UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~WASHINGTON, D.C. 20549

~~FORM 10-Q~~

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the quarterly period ended: May 31, 2015~~

~~TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT~~

~~For the transition period from ________ to ________~~

~~Commission file number: 333-85072~~

~~DBMM GROUP~~

~~DIGITAL BRAND MEDIA & MARKETING GROUP, INC.~~

~~WWW.DBMMGROUP.COM~~

(~~Exact name of small business issuer as specified in its charter)~~

~~747 Third Avenue, New York, NY 10017~~

~~(Address of principal executive offices)~~

~~Florida~~

~~State of incorporation~~

~~59-3666743~~

~~IRS Employer Identification No.~~

~~(646) 722-2706~~

~~(Issuer's telephone number, including area code)~~

FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended May 31, 2018

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

	For the transition period from _________ to ________

	Commission file number: 333-85072

DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

WWW.DBMMGROUP.COM

(Exact name of registrant as specified in its charter)


Florida	59-3666743
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

747 Third Avenue New York, NY 10017	10017
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (646) 722-2706

Indicate by ~~check mark~~checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes o[ ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such ~~Files)~~files). X Yes o[X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “~~smaller reporting~~emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated Filer~~         accelerated filero
[      ]
Accelerated ~~Filer~~                         filero
[      ]
~~Non-Accelerated Filer~~            Non-accelerated filero
[      ]
Smaller ~~Reporting Company~~      reporting company
[ X ]
Emerging growth company
[      ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

~~Yes o No X~~

Indicate the number of shares outstanding of each of the ~~Issuer~~registrant’s classes of common stock, as of the latest practicable date:

Date	Shares Outstanding
~~September 23, 2015~~July 18, 2018	~~4,414,975~~745,718,631

~~INDEX~~

~~Page 2~~

                                                                         DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
                                                                                CONSOLIDATED BALANCE SHEETS

May 31,
2015

August 31,
2014

(Unaudited)

                       ASSETS

CURRENT ASSETS

Cash
$
34,185

$
52,747

Accounts receivable, net
80,175

74,511

Prepaid expenses and other current assets
1,363

1,481

Total current assets
115,723

128,739

Property and equipment - net
5,934

6,223

      TOTAL ASSETS
$         121,657

$
134,962

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

  Accounts payable and accrued expenses
$
416,275

$
377,765

  Accrued interest
121,533

65,152

  Accrued compensation
582,713

470,640

  Loans payable
290,800

218,300

  Derivative liability
356,009

305,207

  Convertible debentures, net
828,693

552,063

         TOTAL CURRENT LIABILITIES
$
2,596,023

$
1,989,127

STOCKHOLDERS' DEFICIT

  Preferred stock, Series 1, par value .001; authorized 2,000,000

      shares; 1,970,185 and 870,185 shares issued and outstanding
1,970

870

  Preferred stock, Series 2, par value .001; authorized 2,000,000

      shares; 0 and 0 shares issued and outstanding
-

-

  Common stock, par value .001; authorized 10,000,000 shares; 4,414,975 and 3,613,791 shares issued and outstanding
4,415

3,614

  Additional paid in capital
9,760,175

9,724,799

  Other comprehensive loss
3,579

(12,796)

  Accumulated deficit
(12,244,505)

(11,570,652)

      TOTAL STOCKHOLDERS' DEFICIT
(2,474,366)

(1,854,165)

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
121,657

$
134,962

See Notes to Unaudited Consolidated Financial Statements

~~F-1~~

                                                                     DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
                                                                 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

     For the Three Months Ended May 31,

For the Nine Months Ended May 31,

Unaudited

2015

2014

2015

2014

SALES
$
111,192

79,902

$
368,384

292,341

COST OF SALES
78,237

47,561

242,862

152,103

GROSS PROFIT
32,955

32,341

125,522

140,238

COSTS AND EXPENSES

General and administrative
41,605

64,792

178,580

165,507

Compensation expense
51,000

89,999

171,000

379,627

Legal and professional fees
64,901

76,886

196,369

200,572

TOTAL OPERATING EXPENSES
157,506

231,677

545,949

745,706

OPERATING LOSS
(124,551)

(199,336)

(420,427)

(605,468)

OTHER INCOME (EXPENSE)

Interest expense
(65,647)

(147,129)

(261,623)

(542,698)

Gain/ Loss on derivative liability
(6,593)

591,106

8,198

122,400

-
TOTAL OTHER INCOME (EXPENSE)
(72,240)

443,977

(253,425)

(420,298)

NET INCOME (LOSS)
(196,791)

244,641

(673,852)

(1,025,766)

OTHER COMPREHENSIVE LOSS

Foreign exchange translation
58

(1,271)

16,375

(2,175)
COMPREHENSIVE LOSS
$
(196,733)

$
243,370

$
(657,477)

$
(1,027,941)

NET LOSS PER SHARE

Basic and diluted
(0.05)

0.19

(0.16)

(1.64)

WEIGHTED AVERAGE NUMBER OF SHARES

Basic and diluted
3,731,085

1,294,236

4,124,203

625,407

See Notes to Unaudited Consolidated Financial Statements

~~F-2~~

PART I.

FINANCIAL INFORMATION

ITEM I.

FINANCIAL STATEMENTS

DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended May 31,

(Unaudited)

2015

2014
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$
(673,852)

$
(1,025,766)
Adjustments to reconcile net loss to net cash used in

operating activities:

  Fair value of preferred shares issued for services

5,834

-
  Fair value of preferred shares issued for bonus

-

144,985
  Fair value of shares of common stock-interest

-

72,480
  Interested related to modification of conversion price of debt

  Depreciation

2,447

1,398
  Amortization of debt discount

195,688

417,592
  Change in fair value of derivative liability

(8,198)

(122,400)
Changes in operating assets and liabilities:

  Accounts receivable

(5,666)

(5,171)
  Prepaid expenses and other current assets

118

4,860
  Accounts payable and accrued expenses

71,963

73,765
  Accrued interest

60,766

-
  Accrued compensation

112,073

141,395

NET CASH USED IN OPERATING ACTIVITIES

(238,827)

(296,862)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment

(2,158)

(493)

NET CASH USED IN INVESTING ACTIVITIES

(2,158)

(493)

CASH FLOWS FROM FINANCING ACTIVITIES

  Bank overdraft

-

(23,150)
  Proceeds from convertible debentures

160,000

149,000
  Principal repayments of loan payable

-

(40,000)
  Proceeds from loan payable

79,500

252,600

NET CASH PROVIDED BY FINANCING ACTIVITIES

239,500

338,450

NET INCREASE (DECREASE) IN CASH

(1,485)

41,095

EFFECT OF VARIATION OF EXCHANGE RATE OF CASH

HELD IN FOREIGN CURRENCY

(17,077)

(2,175)

CASH - BEGINNING OF PERIOD

52,747

18,015

CASH - END OF PERIOD

$
34,185

$
56,935

Supplemental disclosures of cash flow information:

  Cash paid for interest

$
-

$
-

Non-cash investing and financing activities:

Conversion of convertible notes payable into common stock

$
-

$
399,228
Assignment/Modification of notes payable to convertible notes payable
$
-

$
450,300
Debt discount associated with derivative liability

$
-

$
247,000
Debt discount associated with convertible debt

$
-

$
274,650
Embedded conversion features

$
-

$
-
Conversion of loan payable into common stock

$
7,000

$
-
Beneficial conversion feature

$
-

$
-
Conversion of Series 1 preferred stock into common stock

$
110

$
-
Conversion of accrued interest and fees to common stock

$
2,200

$
-
Conversion of preferred stock to common stock

$
-

$
26,956

See Notes to Unaudited Consolidated Financial Statements

~~F-3~~

DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Notes To Unaudited Condensed Consolidated Financial Statements

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN

N~~ature~~

Nature of Business and History of the Company

Digital Brand Media & Marketing Group, Inc. (f/k/a RTG Ventures, Inc.) (“The Company”) is an OTC:PK listed company. The Company was organized under the laws of the State of Florida on September 29, 1998.

The Company ~~also~~ strategically focuses on developing the business of its wholly owned and revenue generating online marketing services company, Digital Clarity. With deep DNA in its operating market, blending the services of an experienced professional workforce leveraging a technology offering ~~would position~~positions the company in a strong, forward looking structure. Digital Clarity operates in the growing area of digital marketing that helps companies make the most of the digital economy focusing on areas such as Search Engine Marketing (Google, Yahoo! & Bing), Social Media (Twitter, Facebook & LinkedIn) and Internet Strategy Planning including Design, Analytics and Mobile Marketing.

