DSG GLOBAL INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

The following discussion and analysis is based on, and should be read in
conjunction with, the condensed, consolidated interim financial statements and
the related notes thereto of DSG Global, Inc. contained in this Quarterly Report
on Form 10-Q (this "Report").

As used in this section, unless the context otherwise requires, references to "we," "our," "us," and "our company" refer to DSG Global, Inc. a Nevada corporation, together with our consolidated subsidiaries,

                           FORWARD LOOKING STATEMENTS



This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"project," "plan," "expect" and similar expressions that convey uncertainty of
future events or outcomes are intended to identify forward-looking statements.



In particular, without limiting the generality of the foregoing disclosure, the
forward-looking statements contained in this Quarterly Report on Form 10-Q and
which are inherently subject to a variety of risks and uncertainties that could
cause actual results, performance or achievements to differ significantly
include but are not limited to:


  ? our ability to successfully homologate our electric vehicles offerings;
  ? anticipated timelines for product deliveries;
  ? the production capacity of our manufacturing partners and suppliers;

? the stability, availability and cost of international shipping services;

? our ability to establish and maintain dealership network for our electric

vehicles;

? our ability to attract and retain customers;

? the availability of adequate manufacturing facilities for our PACER golf

    carts;
  ? the consistency of current labor and material costs;
  ? the availability of current government economic incentives for electric
    vehicles;
  ? the expansion of our business in our core golf market as well as in new

markets like electric vehicles, commercial fleet management and agriculture;

? the stability of general economic and business conditions, including changes

in interest rates;

? the Company's ability to obtain financing to execute our business plans, as

and when required and on reasonable terms;

? our ability to accurately assess and respond to market demand in the electric

    vehicle and golf industries;
  ? our ability to compete effectively in our chosen markets;
  ? consumer willingness to accept and adopt the use of our products;
  ? the anticipated reliability and performance of our product offerings;

? our ability to attract and retain qualified employees and key personnel;

? our ability to maintain, protect and enhance our intellectual property;

? our ability to comply with evolving legal standards and regulations,

particularly concerning requirements for being a public company.

? the ability of our Chairman, President and Chief Executive Officer to control

    a significant number of shares of our voting capital;
  ? the impact of the COVID-19 pandemic on capital markets;
  ? frustration or cancellation of key contracts;
  ? short selling activities;

? our ability to complete an offering of our common stock and warrants pursuant

to the Registration Statement on Form S-1 filed by with the Securities and

Exchange Commission on April 21, 2021 (the "Offering") and the concurrent

listing of our common stock and of the warrants on the Nasdaq Capital Market..

? the immediate and substantial dilution of the net tangible book value of our

common stock by the Offering;

? our ability to meet the initial or continuing listing requirements of the

Nasdaq Capital Market; and

? our intention to effect a reverse stock split of our outstanding common stock

immediately following the effective date of the Offering but prior to the

    closing of the Offering.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions, which may have been used.

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These forward-looking statements speak only as of the date of this Form 10-Q and
are subject to uncertainties, assumptions and business and economic risks. As
such, our actual results could differ materially from those set forth in the
forward-looking statements as a result of the factors set forth below in Part
II, Item 1A, "Risk Factors," and in our other reports filed with the Securities
and Exchange Commission. Moreover, we operate in a very competitive and rapidly
changing environment, and new risks emerge from time to time. It is not possible
for us to predict all risks, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and assumptions,
the forward-looking events and circumstances discussed in this Form 10-Q may not
occur, and actual results could differ materially and adversely from those
anticipated or implied in our forward-looking statements.



You should not rely upon forward-looking statements as predictions of future
events. Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we cannot guarantee that the future
results, levels of activity, performance or events and circumstances described
in the forward-looking statements will be achieved or occur. Moreover, neither
we nor any other person assumes responsibility for the accuracy and completeness
of the forward-looking statements. We undertake no obligation to update publicly
any forward-looking statements for any reason after the date of this Form 10-Q
to conform these statements to actual results or to changes in our expectations,
except as required by law.



Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Principles. The
following discussion should be read in conjunction with our unaudited condensed
consolidated financial statements and notes thereto appearing elsewhere in this
Quarterly Report on Form 10-Q with the understanding that our actual future
results, levels of activity, performance and events and circumstances may be
materially different from what we expect.



ABOUT DSG GLOBAL INC.

DSG Global Inc. is a technology development, manufacturing and distribution
company based in British Columbia, Canada and Fairfield, California. DSG stands
for "Digital Security Guard", our first fleet management technology and primary
value statement. Through Vantage TAG, our golf and fleet management division, we
are engaged in the design, manufacture, and sale of fleet and player experience
management solutions for the golf industry, and for commercial, government and
military applications. More recently, Vantage TAG has introduced a range of
innovative single player and luxury golf carts. In 2020, we established an
electric vehicle division, Imperium Motor Company, headquartered at our Imperium
Experience Centre in Fairfield, California. Imperium Motors is engaged in the
importation, marketing and distribution of a wide range a low-speed and
high-speed electric passenger vehicles for commuter, family, commercial, and
public use.

We were founded by a group of individuals who have dedicated their careers to
fleet management technologies and have been at the forefront of the industry's
most innovative developments. Our executive team has over 50 years of experience
in the design and manufacture of wireless, GPS, and fleet tracking solutions,
and over 40 years of experience in automotive retail, wholesale, distribution,
and manufacturing.



Powered by patented analytics and an extraordinary depth of industry knowledge,
DSG's mandate is to improve lives and businesses with intelligent, affordable,
adaptable and environmentally responsible transportation technologies and
electric vehicles.



Our principal executive office is located at 207 - 15272 Croydon Drive Surrey,
British Columbia, V3Z 0Z5, Canada. The telephone number at our principal
executive office is 1 (877) 589-8806. Our electric vehicle division, Imperium
Motor Company, is headquartered at our Imperium Experience Center, Located at
4670 Central Way, Suite D, Fairfield, CA 95605. Imperium's telephone number is 1
(707) 266-7575. The Company's stock symbol is DSGT.



Corporate History

DSG Global, Inc. (formerly Boreal Productions Inc.) was incorporated under the laws of the State of Nevada on September 24, 2007. We were formed to option feature films and TV projects to be packaged and sold to movie studios and production companies.

In January 2015, we changed our name to DSG Global, Inc. and effected a
one-for-three reverse stock split of our issued and outstanding common stock in
anticipation of entering in a share exchange agreement with DSG TAG Systems,
Inc., a corporation incorporated under the laws of the State of Nevada on April
17, 2008 and extra provincially registered in British Columbia, Canada in 2008.



On April 13, 2015, we entered into a share exchange agreement with Vantage Tag
Systems Inc. ("VTS") (formerly DSG Tag Systems Inc.) and the shareholders of VTS
who become parties to the agreement. Pursuant to the terms of the share exchange
agreement, we agreed to acquire not less than 75% and up to 100% of the issued
and outstanding common shares in the capital stock of VTS in exchange for the
issuance to the selling shareholders of up to 20,000,000 pre-reverse split
shares of our common stock on the basis of 1 common share for 5.4935 common

shares of VTS.



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On May 6, 2015, we completed the acquisition of approximately 75% (82,435,748
common shares) of the issued and outstanding common shares of VTS as
contemplated by the share exchange agreement by issuing 15,185,875 pre-reverse
split shares of our common stock to shareholders of VTS who became parties to
the agreement. In addition, concurrent with the closing of the share exchange
agreement, we issued an additional 179,823 pre-reverse split shares of our
common stock to Westergaard Holdings Ltd. in partial settlement of accrued
interest on outstanding indebtedness of VTS.



Following the initial closing of the share exchange agreement and through
October 22, 2015, we acquired an additional 101,200 shares of common stock of
VTS from shareholders who became parties to the share exchange agreement and
issued to these shareholders an aggregate of 18,422 pre-reverse split shares of
our common stock. Following completion of these additional purchases, DSG Global
Inc. owns approximately 100% of the issued and outstanding shares of common
stock of VTS. An aggregate of 4,229,384 shares of Series A Convertible Preferred
Stock of VTS were exchanged for 51 Series B and 3,000,000 Series E preferred
shares during the year ended December 31, 2018 by Westergaard Holdings Ltd., an
affiliate of Keith Westergaard, a previous member of our board of directors
which have not been issued as of September 30, 2021.



The reverse acquisition was accounted for as a recapitalization effected by a
share exchange, wherein VTS is considered the acquirer for accounting and
financial reporting purposes. The assets and liabilities of the acquired entity
have been brought forward at their book value and no goodwill has been
recognized. We adopted the business and operations of VTS upon the closing of
the share exchange agreement.



DSG TAG was incorporated under the laws of the State of Nevada on April 17, 2008
and extra provincially registered in British Columbia, Canada in 2008. In March
2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom
("DSG UK"). DSG UK is a wholly owned subsidiary of DSG TAG.



On March 26, 2019, we effected a reverse stock split of our authorized and
issued and outstanding shares of common stock on a four thousand (4,000) for one
(1) basis. Upon effect of the reverse split, our authorized capital decreased
from 3,000,000,000 pre-reverse split shares of common stock to 750,000 shares of
common stock and correspondingly, our issued and outstanding shares of common
stock decreased from 2,761,333,254 pre-reverse split to 690,403 shares of common
stock, all with a par value of $0.001. Our outstanding shares of Preferred

Stock
remain unchanged.

On December 22, 2020, we amended our Articles of Incorporation to increase our
authorized common shares from 150,000,000 to 350,000,000, and to designate
14,010,000 shares of preferred stock, par value $0.001 per share, including
3,000,000 Series A Preferred stock, 10,000 Series B Convertible Preferred stock,
10,000 Series C Convertible Preferred stock, 1,000,000 Series D Convertible
Preferred stock, 5,000,000 Series E Convertible Preferred stock and 10,000
Series F Convertible Preferred Stock.



Imperium Motor Corp. was incorporated under the laws of the State of Nevada on
September 15, 2020. Imperium Motor of Canada Corporation was incorporated under
the laws of British Columbia, Canada, on August 12, 2021.

On August 12, 2021, the Company incorporated Imperium Motor of Canada Corporation ("Imperium Canada"), under the laws of British Columbia, Canada, for which it subscribed to all authorized capital stock, 100 shares of Class A Voting Participating common shares, at a price of $0.10 per share. Imperium Canada is a wholly owned subsidiary of the Company.

On September 17, 2021, the Company incorporated AC Golf Carts, Inc. ("AC Golf
Carts"), under the laws of the State of Nevada, for which it subscribed to all
authorized stock, 100 common shares at a price of $0.001 par value per share. AC
Golf Carts is a wholly owned subsidiary of the Company.



About our Business Divisions

VANTAGE TAG FLEET MANAGEMENT AND GOLF DIVISION

Vantage Tag Golf and Fleet Management Technologies

Vantage TAG Systems has developed a patented combination of hardware and
software which we believe is the first completely modular and scalable fleet
management solution for the golf industry and beyond. Marketed around the world,
the TAG System and suite of products are deployed to help golf course operators
manage their fleets of golf carts, turf equipment, and utility vehicles,
providing real time vehicle global positioning, geofencing, remote control, and
remote vehicle lockdown security features. The TAG System optimizes course
efficiencies and pace of play, all while integrating a customizable array of
player experience features such as player messaging, course mapping and 3d
flyover, course & tournament marshalling, pro tips, food & beverage ordering,
and ad streaming, among others.



The Vantage TAG System is designed from the ground up to be a golf/turf vehicle
fleet management system. Its main function is addressing the golf course
operator needs. While employing same core technology (cellular wireless and GPS)
as traditional commercial vehicle fleet management systems, Vantage TAG has
created patent pending solutions to adapt it to the very specific requirements
of the golf environment. Compared to mainstream fleet tracking products, Vantage
TAG collects 10 to 50 times more data points per MB (megabyte) of cellular data
due to its proprietary data collection and compression algorithms. Also, the
relative positioning accuracy is improved by almost one order of magnitude by
the use of application-specific geo-data validation and correction methods.

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Vantage TAG's proprietary methods make it possible to offer a solution suitable
for use on golf courses at a price low enough to be affordable in the industry.
Every system component incorporates state-of-the-art technology (server, mobile
trackers, display). In developing its products vantage TAG Systems has adopted
an application-oriented approach placing the most emphasis (and research &
development) on server and end-user software by taking advantage of the
commodity level reached by mainstream technologies such as Global Positioning
(GPS) and M2M (Machine to Machine) Cellular Data in the wider context of
Commercial Fleet Management.



