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
interim 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, 2020,
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
VGrab International Ltd. Labuan Companies Act 1990, June 24, 2015
Federal Territory of Labuan,
Malaysia
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. As of the date of this
Quarterly Report on Form 10-Q, VGrab International is being wound down as all
the business operations were moved to Duesenberg Malaysia Sdn Bhd., which we
incorporated on May 17, 2018, 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. VGrab's new SMART System will consist of several
modules, including VGrab Memberships system, which will allow its users to sign
up via internet or quick response code, also known as "QR Code", VGrab Cloud
Management System ("VCMS"), and VGrab Database Management System ("VDMS"). VCMS
and VDMS will form the backbone of VGrab's SMART System, integrating each future
developed VGrab SMART System's module into the platform. The Company is
currently testing the development of the VGrab SMART System before deployment to
potential clients.
On February 18, 2019, we formed another subsidiary, VGrab Asia Limited, which we
renamed to 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 base in P.R.
China.
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In March of 2020 we completed development of the prototype VGrab 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 2020 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 the 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 NV"). The purpose of Duesenberg NV is to undertake the development
of Electric Vehicle ("Duesenberg EV") using the Duesenberg brand. We acquired
the rights to use the Duesenberg 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 VGrab SMART
System as part of its operating system.
On January 8, 2021, Duesenberg NV 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 ("DHL"). DHL'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 vehicles from that era will be time consuming and
would require highly specialized and skilled tradesman; the Company also
anticipates DHL to start generating revenue independent of the core business of
Duesenberg.
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 nine-month period ended July 31, 2021, we have closed two private
placement financings (the "Financings") by issuing a total of 833,333 shares of
our common stock (the "Shares") for gross proceeds of $673,000. The Shares were
issued pursuant to the provisions of Regulation S of the United States
Securities Act of 1933, as amended (the "Act") to the persons who are not
residents of the United States and are otherwise not "U.S. Persons" as that term
is defined in Rule 902(k) of Regulation S of the Act. The funds we have raised
in the above Financings are not sufficient to bring our Duesenberg EV and
Duesenberg Heritage vehicle production plans to completion, and we will require
additional funding. We cannot assure the reader that we will be successful in
securing the further funding as required.
Recent Corporate Events
The following corporate developments have occurred during the third quarter
ended July 31, 2021, and up to the date of the filing of this Quarterly Report:
Management Changes
On May 11, 2021, Mr. Ian G Thompson resigned from his position as the Chief
Technical Officer of Duesenberg Inc. in order to pursue other personal and
business commitments. Mr. Thompson has confirmed that he has no disagreement
with the Company's management and board of directors and there is no matter
relating to his resignation that needs to be brought to the attention of the
shareholders of the Company.
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On August 30, 2021, Mr. Thompson agreed to convert the full amount we owed to
him at resignation, being $50,323, into 209,677 shares of our common stock. The
conversion of debt was approved by the directors of the Company on September 10,
2021.
Debt Restructuring
On July 16, 2021, Hampshire Avenue, our major shareholder, agreed to convert a
total of $24,126 we owed for cash advances provided to us by Hampshire Avenue
into 62,828 shares of our common stock.
Engagement of Veritas Consulting Group Inc. for Corporate Consulting and
Investor Relation Services
On June 22, 2021, we engaged Veritas Consulting Group Inc. ("Veritas") to
provide corporate consulting and investor relation services. We agreed to pay
Veritas $15,000 a month for these services. The agreement is for one year with
either party having the right to terminate upon thirty-days' notice.
In addition, our registered shareholder, Mr. Lim Kaishen (the "Shareholder"),
has entered into an agreement with Veritas for the general business development
consultation services to be provided to us in exchange for 300,000 shares of our
common stock that were held by the Shareholder. This agreement is for one year
with either party having the right to terminate within the first three months of
services provided. The Shareholder transferred 150,000 shares upon signing the
agreement and agreed to transfer remaining 150,000 shares after three months of
services have been provided. Upon transfer, the shares will remain restricted
under rule 144. We agreed to reimburse the Shareholder for the shares he has
provided to Veritas on a one for one basis, provided the services have been
rendered.
The services to be provided by Veritas include (i) corporate consulting by way
of introductions to financial relations companies and financial services; (ii)
communicating with our existing shareholders; and (iii) introduce the Company to
various securities dealers, investment advisors, analysts, funding sources, and
other members of the financial community, and (iv) generally assist us in our
efforts to enhance our visibility in the financial community. Veritas is a New
York, Wall Street-based Company made up of seasoned veterans with decades of
public market experience and the passion to see companies achieve their goals.
Engagement of Hampshire Automotive Sdn Bhd to Provide Engineering and Computer
Drafting Services
On April 16, 2021, Duesenberg Malaysia Sdn Bhd., engaged Hampshire Automotive
Sdn Bhd. ("Hampshire Automotive"), a private company of which Mr. Joe Lim is a
33% shareholder, to assist the Company with engineering and drafting of the
Duesenberg Heritage vehicles. As part of the services, Hampshire Automotive
agreed to convert the existing Duesenberg heritage car drawings and parts the
Company acquired previously into 3D digital drawings, which will then be used as
a blueprint for manufacturing new vehicles. The Company agreed to pay Hampshire
Automotive approximately $760,000 (RM3,200,000) for its services, which will
include 3D digital drawings, Vehicle Technology Development, Propulsion System
and Electrical Architecture, and Vehicle Attribute Engineering and Optimization.
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DUESENBERG TECHNOLOGIES INC. 