~~From 2013-2015~~

Following the acquisition of Digital Clarity in 2011 the Company has been honing its business model to be the differentiating service provider in digital marketing space to its clients and prospective business as DBMM grows into one of the leaders in the industry going forward.

Today, DBMM Group crafts, designs and executes digital marketing strategies across multiple ad platforms and social media networks for a broad array of clients to help each of them establish a uniform brand identity across the digital universe. The product offering is a unique value proposition of intelligent analytics provided by an experienced digital marketing and technology team. Therefore, DBMM Group is a blend of data, strategy and creative execution.

The Company approved a 1 to 1,000 Reverse Split of its shares of common stock, effective July 17, 2015. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse stock split as if the transaction had taken place as of the beginning of the earliest period presented.

~~The Authorized Shares have been reduced by an equal proportion to 10,000,000.~~

~~Going Concern~~

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit of approximately $12.2 million and a working capital deficiency at May 31, 2015 of approximately $2.5 million. The Company has incurred a net loss of approximately $670,000, and used cash in operation of $239,000 for the nine-months ended May 31, 2015. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by seeking long term financing which may be in the form of additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

~~Basis of Presentation~~

~~The interim consolidated financial statements of Digital Brand Media & Marketing Group, Inc. (~~“~~we,” “us,” “our,” “DBMM~~” ~~or the~~ “~~Company~~”) are unaudited and contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for a full year or for previously reported periods due in part, but not limited to, availability of capital resources, the timing of acquisitions, and the sensitivity of our business to economic conditions.

~~The accompanying unaudited~~condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“~~U.S. GAAP~~”)of America for interim financial information and ~~pursuant~~with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Certain reclassifications have been made to the ~~rules and regulations of the Securities and Exchange Commission (the~~ “~~SEC~~”~~). The accompanying unaudited consolidated~~prior year financial statements ~~include~~to conform to the ~~accounts of~~current year presentation. These reclassifications had no impact on our previously reported net loss or accumulated deficit. For further information refer to the ~~Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. You should read these interim financial statements in conjunction with the consolidated~~ financial statements and ~~notes~~footnotes thereto included in the Company’s ~~Annual Report on~~ Form ~~10-K/A~~10-K for the year ended August 31, ~~2014.~~2017.

F-4

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The financial statements do not reflect any adjustments that might result if The Company is unable to continue as a going concern.

The Company has outstanding loans and convertible notes payable aggregating $1.4 million at May 31, 2018 and doesn’t have sufficient cash on hand to satisfy such obligations. The Company has received a non-binding commitment letter from an investor of $250,000 (plus a right of first refusal on additional equity raise up to $3.0 million) which will contribute to satisfying such obligations and fund any potential cash flow deficiencies from operations for the foreseeable future.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

~~Principles~~

Basis of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary ~~RTG Ventures (Europe), Ltd.~~Stylar (DBA Digital Clarity). All significant inter-company transactions are eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months or less to be cash equivalents. There were no cash equivalents as of May 31, 2018.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of allowance for doubtful accounts.

The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. ~~The~~At May 31, 2018, the Company ~~did not recognize an~~recognized $8,634, as the allowance for doubtful ~~accounts as of November 30 and August 31, 2014, respectively.~~accounts.

~~Page 6~~

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years).

F-5

Revenue Recognition

The Company follows the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

~~Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable.~~

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company ~~accounts~~follows the provisions of the ASC 740 -10 related to, Accounting for ~~income taxes utilizing~~Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the ~~liability method~~taxing authorities, while others are subject to uncertainty about the merits of ~~accounting. Under~~ the ~~liability method, deferred taxes are determined~~position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on ~~differences between financial statement~~all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax ~~bases~~positions are all highly certain of ~~assets~~being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and ~~liabilities at enacted~~provides that a tax ~~rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred~~position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax ~~assets to amounts that are expected~~positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be ~~realized.~~sustained based solely on the basis of its technical merits and the statute of limitations remains open.

F-6

Earnings (loss) per common share

The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is ~~anti-dilutive.~~anti- dilutive. Such securities have been excluded from the per share computations as of May 31, ~~2015~~2018 and ~~2014. The anti-dilutive securities amounted to 5,879,736 and 60,608 as of May 31, 2015 and August 31, 2014.~~2017.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of May 31, ~~2015,~~2018, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as ~~free standing~~free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

During the nine-month period ended May 31, ~~2015~~2018 and ~~2014,~~2017, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. Accordingly, the Company has recognized a derivative liability in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter and in determining which valuation is most appropriate for the instrument (e.g., ~~Binomial~~Black-Scholes method), the expected volatility, the implied ~~risk free~~risk-free interest rate, as well as the expected dividend rate.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures.

F-7

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:


Level 1	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any other Level 2 or Level 3 assets or liabilities as of May 31, ~~2015,~~2018, with the exception of its derivative liability which are valued based on Level 3 inputs.

Cash is considered to be highly liquid and easily tradable as of May 31, ~~2015~~2018, and therefore classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective ~~for~~ January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

~~Page 7~~
Convertible Instruments

~~Convertible Instruments~~

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally ~~provides~~provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments.

These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

F-8

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to ~~Convertible Debentures~~convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Stock Based Compensation

We account for the grant of stock options and restricted stock awards to employees in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other ~~equity based~~equity-based compensation.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations.

Business Combinations

In accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805") the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may require an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed, and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance.

F-9

Recently Issued Accounting Pronouncements

~~A variety~~

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), to clarify the principles of ~~accounting standards have been issued~~recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or ~~proposed by FASB~~services and is recognized at an amount that ~~do not require adoption until a future date. We regularly review all new pronouncements that have been issued since~~reflects the ~~filing~~consideration expected to be received in exchange for such goods or services. In addition, ASC 606 requires disclosure of ~~our Form 10-K~~the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASC is effective for ~~the nine-month period ended May 31, 2015 to determine their impact, if any, on our financial statements.~~fiscal years beginning after December 15, 2017, including interim reporting periods therein. The Company ~~does not expect~~is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements.

In January 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact ASU 2016-02 will have on our condensed consolidated financial statements and associated disclosures.

In August 2016, FASB issued accounting standards update ASU-2016-15, “Statement of Cash Flows” (Topic 230) - Classification of Certain Cash Receipts and Cash Payments”, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on the Company’s financial statements.

Management does not believe that any ~~of these~~other recently issued, but not yet effective, accounting standards toif currently adopted would have a material ~~impact once adopted.~~effect on the accompanying condensed consolidated financial statements.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

May 31, 2015

August 31, 2014

(Unaudited)

(Audited)
Estimated life:        3 to 5 years
$
17,620

$
15,462
Computer and office equipment
(11,686)

(9,239)
Less: Accumulated depreciation
$
5,934

$
6,223


	Estimated life: 3 to 5 years	May 31, 2018	August 31, 2017
Computer and office equipment		$ 20,618	$ 20,618
Less: Accumulated depreciation		(16,915)	(16,813)
		$ 3,703	$ 3,805

Depreciation expense amounted to ~~$ 2,447~~$102 and ~~$1,398~~$214 for the nine-month periods ended May 31, ~~2015~~2018 and ~~2014,~~2017, respectively.

F-10

NOTE 4 - LOANS PAYABLE

May 31, 2015

August 31, 2014

(Unaudited)

Loans payable
$
290,800

$
$218,300


	May 31, 2018	August 31, 2017
Loans payable	$562,000	$370,000

The loans ~~payable~~payables are due on demand, are unsecured, and are non-interest bearing.

During the nine-month period ended May 31, ~~2015~~2018 and ~~2014,~~2017, the Company ~~modified terms with existing or new lenders for loans payable aggregating $0 and $450,300, respectively. Substantially all modifications consist in adding conversion terms to such notes.~~

~~During the nine-month period ended May 31, 2015, the Company issued 200,000 shares of its common stock, to satisfy principal obligations aggregating $7,000.~~

~~During the nine-month period ended May 31, 2015 and 2014, the Company received~~generated loan proceeds of ~~$79,500~~$192,000 and ~~$252,600, respectively.~~$0, respectively, $57,000 was from related parties.