Vantage TAG leveraged the existence of an abundance of very cost-effective
telematics solutions by selecting an "off-the-shelf" hardware platform that
meets all the main performance and environmental requirements for operation in
the harsh, outdoor golf course environment. While removing all risk and cost
associated with developing a proprietary hardware platform, Vantage TAG has
maintained the unique nature of its hardware solution by developing a set of
proprietary adapters and interfaces specifically for the golf application.



Vantage TAG has secured an exclusive supply agreement with the third-party
hardware manufacturers for the vertical of golf industry. Additionally, Vantage
TAG owns the design of all proprietary adapters and interfaces. This removes the
risk of a potential competitor utilizing the same hardware platform. Competitors
could attempt to reverse engineer or copycat the TAG technology and equipment.
This risk factor is mitigated by the fact that our product does not rely on a
particular technology or hardware platform to be successful but on a very
specific vertical software application that is far more difficult to copy (and
respectively easier to protect).



The application software contains patent features implemented in every core
component of the system. The TAG device runs DSG proprietary firmware
incorporating unique data collection and compression algorithms. The web server
software which powers the end-user application is also proprietary and
incorporates the industry knowledge accumulated through the over 70 years of
collective experience of the DSG Global team.



This approach has given the product line a high level of endurance against
technology obsolescence. At any point in time, if a hardware component is
discontinued or a better/less expensive hardware platform becomes available, the
software application can be easily adapted to operate on the new platform or
with the new component. The company benefits from the constant increase of
performance and cost reduction of mainstream hardware technology without any
additional cost.



The web-based Software-as-a-Service (SaaS) model used by the Vantage TAG System
is optimal for low operating and support costs and rapid-cycle release for
software updates. It is also a major factor in eliminating or substantially
reducing the need for any end-user premises equipment. Customers have access to
the service through any internet connected computer or mobile device, there is
no need for a local wireless network on the facility and installation time

and
cost are minimal.



Vantage TAG is positioned to take advantage of mainstream technology and utilize
"best of breed" hardware platforms to create new generations of products. Our
software is designed to be "portable" to future new platforms with better GPS
and wireless technology in order to maintain the Company competitive edge.

All new product development effort of Vantage TAG is following the same model: select the best of breed third-party hardware platform, design and produce custom proprietary accessories while focusing the bulk of the development efforts on vertical software application to address a very specific set of end-customer needs.

The latest addition to the TAG family of products, the TAG INFINITY is a perfect
example of this development philosophy in action: the main component is a
last-generation Android tablet PC wrapped in a custom designed outdoor enclosure
containing the power supply and interface components required for the golf
environment. The software application is taking advantage of all the advanced
high-resolution graphics, touch user interface and computing power of the
Android OS delivering a vastly superior user experience compared to competitive
systems. The time to market for this product was 30% of how long it took to
develop and launch this type of products in the past.



The TAG Control Unit

The company's flagship product is the TAG Control unit. The TAG can operate as a
"stand alone" unit or with one of two displays; the INFINITY 7" alphanumeric
display or the INFINITY high definition "touch activated" screen. The TAG is GPS
enabled and communicates with the TAG software using cellular GSM networks.
Utilizing the cellular networks rather than erecting a local Wi-Fi network
assures carrier grade uptime, and vehicle tracking "off- property". GSM is the
de facto global standard for mobile communications.



25






The TAG unit itself is discreetly installed usually in the nose of the vehicle
to give the GPS clear line of site. It is then connected to the vehicle battery
and ignition. The property is then mapped using the latest satellite imagery
that is graphically enhanced and loaded into the TAG System as a map.

Once installed the vehicle owner utilizes the TAG software to locate the vehicle in real time using any computer, smartphone, or tablet that has an internet connection and perform various management operations.

                               [[Image Removed]]


The operator can use the geo-fencing capabilities to create "zones" on the
property where they can control the vehicles behavior such as shutting down a
vehicle that is entering a sensitive or dangerous area. The TAG System also
monitors the strength of the vehicle's battery helping to prevent sending out
vehicles undercharged batteries which can be an inconvenience for the course and
negatively impact the golfer experience.



Features and Benefits:

? Internal battery utilizing Smart Power technology which charges the battery

only when the vehicle is running (gas) or being charged (electric)

? Pace of Play management and reporting which is a critical statistic for the

  golf operator

? No software to install

? Web based access on any computer, smartphone, or tablet

? Set up restricted zones to protect property, vehicles, and customers

? Real time tracking both on and off property (using Street Maps)

? Email alerts of zone activity

? Cart lockdown

? Detailed usage reporting for improved maintenance, proper vehicle rotation, and

staff efficiency

? Geofencing security features

? Ability to enforce cart path rules which is key to protecting course on wet

weather days

? Modular system allows for hardware and feature options to fit any budget or

  operations




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INFINITY 7" Display



The INFINITY 7" is paired with the TAG Control unit as DSG's entry level display
system for operators who desire to provide basic hole distance information and
messaging to the golf customer. The INFINITY 7" is a very cost-effective
solution for operators who desire to give their customers GPS services with the
benefits of a Fleet Management back end. The INFINITY 7" can be mounted on the
steering column or the dash depending on the customer's preference.



                               [[Image Removed]]

VTS's entry level alphanumeric golf information display

Features and Benefits:



? Hole information display

? Yardage displays for front, middle, back locations of the pin

? Messaging capabilities - to individual carts or fleet broadcast

? Zone violation warnings

? Pace of Play notifications

? Smart battery technology to prevent power drain

? Versatile mounting option



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INFINITY XL 12" Display



The INFINITY XL 12" is a solution for operators who desire to provide a
high-level visual information experience to their customers. The INFINITY XL 12"
is a high definition "Infinity XL 12" "activated display screen mounted in the
golf cart integrated with the TAG Control unit to provide a full back/front end
Fleet Management solution. The INFINITY XL 12" displays hole graphics, yardage,
and detailed course information to the golfer and provides interactive features
such as Food and Beverage ordering and scorekeeping.



                               [[Image Removed]]

The industry leading Infinity XL 12" HD - the most sophisticated display on the market.

Features and Benefits:

? Integrated Food and Beverage ordering

? Pro Tips

? Flyover capability

? Daily pin placement display

? Interactive Scorecard with email capability

? Multiple language choices

? No power drain with Smart Battery technology

? Full broadcast messaging capabilities

? Pace of Play display

? Vivid hole graphics

? Option of steering or roof mount

? Generate advertising revenue and market additional services

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PROGRAMMATIC Advertising Platform

A unique feature of the INFINITY XL 12" system is the advertising display
capability. This can be used by the operator for internal promotion of services
or for generating revenue by selling the ad real estate since the golf
demographic is very desirable to advertisers. The INFINITY XL 12" displays
banner, panel, full page, pro tip, and Green view ads. There is also ad real
estate on the interactive feature screens for Food and Beverage ordering and the
scorecard. The Infinity XL 12" System can also display animated GIF files or
play video for added impact.



                               [[Image Removed]]

Advertising displayed in multiple formats including animated GIF and video



DSG has developed proprietary "Ad Manager" software which is used to place and
change the ads on the system(s) from a central NOC (Network Operations Center)
in real time. The Ad Manager can deploy to a single system or multiple systems.
This creates a network of screens that is also very desirable to advertisers as
ad content can be deployed locally, regionally, or nationally. The advertising
platform is an important part of the company's future marketing and sales
strategy.



                               [[Image Removed]]

DSG R3 Advertising Platform

The DSG R3 program delivers advance ROI (Revenue Optimization Intelligence).
Utilizing all streams of advertising delivery, such as automated, direct, and
self-serve. The R3 program has the ability to deliver relevant advertising to
golfers the moment they sit in the cart. The R3 model is more effective than the
previous advertising model of 'One to One', these are local ads only sold
through direct sales by courses, or 3 rd party advertising sales firms. The new
R3 model offers 'Many to one' advertising options, delivering thousands of
national, regional, and local advertisers an opportunity to advertise on our
screens through our R3 Marketplace.



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                               [[Image Removed]]

Previous 'One to One' model vs the new R3 model 'Many to One'

                               [[Image Removed]]



TAG TURF/ECO TAG



The TAG Turf and the new ECO TAG were developed to give course operators the
same back end management features for their turf equipment and utility vehicles.
Turf equipment is expensive, and a single piece can run over $100,000 and
represents a large portion of a golf course operating budget. The TAG Turf and
ECO TAG have comprehensive reporting that the operator can utilize to implement
programs that can increase efficiencies, reduce labor costs, help lower idle
times, provide fuel consumption and equipment performance, provide historical
data on cutting patterns, and reduce pollution from emissions by monitoring idle
times. Since the golf course needs to be maintained regardless of volume these
cost saving measures directly impact the operator's bottom line.



Features and Benefits:

? Can be installed on any turf, utility, or service vehicle

? Work activity tracking and management

? Work breakdown and analysis per area, work group, activity type or specific

  vehicle

? Vehicle idling alerts

? Zone entry alerts

? Detailed travel (cutting patterns) history

? Detailed usage reports with mileage and hours

? Protection for ecological areas through geo fencing

? Vehicle lock down and 'off property' locating features

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                               [[Image Removed]]

The TAG Turf provides detailed trail history and cutting patterns

Revenue Model

DSG derives revenue from four different sources, with an additional source of revenue in planning stages.

Systems Sales Revenue, which consists of the sales price paid by those customers who purchase our TAG system hardware lease our TAG system hardware.

Monthly Service Fees are paid by all customers for the wireless data fee charges required to operate the GPS tracking on the TAG systems.

Monthly Rental Fees are paid by those customers that rent the TAG system hardware. The amount of a customer's monthly payment varies based on the type of equipment rented (a TAG, a TAG and INFINITY 7", or a TAG and INFINITY XL 12").

Electronic Fleet Sales Revenue is a new source of revenue which consists primarily of wholesale distribution sales of our electronic fleet including vehicles, e-bikes and e-scooters. Golf cart sales are also included in this revenue source.

Programmatic Advertising Revenue is a planned new source of revenue that we
believe has the potential to be strategic for us in the future. We are in the
planning stage for this revenue stream, have not yet incurred any costs to
develop the software, and require additional capital and labour time to develop
the software. The intention is to provide advertising and other media
functionality on our INFINITY units.



We recognize revenue when persuasive evidence of an arrangement exists, delivery
has occurred, the fee is fixed or determinable, and collectability is reasonably
assured. In instances where final acceptance of the product is specified by the
customer, revenue is deferred until all acceptance criteria have been met. We
accrue for warranty costs, sales returns, and other allowances based on its
historical experience.



Our revenue recognition policies are discussed in more detail under "Note 2 -
Summary of Significant Accounting Policies" in the notes to our Consolidated
Financial Statements included in Part II, Item 8 of this Form 10-K.



Markets



Sales and Marketing Plan

The market for the TAG System is the worldwide golf cart and Turf equipment fleets. There are 40,000 golf courses around the world with North America being the largest individual market with 20,000. This represents over 3,000,000 vehicles. The golf market has five distinct types of operations. Municipal, Private Country Clubs, Destination Resorts, Public Commercial, Military and University affiliated. VTS has deployed and has case studies developed TAG systems in each of these categories.

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Our marketing strategy is focused on building brand awareness, generating quality leads, and providing excellent customer service.

North America Sales



Since the largest market is North America, the Company employs a direct sales
team and sales agents that provide full sales coverage. Our sales agents are
experienced golf industry professionals who maintain established relationships
with the golf industry and carry multiple golf lines. Our sales objective is to
offer our existing and prospective customers a dedicated, knowledgeable, and
outstanding customer service team.



In addition, our team is dedicated to existing accounts that focus on up-selling
and cross-selling additional products to our current customer base, securing
renewal agreements, and providing excellent customer service. The current
regions are:



? Western Canada

? Central Canada

? Eastern Canada

? Northeast USA

? Western USA

? Southeastern USA

? Midwest USA




International Sales

DSG focuses on select global golf markets that offer significant volume opportunities and that value the benefits that our products deliver.

We utilize strategic distributor partnerships in each targeted region/country to
sell, install and service our products. Distributors are selected based on
market strength, market share, technical and selling capability, and overall
reputation. We believe that DSG solutions appeal to all distributors because
they are universal and fit any make or model of vehicle. We maintain and
leverage our strong relationship with Yamaha, E-Z-GO and Ransomes Jacobsen
(sister company to E-Z-GO) in developing our distributor network around the
world. Today, many of our distributor partners are the leading distributors for
E-Z-GO and RJ and hold a dominant position in their respective markets. While
they are Yamaha or E-Z-GO distributors, most sell DSG products to all courses
regardless of their choice of golf car as a value add to their customers and to
generate additional revenue. We complement this distributor base with
independent distributors as needed to ensure we have sufficient coverage in
critical markets.

