of Series A Preferred stock and shall be deemed cancelled five (5) years following
issuance, provided that the Board of Directors may, in its discretion, retire the Series A Preferred Stock at any time after two (2)
years following issuance, or defer the retirement of the Series A Preferred Stock for up to ten (10) years following issuance. As a result
of the issuance the members of the Board of Directors collectively control 450,500 shares of Series A Preferred Stock holding approximately
71% of the Company’s eligible voting securities. The Series A Preferred Stock are non-redeemable and non- convertible into common
shares and have no dividend entitlement,



On
August 12, 2021, the Company incorporated a wholly-owned subsidiary, Imperium Motor Company of Canada Corporation, pursuant to the Canada
Business Corporations Act.



Item
3. Defaults Upon Senior Securities



None.



Item
4. Mine Safety Disclosures



Not
Applicable.



Item
5. Other Information



None.



69







Item
6. Exhibits



|Exhibit
    Number |  | Exhibit
    Description                                                                                                  |  | Filed
    Form |  | Exhibit |  | Filing
    Date |  | Herewith
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ------- |  | --------------- |  | --------
|3.1.1              |  | Articles of Incorporation of the Registrant                                                                              |  | SB-2           |  | 3.1     |  | 10-22-07        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.2              |  | Certificate of Change of the Registrant                                                                                  |  | 8-K            |  | 3.1     |  | 06-24-08        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.3              |  | Articles of Merger of the Registrant                                                                                     |  | 8-K            |  | 3.1     |  | 02-23-15        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.4              |  | Certificate of Change of the Registrant                                                                                  |  | 8-K            |  | 3.2     |  | 02-23-15        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.5              |  | Certificate of Correction of the Registrant                                                                              |  | 8-K            |  | 3.3     |  | 02-23-15        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.6              |  | Certificate of Change of the Registrant                                                                                  |  | 8-K            |  | 3.1     |  | 03-26-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.7              |  | Certificate of Correction of the Registrant                                                                              |  | 8-K            |  | 3.2     |  | 03-26-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.8              |  | Series A - Certificates of Amendment and Designation dated November 22, 2019                                             |  | 10-K           |  | 3.1.8   |  | 03-05-2021      |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.9              |  | Series C - Certificates of Amendment and Designation dated December 22, 2020                                             |  | 10-K           |  | 3.1.9   |  | 03-05-2021      |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.10             |  | Series F – Certificates of Designation dated December 22, 2020                                                           |  | 10-K           |  | 3.1.10  |  | 03-05-2021      |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.11             |  | Series D - Certificate of Designation dated May 2, 2018                                                                  |  | S-1            |  | 3.1.11  |  | 04-21-21        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.12             |  | Series E - Certificate of Designation dated May , 2018                                                                   |  | S-1            |  | 3.1.12  |  | 04-21-21        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.13             |  | Series F – Certificates of Designation dated December 22, 2020                                                           |  | 10-K           |  | 3.1.10  |  | 03-05-21        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.1.14             |  | Certificate of Amendment to Articles of Incorporation dated December 22, 2020                                            |  | S-1            |  | 3.1.14  |  | 04-21-21        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.2.1              |  | Bylaws of the Registrant                                                                                                 |  | SB-2           |  | 3.2     |  | 10-22-07        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|3.2.2              |  | Amendment No. 1 to Bylaws of the Registrant                                                                              |  | 8-K            |  | 3.2     |  | 06-19-15        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|4.1.2              |  | DSG Global, Inc. 2015 Omnibus Incentive Plan                                                                             |  | 10-Q           |  | 10.3    |  | 11-13-15        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.1               |  | Loan agreement, dated October 24, 2014 between DSG TAG Systems Inc. and A. Bosa & Co (Kootenay) Ltd.                     |  | 10-K           |  | 10.5    |  | 05-28-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.2               |  | Lease agreement (Modified), dated January 21, 2016 and February 1, 2016 between DSG TAG Systems Inc. and Benchmark Group |  | 10-K           |  | 10.6    |  | 05-28-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.3               |  | Loan agreement, dated February 11, 2016 between DSG TAG Systems Inc. and Jeremy Yaseniuk                                 |  | 10-K           |  | 10.7    |  | 05-28-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.4               |  | Loan agreement, dated March 31, 2016 between DSG TAG Systems Inc. and E. Gary Risler                                     |  | 10-K           |  | 10.8    |  | 05-28-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.5               |  | Security purchase agreement between DSG Global Inc. and Coastal Investment Partners, dated November 7 2016               |  | 8-K            |  | 10.1    |  | 11-15-16        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.6               |  | Equity Financing Agreement dated September 18, 2019 between DSG Global, Inc. and GHS Investments, LLC                    |  | S-1            |  | 10.9    |  | 10-04-19        |  |         
|                   |  |                                                                                                                          |  |                |  |         |  |                 |  |         
|10.7               |  | Registration Rights Agreement dated September 18, 2019 between DSG Global, Inc. and GHS Investments, LLC                 |  | S-1            |  | 10.10   |  | 10-04-19        |  |         