~~Page 8~~

NOTE 5 – CONVERTIBLE DEBENTURES

At May 31, ~~2015~~2018 and August 31, ~~2014~~2017 convertible debentures consisted of the following:


	May 31, 2015	August 31, 2014
	(Unaudited)		May 31, 2018	August 31, 2017
Loans payable	$ 828,693	$ 688,751	$840,791	$840,791
Unamortized debt discount	(0)	(136,688)	-	-
Total	$ 828,693	$ 552,063	$840,791	$840,791

The ~~Convertible Debentures~~convertible notes payable mature through ~~May 2015, some of which are payable on demand~~January 2016, and they bear interest at ranges between 6% and 15%. The convertible ~~debentures~~promissory notes are convertible at ratios varying between 5045% and ~~55%~~50% of the closing price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for a period of 55-30 days prior to conversion. As of May 31, ~~2015,~~2018, an aggregate of ~~$515,743 of convertible debenture have matured.~~

During the nine-month period ended May 31, 2015 and 2014, the Company modified terms with existing or new lenders for loans payable aggregating $0 and $450,300, respectively. Substantially all modifications consist in adding conversion terms to such convertibles debenture.

During the nine-month period ended May 31, 2015 and 2014, the Company issued 700,205 and 1,541,716 shares of its common stock, respectively, to satisfy its obligations pursuant to the original terms of the underlying debt agreements under principal repayments aggregating $27,207 and $401,229, respectively. Additionally, the Company issued 100,979 shares of its common stock to satisfy interest pursuant to certain convertible debentures during the nine-month period ended May 31, 2015. The fair value of the shares of common stock amounted to $4,236 during such period and has been recorded as interest expense.

~~During the nine-month period ended May 31, 2015 and 2014, the Company generated proceeds of $160,000 and $149,000, respectively, from the issuance~~$840,791 of convertible promissory notes ~~payable.~~have matured and remain unpaid.

Changes in the derivative liabilities during the nine-month ~~periods~~period ended May 31, ~~2015 and 2014 are~~2018 is as follows:

The designation of the Preferred Stock- Series 1 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Company’s Preferred Stock- Series is convertible into 53.04 shares of the Company’s common stock, at the holder’s option and with the Company’s acquiescence, and has three votes per share.

The designation of the Preferred Stock- Series 2 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Company’s Preferred Stock- Series is convertible into one share of the Company’s common stock, at the holder’s option and with the Company’s acquiescence, and has no voting rights.

In October 2013, 385,000 shares of Preferred Stock-Series 1 Designation were issued to three officers of the Company. These shares are valued at $144,985, based on the trading price of the common shares into which the preferred shares are convertible. This amount was recorded as compensation expense.

In October 2014, 1,100,000 shares of Preferred Stock Series 1 Designation were issued to three officers of the Company. These shares are convertible at a ratio of 1 preferred share to 53.04 common shares. These shares are valued at $5,834 based on the trading price of the common shares of $0.0001 into which the preferred shares are convertible. This amount was recorded as compensation expense.

~~During July 2014, the Company increased its number of authorized shares of common stock to 10,000,000,000. Its preferred stock remains at 4,000,000, authorized shares both with $0.001 par value.~~

During the nine-month ended May 31, 2015, and 2014, the Company issued 700,205 and 1,541,716 shares, respectively, of its common stock to satisfy its obligations under conversion features of convertible debt aggregating $27,207 and $401,229, respectively. Additionally, the Company issued 100,979 shares of its common stock to satisfy interest pursuant to certain convertible promissory notes. The fair value of the shares of common stock amounted to $4,236, which has been recorded as interest expense.

As of ~~March~~May 31, ~~2015, all~~2018, a majority of our revenues and ~~a majority of our~~ assets are associated with subsidiaries located in the United Kingdom. Assets at May 31, ~~2015~~2018 and revenues for the nine-month period ended May 31, ~~2015~~2018 were as ~~follows:~~follows (unaudited):

As of ~~August~~May 31, ~~2014, all~~2017, a majority of our revenues and ~~a majority of our~~ assets are associated with subsidiaries located in the United Kingdom. Assets at ~~August~~May 31, ~~2014~~2017 and revenues for the year ended ~~August~~May 31, ~~2014~~2017 were as ~~follows:~~follows (unaudited):

The Company is involved in a litigation, Asher Enterprises, Inc. v. Digital Brand Media & Marketing Group, Inc. and Linda Perry, Index No. 600717/2014, in the Supreme Court of the State of New York, sitting in the County of Nassau. The Plaintiff alleged $337,500 in damages based on breach of contract allegations arising from the Company’s untimely periodic filings in December 2013. On September 18, 2014, the Court declined to grant the plaintiff’s application for default judgment and Linda Perry was removed as a defendant. The Court awarded judgment in favor of the Plaintiff on July 15, 2015 in the amount of $122,801.87, which does not offset $25,000 paid in settlement efforts. On February 22, 2016 a Settlement Agreement was signed by the parties for a total of $85,000 to Asher Enterprises. (See Note 10 Subsequent Events).

2. The U.S. Securities & Exchange Commission instituted an Administrative Proceeding, File No. 3-17990, on May 16, 2017 to revoke the Company’s registration statement because of delinquent filings. A hearing was held on August 9, 2017 and the Initial Decision to revoke the registration was dated November 16, 2017. That order was subsequently remanded by Order of the United States Supreme Court in December 2017. The Remand is still pending. The Company is vigorously defending its position and has responded to the Remand with evidence of mitigating circumstances, and subsequent definitive positive actions to rectify its delinquent filings. A Super 10-K for 2015-2016-2017, Q1 2018, Q2 2018, and this document, are definitive evidence, available to the public in EDGAR.

From time to time, the Company has become or may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position, or our business and the outcome of these matters cannot be ultimately predicted.

The Company ~~approved a 1~~management has evaluated events occurring subsequent to ~~1,000 Reverse Split of its shares of common stock, effective~~May 31, 2018 through July ~~17, 2015. All reference to Common Stock shares and per share amounts have~~16, 2018, the date that these condensed consolidated financial statements were issued.

On June 18, 2018 the Legal Proceeding entitled Asher Enterprises, Inc. v. Digital Brand Media & MarketingGroup, Inc. has been ~~retroactively restated to effect~~settled by the ~~reverse stock split as if the transaction had taken place as of the beginning of the earliest period presented.~~

~~The Authorized Shares have been reduced by an equal proportion to 10,000,000.~~

~~Item~~ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Readers are cautioned that certain statements contained herein are forward-looking statements and should be read in conjunction with our disclosures under the heading "Forward-Looking Statements" above. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. This discussion also should be read in conjunction with the notes to our condensed consolidated financial statements contained in ~~Item 8.~~in F-1 through F-3. "Financial Statements and Supplementary Data" of this Report.

DBMM is an OTCPK listed company. Subsequent to the close of the fiscal year 2011 following substantial investment, the Company conducted a structural review of its total product and services offering. The review was carried out by the Board of Directors. The result was to bring technology development being outsourced directly into the Company to steward on a daily basis and any activities which were not revenue generating in the near term were eliminated. It was unanimously agreed that the company would adopt a lean approach that focused on the relationships and partnerships. To that end, the Company has added significant partnerships through Letters of Intent, Joint Ventures and various collaborative structures involving revenue sharing arrangements.

Operationally, ~~2015~~2015-2017 has been important in continuing the direction of the Company and steering it toward a scaled ~~sustainable~~ growth plan. The model developed in fiscal 2014 has been reinforced and is differentiating to clients, therefore, the model will continue into fiscal ~~2015.~~2018, and beyond.

Entertainment/Fashion/Sports/Automotive/~~Ecommerce~~Ecommerce/ Investment Banking Solutions

DBMM ~~is taking~~continues to build on its ~~strengths including its~~strengths. The company had strong relationships within the market and intends to build its business focus onin a wide ~~array~~variety of industries. The Company, under very competitive global market conditions and growing development needs, continues to identify partnership opportunities. Utilizing successful models with existing clients, the outlook remains strong for the future.industry verticals.

The heart of the business is the marketing consultancy. DBMM Group’s main business Digital Clarity, works in the area of Digital Marketing. Understanding each client and developing the model to individualize the outlook has been essential. This kind of close relationship with the client resulted in Digital Clarity being considered a close professional advisor.

In fiscal year ~~2015,~~2018, the Company will continue to focus on the positive, ~~results of the last year~~proven operating model and use that model to expand geographic reach with existing and new ~~partners.~~clients.

2018 will continue to see exponential growth in the adoption of Social Media as communication, marketing and engagement avenues. An acceptance of change is driving revenue. The future growth in mobile search is one of the fastest growing ancillary businesses. It was clear that the direction, talent and growth of the Company is in its human capital and outside relationships which must be proactive in order to differentiate itself from ~~competition~~competition.