Currently DSG is focused on expanding in Europe, Asia and South Africa. The Company plans to expand next into Australia, New Zealand and Latin America.

Management Companies

Many golf facilities are managed by management companies. The portfolios of
these companies vary from a few to hundreds of golf courses. Troon®, the world's
largest player in golf course management, has over 200 courses under management.
The management companies provide everything from branding, staffing, management
systems, marketing, and procurement. DSG is currently providing products and
services to Troon, OB Sports, Kemper Sports, Trump, Marriott Golf, Blue Green,
Crown Golf, American Golf, Billy Casper, Club Corp, and Club Link.



DSG has been successful in completing installations and developing relationships
with several of the key players who control a substantial number of courses. DSG
will continue to implement system developments that are driven by the needs of
these management companies such as combined reporting, multiple course access
through a centralized dashboard. This development will become a competitive
advantage for DSG in the management company market.



32

DSG has dedicated a team to create specific collateral for this market and has assigned a senior executive to have direct responsibility to manage these relationships.

Competition



We compete with a number of established producers and distributors of vehicle
fleet management systems. Our competitors include producers of golf specific
applications, such as GPS Industries, LLC., one of the leading suppliers of golf
cart fleet management systems, as well as producers of non-golf specific utility
vehicle fleet management systems, such as Toro. Many of our competitors have
longer operating histories, better brand recognition and greater financial
resources than we do. In order for us to successfully compete in our industry we
must:



  ? demonstrate our products' competitive advantages;

  ? develop a comprehensive marketing system; and

  ? increase our financial resources.

However, there can be no assurance that even if we do these things, we will be able to compete effectively with the other companies in our industry.

We believe that we will be able to compete effectively in our industry because
of the versatility, reliability, and relative affordability of our products when
compared to those of our competitors. We will attempt to build awareness of our
competitive advantages among existing and potential customers through trade
shows, sales visits and demonstrations, online marketing, and positive word

of
mouth advertising.

However, as we are a newly established company relative to our competitors, we
face the same problems as other new companies starting up in an industry, such
as limited access to capital. Our competitors may be substantially larger and
better funded than us, and have significantly longer histories of research,
operation and development than us. In addition, they may be able to provide more
competitive products than we can and generally be able to respond more quickly
to new or emerging technologies and changes in legislation and regulations
relating to the industry. Additionally, our competitors may devote greater
resources to the development, promotion and sale of their products or services
than we do. Increased competition could also result in loss of key personnel,
reduced margins or loss of market share, any of which could harm our business.



Our primary competitor in the field of golf course fleet management is GPS
Industries, a company that was founded in 1996 by our sole officer, founder and
one of our directors, Mr. Bob Silzer. GPS Industries is currently the largest
player in the marketplace with an installed base of approximately 750 golf
courses worldwide. GPS Industries was consolidated by various mergers and
acquisitions with a diversity of hardware platforms and application software.
Since 2009, when GPS Industries has introduced their latest product offering
called the Visage, in an exclusive partnership with Club Car, their strategy has
been to target mostly their existing customers and motivate them into replacing
their existing, older GPS system, with the Visage system.



GPS Industries is leveraging very heavily their partnership with Club Car, which
is one of the three largest golf cart manufacturers in the world and at times is
benefiting from golf operators' preference for Club Car and their vehicles when
they select their management system.



Market Mix



Since the introduction of the DSG product line, we have shown golf course
operators that they have now access to a budget-friendly fleet management tool
that works not only on golf carts but also with all other vehicles used on the
golf course such as turf maintenance, shuttles, and other utility vehicles.



Marketing studies have identified that half of the golf course operators only
need a fleet management system and only 15% need a high-end GPS golf system.
This illustrates the strong competitive advantage that VTS TAG Systems has
versus GPS Industries since their product can only address the needs of a
relatively small fraction of the marketplace.



Consequently, GPS Industries' installed base has steadily declined since most of
their new product installations have replaced older product for existing
customers and some customers have opted for a lower budget system and switched
over to VTS TAG Systems.



33






Marketing Activities



The Company has a multi-layered approach marketing the TAG suite of products.
One of the foundations of this plan is attending industry trade shows which are
well attended by golf operators. The two largest shows are the PGA Merchandise
Show and the Golf Industry Show which are held in Florida at the end of January.
The Company also attends a number of regional shows around North America.
International events are attended by our distributors and partners.



The second layer of marketing is memberships in key organizations such as the
National Golf Course Owners Association, Golf Course Superintendents
Association, and Club Managers Association of America. These are very
influential in the industry and have marketing channels such as publications,
email blasts, and web-based marketing. The Company also markets directly to
course operators through email, surveys direct mail programs.



Lead Generation



One of the primary sources of lead generation is through the Company's strategic
partnerships with E-Z-GO, Yamaha, and Ransomes Jacobson. These relationships
provide the Company with a great deal of market intelligence. The sales forces
of the partners work in tandem with the DSG sales team by passing on the leads,
creating joint proposals, and distributing TAG sales material. The Company has
also created co-branded materials for specific value items of interest to
operators such as Pace of Play solutions. DSG sale s and marketing staff attend
partner sales events to conduct training and discuss marketing strategies.



The Company is in the process of testing an internal telemarketing program in
several key markets to gauge whether this particular channel warrants larger
scale implementation.



Competitive Advantages



Pricing



One of the "heroes" of the TAG System is providing the course operator a range
of modular fleet management options that are very competitively priced. Pricing
options range from the TURF, TAG, Infinity 7", and Infinity XL 12" System,
giving the customer a wide range of pricing options.



Functional advantages



DSG has the distinctive advantage of being able to offer a true fleet management
system, encompassing all the vehicles on the golf course, not just the golf
carts. Due to the modular nature of the system, customers have now the option to
configure their system's configuration to match exactly their needs and their
budget.



Product advantages



DSG products are the robust, reliable, and user-friendly systems in the world.
DSG is the only company currently providing systems that are waterproof with
internal batteries to ensure our partners retain the full golf cart
manufacturer's warranty.



Operational Plan

Our Operations Department's main functions are outlined below:

Product Supply Chain Management

  ? Product procurement, lead-time management

  ? Inventory Control




Customer Service



  ? Training

  ? Troubleshooting & Support

  ? Hardware Repairs




34






Installations



  ? Content & graphics procurement

  ? System configurations

  ? Shipping and Installation




Infrastructure Management



  ? Communication Servers Management

  ? Cellular Data Carriers

  ? Service and administration tools




Product Supply Chain



In order to maintain high product quality and control, as well as benefiting
from cost savings, the Company is currently procuring all main hardware
components offshore. Final assembly is locally performed in order to ensure
product quality. Other main components are also procured directly from
manufacturers or from local suppliers that outsource components office in order
to keep the price as low as possible.



The Company is requesting the suppliers to perform a complete set of quality
testing and minimum 24 hours' burn-in before the product is delivered. The local
hardware assembler and components supplier offers a 12-month warranty. The main
hardware components offshore supplier offers a warranty plan of 15 months from
the date the product is shipped. With an extended 90 days beyond the current
warranty, such repair service would be paid by the supplier except for component
replacement costs, which would be paid by DSG.



Another important activity related to the management of the product supply chain
is working closely with the suppliers and ensuring that we have alternate
sources for the main components and identify well in advance any components that
may go "end-of-life" and find suitable replacements before product shortages may
occur.



Inventory Control



The Company has implemented strict inventory management procedures that govern
the inbound flow of products from suppliers, the outgoing flow to customers as
well as the internal movement of inventory between warehouses (Canada, US and
UK). There are also procedures in place to control the flow of equipment
returning from customers for repairs and their replacements.



Installation



The Company is utilizing a small number of its own field engineers,
geographically positioned to be in close proximity of areas with high
concentrations of current and future customers. Occasionally, when new
installations exceed the internal capacity, the company employs a number of
external contractors, on a project-by-project basis. Each contractor has been
trained extensively to perform product installations and the Company has created
an extensive collection of Installation Manuals for all products and vehicle
types.

The product was designed with ease of installation as one of its features.
Additionally, the installation process includes a pre-shipping configuration
process that prepares each device with all the settings and graphics content (if
applicable) required for the specific location it will be deployed. This makes
the installation process a lot simpler and less time consuming in the field
which reduces costs (accommodations, food, travel) for internal staff as well as
external contractor cost (less billable time).

Another benefit of the simplified installation procedure is increased scalability in anticipation of increased number of installs in the future by reducing the skill level and training time requirements for additional contractors.

Customer Service



The Company has deployed its Customer Service staff strategically, so it has at
least one service representative active during business hours in North America,
Europe and South Africa.



35

The Company is handling Customer Service directly in North America and UK,
offering telephone and on-line support to end-customers. In other international
markets, the first-line customer service is handled by local distributor's staff
while DSG is supplying training and more advanced support to the distributors.



For the management of the customer service activities, the Company is utilizing
SalesForce.com CRM system which allows creating, updating, closing and
escalation of service cases, including the issuance of RMA (Return Material
Authorization) numbers for defective equipment. Using SalesForce.com also allows
generation of management reports for service issues, customer satisfaction, and
equipment failures in order to quickly identify trends, problem accounts or
systemic issues.

In addition, DSG began offering the DSG Par 72 Service & Support Plan to guarantee service and support to client courses in the golf business, during fiscal 2016. This program for client courses which guarantees service and support programs within 24 hours of a problem arising.

Product Development and Engineering

The Company employs a team of software engineers in house to develop and
maintain the main components of the server software and firmware. All product
development is derived from business needs assessment and customer requests. The
Product Manager is reviewing periodically the list of feature requests with the
Sales, establishes priorities and updates the Product Roadmap. The software
engineers are also responsible for developing specialized tools and systems
utilized increase efficiency in the operation of the Company. These projects
include functionality such as: automated system monitoring, automatic service
alerts, improved remote troubleshooting tools, cellular data monitoring and
reporting. All these tools are critical in future ability to support more
customers with less resources, streamline support, and improve internal
efficiency.

All hardware development (electronics and mechanical) is generally outsourced, however small projects like mounting solutions or cabling are handled in house.

Vantage TAG Golf Carts



PACER Single Rider Golf Cart



In 2021, after rigorous testing and consultation with industry leaders and
partners, DSG has introduced the PACER Single Rider Golf Cart. The PACER
furthers Vantage TAG's mandate to optimize the game for players and operators
alike, increasing pace of play, comfort, accessibility, and performance. The
PACER can complete up to four rounds of golf on a single charge, is factory
equipped with the TAG Control Unit, and upgradable to the TAG Infinity Display
at any time. DSG's PACER program allows operators to buy, lease, or install a
PACER fleet on a zero overhead, revenue-sharing basis, making it accessible to
the widest range of golf courses, venues, campuses and communities.



[[Image Removed]]



36

The Vantage TAG PACER Golf Cart

In 2020, DSG/Vantage Tag was working with manufacturers in China to develop and
launch our planned single rider "PACER" golf carts for a 2021 launch. After
testing several prototypes and consulting with industry leaders and partners, we
have delayed launch of the PACER in order to undertake PACER manufacturing in
North America, under the close supervision of our designers and marketing
partners, and in proximity to our largest anticipated customer base. We believe
this decision will allow us to produce an industry-leading product, maintain
quality control, reduce fulfillment delays and capitalize on manufacturing
synergies between our divisions. We anticipate that we will secure PACER
manufacturing capacity within 90 days based on general availability of
commercial space and labor. We continue to proceed with PACER sales development
and during this transition.



100E Golf Cart

Most recently, Vantage TAG has also introduced the premium 100E Golf Cart, built
for serious and casual riders seeking a luxury experience. Available for sale or
lease, the 100E combines real world range, performance, and safety into a
premium Low Speed Vehicle that only Vantage Tag can offer. Our first low speed,
street legal vehicle, the 100E achieves a 90 mile range per charge, is
Department of Transportation certified, and comes equipped with a whole package
of premium options starting at under $9,998 before discounts and incentives.
Available in a range of colors, the 100E brings style, performance,
sustainability and fun, from the golf course to town and everywhere in between.



[[Image Removed]]



The Vantage 100E Golf Cart.

