10-Q 1 dusyf-20220430.htm DUESENBERG TECHNOLOGIES INC. - FORM 10-Q SEC FILING DUESENBERG TECHNOLOGIES INC. - Form 10-Q SEC filing
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: April 30, 2022

 

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

 

For the transition period from _______to_______

 

Commission File Number 000-54800

 

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada

(State or other jurisdiction

of incorporation or organization)

99-0364150

(I.R.S. Employer

Identification No.)

 

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

(Address of principal executive offices) (Zip Code)

 

+1-236-304-0299

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

Emerging growth company

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 21, 2022, the number of shares of the registrant’s common stock outstanding was 49,531,145.


i


 

TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

F-1

ITEM 1. FINANCIAL STATEMENTS.

F-1

CONDENSED CONSOLIDATED BALANCE SHEETS

F-1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

F-2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

F-3

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

F-4

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F-5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

1

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

10

ITEM 4. CONTROLS AND PROCEDURES.

10

PART II - OTHER INFORMATION

11

ITEM 1. LEGAL PROCEEDINGS.

11

ITEM 1A. RISK FACTORS.

11

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

11

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

11

ITEM 4. MINE SAFETY DISCLOSURES.

11

ITEM 5. OTHER INFORMATION.

11

ITEM 6. EXHIBITS.

12

SIGNATURES

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ii


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

April 30, 2022

 

October 31, 2021

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash

$

21,371

 

$

7,434

Receivables

 

37,744

 

 

26,601

Prepaids

 

11,931

 

 

5,034

Total current assets

 

71,046

 

 

39,069

 

 

 

 

 

 

Equipment

 

1,215

 

 

1,952

Total assets

$

72,261

 

$

41,021

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

620,623

 

$

576,881

Accrued liabilities

 

15,808

 

 

45,318

Due to related parties

 

356,024

 

 

273,869

Notes payable

 

107,280

 

 

106,892

Total liabilities

 

1,099,735

 

 

1,002,960

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

Common stock, no par value, unlimited number authorized,

49,181,145 and 45,616,043 issued and outstanding at

April 30, 2022 and October 31, 2021, respectively

 

9,263,285

 

 

8,503,314

Additional paid-in capital

 

(111,119)

 

 

(111,119)

Obligation to issue shares

 

-

 

 

76,950

Accumulated other comprehensive income

 

13,668

 

 

26,838

Deficit

 

(10,193,308)

 

 

(9,457,922)

Total stockholders' deficit

 

(1,027,474)

 

 

(961,939)

Total liabilities and stockholders' deficit

$

72,261

 

$

41,021

 

 

 

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


F-1


 

DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Three Months Ended

April 30,

 

Six Months Ended

April 30,

2022

2021

 

2022

2021

 

 

 

 

 

 

Revenue

$

10,111

$

10,326

 

$

19,586

$

20,732

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Accounting

 

12,410

 

3,180

 

 

18,949

 

8,492

Amortization

 

326

 

87

 

 

665

 

304

General and administrative expenses

 

14,843

 

48,757

 

 

46,338

 

87,990

Management fees

 

66,000

 

6,000

 

 

84,000

 

12,000

Professional fees

 

2,291

 

16,687

 

 

7,071

 

21,301

Regulatory and filing

 

14,650

 

13,048

 

 

18,534

 

17,152

Research and development costs

 

152,091

 

2,108

 

 

344,116

 

618,908

Salaries and wages

 

121,791

 

170,339

 

 

241,058

 

258,764

Travel and entertainment

 

2,211

 

620

 

 

2,211

 

910

 

 

(386,613)

 

(260,826)

 

 

(762,942)

 

(1,025,821)

Other items

 

 

 

 

 

 

 

 

 

Foreign exchange

 

12,978

 

673

 

 

10,836

 

669

Interest expense

 

(1,418)

 

(3,054)

 

 

(2,866)

 

(7,626)

Net loss

 

(364,942)

 

(252,881)

 

 

(735,386)

 

(1,012,046)

 

 

 

 

 

 

 

 

 

 

Translation to reporting currency

 

(19,264)

 

(7,178)

 

 

(13,170)

 

(26,678)

Comprehensive loss

$

(384,206)

$

(260,059)

 

$

(748,556)

$

(1,038,724)

 

 

 

 

 

 

 

 

 

 

Loss per share - basic and diluted

$

(0.01)

$

(0.01)

 

$

(0.02)

$

(0.02)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

48,219,769

 

44,409,711

 

 

46,896,328

 

44,146,972

 

 

 

 

 

 

 

 

 

 

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


F-2


DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Common Stock

 

 

 

 

 

Shares

Amount

Obligation

to Issue

Shares

Additional

Paid-in

Capital

Accumulated

Other

Comprehensive

Income

Deficit

Total

 

 

 

 

 

 

 

 

Balance at October 31, 2020

43,892,801

$

7,171,032

$

-

$

19,399

$

58,829

$

(7,750,080)

$

(500,820)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation to reporting currency

-

 

-

 

-

 

-

 

(19,500)

 

-

 

(19,500)

Net loss

-

 

-

 

-

 

-

 

-

 

(759,165)

 

(759,165)

Balance at January 31, 2021

43,892,801

 

7,171,032

 

-

 

19,399

 

39,329

 

(8,509,245)

 

(1,279,485)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for private placements

833,333

 

673,000

 