The clear opportunity is at the foundation of the Company, namely the need to expedite and continue to encourage development in the digital marketing services sector. The marketing services product is labor intensive and thus the Company must jumpstart the growth by significant capital ~~infusion in fiscal year 2015~~ to grow simultaneously in multiple geographies.

The company outlook is robust for the ~~financial review showed that Digital Clarity continued to be revenue generating and remained cash flow positive.~~foreseeable future.

Certain new significant clients representing a variety of industries were added to client roster. The Company’s clients tend to operate with a NDA, as our clients see us a competitive advantage. Accordingly, we cannot share all clients’ brands or company name

Recently the company has ~~established a strong foundation~~been hired by the prestigious organizational group, British Marine. British Marine are the membership body for nautical and sea faring craft and include Super and Luxury Yacht companies such as Sunseeker and Princess Yachts.

Digital Clarity have been hired to ~~make inroads into established~~audit Google Search and ~~emerging markets. In the latter part of 2014, American Green (OTC:PK:ERBB) became a new client as a market leader as~~Analytics for British Marine’s top show, The London Boat Show and one of Europe’s largest events, The Southampton Boat Show. The company is in talk to act as digital advisor with British Marine for the ~~fastest-growing companies~~Abu Dhabi Boat Show. These shows will fit into the circuit that incorporates Fort Lauderdale, Monaco and Cannes Boat & Yachting events.

Digital Clarity are also working with sponsors and potential sponsors of a Formula 1 team that are in the ~~marijuana industry.~~top 5 racing teams in this prestigious and global sport.

American Green was the first publicly-traded company medical marijuana dispensary brand in the world and currently has over 50,000 shareholders. It is now embarking on the strategy to become a major participant in the expanding medical and adult use cannabis market on a national scale.

American Green continues to offer retailing, branding and cultivating strategies in conjunction with its ongoing business with various licensed medical marijuana medical and retail dispensaries. The company has consulted with dispensary operators in California, Colorado, Washington and Arizona. Being located in Arizona, a very effectively regulated medical marijuana (MMJ) market, American Green is focusing on providing goods and services that operators of licensed non-profit MMJ dispensaries in regulated environments require. This strategy will allow American Green to further penetrate the market and to leverage its existing brands, products and services. As a result, the ZaZZZ™ ~~network is being adapted to sell non MMJ products to customers of MMJ dispensaries; lines of non-MMJ, hemp-based products~~Other examples are ~~in development; online communities, products and services are being created; and consulting opportunities involving compliance, business development and financial services have been identified.~~

American Green Clothing: The Company is currently selling clothing and accessories under the American Green brand. The Company is working toward developing a full line of clothing and accessories under the American Green brand for traditional brick and mortar sales, as well as through ZaZZZ™ ~~and MMJ dispensary networks. All products are available through web-based purchase at www.AmericanGreen.com.~~

~~Another example is~~ representative of the diversity of client base, DBMM's approach using a client's analytics, and executing an individualized model to increase ROI as the prime ~~objective.~~objective, span a wide range of industries.

Tutti Dynamics developed an interactive media player that enables audiences to engage with the world's masters in the arts and sciences. Tutti represents the future of next-generation media. More information about Tutti's immersive media player can be found at ~~www.tuttidynamics.com~~.

In 2013, DBMM identified a collaboration with Video Media Holdings, Inc. (VMS) to become its reseller in Europe with other revenue streams being explored as well. The value proposition for VMS strengthens DBMM's offering to its clients. VMS Holdings, Inc. develops a mobile application for sharing videos. Its mobile application allows companies and users to send and receive video content to and from a mobile phone; subscribe for a favorite celebrity, actor, TV channel, or team and get video updates; and create your own channel and become a broadcaster, as well as serves as a tool for mobile marketing and sales. The company's mobile application is available for Android, BlackBerry, iPhone, and Symbian devices. It distributes its mobile application through distributors, and mobile device and application stores in Africa, Europe, Asia, North America, and South Africa. It serves mobile operators and media companies, government organizations and law enforcement agencies, premium content providers and retailers, sports clubs, and celebrities worldwide.

DBMM finalized an agreement with New York based digital marketing automation platform, BRANDmini LLC, to strategically broaden BRANDmini's delivery of its Saas (Software as a Service) application; primarily looking after those larger clients seeking to leverage a more bespoke digital marketing service abroad. BRANDmini is a transactional marketing automation platform for creating, serving, and measuring marketing campaigns across multiple online channels and mobile devices. Our platform is integrated with leading ad networks, publishers, mobile platforms and social sites. BRANDmini's innovative In-Page technology empowers brands to engage and transact with consumers while they are browsing. Now anyone can build branded transactional ads, gadgets, social landing pages and run campaigns anywhere your customers are.

These client relationships illustrate the execution of DBMM's strategic direction which strengthens then the Company through its revenue-sharing strategic alliances resulting in additional revenue streams.

Many clients such as Mercedes Benz, UK, Wharfside and Duvet & Pillow Warehouse have experienced increases in revenue and increases in conversion as a result of Digital Clarity's strategic direction. These case studies are excellent resources for new clients and illustrate the mantra of "ROI is our DNA".

“~~DBMM~~’s Digital Clarity ~~Selected~~continues to ~~Conduct Survey” –~~ ~~Results Reported by BBC~~expand into high end Real Estate and Luxury brands and is building a strong network on High Net-worth and Ultra High Net-worth Individuals.

NOTABLE EVENTS - INDUSTRY AWARDS & ~~Huffington Post Huffington Post Article Entitled:~~ “~~Internet Addiction Disorder~~ – ~~Yes, It~~’~~s a Real Thing.~~” (~~http://huff.to/1rSyzSX~~)RECOGNITION

Digital Clarity Named in Top Ten Best Social Media Marketing Firms in the UK for 3^rd6th Year

best-social-media-marketing-companies) “Topseos.co.uk, an independent research firm, revealed the listing of the top 10 best social media marketing agencies in the UK based on their strength and competitive advantage. Social media marketing companies are put through a methodical analysis to ensure the rankings contain the absolute best companies the search marketing industry has to offer. Their criteria ~~includes~~include timeliness, brand management, consultation, methodology and reach.

Based in ~~this~~these criteria, Digital Clarity was awarded a spot in the top 10. The process for researching and declaring social media marketing agencies in the UK is based on the use of a set of analysis criteria and learning more about their solutions and their communications with their customers through references. The topsesos.com independent analysis team communicated directly with the clients in order to inquire about the solutions and achievement from the client’s perspective.

Digital Clarity Team Member shortlisted for top player in Under 25 UK Search Awards

The UK Search Awards have been celebrating the expertise, talent and achievements of the search industry for over half a decade and are regarded as the premiere celebration of SEO, PPC and content marketing in the UK.

The awards attract hundreds of entries from the leading search and digital agencies from across the UK and to those based elsewhere around the globe who are delivering work for the UK market.

The team member works with a range of PPC, SEO, Analytics and Social campaigns, with a specialist flair for Shopping campaigns. She works across a wide range of businesses from not for profit, ecommerce and B2B, adapting her approach and strategy to each specific client. One of her key strengths includes having the passion to learn the ins and outs of client’s industries, learning the market, competitors and their business models to insure every section of a campaign is on point and delivers results.

In the judging sessions the Young Search Professional category was said to be highly competitive and a tough one to judge.

The category and shortlist is a testament to Digital Clarity’s commitment to training and personal development.

ProCook is the UK’s leading specialist cookware multi-channel retailer. With retail outlets in major towns and cities across the UK, the company also has a powerful online e-commerce presence.

ProCook has seen great growth in the last few years via PPC and SEO strategies and have been working with Digital Clarity over the past 8 years.

Digital Entrepreneur Awards - Digital Clarity Shortlisted for Digital Business of the Year 2017

Sponsored by UKFast, the Digital Entrepreneur awards are the only national awards ceremony that is dedicated to internet entrepreneurialism. The awards aim to celebrate entrepreneurs from startup level right through to large corporate companies.

“The awards celebrate not only the high-profile websites and leaders driving online commerce but the silent heroes who develop the systems that change the online landscape and shape our digital future.”

Digital Clarity looked into the perils of internet addiction, especially among the young and the effects it can have to both the individual as well as broader society.