In 2020, DSG/Vantage Tag was working with manufacturers in China to develop and
launch our planned single rider "PACER" golf carts for a 2021 launch. After
testing several prototypes and consulting with industry leaders and partners, we
have delayed launch of the PACER in order to undertake PACER manufacturing in
North America, under the close supervision of our designers and marketing
partners, and in proximity to our largest anticipated customer base. We believe
this decision will allow us to produce an industry-leading product, maintain
quality control, reduce fulfillment delays and capitalize on manufacturing
synergies between our divisions. We anticipate that we will secure PACER
manufacturing capacity within 90 days based on general availability of
commercial space and labor. We continue to proceed with PACER sales development
and during this transition.

IMPERIUM MOTOR COMPANY®-MAKING GREEN TRANSPORTATION AVAILABLE TO EVERYONE



In 2019, DSG Global founded Imperium Motor Company with a mission to bring the
worlds most effective and cost-efficient electric vehicles to North America and
beyond. Our range of commuter, family, and commercial vehicles offer a lower
cost alternative to competitive offerings, with an emphasis on great design,
performance, and functionality. Through our exclusive North American
manufacturing partnership with Zhejiang Jonway Group Co., Ltd. ("Jonway Group"),
and Skywell New Energy Automobile Group ("Skywell"), two of the world's most
prolific manufacturers of electric vehicles and components, Imperium now offers
one of the largest selections of electric vehicles in North America, including
ebikes and scooters, e-rickshaws, low speed cars, trucks, vans and scooters,
high speed SUVs and pickups, as well as buses, cargo trucks, and sanitation

vehicles.



37






On October 2, 2019, we entered into an exclusive cooperation agreement dated
September 17, 2019 with Zhejiang Jonway Group Co., Ltd. ("Jonway Group"), a
leading manufacturer of electric vehicles in China. Pursuant to the Agreement,
we have received the exclusive right to purchase, homologate, and distribute
Jonway Group's range of electric low speed vehicles in the Americas (including
the United States, Canada, Mexico and the Caribbean) for a term of 10 years. The
distribution rights are subject to the inspection and approval of eligible
vehicles by the Company.



Pursuant to the Agreement, the Company was to place an initial order of 17
sample vehicles by January 30, 2020. The sample vehicles are for homologation
purposes and subject to inspection and approval by the Company. The initial
order was delayed by mutual agreement due to manufacturing and shipping delays
resulting from COVID-19. However, as of the date of this Annual Report, the
initial order of 17 vehicles has been placed and fulfilled. We have since
approved and are currently homologating the vehicles for conformance with North
America road & safety standards. The written agreement between Jonway Group and
the Company does not specify what percentage of each vehicle purchase price is
payable upon order placement. Currently, the parties have agreed to a 30%
payment upon order placement with the balance payable upon shipping.

On February 4, 2020, we announced the establishment of our automotive subsidiary, Imperium Motor Company®, and a planned Electric Vehicle (EV) Experience Centre in California. Imperium Motor Company was incorporated in the State of Nevada on September 10, 2020.

On August 21, 2020, we announced the opening of our Electric Vehicle Experience
and Training Center located in Fairfield, California, where we plan to offer a
range of electric vehicles at the EV Vehicle Experience Centre and to provide
dealer support, training, and education.



On October 5, 2020, through Imperium Motor Corp., we entered into a Memorandum
of Understanding dated September 10, 2020 with Skywell Shenzen Vehicles Co. Ltd.
aka Skywell New Energy Automobile Group Co., Ltd. ("Skywell"), a leading
manufacturer of electric vehicles in China. Pursuant to the Memorandum of
Understanding, Imperium has received the exclusive right, subject to placement
of an initial vehicle order and corresponding payment to Skywell, to purchase,
homologate, and distribute Skywell's range of ET5 electric sport utility
vehicles in North America and the Caribbean. The Memorandum of Understanding,
while stated to be non-binding, provides for the conclusion of a definitive
agreement by the parties following the placement of an initial vehicle order by
the Company. The definitive agreement was to have a minimum term of 3 years, and
will renew automatically for successive 3-year terms, subject to the right of
each party to terminate the agreement by giving 30 days notice prior to renewal.



Effective February 9, 2021, we entered into a definitive OEM Cooperation
Agreement with Skywell dated February 5, 2021, which agreement modifies and
replaces the Memorandum of Understanding. Pursuant to the OEM Cooperation
Agreement, Skywell has granted to the Company the exclusive right to distribute
Skywell's electric passenger cars, trucks (including but not limited to the ET5
sport utility vehicle), buses and spare parts in the United States and Canada
for a term of 5 years. In order to maintain the distributions rights accorded by
the agreement, the Company must purchase and deliver 1,000 units within the
first year of the term, 2,000 units in the second year, 3,000 units in the third
year, 4,000 units in the fourth year, and 5,000 units in the fifth and final
year of the term. Skywell may terminate the agreement in its distribution with
30 days' notice if the Company fails to satisfy sales quotas. Product price,
terms of payment and logistical matters are subject to the ongoing approval and
agreement of the parties from time to time.



Effective February 15, 2021, we entered into a Cooperation Agreement with Rumble
Motors, a manufacturer and distributor of electric bikes and other vehicles.
Pursuant to the Cooperation Agreement, Rumble has granted to the Company the
exclusive right to distribute the Rumble Rover, Rumble Air, and other electric
bikes in India, Pakistan, Bangladesh, the United States, Canada, Mexico and the
Caribbean for a term of 5 years. The Rumble vehicles remain subject to the
Company's testing, approval, and homologation in the respective territories.



38

Imperium EV Passenger Vehicles

[[Image Removed]]   IMPERIUM ET5 by Skywell

                    ? SEATING for five passengers
                    ? MOTOR 150 kW max power
                    ? SPEED up to 150 kp/h
                    ? RANGE up to 404 km or 520 km NEDC estimate
                    ? BATTERY 55.33 or 71.98 kWh Li-ion
                    ? EQUIPPED with Automatic Transmission, Air Conditioning,
                      Heater, Power Windows, Power Door Locks, Rear Camera, Push
                      Button Start, Alloy Wheels, Am-Fm USB/SD Stereo and more

[[Image Removed]]   IMPERIUM Terra-e by ZXAUTO in development

                    ? SEATING for five passengers
                    ? MOTOR 135 kW max power
                    ? SPEED up to 145 km/h
                    ? RANGE up to 322 to 435 km estimate
                    ? BATTERY 53.84 or 75.22 kWh Li-ion
                    ? EQUIPPED with Automatic Transmission, Air Conditioning,
                      Heater, Power Windows, Power Door Locks, Rear Camera, Push
                      Button Start, Alloy Wheels, Am-Fm USB/SD Stereo and more

[[Image Removed]]   IMPERIUM W Coupe

                    ? SEATING for four and Unibody Construction
                    ? MOTOR 4.5 kW or optional 7.5 kW Brushless DC Motor available
                    ? SPEED of 40 km/h for LSV model or 75 km/h for mid speed model
                    ? RANGE of up to 120km on Lead Acid Battery Pack or up to 150km
                      with optional Lithium Battery Pack
                    ? BATTERY 72-volt 720 Ah Battery Power with Lead Acid or
                      Optional Lithium Battery Pack available
                    ? EQUIPPED with Automatic Transmission, Air Conditioning,
                      Heater, Power Windows, Power Door Locks, Rear Camera, Push
                      Button Start, Alloy Wheels, Am-Fm USB/SD Stereo and more




39






[[Image Removed]]   IMPERIUM Maxi "SUV" Style

                    ? SEATING for four with Steel Safety Cell Construction
                    ? MOTOR 4.5 kW or optional 7.5 kW Brushless DC Motor available
                    ? SPEED up to 40 km/h for LSV model or 60 km/h for mid speed
                      model
                    ? RANGE up to 120 km on Lead Acid Battery Pack or up to 150 km
                      with optional Lithium Battery Pack
                    ? BATTERY 72-volt 720 Ah with Lead Acid or Optional Lithium
                      Battery Pack available
                    ? EQUIPPED with Automatic Transmission, Alloy Wheels, Air
                      Conditioning, Heater, Power Windows, Power Door Locks, Rear
                      Camera, Push Button Start, Am-Fm USB/SD Stereo, Rear Mounted
                      Spare Tire and more

[[Image Removed]]   IMPERIUM Maxi Sport Sedan

                    ? SEATING for four with Steel Safety Cell Construction
                    ? MOTOR 4.5 kW or optional 7.5 kW Brushless DC Motor available
                    ? SPEED up to 40 km/h for LSV model or 60 km/h for mid speed
                      model
                    ? RANGE up to 120 km on Lead Acid Battery Pack or up to 150 km
                      with optional Lithium Battery Pack
                    ? BATTERY 72-volt 720 Ah with Lead Acid or Optional Lithium
                      Battery Pack available
                    ? EQUIPPED with Automatic Transmission, Alloy Wheels, Air
                      Conditioning, Heater, Power Windows, Power Door Locks, Rear
                      Camera, Push Button Start, Am-Fm USB/SD Stereo, Rear Mounted
                      Spare Tire and more




[[Image Removed]]   IMPERIUM Euro Coupe

                    ? SEATING for four with Steel Safety Cell Construction
                    ? MOTOR 4.5 kW to 7.5 kW Brushless DC
                    ? SPEED of up to 45 km/h or up to 55 km/h with optional
                      Performance Package




40






    ? RANGE up to 120 km on a single charge

? BATTERY 60-volt 600 Ah Maintenance Free Lead Acid or Lithium Battery Pack

with Optional Performance Package

? EQUIPPED with Automatic Transmission, Alloy Wheels, Air Conditioning, Heater,

Power Windows, Power Door Locks, Rear Camera, Push Button Start, Rear Hatch

      Am-Fm USB/SD Stereo and more

[[Image Removed]] IMPERIUM Urbee 4S

                    ? SEATING for four with Steel Safety Cell Construction
                    ? MOTOR 4.0 kW Brushless DC
                    ? SPEED up to 40 km/h
                    ? RANGE up to 120 km on a single charge
                    ? BATTERY 60-volt 600 Ah Maintenance Free Lead Acid
                    ? EQUIPPED with Alloy Wheels, Sunroof, Rear Locking Trunk
                      Heater, Power Windows, Optional Air Conditioning, Alloy
                      Wheels, Am-Fm USB/SD Stereo and more

[[Image Removed]] IMPERIUM Urbee 2S

                    ? SEATING for two with Steel Safety Cell Construction
                    ? MOTOR 2.8 kW or optional 4.0 kW Brushless DC
                    ? SPEED up to 55 km/h
                    ? RANGE up to 140 km on a single charge
                    ? BATTERY 60-volt 600 Ah Maintenance Free Lead Acid
                    ? EQUIPPED with Sunroof, Lockable Rear Trunk, Heater, Power
                      Windows, Optional Air Conditioning, Alloy Wheels, Am-Fm
                      USB/SD Stereo and more

[[Image Removed]] IMPERIUM Urbee Cargo Van

                    ? SEATING for two with Steel Safety Cell Construction
                    ? MOTOR 4.5 kW Brushless DC Motor Standard
                    ? SPEED up to 45 km/h
                    ? RANGE up to 120 km on a single charge
                    ? BATTERY 60-volt 600 Ah Maintenance Free Lead Acid
                    ? EQUIPPED with Large All Steel Locking Cargo Box with Dual
                      Doors, Heater, Power Windows, Optional Air Conditioning,
                      Alloy Wheels, Am-Fm USB/SD Stereo and more




41

[[Image Removed]] IMPERIUM Five Star Van

                    ? SEATING for two or five Passengers for Cargo Van
                    ? MOTOR up to 18 kW and 320 volt rated
                    ? SPEED up to 55 km/h for LSV and 100 km/h for Mid Speed Model
                    ? RANGE up to 150 km for Lead Acid Battery Pack or up to 300 km
                      with optional Lithium Battery Pack
                    ? BATTERY Quick Change Swappable Battery Packs with level one,
                      two and optional level 3 DC Fast Charging
                    ? EQUIPPED with Dual Air Conditioning, Heater, Power Windows,
                      Power Door Locks, Am-Fm USB/SD Stereo and more

[[Image Removed]] IMPERIUM T-Truck

                    ? READY for the road or use inside a warehouse with no tailpipe
                      emissions
                    ? CARGO BED with fold down tailgate
                    ? PERSONAL transportation or commercial ready
                    ? MOTOR 2.0 kW Permanent Magnet DC
                    ? ADJUSTABLE SPEED up to 55 kp/h
                    ? BATTERY Maintenance Free Lead Acid or optional Lithium
                    ? EQUIPPED with Alloy Wheels and Radial Tires, Full Lighting,
                      Turn Signals, Windshield Wiper, Motorcycle Style Front
                      Controls and more