-

 

-

 

-

 

-

 

673,000

Common shares issued for debt

617,404

 

598,882

 

-

 

(135,829)

 

-

 

-

 

463,053

Translation to reporting currency

-

 

-

 

-

 

-

 

(7,178)

 

-

 

(7,178)

Net loss

-

 

-

 

-

 

-

 

 

 

(252,881)

 

(252,881)

Balance at April 30, 2021

45,343,538

$

8,442,914

$

-

$

(116,430)

$

32,151

$

(8,762,126)

$

(403,491)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 31, 2021

45,616,043

$

8,503,314

$

76,950

$

(111,119)

$

26,838

$

(9,457,922)

$

(961,939)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation to reporting currency

-

 

-

 

-

 

-

 

6,094

 

-

 

6,094

Net loss

-

 

-

 

-

 

-

 

-

 

(370,444)

 

(370,444)

Balance at January 31, 2022

45,616,043

 

8,503,314

 

76,950

 

(111,119)

 

32,932

 

(9,828,366)

 

(1,326,289)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for private placements

2,511,962

 

502,393

 

-

 

-

 

-

 

-

 

502,393

Common shares issued for debt

663,140

 

132,628

 

-

 

-

 

-

 

-

 

132,628

Common shares issued for services

390,000

 

124,950

 

(76,950)

 

-

 

-

 

-

 

48,000

Translation to reporting currency

-

 

-

 

-

 

-

 

(19,264)

 

-

 

(19,264)

Net loss

-

 

-

 

-

 

-

 

-

 

(364,942)

 

(364,942)

Balance at April 30, 2022

49,181,145

$

9,263,285

$

-

$

(111,119)

$

13,668

$

(10,193,308)

$

(1,027,474)

 

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


F-3


DUESENBERG TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Six Months Ended

April 30,

2022

 

2021

Cash flow used in in operating activities

 

 

 

Net loss

$

(735,386)

 

$

(1,012,046)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Accrued interest on related party notes

 

-

 

 

5,164

Accrued interest on notes payable

 

2,866

 

 

2,438

Amortization

 

665

 

 

304

Management fees, non-cash

 

48,000

 

 

-

Foreign exchange

 

(12,725)

 

 

(27,230)

Changes in operating assets and liabilities

 

 

 

 

 

Receivables

 

(12,433)

 

 

(10,298)

Prepaids

 

(7,315)

 

 

(129,812)

Accounts payable and accrued liabilities

 

16,513

 

 

490,795

Due to related parties

 

(10,651)

 

 

73,287

Accrued salaries due to related parties

 

223,052

 

 

81,899

Net cash used in operating activities

 

(487,414)

 

 

(525,499)

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

Purchase of equipment

 

-

 

 

(2,760)

Net cash used in investing activities

 

-

 

 

(2,760)

 

 

 

 

 

 

Cash flows provided by financing activities

 

 

 

 

 

Common shares issued for private placements

 

502,393

 

 

673,000

Loans payable to related party

 

-

 

 

95,153

Advances payable

 

-

 

 

29,000

Net cash provided by financing activities

 

502,393

 

 

797,153

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(1,042)

 

 

3,755

 

 

 

 

 

 

Net increase in cash

 

13,937

 

 

272,649

Cash, beginning

 

7,434

 

 

11,715

Cash, ending

$

21,371

 

$

284,364

 

 

 

 

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


F-4


DUESENBERG TECHNOLOGIES INC.

NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2022

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

Nature of Operations

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

 

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

 

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

 

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

 

Name

Incorporation

Incorporation Date

Duesenberg Malaysia Sdn Bhd.

(formerly VGrab Communications Malaysia Sdn Bhd)

Malaysia Companies Act 2016

May 17, 2018

Duesenberg Technologies Evolution Ltd

(formerly VGrab Asia Limited)

Companies Ordinance, Chapter 622 of the Laws of Hong Kong

February 18, 2019

Duesenberg Inc.

Nevada, USA

November 1, 2019

Duesenberg Heritage LLC

Nevada, USA

May 21, 2021

 

Basis of Presentation

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

 

Going Concern

The Company’s interim condensed consolidated financial statements are prepared on a going concern basis in accordance with GAAP which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company has generated a total of $78,564 in revenue from its operating activities and has accumulated losses of $10,193,308 since inception. Continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. To date the Company has funded its operations through the issuance of capital stock


F-5


and debt. Management plans to continue raising additional funds through equity and/or debt financing. The outcome of these efforts cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

 

Uncertainty due to Global Outbreak of Covid-19

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the federal, provincial, and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact of the COVID-19 outbreak on the Company and its operations is unknown and will greatly depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for its research and development initiatives or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

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

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

The following amounts were due to related parties as at:

 

April 30,

2022

 

October 31,

2021

Due to the Chief Executive Officer (“CEO”) and Director of the Company(a)

$

34,577

 

$

22,808

Due to a company controlled by the CEO and Director of the Company(a)

 

6,322

 

 

61,094

Due to the Chief Financial Officer (“CFO”) and Director of the Company(a)

 

117,900

 

 

83,940

Due to the Chief Strategy Officer (“CSO”) of the Company’s subsidiary(a)

 

160,674

 

 

75,448

Due to a Director of the Company(a)

 

12,000

 

 

30,000

Due to a Director of the Company(a)

 

12,000

 

 