The research was deemed worthy to be published in the Huffington Post, an online paper rum by Ariana Huffington and used by journalists worldwide as both a distribution point as well as an inspiration to feed into current events and stories.

http://www.huffingtonpost.co.uk/2014/10/16/youths-controlled-internet-addiction_n_5995068.html

The company has ~~established a strong foundation~~been strengthening foundations by continuing to streamline ~~operations and assessing activities on a cost benefit basis~~ while developing new client relationships and revenue streams ~~to be~~as a differentiating digital marketing and technology provider. This focus has allowed the Company to enhance brand value for its clients. ~~2015~~2018 will continue to be about growth and outreach utilizing five key differentiators:

Digital Clarity is an evolving Strategic Brand Consultancy that crafts, designs and executes digital marketing strategies across multiple ad platforms and social media networks for a broad array of clients to help each of them establish a uniform brand identity across the digital universe.

As the online world becomes ~~more~~increasingly sophisticated and complex, Digital Clarity concentrates on core areas that help business navigate through an ~~often confusing~~often-confusing mosaic choice of systems and platforms. Focusing on the areas of Search, Social Media and Design, all of Digital Clarity work is underpinned by a unique understanding of Analytics. This aspect is often a missed piece of the jigsaw that makes up the digital marketing mix. The five differentiators, presented to clients as an integrated model, result in being selected over competition in the majority of presentations.

PPC stands for Pay-per-Click Advertising. It is an abbreviation for a number of search advertising platforms, of which the mostly widely used is Google AdWords. PPC is one of the most effective online marketing services available, generating instant activity and instant results for new or existing websites.

The real beauty of PPC is that you only pay for an ad when a potential customer clicks on it, meaning you can bring people to your site for mere pennies while ensuring your traffic is relevant and targeted at people who are looking for your service or product. Additionally, PPC is highly measurable and can be closely monitored, allowing your business to keep a close eye on return-on-investment (ROI).

As an elite consultancy, Digital Clarity has extensive experience ~~of running~~in PPC management and implementation ranging from small independent businesses with one or two ad campaigns to multi-national ecommerce websites which utilize hundreds of ads and thousands of keywords. Whatever the nature and size of the account, Digital Clarity understands the importance of utilizing a programmatic, well-defined approach:

By understanding ~~your~~the business, demographics and audience, Digital Clarity ~~can help to make~~makes sure that campaigns hit the ground running from day one.

Digital Clarity uses experience to put in place the best structure, keywords, ad copy and bidding strategies to maximize the effectiveness of your account.

Digital Clarity rigorously interrogates and checks ~~our~~ client accounts to ensure optimal performance, with regular reviews of all aspects of ~~your campaigns.~~each campaign.

By defining and explaining the numbers of ~~your~~each account, Digital Clarity provides the information needed to steer things in the right direction for each client’s business.

From selecting the right keywords, to the settings and structure. It is important that we allow time to research and refine the account in order to save on wasted spend as well as increasing conversions.

Digital Clarity’s unique PPC strategy affords the opportunity to test and change things based on results. Testing ads, optimizing keywords and enhancing the ways to target the right audience are just a few areas which will be covered.

Weekly updates and monthly reporting will be provided to identify areas of improvement and things which need to be optimized further.

When customers look for service on Google or another search engine, they might find a client company’s business –- or they might find a competitor. SEO (Search Engine Optimization) is the process by which you can help ensure that your site appears first in the rankings. These rankings are determined by the search engine’s algorithms: programs which trawl the internet indexing details about each site, in order to deliver relevant results when people search. If your website does not perform well according to the algorithm’s criteria, your rank will be lower, and people will not be able to find your site; this is what makes partnering with the right SEO agency such a crucial part of your digital marketing activity.

Digital Clarity is at the vanguard of this sector, having implemented countless SEO plans for a broad array of clients in a number of different industries. These plans included:

SEO strategy is changing all the time, and the rate of change ~~has picked up~~continues to increase dramatically in the last 12-18 months. Changes to the Google algorithm in particular have shifted the landscape of search optimization, including named updates such as Penguin, Panda, and Hummingbird. These changes can have huge consequences: well-performing sites can lose visibility and poor performers can gain it, literally overnight. It is therefore absolutely essentially that a website’s SEO is closely curated and managed, making sure one is always ahead of the curve.

By applying website optimization to your site for better search engine performance, you will gain more traffic and brand recognition as more and more people are able to find you online. This in turn allows more sales and conversions, leading to higher profits and better return on your digital investment. Contact our team today to find out how we can improve your performance.

Web design encompasses many different skills and disciplines in the production and maintenance of websites.

A site can be the most functional, user-friendly and search-optimized in the world; if people don't like the look of it, they will bounce off your page and never come back. Making sure a site looks good and that it reflects your brand company identity is the difference between success and failure, and having a good web design agency on your side is more important than ever.

With ~~the rise of~~43% growth in mobile devices and tablets, the game has changed. It’s no longer enough for ~~your~~a site to look great on a PC; it has to be able to scale from a widescreen view of a modern flat screen monitor to the narrow portrait of an Android mobile screen; it has to spin and rotate with the movements of an iPad. This aspect of website design is called ‘responsiveness,’ and in the last few years has gone from being ‘nice to have’ to absolutely essential, necessitating a complete website redesign in many cases. Digital Clarity have years of experience in building functional, beautiful websites which work across all devices.

Specialist creative agencies are great at making things pretty and applying their own methodologies and ideas to client ~~websites.~~websites, both creatively and financial, and operating analytics. Digital Clarity takes a different approach: combining a client’s ideas, vision and brand identity with our experience and expertise to produce sites which perfectly blend form and functionality. Additionally, Digital Clarity does not design in a bubble; the sites built integrate seamlessly with PPC campaigns, SEO activity, and are fully optimized to perform as part of a greater whole. Digital Clarity does not just build websites; the company’s role as a website design agency is part of ~~a holistic~~an integrated approach which will help achieve the overall business goal.

Social media refers to sites where users interact with each other on a large scale, including Facebook, Twitter, LinkedIn, Pinterest, Imgur, Tumblr and many others. Begun as a social phenomenon, the growth in use of social media sites over the past decade has made it impossible to ignore for any brand or business.

Social media can help achieve business goals by allowing greater engagement with ~~your~~the customer base, audience and stakeholders. ~~Your~~A company doesn’t just need a brand anymore: it needs a face, a voice, and maybe even a heart. As well as being a central component of how ~~your~~ customers see ~~you, it~~a company. It can also yield other opportunities: Promotions, customer feedback, and even just having a little fun can all be used to bring you closer to your clients and users, informing strategy, guiding your product offering and in the long term, increasing sales and profits.

Online adults aged 18-34 are most likely follow a brand via social networking (95%). (Source: MarketingSherpa)

71% of consumers who have had a good social media service experience with a brand are likely to recommend it to others. (Source: Ambassador)

2.56 billion global mobile social media users, equaling 34% penetration; globally with 1 million new active mobile social users added every day (Source: We Are Social).

96% of the people that discuss brands online do not follow those brands’ owned profiles. (Source: Brandwatch)

Visual content is more than 40 times more likely to get shared on social media than other types of content. (Source: HubSpot)

As a Digital Marketing and Technology Agency, Digital Clarity has been helping brands manage their social presence since before ‘social media’ had been coined as a phrase. Using our ~~holistic~~integrated methodology, we will incorporate ~~your~~a social presence as part of an overall offering, utilizing the platforms which are most appropriate to ~~your~~each business in the best possible way. Whether you need from-scratch implementation, or just want a social media audit to benchmark your activity, Digital Clarity have the expertise to deliver the results you need.

Digital Clarity have a strong track record of increasing membership numbers, creating deeper engagement, and measuring the success of your activity to help inform social media marketing strategy and guide development.

Digital Clarity incorporate Social Media strategy wherever possible. There is continued opportunities to grow business via social networks and social analytics.

Social-media advertising spend will grow rapidly through 2018. It’s up ~~40% this year~~40year and will top $8.5 billion, growing to nearly $14 billion in 2018, a five-year compound annual growth rate (CAGR) of 18%.

Social media ad spend has reached the mobile-tipping point. Spending on mobile social-media ads, including mobile app-install ads, will surpass non-mobile spend by the end of this year in the US. In 2018, two-thirds of social-media ad spend will go to mobile, creating a $9.1 billion ~~social-mobile~~social-media market.

Mobile app-install ads and programmatic buying are also growth drivers. Analyses suggest that mobile app-install ads could account for anywhere from one-quarter to more than one-half of Facebook’s mobile ad ~~revenue.~~revenues.

Social programmatic ad platforms are also growth engines. Spending on FBX, Facebook’s programmatic platform, increased by 150% year-over-year globally.

