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
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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. Malaysia Companies Act 2016 May 17, 2018
(formerly VGrab Communications
Malaysia Sdn Bhd)
Duesenberg Technologies Companies Ordinance, Chapter 622 February 18, 2019
Evolution Ltd of the Laws of Hong Kong
(formerly VGrab Asia Limited)
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.
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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.
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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.
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DUESENBERG TECHNOLOGIES INC. 