-

Due to a Director of the Company(a)

 

12,000

 

 

-

Due to a major shareholder for payments made on behalf of the Company(a)

 

551

 

 

579

Total due to related parties

$

356,024

 

$

273,869

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

 

During the six-month period ended April 30, 2022, the Company incurred $59,801 (2021 - $60,300) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $14,212 (2021 - $14,713) in reimbursable expenses with Mr. Lim. During the same period Mr. Lim advanced the Company $20,550 in the form of vendor payments made by him on behalf of the Company. On February 24, 2022, Mr. Lim agreed to convert $102,628 the Company owed him into 513,140 shares of the Company’s Common stock at $0.20 per share. During the comparative six-month period ended April 30, 2021, Mr. Lim agreed to convert a total of $77,103 into 102,804 shares of the Company’s common stock at $0.75 per share (Note 6). In addition, during the six-month period ended April 30, 2021, the Company advanced a total of $162,239 to Mr. Lim as prepayment of his future services. Of this amount, the Company applied $37,224 to the accrued salaries and reimbursable expenses the Company owed to Mr. Lim as at April 30, 2021. The remaining $125,015 advanced to Mr. Lim were recorded as part of prepaid expenses.

 

During the six-month period ended April 30, 2022, the Company incurred $47,841 (2021 - $48,240) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $5,046 (2021 - $2,367) in reimbursable expenses with Mr. Liong.

 


F-6


During the six-month period ended April 30, 2022, the Company incurred a total of $36,000 in management/director fees to its directors, Mr. Ong See-Ming, Mr. Chee Wai Hong, and Mr. Barth, who are reimbursed for their services at $2,000 per month. During the six-month period ended April 30, 2021, the Company incurred $12,000 in management/director fees with its director, Mr. Ong See-Ming.

 

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

 

During the six-month period ended April 30, 2022, the Company incurred $90,000 (2021 - $52,500) in management fees to its CSO, Mr. Brendan Norman.

 

During the six-month period ended April 30, 2022, the Company recognized $14,263 in revenue from licensing and maintenance of its SMART Systems applications to a company of which Mr. Lim is a 50% shareholder (2021 - $14,702).

 

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

 

During the six-month period ended April 30, 2021, the Company received $95,153 in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a private company of which Mr. Joe Lim is a director and major shareholder. The loans bore interest at 4% per annum, were unsecured and payable on demand. During the same period, the Company recorded $5,164 in interest expense associated with its liabilities under notes payable issued to Hampshire Avenue. During the second and third quarters of the Company’s Fiscal 2021, Hampshire Avenue agreed to convert a total of $410,285 into 577,428 common shares of the Company, and forgave the remaining balance totaling $758. The Company did not receive any funds from Hampshire Avenue nor had to accrue any interest during the six-month period ended April 30, 2022.

 

During the six-month period ended April 30, 2021, the Company incurred $52,500 in management fees to its former CTO, Mr. Ian Thompson, who resigned from his position as the CTO of the Company on May 11, 2021.

 

NOTE 4 - EQUIPMENT

 

Changes in the net book value of the equipment at April 30, 2022 and at October 31, 2021 are as follows:

 

 

April 30, 2022

 

October 31, 2021

Net book value,  beginning of the period

$

1,952

 

$

213

Changes during the period

 

-

 

 

2,760

Amortization

 

(665)

 

 

(990)

Foreign exchange

 

(72)

 

 

(31)

Net book value, end of the period

$

1,215

 

$

1,952

 

NOTE 5 - NOTES PAYABLE

 

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

 

 

April 30, 2022

 

October 31, 2021

Balance, beginning of the period

$

106,892

 

$

67,429

Advances received

 

-

 

 

29,000

Interest accrued during the period

 

2,866

 

 

5,309

Foreign exchange

 

(2,478)

 

 

5,154

Balance, end of the period

$

107,280

 

$

106,892

 


F-7


During the six-month period ended April 30, 2022, the Company accrued $2,268 in interest on the CAD$83,309 note payable accumulating 6% interest compounded monthly (2021 - $2,125), and $598 (2021 - $312) in interest on the notes payable totaling $29,000, which accumulate interest at 4% compounded monthly. All notes payable to third-parties are unsecured and due on demand.

 

NOTE 6 - COMMON STOCK

 

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

 

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

 

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

 

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

 

NOTE 7 - SUBSEQUENT EVENTS

 

Subsequent to April 30, 2022, the Company entered into debt settlement agreement with an arm’s length contractor, for $51,500 the Company owed for unpaid consulting services. The Company agreed to settle the liability through cash payment of $25,000 and by issuing the vendor 350,000 shares of the Company’s common stock, which shares were issued on May 11, 2022.

 

On June 17, 2022, the Company entered into a share subscription agreement with a company controlled by Mr. Lim Hun Beng, to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of 1,290,000 Malaysian Ringgit (“MR”) (approximately $293,015) at 0.602MR per share ($0.14 per share). The Company agreed to accept the total investment amount in six separate tranches, of which 700,000RM ($159,000) have been received as of the date of these financial statements. The Company will issue the Shares only after the full amount, as agreed in the subscription agreement, has been provided to the Company, which is expected to be on July 29, 2022.