Prices are increasing as performance and targeting improve, even as ad loads stay steady on the established platforms. Facebook, for example, is not likely to increase the amount of in-feed native ads an average user will see.

~~The market is expanding with the introduction of paid ad units at Pinterest and Instagram.~~

Analytics is the act of analyzing data from your website, marketing campaigns and user activity. It can include everything from what time of day people are most likely to click on your PPC ads, right down to how long users are spending on individual pages on your site. Analytics can help you locate problems, find areas for improvement, form projections for the future and help you get the best out of your marketing budget.

Knowing how to identify trends and interrogate data is of paramount importance to any marketing department. Analytics gives you answers to some of the most important questions you should be asking about your campaigns, maximizing effectiveness when things go well and providing solutions when things go wrong. Without this information, what appears to be a successful campaign could be failing to achieve its full potential, and there may be critical problems of which many companies may not be aware.

What really sets Digital Clarity apart is the company’s ability to translate numbers into action. Analytics is extremely important, but for many, it is difficult to draw meaningful conclusions from the data, or to know how to act on the knowledge gained from this analysis. Online marketing is a sea of numbers, data and statistics; Digital Clarity turns this information into actionable insights for business.

Digital Clarity’s knowledge of analytics methodologies puts us at the forefront of our industry. We can use this experience to help guide strategy and deliver action points with recommendations, rather than just presenting you with meaningless statistics. With this knowledge in hand, you can implement solutions which will help you get the most out of your online presence. Digital Clarity also offers Google Analytics training to help businesses get the most out of this powerful tool independently.

As the internet and mobile arena continues to mature, the need to make sense of and manage companies through this ~~often complex~~often-complex market is clearly an area of massive growth. The ~~company~~Company is confident that the talent and experience within the digital marketing team is poised for a major springboard in ~~2015,~~2018, but must be expanded significantly in order to support the global reach intended.

Artist Collaboration, ~~driven by Co-Chief Operating Officer and Head, US Operations, Steve Baughman, is an area that~~through experts with existing relationships, will ~~see exponential growth~~be exploited in the ~~coming 12 months and beyond. Artists~~longer term after the Company integrates many of the new clients in the pipeline. As a strategic advantage, artists and brands ~~that look to~~will leverage their celebrity status ~~will look to companies~~through consultancies such as Digital Clarity to ~~help~~enhance and drive ~~and develop~~ their brand in the ~~growing and~~ complex arena of social media.

The Company has reach and experience across a large number of vertical markets including, but not limited to: Entertainment/Fashion/Sports/Automotive/Ecommerce.

The team at Digital Clarity have professional and personal contacts, including some long-term relationships, at companies such as Google, Microsoft and Facebook, often being invited to attend strategic market briefings and insights. The resultant collaboration is invaluable.

Partnerships, strategic alliances and agency management have allowed Digital Clarity to work on some of the biggest brands, sitting behind the agencies as a support and resource to deliver very ~~high quality~~high-quality service and results to their clients.

SEO evolution from aggressive link building and onsite SEO through to strategic marketing and integration of inbound marketing

Social media management and advertising. Several clients have been “won” directly via Digital Clarity’s internal social media strategy

The market is continually changing. Digital Clarity has always remained ahead of the curve and given their clients peace of mind by remaining a true strategic partner.

Case Studies and testimonials reflect the client-centric approach of Digital Clarity. Being selected over larger more established firms, support that we provide the client with skills that are differentiating. The Digital Clarity Brand is being established positively.

As the use of web mobile sites and applications grow, so do the complexities and challenges of using these sites and platforms commercially. Digital Clarity directs business through the maze of an often confusing and sophisticated set of barriers, to create a clear path for the customer to our client’s product or service. As this market matures, the need for companies to rely on the services from Digital Clarity can only grow. ~~Specifically, B2B relationships represent 69% of all U.S. e-commerce transactions (Forrester 2013).~~ Here we look at some of the growth areas in Digital Clarity’s arsenal integrating the key trends ~~for 2015:~~going forward:

Search remains the foundation of digital marketing. Businesses now spend 24% of total marketing budget on paid ~~search.~~search by 2017.

~~The North American Search industry grew from $19~~US digital ad spending will approach $85 billion ~~in 2011 to $27 billion in 2013~~ – ~~SEMPO~~

~~Revenue from Localized Mobile Ads to Reach $5.8 Billion in U.S. by 2016~~ – ~~BIA/Kelsey~~Interactive Advertising Bureau.

U.S. search spend grew by 11 percent Year over Year, while ROI improved by 26 percent – Adobe

Growth in Corporate Search – ~~50% of~~All Fortune 100 Companies have a Google Plus Account

Instagram has seen a phenomenal growth rate, much to the detriment of Twitter. Both remain powerful though Instagram“’~~Social Media~~s video and photographic social channel is far outpacing twitter.

Top brands on Instagram are seeing a ~~great~~per-follower engagement rate of 4.21% which is 58 times higher than on Facebook and 120 times higher than on Twitter (Source: Hootsuite)

Instagram has become a powerful platform for ‘~~getting~~marketers and its potential cannot be overlooked any longer.

Media brands are the ~~word out~~’most active whereas business services, financial services, and ~~generating leads. Active listening~~fast moving consumer goods have the lowest percentage of brands represented on Instagram. (Source: Simply Measured)

Also, the increase in business activity on Instagram the brand posting frequency is becoming more normalized and ~~data analytics can help companies find out what customers want, not just from products or services, but also~~standardized to highlight the increase in a more measurable approach.

Instagram has become the social media network for targeting millennials. 32% of teenagers consider Instagram to be the most important social network. Female internet users are more likely to use Instagram than men, at 38% vs. 26%.

Products were the top content types for the top 200 global brands in terms of ~~an ongoing relationship.~~”engagement, at 60% in 2017 beating lifestyle category by over 20%. (Source: Hootsuite)

~~The algorithms developed by~~ This is great news for marketers since people who follow brands on Instagram are aware and accept the fact that they’re going to be exposed to products.

Posts tagged with another user (56%) or location (79%) have significantly higher engagement rates (Source: Simply Measured)

Digital Clarity ~~include all social media platforms as they develop, and technology partners coupled with the client~~’s ~~analytics provide ROI positive results within a quarter.~~presence in the UK provides an excellent springboard into mainland Europe as London remains the gateway into both Northern and Southern European markets.

From the recent Internet Advertising Bureau (IAB) and (Price Waterhouse Coopers) PwC Report:

~~284 million Twitter accounts~~At half year, the total UK digital advertising market is worth £5.56bn, up 13.8% y-o-y

~~1.35 billion Facebook accounts~~Mobile is driving almost all growth in the market

~~70 million Pinterest accounts~~At £2.37bn, mobile now makes up 43% of all digital

Online video has overtaken banners as the largest display format, up 46% year-on-year

China overtook the online the US-Market as the world’s largest online market in 2015. Online shopping is one of the most popular online activities worldwide, Goldman Sachs expects on-line shopping retail sales in China to grow at an annual average of 23% over the next 4 years, topping $1.7 trillion by 2020, but the usage varies by region - in 2016, an estimated 19% of all retail sales in China occurred via internet but in Japan the share was only 6.7%. Desktop PCs are still the most popular device for placing online shopping orders, but mobile devices, especially smartphones, are catching up. Fast.

Double-digit growth will continue through 2020, when sales will top $4 trillion. Retail ecommerce sales—which include products and services (barring travel, restaurant and event ticket sales) ordered via the internet over any device.

eMarketer expects retail ecommerce sales will increase to $4.058 trillion in 2020, making up 14.6% of total retail spending that year.

In 2017, B2C ecommerce sales exceeded $2.3 trillion worldwide. B2B ecommerce, on the other hand, will reach $77 trillion. Those two data points represent a 234.78% difference in market size.

For the first time ever, four consultancies have cracked Ad Age's ranking of the 10 largest agency companies in the world. With combined revenue of $13.2 billion, the marketing services units of Accenture, PwC, IBM and Deloitte sit just below WPP, Omnicom, Publicis Groupe, Interpublic and Dentsu. Last year, only two consultancies—Accenture Interactive and IBM iX—made the top 10. IBM iX was the first to break into the top 10.

Given the experience of the team, Digital Clarity’s advisory and consultancy is in demand. With the recent growth in these business areas, and the rise of consultancies, it is confirmation that Digital Clarity is headed in the right direction for growth.

