ITEM 1.01ENTRY INTO A MATERIAL AGREMEENT.

On December 12, 2022, Duesenberg Technologies Inc. (the "Company") entered into settlement agreements (the "Settlement Agreements") with Mr. Brendan Norman, the Company's Chief Strategy Officer, and with two arms-length debt holders, to convert $265,674 the Company owed to Mr. Brendan Norman on account of monthly payroll, and a total of $31,267 the Company owed on account of notes payable (the "Debt Conversion") into 2,699,463 shares of its common stock (the "Shares") at a price of USD$0.11.

The shares were issued on December 28, 2022, pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act"). The Debt Holders 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.

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES.

As further described in Item 1.01 of this Form 8-K, on December 28, 2022, the Company issued a total of 2,699,463 shares of its common stock. The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act") based on the representations received from the Debt Holders that 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.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.





(d)Exhibits

Exhibit Number Description of Exhibit



  10.1         Debt Settlement Agreement between Mr. Brendan Norman and
               Duesenberg Technologies Inc. dated December 12, 2022.

  10.2         Debt Settlement Agreement between Mr. Ralph Biggar and Duesenberg
               Technologies Inc. dated December 12, 2022.

  10.3         Debt Settlement Agreement between Rain Communications Corp. and
               Duesenberg Technologies Inc. dated December 12, 2022.

  99.1         News Release dated January 9, 2023.







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