 

 

 

 

 

 

 

 


F-8


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

 

Forward-Looking Statements

 

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

 

·our ability to execute prospective business plans; 

·inexperience in developing and mass-producing electric vehicles; 

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

·changes in the electric vehicle market; 

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

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

·disruption of supply or shortage of raw materials; 

·failure of our conceptual vehicles to perform as expected; 

·failure to manage future growth effectively; 

·future decisions by management in response to changing conditions; 

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

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

·inability to reduce and adequately control operating costs; 

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

·labor and employment risks; 

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

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

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

·uncertainties associated with legal proceedings; 

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

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

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

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

 

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

 

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

 

Uncertainty due to Global Outbreak of COVID-19

 

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the federal, provincial, and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact of the COVID-19 outbreak on the Company and its operations is unknown and will greatly depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic


1


spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for its research and development initiatives or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

 

General

 

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

 

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

 

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

 

Name

Incorporation

Incorporation Date

Duesenberg Malaysia Sdn Bhd.

(formerly VGrab Communications Malaysia Sdn Bhd)

Malaysia Companies Act 2016

May 17, 2018

Duesenberg Technologies Evolution Ltd

(formerly VGrab Asia Limited)

Companies Ordinance, Chapter 622 of the Laws of Hong Kong

February 18, 2019

Duesenberg Inc.

Nevada, USA

November 1, 2019

Duesenberg Heritage LLC

Nevada, USA

May 21, 2021

 

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

 

On May 17, 2018, we incorporated Duesenberg Malaysia Sdn Bhd. under the Malaysia Companies Act 2016 in Malaysia (“Duesenberg Malaysia). The main business objective of Duesenberg Malaysia is to facilitate online promotions, advertising and e-commerce.

 

Since its incorporation, Duesenberg Malaysia has been working on the development of its SMART System prototype. Duesenberg’s new SMART System will consist of several modules, including Duesenberg Membership system (formerly referred to as “VGrab Membership”), which will allow its users to sign up via internet or quick response code, also known as “QR Code”, Duesenberg Cloud Management System (“DCMS”), and Duesenberg Database Management System (“DDMS”). DCMS and DDMS will form the backbone of Duesenberg’s SMART System, integrating each future developed Duesenberg SMART System’s module into the platform. The Company is currently testing the development of the Duesenberg SMART System before deployment to potential clients.

 

On February 18, 2019, we formed another subsidiary, Duesenberg Technologies Evolution Ltd (“Duesenberg Evolution”). The main business objective of Duesenberg Evolution is to facilitate online promotions, advertising and e-commerce to its potential customer based in P.R. China. In addition, Duesenberg Evolution is going to position itself as commodities trader to capture the current market trends in P.R. China.


2


 

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

 

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

 

The newly developed Vending Machine is customizable to sell variety of consumer products ranging from traditional snacks, soft drinks, and coffee, to prepaid mobile cards and other goods, while simultaneously displaying advertisements and other various promotional content. Each Vending Machine is based on the  operating system developed by us, and is supplied with a credit card reader and a QR Code reader, which facilitate not only payments with credit cards, but also enables payments via eWallet and other membership-based payments.

 

On November 1, 2019, we incorporated Duesenberg Inc., a Nevada corporation (“Duesenberg Nevada”). The purpose of Duesenberg Nevada is to undertake the development of Electric Vehicle (“Duesenberg EV”) using the Duesenberg brand. We were given the rights to use the Duesenberg trademark name in 2018. We are planning to develop the Duesenberg EV in partnerships with leading developers and suppliers for various components into the vehicle, and also include our in-house developed Duesenberg SMART System as part of its operating system.

 

On January 8, 2021, Duesenberg Nevada signed an agreement with Rocket Supreme, the Barcelona, Spain automotive design house established by Christopher Reitz. The agreement is the first step towards creating a network of suppliers required to successfully complete the Duesenberg EV development project. As of the date of this Quarterly Report on Form 10-Q, we have received initial ergonomics exterior and interior data sheets and CAS IGES files as well as the initial drafts of the exterior and interior designs for the Duesenberg EV. We expect the final design of the first Duesenberg EV to be released in mid to late 2022. Based on the initial drafts, we commenced negotiations with various manufacturers required to continue the development and manufacturing of the required components for the Duesenberg’s EV.

 

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

 

In order to support the development and future production of Duesenberg EV as well as Duesenberg Heritage vehicles, we will require significant financing. During the year ended October 31, 2021, we closed two private placement financings for gross proceeds of $673,000, on February 24, 2022, we closed a private placement financing for an additional $502,393. The funds we have raised in the above financings are not sufficient to bring our Duesenberg EV and Duesenberg Heritage vehicle production plans to completion, and we will require additional funding. We cannot assure the reader that we will be successful in securing the further funding as required.

 

 

 


3


 

Recent Corporate Events

 

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

 

Private Placement Financings

 

On February 24, 2022, we closed a private placement financing by issuing 2,511,962 shares of our common stock (the “Shares”) for total proceeds of $502,393 (the “Financing”) to a company controlled by Mr. Lim Hun Beng, the Company’s CEO, President, director and the majority shareholder (“Mr. Lim”). The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the person who is not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

 

On June 17, 2022, the Company entered into a share subscription agreement with the same company to issue 2,142,857 shares of the Company’s common stock, for gross proceeds of 1,290,000 Malaysian Ringgit (“MR”) (approximately $293,015) at 0.602MR per share ($0.14 per share). The Company agreed to accept the total investment amount in six separate tranches, of which 700,000RM ($159,000) have been received as of the date of these financial statements. The Company will issue the shares only after the full amount, as agreed in the subscription agreement, has been provided to the Company, which is expected to be on July 29, 2022.