Internet companies generate their revenue through various means. Google, for instance, makes use of its advertisement services such as Google AdWords – which takes advantage of Google searches and appear as small advertisements next to search results – and Google AdSense which generates advertisements based on a user’s search history and location, among others. Advertisements based on AdSense appear all across Google-owned sites including YouTube and Google Finance. The online company also profits from the development of Android OS, licensing and mobile apps as well as the recent development of hardware such as the Nexus mobile device series and Google Glass.

Revenue in the "Social Media Advertising" segment amounts to $32 billion in 2017.

Revenue is expected to show an annual growth rate (CAGR 2017-2021) of 10.9 % resulting in a market volume of $48,917m in 2021.

The revenue in the "Social Media Advertising" segment currently corresponds to 0.05 % of the country's GDP.

Amazon has officially replaced Google as the most valuable brand in the world, according to brand consultancy Brand Finance. Amazon's brand value is $150.8 billion, an increase of 42% from 2016, based on business performance and marketing investment. The second most valuable global brand is Apple, at $146.3billion. Google is third highest, with a $120.9 billion valuation. (Business Insider.com)

Digital Brand Media & Marketing Group, Inc. is initiating a significant effort to raise investor awareness on a global basis. The strategic outreach is directed at investors around the world who understand the digital marketplace and its expanding influence on consumer decisions. DBMM is targeting these new investors through a global digital and traditional integrated investor outreach campaign which will be run by Digital Clarity, with third parties, as required for ~~DBMM to reach Global Markets~~distribution.

In ~~2015, it~~the full industry context of dramatic expansion of digital footprints, there has been no direct correlation between DBMM's (increasing) revenues and its pps. Economic and industry analysts state the multiple for digital media has continued to grow to 25-30 times revenues.

DBMM (the “Company”) has been honing its commercial model since the acquisition of Digital Clarity (“DC”) in 2011; DC has been cash-flow positive as an operating company since its acquisition. Going forward, as the Company is ~~expected that~~scaling up, with growth capital to expand proportionately, the U.S. economy will continue its recovery while the global economy is lagging behind. As the markets remain volatile, the opportunity for a company like DBMM to approach new business with its proven track record increases. The core markets remain US and English speaking European markets. Emerging markets are a target for 2015. BRIC countries (Brazil, Russia, India and China)focus will be ~~key targets from the emerging markets.~~

Internet usage is poised for explosive growth across Asia, driving massive consumer demand for digital content and services. The biggest challenge for businesses hoping to meet this demand is how to make money while creating low-cost content. According to McKinsey & Co, India and China are driving an emerging digital revolution via new mobile devices.

The Company intends to further extend its services in the Middle Eastern market initially then review the successes using a lean methodology and continuous improvement along the way, and then roll out to the BRIC markets.

~~The US remains the center of the entertainment, technology and digital industries and as such the emphasis looking forward to 2015 and building~~ on the ~~recent success in the last quarter~~digital marketing global triangle of ~~the 2014 calendar year means that DBMM and its agency Digital Clarity are perfectly positioned to spring board into this market using the successful models established over the last two years.~~

~~The digital market continues to be focused on~~ London, New York and Los ~~Angeles; therefore,~~Angeles. Margins continue to be robust, and once the business reaches appropriate scale with assumed profitability after growth capital infusion and the crossover point is established, DBMM will become a successful business for all its stakeholders.

The clients benefit immediately; the shareholders will benefit as the market cap grows. The media market multiple far exceeds the manufacturing cap multiple, as digital marketing technology has become one of the fastest-growing industries in the world today.

For context, Benjamin Graham, a British-born investor who inspired Warren Buffett, repeated endlessly (his colleagues have said): “In the short term, the stock market is a voting machine. In the long run it’s ~~same triangle of London/New York/LA is strategically sound. We are establishing~~ a strong digital marketing presence in the Los Angeles area to cover the entertainment and music market and then plan to have the same model in New York. Our corporate offices are located in New York, however Los Angeles remainsweighing machine that measures a ~~key regional base from which to build and expand relationships, while a New York presence is equally important to serve and build relationships in the largest advertising market in the US.~~Company’s true value.”

~~Fast Growing: -Current Population - 13+ Million - 49% population growth 1990-2000; 29% growth 2000-2008. More Asians are emigrating to~~business has been sound from the ~~U.S. than any other ethnic group.~~

~~Educated & Affluent: -44% holding BA degree - vs. 28%~~acquisition of ~~Non-Hispanic Whites -Median HH income almost $10K greater than Non-Hispanic Whites~~

~~Geographically Concentrated: -More than 50% reside in 3 states alone: CA, NY,~~DC, and ~~TX.~~

~~Entrepreneurial and Driven -Own and operate 1.1 million business nationally, generating $343 billion in annual revenue.~~

~~Cost Efficient Reach -Almost 1,000 targeted media outlets reaching Asians nationally, with lowest CPMs of all consumer segments.~~

As the ~~current operations base~~Company has been developing incrementally, but not nearly at the pace management would like because of the ~~digital marketing agency is~~non-operating hurdles faced since the Company was required to re-audit in ~~London England, it is perfectly placed to reach out to~~2013, and the ~~broader European market to replicate~~litigation thereafter, creating a series of mitigating circumstances beyond the Company’s ~~model~~control. The Company continues to address the challenges and is very encouraged by the identification of long-term investors who infused capital into DBMM beginning in the ~~stronger economies~~1Q2018, specifically to bring its delinquent filings current. Capital was finally available for this purpose, to prepare a Super 10-K for 2015-2016-2017, providing 3 years of audited financial statements to the public. (The Super 10-K was filed May 31, 2018. The Q1 2018 was filed on June 22, 2018, and the Q2 was filed on June 25, 2018.)

Equally important, DBMM now has a “normal” cash-flow model of investment, focused on growth identified, and secured, to support the Company’s Business Plan going forward. That fact reinforces a commitment that reporting will take place as required and the Company can return to the growth model envisioned before outside influences interfered to the detriment of DBMM. The long-term investors are just that, not short-term equity players. Likewise, the economic environment globally has recovered and is on an upswing, unlike the Financial Recession, so mezzanine financing is (finally) available. The industry is very attractive to investors, and DBMM using the technology of tech giants, coupled with data available from social media platforms, is specifically attractive as a business.

Analysis indicates that large marketing and advertising entities are acquiring differentiating digital marketing companies, rather than developing the expertise organically. That fact acknowledges DBMM’s Business Plan which would see such a sale as a potential exit strategy for consideration in ~~this region. As with the relationships mentioned~~a 5-8-year timeframe.

The contingency of a sale is supported by DBMM’s place in the ~~US, opportunities were advanced with US partners~~industry, which is strong. The acquired company, Digital Clarity, won or placed in several industry awards during the past 1-2 years. With funding, the Company can broaden its reach as there are many companies in the pipeline which have been in neutral, until the infrastructure could be developed. The Company is labor-intensive, and Management has access to ~~leverage Digital Clarity~~the ’“~~s reach in this region~~best and ~~help take established US agencies into~~ the ~~European region.~~

~~2014 saw~~brightest” as new clients ~~emerge from Europe,~~are brought on board, as ~~well as expansion of global reach of new U.S. clients.~~was expected with funding.

~~In 2013, the execution of this aspect of the business plan is illustrated by the agreements with VMS and Brandmini to represent them outside the United States, initially in Europe.~~

The ~~Middle East is a fertile market for heritage based US~~industry environment continues to grow exponentially and ~~European brands looking for entry into this lucrative market. The fastest area for growth in this sector is to leverage on~~ the ~~luxury arena. Digital Clarity has developed new business in a number of different luxury brands.~~

Given the complexity of the region as well as the enormous potential, it is important that Digital Clarity aligns itself with established players in local markets. With this in mind, Digital Clarity will look to collaborate with some digital agency partners where there is already a relationship and create a strategy that allows the company to look at the breakdown of current digital competence of these brands focusing on various touch points such as tablets, sites, mobile & social reach in the Middle East.