[[Image Removed]] IMPERIUM T-Van

                    ? READY for the road or use inside a warehouse with no tailpipe
                      emissions
                    ? STEEL VAN BOX with HD locking dual doors
                    ? PERSONAL transportation or commercial use
                    ? MOTOR 2.0 kW Permanent Magnet DC
                    ? ADJUSTABLE SPEED up to 55 kp/h
                    ? BATTERY Maintenance Free Lead Acid or optional Lithium
                    ? EQUIPPED with Alloy Wheels and Radial Tires, Full Lighting,
                      Turn Signals, Windshield Wiper, Motorcycle Style Front
                      Controls and more




42

[[Image Removed]] IMPERIUM T01

                    ? SEATING for three passengers or Taxi open style model
                    ? MOTOR 1.0 kW Permanent Magnet DC with optional 1.5 kW Motor
                      Available
                    ? SPEED up to 40 km/h
                    ? RANGE up to 80 km
                    ? BATTERY 60V 225 Ah Maintenance Free Lead Acid or Optional
                      Lithium Ion Battery.
                    ? EQUIPPED with Auto Trans, Stereo, Heater, Alloy Wheels, Full
                      or Half Doors, DOT Lighting, Turn Signals and more

[[Image Removed]] IMPERIUM e-Rickshaw Extended Deluxe

                    ? SEATING for five
                    ? MOTOR 1.5kW or optional 2.0kW Permanent Magnet Motor
                    ? SPEED 32 km/h
                    ? RANGE 60 km or 80 km with optional Battery
                    ? BATTERY 45Ah or 60Ah Optional Colloid Battery Maintenance
                      Free
                    ? E-TAXI style with side seating, roof rack, stereo, alloy
                      wheels, safety steel frame and more

[[Image Removed]] Imp-Moto Product Lineup

                    ? Full Lineup of Electric Scooters, ATVs, UTVs and Motorbikes
                    ? Lithium Battery power available on most models
                    ? Off-Road or on road models
                    ? Low Maintenance EV Units
                    ? Units for most every purpose including specialized delivery
                      models and ride share Scooters with quick change battery
                      packs




43

Imperium's Production Partners

Zhejiang Jonway Automobile Co.

Imperium has exclusive distribution rights in the United States, Canada, Mexico and the Caribbean for Jonway built EVs.

Zhejiang Jonway Automobile Co., Ltd ("Jonway") began manufacturing in May 2003.
The Taizhou city, Zhejiang province manufacturing plant has an area of 57.3
hectares with more than 800 employees. It has invested more than 600 million RMB
in producing the three and five-door SUVs, with a capacity to produce up to
30,000 units per year. The manufacturing operations include pressing, welding,
painting and assembling lines. It has also gained the TS16949:2009, GCC, SASO,
SONCAP and CCC certification. Jonway offers a network of more than 500 auto
dealerships in China alone and has started a distribution network in Italy.



As a national first-class production enterprise, Jonway has passed the ISO 9001
quality management system certification, the product has passed the European
certification and the American DOT, EPA certification, and has been exported to
more than 80 countries in the world. Jonway has announced its third assembly
plant in the city of Xuzhou, China.

Skywell New Energy Automobile Group Co. Ltd.

Sky-well New Energy Automobile Group Co. Ltd. was founded in 2011. Primarily
engaged in the manufacturing and sales of large, medium and light buses,
passenger cars and related components, it has gradually become a leading
enterprise of China's new energy automobile industry. By the end of 2016, the
total assets of the company were 7.838 billion Yuan, with the net assets of
1.429 billion Yuan.



Skywell owns Nanjing Jinlong Bus Manufacturing Co., Ltd., Wuhan Sky-well New
Energy Automobile Co., Ltd., Shenzhen Sky-well Automobile Co., Ltd, Nanjing Sky
Source World Power Technology Co., Ltd and Qingdao Sky-well New Energy
Automobile Group Co. Ltd. Its products include the 3.6-18 m series of electric
passenger cars and passenger vehicles, which are widely sold in many countries
and regions in Southeast Asia and widely used in public transport, tourism,
commuting, leasing and other markets. Skywell is also one of the first companies
to enter the clean energy bus industry. Known for its emphasis on technology
research and development, its skilled workforce, its innovative designs and
high-quality products, it has achieved excellent results. Since 2014, Skywell
has ranked as the leading seller of new energy passenger cars in the China.



Skywell has granted to the Company the exclusive right to distribute Skywell's
electric passenger cars, trucks (including but not limited to the ET5 sport
utility vehicle), buses and spare parts in the United States and Canada for

a
term of 5 years.

Imperium Motor Company Experience Center

Our Imperium Electric Vehicle Northern California Experience Center is located
in Fairfield, Solano County, California. Solano County is situated between two
of the largest Electric Vehicle markets in California, the San Francisco Bay
Area and Greater Sacramento with a combined population of over 10 million
people. California is historically the top EV sales volume state with 50% of
sales within the United States. The building sits right next to the crossroads
of Freeway 80 and Freeway 680 in one of the best economic areas in the nation.



The Experience Center will feature the various models of new Electric Cars,
Trucks, Vans, UTVs, ATVs and Scooters arriving soon from the manufacturer. The
new building will not only display our new selection of Electric Vehicles but
will also host the center for Dealer training and Parts and Service support.

Imperium Distribution Network

We are currently marketing and offering direct sales of our electric vehicles at
our Imperium Motor Company Experience Center. However, it is our objective to
establish a network of experienced, authorized automotive dealers across the
United States and throughout our territory. We are currently recruiting and
vetting applicant dealerships and expect to announce our inaugural group of

authorized dealers in 2023.



44

Electric Vehicle Market Overview

United States



The number of electric vehicles (EVs) on U.S. roads is projected to reach 18.7
million in 2030, up from 1 million at the end of 2018. This is about 7% of the
259 million vehicles (cars and light trucks) expected to be on U.S. roads in
2030. EV sales in the United States were up 79% in 2018 while global EV sales
grew 64% in the same year.



Canada

Sales for 2018 were over 150% higher than 2017 and saw more EVs sold across the
country in 2018 than in the previous three years combined. Nearly 3% of all new
vehicles are electric, a higher rate than in the United States.



Mexico

EV sales in Latin America increased by 90% in 2018 due to growing demand in Mexico, Colombia and Costa Rica. While the Latin American EV market is far smaller than East Asia, Europe and North America, accounting for less than 1% of global EV sales in 2018, it is starting to grow thanks to a handful of incentives and targets. Mexico and Costa Rica, for example, exempt EVs from numerous taxes while Colombia has an ambitious target of 600,000 EVs on its roads by 2030.

Companies are also increasing their activity. BYD Co. now sells electric buses
across the region and Tesla Inc. recently launched its best-selling Model 3

in
Mexico.



Caribbean

While most Caribbean islands are rapidly modernizing their electric grids, the
modernization of transportation systems has lagged. Is change in the air? In
November, the government of Bermuda signed a memorandum of understanding with
the Rocky Mountain Institute (RMI), embracing a plan to fully transition the
island's transportation sector to EVs.

The case for EVs is strong in Bermuda, as it is across the Caribbean. With predominantly flat terrain and driving distances that are short enough to eliminate "range anxiety," EVs make perfect sense.

Caribbean nations are uniquely positioned to reap major benefits from EVs with
the abundance of sunshine that could provide renewable solar power on a
significant scale. EV adoption would also reduce reliance on fuel imports, which
creates extreme economic vulnerability linked to oil price fluctuations as well
as contribute to disaster resilience through energy storage-EV batteries can
serve as backup power sources during hurricanes.

Competition in the EV Market

The EV market is highly competitive and evolving rapidly, with new manufacturers
and distributors consistently entering the industry to satisfy actual and
expected growth in the demand for competitively priced vehicles. As a result, we
expect that we will experience significant competition from new and established
manufacturers, marketers and distributors. These include niche manufacturers of
specialty electric vehicles, and large established manufacturers of automobiles.
These, including manufacturers of EVs such as the Tesla Model S, the Chevrolet
Volt and the Nissan Leaf.



Most of our current and potential competitors have significantly greater
financial, technical, manufacturing, marketing and other resources than we do
and may be able to devote greater resources to the design, development,
manufacturing, distribution, promotion, sale and support of their products.
Virtually all of our competitors have more extensive customer bases and broader
customer and industry relationships than we do. In addition, almost all of these
companies have longer operating histories and greater name recognition than we
do. Our competitors may be in a stronger position to respond quickly to new
technologies and may be able to design, develop, market and sell their products
more effectively.



Other Recent Developments



On November 1, 2020, the Company entered into an Advisory Services and
Consulting Agreement with a third party for a term of twelve (12) months, and
which may be terminated by either party after six (6) months, whereby the
Company agrees to pay a non-refundable cash consulting fee of $3,500 per month
as well as consideration of a number of restricted common shares of the
Company's to be mutually determined by the parties upon the Company's listing on
a U.S. national exchange.

On December 23, 2020, the Company entered into a two-year redeemable stock
purchase agreement (the "Series F SPA") with a third party for the purchase of
shares of the Company's Series F Preferred stock at a price of $1,000 per share.
In addition, the Company agreed to issued 3,000,000 Warrants, exercisable into
one common share per warrant at an exercise price of $0.50, for a term of 5
years and are not eligible for cashless exercise. On the date of the SPA, the
third party purchased 1,500 Series F Preferred shares in exchange for
$1,500,000. Further, under the terms of the SPA, the third party agreed to
purchase an additional 1,500 Series F Preferred shares upon the filing by the
Company of a registration statement with the Securities and Exchange Commission
(the "Registration Statement") registering the common shares underlying the
Series F Preferred shares and underlying the warrants. At the Company's request,
the third party agrees to purchase an additional 1,000 Series F Preferred shares
every thirty days (an "Additional Closing") as long as the Registration
Statement remains effective and the Company's average daily trading volume for
the third trading days prior to an Additional Closing is at least $500,000

per
day.



45

On January 29, 2021, the Company issued a preliminary prospectus (the "Registration Statement") to offer and sell up to 10,000,000 common shares, which will consist of up to 3,000,000 common shares issuable upon exercise of outstanding warrants, and up to 7,000,000 common shares upon conversion of certain Series F Preferred shares of the Company.

On April 21, 2021, the Company filed with the Securities and Exchange Commission
a Registration Statement on Form S-1 to register a firm commitment underwritten
public offering of Units consisting of common shares and common share purchase
warrants in the aggregate amount of $15,000,000 (the "Offering"). The offering
price of the Units will be determined between the underwriter and the Company at
the time of pricing, considering the Company's historical performance and
capital structure, prevailing market conditions, and overall assessment of the
Company's business, and may be at a discount to the then current market price.



In connection with the Offering, the Company has applied to list its common
stock and warrants on the Nasdaq Capital Market under the symbols "DSGT" and
"DSGTW". No assurance can be given that the Company's application will be
approved or that the trading prices of its common stock on the OTCQB market will
be indicative of the prices of its common stock if its common stock were traded
on the Nasdaq Capital Market. If the listing application is not approved by the
Nasdaq Stock Market, the Company will not be able to consummate the Offering and
will terminate the Offering.



On September 13, 2021, the Company entered into a securities purchase agreement
with a third party. Pursuant to the agreement, the Company received cash
proceeds of $2,000,000 on September 13, 2021 in exchange for the issuance of an
unsecured convertible promissory note in the principal amount of $2,400,000,
which was inclusive of a $400,000 original issue discount and bears interest at
9% per annum to the holder. If the convertible note is not paid in full before
December 12, 2021, an additional $100,000 of guaranteed interest will be added
to the note. An additional $100,000 of guaranteed interest will be added to the
note on the 12th day of each succeeding month during which any portion of the
convertible note remains unpaid. Any principal or interest on the convertible
note that is not paid when due or during any period of default bears interest at
24% per annum.



In the event of a default, the note is convertible at the price that is equal to
a 40% discount to the lowest trading price of the Company's common shares during
the 30 day trading period prior to the conversion date.



As the note is in default, it has become convertible at the holders request. The
fair value of the loan approximates carrying value as it is now short term in
nature, effectively due on demand.



On February 17, 2022, the Company entered into a Waiver of Conditions to the
Share Purchase Agreement (the "SPA") dated December 13, 2021. The Company
received two payments in the amount of $250,000 on each of February 28, 2022 and
March 31, 2022. The Company agrees to repay these amounts, on an ongoing basis,
with an amount equaling 20% of any gross proceeds collected by the Company until
such time that 250 shares of the Series F Preferred Stock issued pursuant to
this agreement and the SPA are redeemed in full. Under the original terms of the
SPA, the redemption required a 15% premium, and due to the redemption being
mandatory, the above transactions were treated as loans and not as mezzanine
equity. A Redemption Premium of $75,000 was recognized, and recorded as part of
the loan.