 

Debt Restructuring

 

On February 24, 2022, we entered into debt settlement agreements with Mr. Lim and Mr. Ong See-Ming, the Company’s director. Mr. Lim agreed to convert a total of $102,628 we owed Mr. Lim as at February 24, 2022, into 513,140 restricted Shares of the Company, and Mr. Ong agreed to convert a total of $30,000 we owed Mr. Ong as at February 24, 2022, into 150,000 restricted Shares of the Company.

 

The securities issued pursuant to the debt settlement agreements were not registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

 

On May 5, 2022, we entered debt settlement agreement with Veritas Consulting Group Inc., an arm’s length contractor (“Veritas”), whom we engaged to provide consulting services under a 12-month consulting agreement formally entered into on June 22, 2021. We provided Veritas with a cancellation notice on September 30, 2021, however, at the time of the cancellation notice, the Company was indebted to Veritas in the amount of $51,500 for services provided. Based on the  terms of the Settlement Agreement, the Company agreed to reimburse Veritas $25,000 in cash and to issue Veritas 350,000 shares of the Company’s common stock, which were issued on May 11, 2022.

 

The securities issued pursuant to the debt settlement agreement with Veritas have not been registered under the United States Securities Act of 1933, as amended (the “Act”) and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

 

Shares Issued for Services

 

On February 24, 2022, the Board of Directors of the Company resolved to issue to Mr. Chee Wai Hong and Mr. Carl Jürgen Barth, the Company’s directors, a total of 240,000 Shares (120,000 Shares each) at a deemed value of $0.20 per Share, as fully paid and non-assessable. The Shares were issued in recognition of the services provided to the Company by Mr. Chee and Mr. Barth. In addition, the Board of Directors also approved the issuance of 150,000 Shares to an arms-length party for services the Company received during the year ended October 31, 2021, and for which the Company recorded an obligation to issue shares for a total of $76,950.

 

The Shares issued for services were not registered under the Act and therefore may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.


4


 

 

Summary of Financial Condition

 

 

April 30, 2022

 

October 31, 2021

Working capital deficit

$

(1,028,689)

 

$

(963,891)

Current assets

$

71,046

 

$

39,069

Total liabilities

$

1,099,735

 

$

1,002,960

Common stock and additional paid-in capital

$

9,152,166

 

$

8,469,145

Deficit

$

(10,193,308)

 

$

(9,457,922)

Accumulated other comprehensive income

$

13,668

 

$

26,838

 

Results of Operation

 

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

 

Three- and Six-Months Summary

 

 

Three Months Ended

April 30,

Percentage

Six Months Ended

April 30,

Percentage

 

2022

2021

Change

2022

2021

Change

Revenue

$     10,111

$     10,326

(2)%

$       19,586

$      20,732

(6)%

Operating expenses

(386,613)

(260,826)

48%

(762,942)

(1,025,821)

(26)%

Foreign exchange

12,978

673

1,828%

10,836

669

1,520%

Interest expense

(1,418)

(3,054)

(54)%

(2,866)

(7,626)

(62)%

Net loss

(364,942)

(252,881)

44%

(735,386)

(1,012,046)

(27)%

Translation to reporting currency

(19,264)

(7,178)

168%

(13,170)

(26,678)

(51)%

Comprehensive loss

$(384,206)

$(260,059)

48%

$(748,556)

$(1,038,724)

(28)%

 

Revenue

 

During the three- and six-month periods ended April 30, 2022, we generated $6,431 and $13,586, respectively, in revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems (2021 - $7,329 and $14,702, respectively). Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim is a 50% shareholder. In addition, we generated $3,000 and $6,000, respectively, from WeChat Online product, which was developed specifically for Duesey Coffee in P.R. China, which is managed by Shanghai Duesenberg Marketing Planning Co Ltd, our second customer (2021 - $2,997 and $6,030, respectively). Due to current market uncertainty associated with COVID-19 we agreed to bill our customers set monthly fees for these services without entering into any termed contracts, which will allow us or our customers to cancel the services any time. Duesey Coffee agreed to a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,158), Shanghai Duesenberg Marketing Planning Co Ltd. agreed to a monthly fee of USD$1,000.

 

In August of 2021, our Duesenberg platform started generating revenue from our online store, which at the moment allows us to sell third-party-products. Our customers are vendors who wish to sell their merchandise on our platform. During the three- and six-month periods ended April 30, 2022, we did not generate revenue from the sales, and incurred $680 in fees which were offset against revenue from online sales, we did not have any payments owed to our gateway provider during the three- and six-month periods ended April 30, 2022.

