ITEM 1.01ENTRY INTO A MATERIAL AGREEMENT.

On February 24, 2022, Duesenberg Technologies Inc. (the "Company") entered into debt settlement agreements (the "Agreements") with Mr. Lim Hun Beng, the Company's CEO, President and the majority shareholder, and Mr. Ong See Ming, the Company's director, (together referred to here as the "Debt Holders"), to convert a total of $132,628 owed to the Debt Holders into 663,140 restricted Shares of the Company at $0.20 per share.

The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act"). The subscribers represented that they were not "U.S. Persons" as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that they were "accredited investors" as that term is defined under National Instrument 45-106 - Prospectus and Registration Exemptions.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been 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.

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES.

On February 24, 2022, Duesenberg Technologies Inc. (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 (the "Financing") by issuing 2,511,962 shares of its common stock (the "Shares") at $0.20 per share for gross proceeds of $502,392.40;

·The Company issued a total of 663,140 Shares to the Debt Holders pursuant to the debt settlement agreements, as more fully described in Item 1.01 of this Form 8-K;

·The Company issued a total of 240,000 Shares to Mr. Chee Wai Hong and Mr. Barth, Carl Jürgen, the Company's directors (120,000 Shares each), 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; 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.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been 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.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.





(d)Exhibits

Exhibit Number Description of Exhibit



  10.1         Share Subscription Agreement dated for reference February 11, 2022

  10.2         Debt Conversion Agreement dated for reference February 24, 2022
               between the Company and Mr. Lim Hun Beng.

  10.3         Debt Conversion Agreement dated for reference February 24, 2022
               between the Company and Mr. Ong See Ming.

  99.1         News Release dated March 1, 2022.

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