During the nine months ended September 30, 2022, the Company made required payments in the amount of $20,411, which was applied against the loan payable.

Material Contracts



On March 2, 2020, we entered into an advisory services agreement with a third
party. Under the terms of this five-year agreement, the third party has agreed
to provide the Company with strategic brand and business positioning, strategic
marketing, concept development and ongoing strategic consulting services. In
consideration of the services to be rendered by the third party, the Company has
agreed to (1) make a cash payment in the amount of $350,000 payable in several
tranches following the Company's completion of future financings of the Company,
and monthly payments of $10,000 following the first twelve months of the
engagement, and (2) issue a five-year warrant to purchase 2,829,859 at an
exercise price of $0.25 per share, upon the execution of the agreement (the
"First Warrant"), and a five-year warrant to purchase such number the Company's
common shares that is equal to 10% of the Company's common shares calculated on
a fully diluted basis as of the closing date of the future financing, at an
exercise price per share equal to the 80% of the price of the Company's
securities in such future financing less the number of shares represented by the
First Warrant. The warrants contains, among other provisions customary for the
instruments of this nature, provisions pertaining to cashless exercise, and
two-year piggy-back registration rights which entitle the holders of the
warrants to register the common shares underlying their warrants alongside other
registrable securities of the Company, subject to underwriter cutbacks in case
of underwritten public offering(s) of the Company's securities, if any.



On July 10, 2020, we signed a two-year lease agreement for retail, showroom and
warehouse space in Fairfield, CA expiring on August 31, 2022 and with the first
right of refusal for a 3-5-year lease extension, if written notice is provided
prior to the expiration of the current term. The annual rent for the premises
starts at $93,000. The lease includes a rent-free period with rent payments
commencing on October 1, 2020.



On July 14, 2020, we signed a three-year lease agreement expiring on July 31,
2023 for office space in Surrey, BC with two rights to renew, each for an
additional two-year term, if written notice is provided no later than 9 months
prior to the expiration of the current term. The annual base rent for the
premises starts at CAD$51,552, with additional rent of CAD$1,551 per month for
operating expenses. The lease includes a rent-free period with rent payments
commencing on November 1, 2020.



On October 21, 2020, we entered into an Advisory Services and Data Delivery
Agreement with a third party for a term of nine (9) months, and which may be
renewed for an additional nine (9) months upon mutual written agreement, whereby
the Company agrees to issue 500,000 common shares for advisory services valued
at $100,000 and 1,500,000 common shares valued at $300,000 for the purchase of
sector-specific data records for marketing purposes.



On October 26, 2020, we entered into an amended Investor Relations Agreement
with a third party for a term of twelve (months), expiring on October 3, 2021,
whereby the Company agrees to issue 100 Series B preferred shares convertible
into 1,000,000 common shares and 1,000,000 warrants exercisable into common
shares at an exercise price of $0.25 for a period of three years.



On November 1, 2020, we entered into an Advisory Services and Consulting
Agreement with a third party for a term of twelve (12) months, and which may be
terminated by either party after six (6) months, whereby the Company agrees to
pay a non-refundable cash consulting fee of $3,500 per month as well as
consideration of an amount of restricted shares of the Company's common stock to
be determined as mutually agreed upon by the parties upon the Company's listing
on a U.S. national exchange. (Encore)



46

On December 23, 2020, we entered into a two-year redeemable stock purchase
agreement (the "Series F SPA") with a third party for the purchase of shares of
the Company's Series F Preferred stock ("Series F") at a price of $1,000 per
share. In addition, the Company agreed to issued 3,000,000 Warrants, exercisable
into one common share per Warrant at an exercise price of $0.50, for a term of 5
years and are not eligible for cashless exercise. On the date of the SPA, the
third party purchased 1,500 shares of Series F in exchange for $1,500,000.
Further, under the terms of the SPA, the third party agreed to purchase an
additional 1,500 shares of Series F upon the filing by the Company of a
registration statement with the Securities and Exchange Commission (the
"Registration Statement") registering the shares underlying the Series F and
underlying the Warrants. At the Company's request, the third party agrees to
purchase an additional 1,000 shares of Series F every thirty days (an
"Additional Closing") as long as the Registration Statement remains effective
and the Company's average daily trading volume for the third trading days prior
to an Additional Closing is at least $500,000 per day.



Description of Property



Our principal executive office is located at 207-15272 Croydon Drive, Surrey,
BC, V3Z 0Z5 Canada, where we lease approximately 2,024 square feet of office
space. On July 14, 2020, the Company entered into a three-year lease agreement
expiring on July 31, 2023 for office space in Surrey, BC with two rights to
renew, each for an additional two-year term, if written notice is provided no
later than 9 months prior to the expiration of the current term. The annual base
rent for the premises starts at CAD$51,552, with additional rent of CAD$1,551
per month for operating expenses. The lease includes a rent-free period with
rent payments commencing on November 1, 2020.



Imperium Motors has an office located at 4670 Central Way, Unit D, Fairfield,
California 94534, which is also the location of our Imperium Experience Center.
On July 10, 2020, the Company entered into a two-year lease agreement for
retail, showroom and warehouse space in Fairfield, CA expiring on August 31,
2022 and with the first right of refusal for a 3-5-year lease extension, if
written notice is provided prior to the expiration of the current term. The
annual rent for the premises starts at $93,000. The lease includes a rent-free
period with rent payments commencing on October 1, 2020.



Intellectual Property



General

Our success will depend in part on our ability to protect our products and
product candidates by obtaining and maintaining a strong proprietary position
both in the United States and in other countries. To develop and maintain our
proprietary position, we will rely on patent protection, trade secrets,
know-how, continuing technological innovations and licensing opportunities. In
that regard, we retain and rely on the advice of legal counsel specialized in
the field of intellectual property.



Patents



DSG owns two U.S. patents:

? US Patent No. 8,836,490 for a "Vehicle Management" was issued September 16,

2014 and expires June 29, 2031.

? US Patent No. 9,280,902 for a "Facilities Management" was issued March 8, 2016

  and expires January 24, 2032.




Domain Names

We have registered and own the domain name of our websites www.vantage-tag.com, www.dsgtglobal.com, and www.imperiummotorcompany.com.

Copyright

We own the common law copyright in the contents of our websites (www.vantage-tag.com, www.dsgtglobal.com, www.imperiummotorcompany.com) and our various promotional materials.

Trademarks



We own the common-law trademark rights in our corporate names, product names,
and associated logos, including "DSG TAG", "TAG Golf", "ECO TAG", "TAG Text",
"TAG Touch", "TAG", "TAG Commercial", "TAG Military", "Imperium", and "Imperium
Motors". We have not applied to register any trademarks with the U.S. Patent and
Trademark Office or with any other national or multi-national trademark
authority. We assert common law trademark rights in our corporate name and

those
of our subsidiaries.



47






Employees

As of the date of this quarterly report we have thirty full-time employees in
general and administrative, operations, engineering, research and development,
business development, sales and marketing, and finance. We also engage
independent contractors and consultants from time to time on an as-needed basis
to supplement our core staff.



Government Regulation



As a vehicle importer and distributor, we are required to ensure that all
vehicles meet applicable safety and environmental standards. In the United
States, our vehicles must meet the applicable provisions of the U.S. Code of
Federal Regulations ("CFR") Title 49 - Transportation. This includes providing
Manufacture Identification information (49 CFR Part 566), VIN-deciphering
information (49 CFR Part 565, and certifying that our vehicles meet or exceed
the applicable sections of the Federal Motor Vehicle Safety Standards (40 CFR
Part 571) and Environmental Protection Agency noise emission standards (40

CFR
205).

In Canada, issuance of the National Safety Mark (the "NSM") by the Minister of
Transport for Canada will be required to distribute vehicles in Canada for the
Canadian market. Receipt of the NSM is contingent on us demonstrating that our
vehicles are designed and manufactured to meet or exceed the applicable sections
of the Canadian Motor Vehicle Safety Act (C.R.C. Chapter 1038) and that
appropriate records are maintained.



Automotive dealers, including us and the members of our dealership network, are
also regulated by, among other agencies, the Federal Trade Commission (FTC) and
the Federal Reserve Board. Congress even enhanced the FTC's rulemaking authority
over motor vehicle dealers as part of the Wall Street Reform law. The major
federal statutes and regulations that currently cover automobile dealers include
the Truth in Lending Act, Federal Consumer Leasing Act, Equal Credit Opportunity
Act, Fair Credit Reporting Act, Gramm-Leach-Blilely Act, Federal Trade
Commission Act, etc.



In addition to federal laws, motor vehicle dealers are subject to rigorous state
laws and regulations, licensed in every state, and bonded in virtually in every
state. Dealers are subject to state consumer protection statutes, enforced by 50
state consumer protection agencies and state attorneys general.



In addition to regulations applicable to businesses in general, we may also be
subject to direct regulation by governmental agencies, including the FCC and
Department of Defense.

Components of Our Results of Operations

Revenue

We derive revenue from four different sources, with an additional source in planning stages, as follows:

  ? Systems sales revenue, which consists of the sales price paid by those
    customers who purchase or lease our TAG system hardware.

? Monthly service fees are paid by all customers for the wireless data fee

charges required to operate the GPS tracking on the TAG systems.

? Monthly rental fees are paid by those customers that rent the TAG system

hardware. The amount of a customer's monthly payment varies based on the type

    of equipment rented (a TAG, a TAG and TEXT, or a TAG and INFINITY).

? Electronic fleet sales revenue is a new source of revenue which consists

primarily of wholesale distribution sales of our electronic fleet including

vehicles, e-bikes and e-scooters. Golf cart sales are also included within

    this source of revenue.

    In Planning

? Programmatic advertising revenue is a new source of revenue that we believe

has the potential to be strategic for us in the future. We are in the process

of implementing and designing software to provide advertising and other media

functionality on our INFINITY units. No costs have been incurred yet for this

    project.




48

We recognize revenue when it satisfies a performance obligation by transferring
control over a product to a customer. Revenue is measured based on the
consideration the Company expects to receive in exchange for those products. In
instances where final acceptance of the product is specified by the customer,
revenue is deferred until all acceptance criteria have been met. We accrue for
warranty costs, sales returns, and other allowances based on its historical
experience.

Our revenue recognition policies are discussed in more detail under "Note 3 - Summary of Significant Accounting Policies" in the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Cost of Revenue

Our cost of revenue consists primarily of hardware purchases, wireless data fees, mapping, installation costs, freight expenses and inventory adjustments.

? Hardware purchases. Our equipment purchases consist primarily of TAG system

control units, TEXT display, and INFINITY displays. The TAG system control

unit is sold as a stand-alone unit or in conjunction with our TEXT

alphanumeric display or INFINITY high definition "touch activated" display.

Hardware purchases also include costs of components used during installations,

such as cables, mounting solutions, and other miscellaneous equipment.

? Wireless data fees. Our wireless data fees consist primarily of the data fees

charged by outside providers of GPS tracking used in all of our TAG system

control units.

? Mapping. Our mapping costs consist of aerial mapping, course map, geofencing,

and 3D flyovers for golf courses. This cost is incurred at the time of

hardware installation.

? Installation. Our installation costs consist primarily of costs incurred by

our employed service technicians for the cost of travel, meals, and

miscellaneous components required during installations. In addition, these

costs also include fees paid to external contractors for installations on a

project-by-project basis.

? Electronic fleet purchases. Our electronic fleet purchases consists of the

landed cost of electronic vehicles, e-bikes and e-scooters which includes the

cost of the unit, and any relevant freight and import fees.

? Freight expenses and Inventory adjustments. Our freight expenses consist

primarily of costs to ship hardware to courses for installations. Our

inventory adjustments include inventory write offs, write downs, and other

    adjustments to the cost of inventory.

  ? Operating expenses & other income (expenses) We classify our operating
    expenses and other income (expenses) into six categories: compensation,

general and administrative, warranty, foreign currency exchange, and finance

costs. Our operating expenses consist primarily of sales and marketing,

salaries and wages, consulting fees, professional fees, trade shows, software

development, and allocated costs. Allocated costs include charges for

facilities, office expenses, telephones and other miscellaneous expenses. Our

other income (expenses) primarily consists of financing costs and foreign

    exchange gains or losses.