 

 


5


 

Operating Expenses

 

Our operating expenses for the three- and six-month periods ended April 30, 2022 and 2021, consisted of the following:

 

 

Three Months Ended

April 30,

Percentage

Six Months Ended

April 30,

Percentage

 

2022

2021

Change

2022

2021

Change

Operating expenses:

 

 

 

 

 

 

Accounting

$    12,410

$    3,180

290%

$     18,949

$     8,492

123%

Amortization

326

87

275%

665

304

119%

General and administrative expenses

14,843

48,757

(70)%

46,338

87,990

(47)%

Management fees

66,000

6,000

1,000%

84,000

12,000

600%

Professional fees

2,291

16,687

(86)%

7,071

21,301

(67)%

Regulatory and filing

14,650

13,048

12%

18,534

17,152

8%

Research and development costs

152,091

2,108

7,115%

344,116

618,908

(44)%

Salaries and wages

121,791

170,339

(29)%

241,058

258,764

(7)%

Travel and entertainment

2,211

620

257%

2,211

910

143%

Total

$ 386,613

$ 260,826

48%

$762,942

$1,025,821

(26)%

 

During the three-month period ended April 30, 2022, our operating expenses increased by $125,787 or 48% from $260,826, for the three months ended April 30, 2021, to $386,613 for the three months ended April 30, 2022. The most significant change in our operating expenses was associated with $152,091 in research and development costs we incurred for the design of Duesenberg Heritage vehicles, as compared to $2,108 we recorded for the three-month period ended April 30, 2021. Second largest contributing factor to our operating expenses for the three-month period ended April 30, 2022, was associated with salaries and wages expense of $121,791, which represented 32% of our operating expenses. During the comparative three-month period ended April 30, 2021, our salaries and wages expense was $170,339, representing 65% of total operating expenses for that period. The current period reduction in salaries and wages, as compared to prior period, was mostly associated with resignation of our CTO, Ian Thompson. Our management fees increased by $60,000, to $66,000, as compared to $6,000 we incurred in the comparative three-month period ended April 30, 2021. The increase was in part associated with our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. In comparison, during the three-month period ended April 30, 202, we incurred $6,000 in management fees to one of our directors. Our accounting fees increased by $9,230 to $12,410 for the three-month period ended April 30, 2022, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our general and administrative expenses decreased by $33,914, or 70% from $48,757 we incurred during the period ended April 30, 2021, to $14,843 we incurred for the three-month period ended April 30, 2022; general and administrative expenses included corporate communication fees of $292 (2021 - $35,682) and administrative fees of $11,839 (2021 - $11,918).

 

On a year-to-date basis, our operating expenses decreased by $262,879 or 26% from $1,025,821 for the six months ended April 30, 2021, to $762,942 for the six months ended April 30, 2022. The most significant change in our operating expenses was associated with $274,792 decrease in our research and development costs to $344,116 we incurred during the six-month period ended April 30, 2022, for the design of Duesenberg Heritage vehicles, as compared to $618,908 we expended during the six-month period ended April 30, 2021, on the initial ergonomics exterior and interior data sheets and CAS IGES files for the Duesenberg EV commissioned from Rocket Supreme. Our salaries and wages remained comparable to prior-period, decreasing by only $17,706, from $258,764 for the six-month period ended April 30, 2021, to $241,058, for the six-month period ended April 30, 2022, however, they represented 25% and 32% of total operating expenses for each period, respectively. Other notable expenses included $84,000 in management fees, as compared to $12,000 we incurred during the six-month period ended April 30, 2021. This increase resulted from our decision to accrue $2,000 monthly director fees to each of our three directors who do not hold any officer positions within our Company or its subsidiaries; in addition, we decided to award two of our directors with 120,000 shares of our common stock valued at $24,000, each, for services they’ve provided to us. Our accounting fees increased by $10,457 to $18,949, as compared to $8,492 we incurred during the six-month period ended April 30, 2021, and were associated with increased audit and review fees we incurred due to increased complexity of our business operations. Our professional fees decreased by $14,230 from $21,301 we incurred during


6


the six-month period ended April 30, 2021, to $7,071 for the six-month period ended April 30, 2022. Our general and administrative expenses decreased by $41,652, or 47% from $87,990 we incurred during the period ended April 30, 2021, to $46,338 we incurred for the six-month period ended April 30, 2022; general and administrative expenses included corporate communication fees of $18,522 (2021 - $60,244) and administrative fees of $23,687 (2021 - $23,570). Our corporate communication fees decreased as a result of shortage of funding and with our decision to concentrate the funds that we had available on research and development as opposed to increasing the shareholder awareness of our Company.

 

Other Items

 

During the three months ended April 30, 2022, we recorded $1,418 (2021 - $3,054) in interest expense and $12,978 in realized foreign exchange gain (2021 - $673) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

 

During the six months ended April 30, 2022, we recorded $2,866 (2021 - $2,438) in interest expense accrued on the third-party notes payable. During the six months ended April 30, 2021, we recorded an additional $5,164 in interest expense associated with the liabilities under the notes payable we issued to our major shareholder, which were converted to shares during the year ended October 31, 2021. We also recorded $10,836 in realized foreign exchange gain (2021 - $669) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

 

Translation to Reporting Currency

 

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

 

Liquidity and Capital Resources

 

GOING CONCERN

 

The unaudited condensed consolidated financial statements included in this Quarterly Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We started generating operating revenue in the third quarter of our fiscal 2020, however, this revenue is not sufficient to support our operating expenses, and/or to enable us to pay dividends, therefore, it is unlikely that we will be in position to generate significant earnings or to pay dividends to our shareholders in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

 

Based on our current plans, we expect to incur operating losses in future periods. At April 30, 2022, we had a working capital deficit of $1,028,689 and accumulated losses of $10,193,308 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. Our unaudited condensed consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

 

Working Capital Deficit

 

 

At April 30, 2022

 

At October 31, 2021

Current assets

$

71,046

 