70







|10.8  |  | Advisory Services Agreement dated as of March 2, 2020 Graj + Gustavsen, Inc.                                                                                                                                                                    |  | 8-K |  | 10.1  |  | 03-06-20 |  |  
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | ----- |  | -------- |  | -
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.9  |  | Stock Purchase Agreement between the Company and GHS dated December 23, 2020                                                                                                                                                                    |  | 8-K |  | 10.1  |  | 12-31-20 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.10 |  | Warrant Agreement dated December 23, 2020                                                                                                                                                                                                       |  | 8-K |  | 10.2  |  | 12.31.20 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.11 |  | Stock Purchase Agreement between the Company and GHS dated December 23, 2020                                                                                                                                                                    |  | 8-K |  | 10.1  |  | 12-31-20 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.12 |  | OEM Cooperation Agreement with Skywell New Energy Automobile Group Co. Ltd. dated February 5, 2021.                                                                                                                                             |  | 8-K |  | 10.1  |  | 02.23.21 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.13 |  | Cooperation Agreement with Zhejiang Jonway Group Co., Ltd. dated September 17, 2019                                                                                                                                                             |  | S-1 |  | 10.13 |  | 04-21-21 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|10.14 |  | Cooperation Agreement with Rumble Motors dated February 15, 2021                                                                                                                                                                                |  | S-1 |  | 10.14 |  | 04-21-21 |  |  
|      |  |                                                                                                                                                                                                                                                 |  |     |  |       |  |          |  |  
|21    |  | List
        of Subsidiaries:
    
    Vantage
    Tag Systems Inc. (Nevada), DSG Tag Systems Inc. (Nevada), Imperium Motor Corp. (Nevada), Imperium Motor Company of Canada Corporation
    (Canada), DSG Tag Systems International, Ltd. (UK) |  |     |  |       |  |          |  | X



71







|31.1    |  | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  | X
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | -
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|31.2    |  | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|32.1    |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|32.2    |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|99.1    |  | Code of Business Conduct and Ethics                                                                                                                                                 |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|99.2    |  | Audit Committee Charter                                                                                                                                                             |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|99.3    |  | Compensation Committee Charter                                                                                                                                                      |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|99.4    |  | Nomination and Governance Committee Charter                                                                                                                                         |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101*    |  | Interactive Data File                                                                                                                                                               |  |  |  |  |  |  |  |  
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.INS |  | Inline XBRL
    Instance Document                                                                                                                                                   |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.SCH |  | Inline XBRL
    Taxonomy Extension Schema Document                                                                                                                                  |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.CAL |  | Inline XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                    |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.DEF |  | Inline XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                     |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.LAB |  | Inline XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                          |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|101.PRE |  | Inline XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                   |  |  |  |  |  |  |  | X
|        |  |                                                                                                                                                                                     |  |  |  |  |  |  |  |  
|104     |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)                                                                                                         |  |  |  |  |  |  |  |  



|#* | The information in this
    exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange
    Act of 1934, as amended, and is not to be incorporated by reference into any filing of DSG Global Inc. under the Securities Act of
    1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general
    incorporation language in such filing.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



72







SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



|Date:
    June 14, 2022 | /s/
    Robert Silzer                                          
|----------------------- | ---------------------------------------------------------------
|                        | Robert Silzer                                                  
|                        | President, CEO, Secretary, Treasurer, and Director             
|                        | (Principal Executive Officer)                                  
|                        |                                                                
|Date:
    June 14, 2022 | /s/
    Zahir Loaiza                                           
|                        | Zahir Loaiza                                                   
|                        | Chief Financial Officer (Acting)                               
|                        | (Principal Financial Officer, Principal Accounting
    Officer)



73