   ?  Compensation expense. Our compensation expenses consist primarily of

personnel costs, such as employee salaries, payroll expenses, and employee

benefits. This includes salaries for management, administration,

engineering, sales and marketing, and service support technicians. Salaries

      and wages directly related to projects or research and development are
      expensed as incurred to their operating expense category.

? General and administrative. Our general and administrative expenses consist

primarily of sales and marketing, commissions, travel, trade shows,

consultant fees, insurance, and compliance and other administrative

functions, as well as accounting and legal professional services fees,

allocated costs and other corporate expenses and lease expense. Sales and

marketing includes brand marketing, marketing materials, and media

management.

? Warranty expense (recovery). Our warranty expenses consist primarily of

associated material product costs, labor costs for technical support staff,

      and other associated overhead. Warranty costs are expensed as they are
      incurred.




49

? Bad debt. Our bad debt expense consists primarily of amounts written down for

doubtful accounts recorded on trade receivables.

? Depreciation and amortization. Our depreciation and amortization costs consist

primarily of depreciation and amortization on fixed assets and intangible

assets.

? Foreign currency exchange. Our foreign currency exchange consists primarily of

foreign exchange fluctuations recorded in Canadian dollar (CAD), British

    Pounds (GBP), or Euro (EUR) at the rates of exchange in effect when the
    transaction occurred.

  ? Finance costs. Our finance costs consist primarily of investor interest

expense, investor commission fees, and other financing charges for obtaining

    debt financing.




We expect to continue to invest in corporate infrastructure and incur additional
expenses associated with being a public company, including increased legal and
accounting costs, investor relations costs, higher insurance premiums and
compliance costs associated with Section 404 of the Sarbanes-Oxley Act of 2002.
In addition, we expect sales and marketing expenses to increase in absolute
dollars in future periods. In particular, we expect to incur additional
marketing costs to support the expansion of our offerings in new markets like
commercial fleet management and agriculture.



Results of Operations



The following table summarizes key items of comparison and their related
increase (decrease) for the three and nine months ended September 30, 2022, and
2021:



                                                           Increase                                            Increase
                            Three months ended            (Decrease)             Nine months ended            (Decrease)
                        30-Sep-22        30-Sep-21        2022 - 2021       30-Sep-22        30-Sep-21        2022 - 2021
                           ($)              ($)               (%)              ($)              ($)               (%)
Revenues               $  1,425,673          498,380             186.1     $  3,344,802     $  1,380,324             142.3

Cost of revenue             952,841          226,452             320.8        2,254,680          558,298             303.8
Gross profit                472,832          271,928              73.9        1,090,122          822,026              32.6

Operating expenses:
Compensation expense      1,299,003          665,894              95.1        2,966,226        2,568,795              15.5
General and
administrative
expense                     892,560        1,407,770             (36.6 )      2,137,225        2,507,188             (14.8 )
Research and
development                  15,594                -             100.0           52,344                -             100.0
Bad debt expense             45,197           22,159             104.0           57,679           32,959              75.0
Depreciation and
amortization expense          2,965            6,781             (56.3 )          9,195           17,954             (48.8 )
Total operating
expenses                  2,255,319        2,102,604               7.3        5,222,709        5,126,896               1.9
Loss from operations     (1,782,487 )     (1,830,676 )            (2.6 )     (4,132,587 )     (4,304,870 )            (4.0 )

Other income
(expense)
Foreign currency
exchange                     (1,354 )           (316 )          (328.5 )        (28,066 )        (22,665 )           (23.8 )
Other income                      -              (54 )          (100.0 )              -           16,849            (100.0 )
Redemption premium                -                -                 -           (3,062 )              -            (100.0 )
Gain (Loss) on sale               -                -                 -           (3,923 )              -            (100.0 )
Gain (Loss) on
disposal                          -                -                 -            3,960                -             100.0
Gain (Loss) on
extinguishment of
debt                         30,115          (76,454 )           139.4           40,355              902            4373.9
Finance costs              (617,108 )        (41,178 )         (1398.6 )     (1,701,657 )        (66,723 )         (2450.3 )
Total other expense        (588,347 )       (118,002 )          (398.6 )     (1,692,393 )        (71,637 )         (2262.5 )

Net loss               $ (2,370,834 )     (1,948,678 )           (21.7 )   $ (5,824,980 )     (4,376,507 )           (33.1 )




As of September 30, 2022, the Company had signed contracts totaling over $4.7
million in gross sales, , inclusive of recurring revenue on GPS tracking system
and Vantage Pro fleet carts. Due to delays related to manufacturing and shipment
of product, fulfilment was not yet completely satisfied for the fleet management
solution (GPS and Infinity), and only $3,344,802 was recognizable as a revenue
stream including our new line of Shelby and Vantage golf carts, for the nine
months ended September 30, 2022. As product becomes available, DSG expects to
satisfy its performance obligations on the remaining contracts for fleet
management solution during the fourth quarter of fiscal 2022.



50

Comparison of the nine months ended September 30, 2022, and 2021:

Revenue



               For the Three Months Ended                  For the Nine Months Ended
                      September 30,                              September 30,
                                           %                                           %
             2022           2021        Change         2022            2021         Change

Revenue   $ 1,425,673     $ 498,380       186.1     $ 3,344,802     $ 1,380,324       142.3




Revenue increased by $927,203 or 186.1% for the three months ended September 30,
2022 as compared to the three months ended September 30, 2021. Revenue increased
by $1,964,478 or 142.3% for the nine months ended September 30, 2022 as compared
to the nine months ended September 30, 2021.



Sales increased for the three and nine months ended, year over year, as a result
of the Company's new licensed Shelby Golf Cart product release, in addition to
GPS Infinity sales and Vantage Pro Fleet golf carts. 82% or approximately
$2,700,000 of the revenue recognized as of September 30, 2022 was associated to
GPS and Fleet management solution, the remaining 18% of the revenue is
attributed to new line of Licensed Shelby golf carts, Vantage Pro fleet carts
and electric low speed vehicle division.



Cost of Revenue



                      For the Three Months Ended                For the Nine Months Ended
                             September 30,                            September 30,
                                                 %                                         %
                    2022          2021        Change         2022           2021        Change

Cost of revenue   $ 952,841     $ 226,452       320.8     $ 2,254,680     $ 558,298       303.8

Cost of revenue increased by $726,389 or 320.8% for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. The table below outlines the differences in detail:

                                                 For the Three Months Ended
                             September 30,       September 30,                            %
                                 2022                2021            Difference       Difference
Cost of goods               $       938,808     $       193,970     $    744,838            384.0
Mapping & freight costs               9,150              10,645           (1,495 )          (14.0 )
Wireless fees                         4,883              21,837          (16,954 )          (77.6 )
                            $       952,841     $       226,452     $    726,389            320.8




Cost of revenue increased by $1,696,382, or 303.8%, for the nine months ended
September 30, 2022 as compared to the nine months September 30, 2021. The table
below outlines the differences in detail:



                                                 For the Nine Months Ended
                             September 30,       September 30,                           %
                                 2022                2021           Difference       Difference
Cost of goods               $     2,189,110     $       482,939     $ 1,706,171            353.3
Mapping & freight costs              22,474              21,353           1,121              5.2
Wireless fees                        43,096              54,006         (10,910 )          (20.2 )
                            $     2,254,680     $       558,298     $ 1,696,382            303.8

Cost of sales increased by 320.8% and 303.8% for the three and nine months ended
September 30, 2022, respectively. After introducing our new line of licensed
Shelby golf carts, our cost of goods and revenue expanded considerably. The
increase in the cost of goods as compared to the nine months ended September 30,
2021 is due to chip shortages, increase of manufacturing cost of our primary
part of our technology, and increase of freight costs. Our Wireless fees
increased due to new satisfied installations of our fleet management solution
(GPS and Infinity) which is correlated to our increase of revenue.



51






Compensation Expense



                                    For the Three Months Ended                    For the Nine Months Ended
                                           September 30,                                September 30,
                                                                %                                             %
                                 2022           2021         Change          2022            2021          Change

Compensation expense          $ 1,299,003     $ 665,894          95.1     $ 2,966,266     $ 2,568,795          15.5

Compensation expense increased by $633,109, or 95.1%, for the three months ended
September 30, 2022, as compared to the three months ended September 30, 2021.
This is related to an increase of employees and subcontractors, that were hired
after the first quarter of 2021 that carried forward to today. Compensation
expense increased by $397,471, or 15.5%, for the nine months ended September 30,
2022, as compared to the nine months ended September 30, 2021. This is related
to an increase of cost of labor of internal projects allocated to the GPS
tracking system, and the development of a new golf cart to be introduced at

the
PGA Show 2023.

General and Administration Expense

                                         For the Three Months Ended                  For the Nine Months Ended
                                               September 30,                               September 30,
                                                                    %                                            %
                                     2022           2021          Change         2022            2021          Change

General & administration expense $ 892,560 $ 1,407,770 (36.6 )

$ 2,137,225     $ 2,507,188        (14.8 )




General & administration expense decreased by $515,210 or 36.6% for the three
months ended September 30, 2022, compared to the three months ended September
30, 2021. The table below outlines the differences in detail:



                                                           For the Three Months Ended
                                       September 30,       September 30,                           %
                                           2022                2021           Difference       Difference

Accounting & legal                    $       117,250     $        62,768     $    54,482             86.8
Marketing & advertising                        51,145              53,808          (2,663 )           (4.9 )
Subcontractor & commissions                   178,979             927,586        (748,607 )          (80.7 )
Hardware                                       20,147               3,611          16,486            450.3
Office expense, rent, software,
bank & credit card charges,
telephone & meals ("Other")                   525,039             359,947  

      160,531             48.6
                                      $       892,560     $     1,407,770     $  (515,210 )          (36.6 )




The overall decrease in general and admin expenses was primarily due to decrease
in subcontractor & commissions expense due to a reduction of investor relations
subcontractors hired in 2021 that did not carry over into the three months

ended
September 2022.



General & administration expense decreased by $369,963 or 14.8% for the nine
months ended September 30, 2022, compared to the nine months ended September 30,
2021. The table below outlines the differences in detail:



                                                           For the Nine Months Ended
                                       September 30,       September 30,                           %
                                           2022                2021           Difference       Difference

Accounting & legal                    $       180,927     $       211,376     $   (30,449 )          (14.4 )
Marketing & advertising                       213,478             101,547         111,931            110.2
Subcontractor & commissions                   370,882           1,291,755        (920,873 )          (71.3 )
Hardware                                       55,054              16,920          38,134            225.4
Amortization on ROU asset                      98,402              86,422          11,980             13.9
Office expense, rent, software,
bank & credit card charges,
telephone & meals ("Other")                 1,218,482             799,168  

      419,314             52.5
                                      $     2,137,225     $     2,507,188     $  (369,963 )          (14.8 )




The overall decrease in general and admin expenses was primarily due to decrease
of subcontractors and commissions expenses and increase of other expenses
related to freight and shipping charges due to inventory received, delivered and
installed during the nine month ended September 2022.



52






Foreign Currency Exchange



                                   For the Three Months Ended                For the Nine Months Ended
                                          September 30,                            September 30,
                                                              %                                        %
                                 2022           2021        Change       

2022 2021 Change Foreign currency exchange $ (1,354 ) $ (316 ) (328.5 ) $ (28,066 ) $ (22,665 ) (23.8 )

For the three months ended September 30, 2022, we recognized a foreign exchange
loss of $1,354 compared to a loss of $316 for the three months ended September
30, 2021. For the nine months ended September 30, 2022, we recognized a foreign
exchange loss of $28,066 compared to a loss of $22,665 for the nine months ended
September 30, 2021. The changes were due to changes in foreign currency rates on
payables, receivables, loans and other foreign balances denominated in
currencies other than the functional currencies of the legal entities in which
the transactions are recorded. Foreign currency fluctuations are primarily from
the United States dollar, Canadian dollar, Euro and British pound.

Gain (Loss) on extinguishment of debt

                                   For the Three Months Ended               

For the Nine Months Ended

                                         September 30,                             September 30,
                                                             %                                         %
                                2022          2021         Change         2022           2021        Change
Gain (Loss) on
extinguishment of debt        $  30,115     $ (76,454 )      139.4     $   40,355      $    902       4373.9

The Company recorded a gain of $30,115 for the three months ended September 30,
2022 compared to a loss of $76,454 for the comparative period. The Company
recorded a gain of $40,355 for the nine months ended September 30, 2022 compared
to a gain of $902 for the comparative period. The Company recorded a gain for
amounts owing to various vendors as not deemed payable or as settled, and for
forgiveness on outstanding loans. Loss was recorded in the comparative period as
a result of conversions of convertible debt and accrued interest.