$

39,069

Current liabilities

 

(1,099,735)

 

 

(1,002,960)

Working capital deficit

$

(1,028,689)

 

$

(963,891)


7


During the six-month period ended April 30, 2022, our working capital deficit increased by $64,798, from $963,891 as at October 31, 2021, to $1,028,689 as at April 30, 2022. The increase in the working capital deficit was primarily related to an increase in our current liabilities of $96,775. This change was associated with a $82,155 increase in amounts payable to our related parties, mainly on account of amounts due for the salaries payable to our management. Our accounts payable increased by $43,742 and were associated with day-to-day operations of the Company. These increases were in part offset by decreased accrued liabilities of $15,808, as compared to $45,318 as at October 31, 2021, the decrease resulted mainly from reallocation of the accrued liabilities to vendor payables on receipt of actual bills. Our current assets increased by $31,977 from $39,069 at October 31, 2021 to $71,046 at April 30, 2022. The increase was mainly associated with increased cash balances as a result of a private placement financing we closed on February 24, 2022, and with increased amounts receivable, which at April 30, 2022 totaled $37,744, as compared to $26,601 we recorded as receivable at October 31, 2021.

 

Cash Flows

 

 

Six Months

Ended April 30,

 

2022

 

2021

Net cash used in operating activities

$

(487,414)

 

$

(525,499)

Net cash used in investing activities

 

-

 

 

(2,760)

Net cash provided by financing activities

 

502,393

 

 

797,153

Effect of exchange rate changes on cash

 

(1,042)

 

 

3,755

Net increase in cash

$

13,937

 

$

272,649

 

Net cash used in operating activities

 

During the six-month period ended April 30, 2022, we used $487,414 to support our operating activities. This cash was used to cover our cash operating expenses of $696,580, to increase our receivables and prepaid expenses by $12,433 and $7,315, respectively, and to reduce amounts due to our related parties by $10,651. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $16,513, and an increase to accrued salaries and management fees payable to our management team of $223,052.

 

During the six-month period ended April 30, 2021, we used $525,499 to support our operating activities. This cash was used to cover our cash operating expenses of $1,031,371, to increase our receivables by $10,298, and to increase our prepaids by $129,812. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $490,795, an increase to accrued salaries payable to our management team of $81,899, and an increase to amounts due to our related parties for all other expenses of $73,287.

 

Non-cash operating activities

 

During the six-month period ended April 30, 2022, we recorded $2,866 in interest to third-party lenders under notes payable, $665 in amortization of our office equipment, and $12,725 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. In addition, we recognized $48,000 on grant of 240,000 Shares to Mr. Chee Wai Hong and to Mr. Barth (120,000 each), which were recorded as part of management fees.

 

During the six-month period ended April 30, 2021, we recorded $5,164 in interest on our notes payable to Hampshire Avenue and $2,438 in interest to third-party lenders under notes payable. In addition, we recorded $304 in amortization of our office equipment, and $27,230 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies.

 

Net cash provided by investing activities

 

During the six-month period ended April 30, 2021, we used $2,760 to acquire computers and other office equipment. We did not have any investing activities during the six months ended April 30, 2022.

 

Net cash provided by financing activities

 

During the six-month period ended April 30, 2022, we closed a private placement financing by issuing 2,511,962 Shares at $0.20 per Share for gross proceeds of $502,393. During the same period, Mr. Lim advanced to us $20,550 in the form of vendor payments made by him on our behalf. Mr Lim agreed to convert the full amount we owed to


8


him on account of these vendor payments to shares of our common stock at $0.20 per share, which were issued on February 24, 2022.

 

During the six-month period ended April 30, 2021, we received $95,153 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand. In addition, we borrowed $29,000 from third-party-lenders under 4% demand notes payable. During the six-month period ended April 30, 2021, we received $673,000 in proceeds from two separate private placement financings by issuing a total of 833,333 shares of our common stock.

 

Capital Resources

 

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

 

As of April 30, 2022, we had cash on hand of $21,371 and working capital deficit of $1,028,689, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Duesenberg products, Duesenberg EV, and Duesenberg Heritage Vehicles. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

 

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

 

Principles of Consolidation

 

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

 

Foreign Currency Translation and Transaction

 

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

 

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


9


 

Fair Value of Financial Instruments

 

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

 

Concentration of Credit Risk

 

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

 

At April 30, 2022, we had $807 in cash on deposit with a large chartered Canadian bank, $20,438 in cash on deposit with a bank in Malaysia, and $126 in cash on deposit with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

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

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 


10


 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on February 15, 2022.

 

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

 

On February 24, 2022, the Company closed the following separate transactions that resulted in the issuance of the shares of the Company’s common stock (the “Shares”):

 

·The Company closed a private placement financing by issuing 2,511,962 Shares for gross proceeds of $502,393; 

·The Company issued a total of 663,140 Shares to Mr. Lim and Mr. Ong pursuant to the debt settlement agreements with Mr. Lim and Mr. Ong, who agreed to convert a total of $132,628 owed to them into 663,140 Shares; 

·The Company issued 120,000 Shares to Mr. Chee and 120,000 Shares to Mr. Barth. The Shares were issued in recognition of the services provided to the Company by Mr. Chee and Mr. Barth; and 

·The Company issued 150,000 Shares to an arms-length party for services provided. 