Research and development



                                      For the Three Months Ended                     For the Nine Months Ended
                                            September 30,                                  September 30,
                                                                   %                                             %
                                  2022              2021         Change         2022              2021         Change
Research and development      $     15,594       $        -        100.0     $    52,344       $        -        100.0




Research and development expense increased by $15,594 or 100.0% for the three
months ended September 30, 2022 as compared to the three months ended September
30, 2021. Research and development expense increased by $52,344 or 100.0% for
the nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021. The increase is a result of homologation testing on electric
vehicles.



Finance Costs



                      For the Three Months Ended                  For the Nine Months Ended
                            September 30,                               September 30,
                                                 %                                            %
                   2022          2021         Change           2022           2021         Change
Finance costs   $ (617,108 )   $ (41,178 )     (1398.6 )   $ (1,701,657 )   $ (66,723 )     (2450.3 )




Finance costs increased by $575,930 or 1398.6% for the three months ended
September 30, 2022 as compared to the three months ended September 30, 2021.
Finance costs increased by $1,634,934 or 2450.3% for the nine months ended
September 30, 2022 as compared to the nine months ended September 30, 2021. The
increase is as a result of interest on convertible debt being recorded in the
three and nine months ended September 30, 2022, where none existed in the prior
comparable quarters.



53






Net Loss



                  For the Three Months Ended                     For the Nine Months Ended
                         September 30,                                 September 30,
                                                %                                             %
               2022             2021         Change          2022             2021         Change
Net loss   $ (2,370,834 )   $ (1,948,678 )     (21.7 )   $ (5,824,980 )   $ (4,376,507 )     (33.1 )




As a result of the above factors, net loss increased by $422,156 or 21.7% for
the three months ended September 30, 2022 as compared to the three months ended
September 30, 2021 and increased by $1,448,473 or 33.1% for the nine months
ended September 30, 2022 as compared to the nine months ended September 30,
2021.

Liquidity and Capital Resources

From our incorporation on April 17, 2008 through September 30, 2022, we have
financed our operations, capital expenditures and working capital needs through
the sale of common shares and the incurrence of indebtedness, including term
loans, convertible loans, revolving lines of credit and purchase order
financing. As of September 30, 2022, we had $7,121,570 in total liabilities, the
majority of which matures within the next twelve months.



We had cash in the amount of $168,649 as of September 30, 2022, as compared to
$275,383 as of December 31, 2021. We had a working capital deficit of $5,303,818
as of September 30, 2022 compared to working capital deficit of $2,314,163

as of
December 31, 2021.

Liquidity and Financial Condition

Our financial position as of September 30, 2022, and December 31, 2021, and the changes for the periods then ended are as follows:

Working Capital



                       September 30, 2022       December 31, 2021
Current assets        $          1,661,738     $         1,700,226
Current liabilities   $          6,965,556     $         4,014,389
Working capital       $         (5,303,818 )   $        (2,314,163 )




Cash Flow Analysis



Our cash flows from operating, investing, and financing activities are
summarized as follows:



                                                          For the Nine Months Ended September 30,
                                                              2022                       2021

Net cash used in by operating activities              $         (2,176,862 )     $         (3,772,151 )
Net cash provided by (used in) investing activities                  1,333                    (25,344 )
Net cash provided by financing activities                        2,017,761                  3,719,036
Effect of exchange rate changes on cash                             51,034                     24,089
Net increase (decrease) in cash                                   (106,734

)                  (54,370 )
Cash at beginning of period                                        275,383                  1,372,016
Cash at end of period                                 $            168,649       $          1,317,646

Net Cash Used in Operating Activities.

During the nine months ended September 30, 2022, cash used in operations totaled
$2,176,862. This reflects the net loss of $5,824,980 adjusted for $3,648,118
changes in non-cash working capital items and adjustments for non-cash items.
Non-cash and working capital adjustments consisted primarily of non-cash change
in accretion of discounts on debt of $315,065, offset by increase in prepaid
expense of $116,748, increase in trade payables and accruals of $1,573,919,
decrease in accounts receivable and other receivables of $630,551, an increase
in deferred revenue of $159,081, and the settlement of payables for services
with preferred shares in the amount of $1,674,700.

Net Cash Used in Investing Activities.

The Company purchased equipment for $8,892, and disposed of equipment for proceeds of $10,225.

54

Net Cash Provided by Financing Activities.

Net cash from financing activities during the nine months ended September 30,
2022 totaled $2,017,761, which mainly relates to $590,000 received from issuing
preferred shares, $500,000 received from notes payable, $863,527 received from
the sale of lease receivables, and $125,000 received for shares to be issued
partially offset by repayments made of $20,411 on notes payable.



Outstanding Indebtedness

Our current indebtedness as of September 30, 2022 is comprised of the following:

? Unsecured, convertible note payable to a former related party with an

outstanding principal amount of $310,000, bearing interest at 5% per annum,

mature and in default;

? Senior secured, convertible note payable with an outstanding principal amount

of $Nil, and a carrying value of $9,514 relating to an outstanding penalty;

? Unsecured, promissory note with outstanding principal amount of $2,400,000,

bearing interest at 9% per annum and 24% per annum in default, maturing June

20, 2022. If not repaid by December 12, 2021, an additional $100,000 of

guaranteed interest will be added on December 12, 2021 and the 12th day of

each succeeding month during which any portion of the convertible note remains

unpaid. In the event of a default, the note is convertible at the price that

is equal to a 40% discount to the lowest trading price of the Company's common

shares during the 30 day trading period prior to the conversion date; As at

September 30, 2022, the note is in default.

? During the three and nine months ended September 30, 2022, the Company

recorded $457,400 and $1,470,865 in interest expense including $457,400 and

$1,292,400 of additional interest, respectively. As at September 30, 2022, the

carrying value of the convertible promissory note was $2,400,000 (December 31,

2021 - $2,084,935).

? As the note is in default, it has become convertible at the holders request.

The fair value of the loan approximates carrying value as it is now short term

in nature, effectively due on demand.

? Unsecured loan payable with an outstanding principal amount of $29,063

(CAD$40,000). The loan is non-interest bearing and eligible for CAD$10,000

forgiveness if repaid by December 31, 2022. If not repaid by December 31,

2022, the loan bears interest at 5% per annum and is due on December 31, 2025;

? Unsecured loan payable with an outstanding principal amount of $29,063

(CAD$40,000). The loan is non-interest bearing and eligible for CAD$10,000

forgiveness if repaid by December 31, 2022. If not repaid by December 31,

2022, the loan bears interest at 5% per annum and is due on December 31, 2025;

? Secured loan payable with an outstanding principal amount of $150,000. The

loan bears interest at 3.75% per annum and is due on June 5, 2050. The loan is

secured by all tangible and intangible assets of Company. Fixed payments of

$731 are due monthly and begin 12 months from the date of the loan which is

applied against any accrued interest first.

? Series F Preferred Stock payments, five payments in the amount of $250,000 on

February 28, 2022 $250,000 on March 31, 2022, $90,000 on July 29, 2022,

$250,000 on August 29, 2022, and $125,000 on September 15, 2022. Until such

time that the 965 shares of the Series F Preferred Stock are redeemed in full,

an amount equal to 20% of any gross proceeds collected by the Company are also

required to be remitted. Under the original terms of the SPA, redemption of

preferred F series shares requires a 15% premium payment on the face value. As

such, a Redemption Premium of $75,000 was recognized, and recorded as interest

expense, included as part of the loan, and will be repaid as part of the 20%

gross sales remittance. As at September 30, 2022, there was a balance of

$947,651 outstanding.

Related Party Transactions

During the nine months ended September 30, 2022 the Company incurred $526,569
(2021 - $387,052) in salaries which includes a bonus of $90,000 (2021 -
$132,120) in fees to the President, CEO, and CFO of the Company. The Company
also repaid $28,118 of management fees and salaries previously owing to the
President, CEO, and CFO of the Company as of December 31, 2021. As at September
30, 2022, the Company owed $3,132 (December 31, 2021 - $28,118) to the
President, CEO, and CFO of the Company for management fees and salaries. Amounts
owed and owing are unsecured, non-interest bearing, and due on demand.

On March 4, 2021, the Company issued an aggregate of 16 shares of Series B convertible preferred shares to the Company's board of directors for past services. These preferred shares were valued at $849,600 based on the fair value of the underlying common stock. The issuance is recorded under compensation expense.

Director             # of Preferred Shares
Stephen Johnston               4
James B Singerling             4
Robert Silzer                  4
Carol Cookerly                 2
Michael Leemhuis               2
Total                         16

The Series B preferred stock is convertible on a 1 for 100,000 basis into common shares.

On June 27, 2022, the Company issued an aggregate of 105 shares of Series B convertible preferred shares to the Company's board of directors for past services. These preferred shares were valued at $777,000 based on the fair value of the underlying common stock. The issuance is recorded under compensation expense.

Director             # of Preferred Shares
Stephen Johnston              25
James B Singerling            25
Robert Silzer                 25
Carol Cookerly                15
Michael Leemhuis              15
Total                         105

The Series B preferred stock is convertible on a 1 for 100,000 basis into common shares.

On August 1, 2022, the Company issued an aggregate of 191 shares of Series B
convertible preferred shares to the CEO of the Company. These preferred shares
were value at $897,700 based on the fair value of the underlying common stock.



55






Prospective Capital Needs

We estimate our operating expenses and working capital requirements for the twelve-month period to be as follows:

  Estimated Expenses for the Twelve-Month Period ending September 30, 2023
General and administrative                          $            2,404,000
Research and development                                         2,043,600
Marketing                                                          755,000
Sales and dealer network                                           540,000
Payroll overhead                                                 1,259,000
Service and maintenance                                            785,900
Assembly facility                                                1,750,000
Inventory                                                       10,700,000
Total                                               $           20,237,500





As noted earlier, during the nine months ended September 30, 2022, cash used in
operations totaled $2,211,472 and is expected to increase in the future periods
as the Company obtains more contract sales. At present, our cash requirements
for the next 12 months outweigh the funds available. Of the $20,237,500 that we
require for the next 12 months, we had $168,649 in cash as of September 30,
2022, and working capital deficit of $4,731,459. Our principal sources of
liquidity are cash generated from product sales, securities purchase agreements
and debt financings. As at September 30, 2022, the Company had secured signed
contracts of over $4.7 million of which approximately $1.9 million was
recognized in the first half of fiscal 2022, $1.4 million was recognized in the
third quarter of fiscal 2022, and the Company expects to satisfy the majority of
its performance obligations during the fourth quarter of fiscal 2022 for the
remaining $1.4 million. In order to achieve sustained profitability and positive
cash flows from operations, we will need to increase revenue and/or reduce
operating expenses. Our ability to maintain, or increase, current revenue levels
to achieve and sustain profitability will depend, in part, on demand for our
products.

In order to improve our liquidity, we also plan to pursue additional equity
financing from private investors and a registered public offering. We do not
currently have any definitive arrangements in place for the completion of any
further private placement financings and there is no assurance that we will be
successful in completing any further private placement financings. If we are
unable to achieve the necessary additional financing, then we plan to reduce the
amounts that we spend on our business activities and administrative expenses in
order to be within the amount of capital resources obligations and execute our
business plan. There can be no assurances that we will be able to raise
additional capital on acceptable terms or at all, which would adversely affect
our ability to achieve our business objectives.



On April 21, 2021, we filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 to register a firm commitment underwritten
public offering of Units consisting of common shares and common share purchase
warrants in the aggregate amount of $15,000,000 (the "Offering"). The offering
price of the Units will be determined between the underwriter and the Company at
the time of pricing, considering our historical performance and capital
structure, prevailing market conditions, and overall assessment of our business,
and may be at a discount to the then current market price.



In connection with the Offering, we have applied to list its common stock and
warrants on the Nasdaq Capital Market under the symbols "DSGT" and "DSGTW". No
assurance can be given that our application will be approved or that the trading
prices of its common stock on the OTCQB market will be indicative of the prices
of its common stock if its common stock were traded on the Nasdaq Capital
Market. If the listing application is not approved by the Nasdaq Stock Market,
we will not be able to consummate the Offering and will terminate the Offering.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP.
The preparation of consolidated financial statements also requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, costs and expenses, and related disclosures. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results could differ
significantly from the estimates made by our management. To the extent that
there are differences between our estimates and actual results, our future
financial statements presentation, financial condition, results of operations,
and cash flows will be affected.



56

We believe that the assumptions and estimates associated with revenue recognition, foreign currency and foreign currency transactions and comprehensive loss have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our condensed consolidated financial statements.

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