 

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

 

On May 11, 2022, the Company issued 150,000 Shares to an arms-length party pursuant to a debt settlement agreement. The Shares were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act, as the debt holder confirmed its qualification as “accredited investor” as that term is defined under Regulation D of the Act.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.

 

 

 


11


 

Item 6. Exhibits.

 

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

 

Exhibit

Description

3.1

Notice of Articles.(4)

3.2

Articles.(1)

3.3

Certificate of Continuation.(2)

3.4

Certificate of Change of Name dated January 6, 2014.(4)

3.5

Certificate of Change of Name dated February 11, 2015.(6)

3.6

Certificate of Change of Name dated December 23, 2020.(10)

3.7

Notice of Articles dated December 23, 2020(10)

10.1

Software Purchase Agreement between the Company and Hampshire Capital Limited. dated January 8, 2015.(5)

10.2

Service Agreement between VGrab International Ltd. and Hampshire Infotech SDN BHD dated July 12, 2015.(7)

10.3

Mobile Application Development Agreement between VGrab Asia Ltd. and Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie dated March 5, 2019.(8)

10.4

Debt Settlement Agreement between VGrab Communications Inc. and HG Group Sdn Bhd dated July 9, 2019. (8)

10.5

Debt Settlement Agreement between VGrab Communications Inc. and Chen Weijie dated August 30, 2019. (8)

10.6

Debt Settlement Agreement between VGrab Communications Inc. and Gu Xianwin dated August 30, 2019. (8)

10.7

Debt Settlement Agreement between VGrab Communications Inc. and Zheng Qing dated August 30, 2019. (8)

10.8

Debt Settlement Agreement between VGrab Communications Inc. and Hampshire Avenue Sdn Bhd dated September 2, 2019. (8)

10.9

Debt Settlement Agreement between VGrab Communications Inc. and Liew Choong Kong dated October 3, 2019. (8)

10.10

Debt Settlement Agreement between Mr. Lim Hun Beng and VGrab Communications Inc. dated October 6, 2020. (9)

10.11

Debt Settlement Agreement between Mr. Liong Fook Weng and VGrab Communications Inc. dated October 6, 2020. (9)

10.12

Debt Settlement Agreement between Mr. Ong See Ming and VGrab Communications Inc. dated October 6, 2020. (9)

10.13

General service agreement between Rocket Supreme S.L. and Duesenberg Inc.(11)

10.14

Employment Agreement between Duesenberg Inc. and Mr. Brendan Norman dated for reference January 15, 2021(12)

10.15

Employment Agreement between Duesenberg Inc. and Mr. Ian Thompson dated for reference January 15, 2021(12)

10.16

Debt Settlement Agreement between Mr. Lim Hun Beng and Duesenberg Technologies Inc. dated March 9, 2021 (13)

10.17

Debt Settlement Agreement between Hampshire Avenue SDN BHD and Duesenberg Technologies Inc. dated March 9, 2021 (13)

10.18

Digitalization Development Agreement between Hampshire Automotive Sdn Bhd and Duesenberg Technologies Malaysia Sdn Bhd dated April 16, 2021

10.19

Consulting Agreement between the Company and Veritas Consulting Group Inc. dated June 22, 2021.(14)

10.20

Share Reimbursement Agreement with Lim Kaishen dated August 6, 2021.(15)


12


 

 

Exhibit

Description

10.21

Debt Settlement Agreement between Mr. Ian George Thompson and Duesenberg Technologies Inc.  dated August 30, 2021(15)

10.22

Share Subscription Agreement dated for reference February 11, 2022, between the Company and Hampshire Brands (PTE) LTD(16)

10.23

Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Lim Hung Beng(16)

10.24

Debt Conversion Agreement dated for reference February 24, 2022, between the Company and Mr. Ong See-Ming(16)

10.25

Settlement agreement and mutual release between the Company and Veritas Consulting Group Inc. dated May 5, 2022(17)

10.26

Share Subscription Agreement dated for reference June 17, 2022, between the Company and Hampshire Brands (PTE) LTD

16.1

Code of Ethics.(3)

31.1

Certification of CEO pursuant to Rule 13a-14(a) and 15d-14(a).

31.2

Certification of CFO pursuant to Rule 13a-14(a) and 15d-14(a).

32.1

Certification of CEO pursuant to Section 1350 of Title 18 of the United States Code.

32.2

Certification of CFO pursuant to Section 1350 of Title 18 of the United States Code.

99.1

Audit Committee Charter(3)

101

The following unaudited interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the three and six months ended April 30, 2022, formatted in iXBRL;

(i) Condensed Consolidated Balance Sheets at April 30, 2022 and October 31, 2021;

(ii) Condensed Consolidated Statements of Operations for the Three and Six Months ended April 30, 2022 and 2021;

(iii) Condensed Consolidated Statements of Stockholders’ Deficit for the Six-month Periods Ended April 30, 2022 and 2021;

(iv) Condensed Consolidated Statement of Cash Flows for the Six Months ended April 30, 2022 and 2021; and

(v) Notes to the Condensed Consolidated Financial Statements.

 

Notes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 


13


 

SIGNATURES

 

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

 

Dated:  June 21, 2022

 

 

DUESENBERG TECHNOLOGIES INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lim Hun Beng

 

 

 

Lim Hun Beng

Chief Executive Officer and President

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Liong Fook Weng

 

 

 

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


14