~~Our value proposition is very much about creating digital penetration of the Middle Eastern market for a particular group and how those brands would be positioned to create brand value~~ – ~~a byproduct of which would be sales.~~

~~Worldwide luxury goods continues double-digit annual growth; global market now tops~~ €~~200 billion~~

· ~~Dubai commands around 30 per cent of Middle East luxury market and around 60 per cent of the UAE~~’~~s luxury market~~

~~The Dubai Mall accounts for around 50 per cent of Dubai~~’~~s luxury purchases~~

~~Each year, more~~ “~~HENRYs~~”~~(High Earnings, Not Rich Yet) become potential customers, with ten times as many HENRYs as ultra-affluent individuals~~

~~The rise of the middle class in emerging countries is polarizing the competitive arena, becoming a~~ “~~new baby-boom sized generation~~” ~~for luxury brands to target.~~

~~DBMM began the 2015 fiscal year with significant challenges, all of which were addressed and became a strong foundation for~~ future ~~growth. The focus remains on the growth~~ of digital marketing ~~services~~as an essential strategy for any consumer-facing business is essential. DBMM has been honing its business model since the acquisition of its brand and ~~technology driven through Digital Clarity. DBMM~~ is ~~a marketing services company which is labor intensive in order to provide a differentiating product to~~an industry leader for its clients. As such, it is imperative to raise a significant amount of capital to hire professionals who can deliver profit to the Company within a quarter. The proven model carried in our financials is each new hire/client averages a margin of 35%-55%, straight line and simple. On that basis, our target is to recruit 10-20 new staff to represent a critical mass and scale up our revenues proportionately. We have begun that trajectory upward in the 1Q 2015.

Digital Clarity has a differentiating approach to its products and services by providing brand enhancement and increased ROI through a strategic alignment with its clients from content design through execution and stewardship. By providing a 360-degree product, we reinforce the relationship with the clients and become key advisors – ~~a seat at the table, as it were. That translates to a consistent 35-55% margin and long-term clients.~~

However, the weakened share price remains a challenge to the Company. On that basis, in the last two years having revenues of approximately $400,000 to $500,000 would suggest a conservative market multiple of x10-x16, the latter being the manufacturing average, the market cap of DBMM should be a minimum of $5,000,000. The multiples for media tend to be at the higher end of the spectrum; therefore, compared to other companies in this sector, DBMM is significantly undervalued. The issue will be addressed as a priority early in the 2015 fiscal year as it continues to be challenge.

~~In summary,~~size. DBMM’s ~~financing efforts have always been in short term, small amounts of working capital. That is changing in 2015.~~ increasing client base, coupled with decreasing debt and expenses, positions the Company as intended, thus attracting mezzanine financing.

Going forward, there will be an emphasis on investor awareness during fiscal years 2018 and 2019. DBMM ~~intends~~is taking significant action to ~~embark~~aggressively widen its brand exposure using a variety of digital and social channels. There are investors around the globe who understand the digital marketplace and its growing influence on consumer decisions. DBMM is targeting these new investors through a ~~significant capital raise to allow the Company to scale up geographically~~global digital and maximize our global reach through strategic relationships. This model is the most efficient and effective path to grow DBMM quickly into multiple revenue streams. We have proven the model in the last two years. Our marketing services’ ~~offering is a labor intensive endeavor, wherein human capital is a key differentiator of knowledge and/or relationships. What we have discussed here is organic growth~~traditional integrated campaign which will be ~~conducted in conjunction~~run by Digital Clarity, with ~~concluding an acquisition in the digital technology/marketing services sector.~~third parties as required for distribution.

After a very difficult year, fraught with challenges and hurdles, we see 2015 as poised for growth on multiple fronts. With capital infusion, which will allow us to bring in new clients, grow existing successful clients and service them accordingly, coupled with an offer of a deferred tax asset to attract partners with significant revenue and expansion patterns, we will have a model in place which will be sustainable.

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

Our discussion of the financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of our condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities at the date of the financial statements. Management regularly reviews its estimates and assumptions, which are based on historical factors and other factors that are believed to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions, estimates or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. See “Notes to ~~Consolidated~~condensed consolidated Financial Statements” for additional disclosure of the application of these and other accounting ~~policies~~policies.

We are concentrating on activities which will grow Digital Clarity organically and by acquisition. We have spent the last ~~two~~four fiscal years establishing a client model for existing and new customers which can be exported geographically.

We had approximately ~~$35,000~~$85,000 in cash and our working capital deficiency amounted to approximately ~~$2.5~~$3.6 million at May 31, ~~2015.~~2018.

During the nine-month period ended May 31, ~~2015,~~2018, we used cash in our operating activities amounting to approximately ~~$238,000.~~$171,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately ~~$674,000~~$287,000 adjusted for the following:

~~Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:~~

~~An increase in our accounts payable and accrued expenses of approximately $72,000~~

~~During the quarter ended May 31, 2015, we generated cash from financing activities of $239,500, which consist of the proceeds from the issuance of loan payables.~~

~~We had approximately $57,000 in cash and our working capital deficiency amounted to approximately $2.2 million at May 31, 2014.~~

During the nine-month period ended February 28, 2014, we used cash in our operating activities amounting to approximately $297,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $1 million adjusted for the following:

Change in fair value of derivative liability of ~~$122,400~~$33,879 The measurement is set by ASC 815, and, primarily based on volatility, can vary significantly quarter to quarter. (See Note 2/Derivative Liabilities)

Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:

~~An increase~~A decrease in our accounts payable and accrued expenses of approximately ~~$215,000, resulting~~$55,000 An increase in our accrued salaries of approximately $127,000.

During the nine-months ended May 31, 2018, we generated cash from ~~slower payment processing due~~financing activities of $192,000, which consist of the proceeds from the issuance of loan payables.

We had approximately $41,000 in cash and our working capital deficiency amounted to approximately $3.3 million at May 31, 2017.

During the nine-month period ended May 31, 2017, cash provided in our ~~financial condition~~operating activities amounting to approximately $31,000. Our cash provided by operating activities was comprised of our net income from continuing operations of approximately $207,000 adjusted for the following:

Change in fair value of derivative liability of $303,252 The measurement is set by ASC 815, and, primarily based on volatility, can vary significantly quarter to quarter. (See Note 2/Derivative Liabilities)

Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:

A decrease in our accounts payable and accrued expenses of approximately $28,000.

An increase in accounts receivables of approximately ~~$42,000,~~$26,000, primarily due to timing of certain revenues during the quarter ended ~~February 28, 2014~~May 31, 2017.

During the nine-month period ended February 28, 2014, we generated cash from financing activities of $338,450, which primarily consists of the proceeds from the issuance of loans and convertible debt aggregating $401,600 offset by principal repayments of loans payable of $40,000 and payment of the bank overdraft of approximately $23,000.

Comparison of the Results for the ~~Three-month~~Three and nine-month periods Ended May 31, ~~2015~~2018 and ~~2014~~

Unaudited Consolidated Operating Results
For the Three Months Ended May 31,
For the Nine Months Ended May 31,
Increase/
Increase/
Increase/
Increase/
(Decrease)
Decrease
(Decrease)
Decrease
$
%
$
%
2015
2014
2015 vs 2014
2015 vs 2014
2015
2014
2015 vs 2014
2015 vs 2014

SALES $       111,192 $         79,902 $          31,290
39%
$       368,384 $       292,341 $          76,043
26%

COST OF SALES             78,237             47,561              30,676
64%
          242,862           152,103              90,759
60%
                    -                       -
GROSS PROFIT             32,955             32,341                   614
2%
          125,522           140,238            (14,716)
-10%
                    -                       -
COSTS AND EXPENSES                     -                       -
General and administrative             41,605             64,792            (23,187)
-36%
          178,580           165,507              13,073
8%
Compensation Expense             51,000             89,999            (38,999)
-43%
          171,000           379,627          (208,627)
-55%
Legal and professional fees             64,901             76,886            (11,985)
-16%
          196,369           200,572              (4,203)
NM
TOTAL OPERATING EXPENSES           157,506           231,677            (74,171)
-32%
          545,949           745,706          (199,757)
-27%
                    -                       -
OPERATING LOSS         (124,551)         (199,336)            (74,785)
-38%
        (420,427)         (605,468)          (185,041)
-31%
                    -                       -
OTHER INCOME (EXPENSE)                     -                       -
Interest expense           (65,647)         (147,129)            (81,482)
-55%
        (261,623)         (542,698)          (281,075)
-52%
Gain (Loss) on derivative liability             (6,593)           591,106            597,699
NM
              8,198           122,400            114,202
NM
TOTAL OTHER INCOME (EXPENSE) $       (72,240) $       443,977 $        516,217
NM
$     (253,425) $     (420,298) $      (166,873)
NM

                    -                       -
NET LOSS $     (196,791) $       244,641 $        441,432
NM
$     (673,852) $ (1,025,766) $      (351,914)
NM
NM: Not meaningful

We currently generate revenue through our Pay-Per-Click Advertising, Search Engine Marketing, Search Engine Optimization Services, Web Design, Social Media, Digital analytics and Advisory Services.

For the three and nine-month period ended May 31, ~~2015~~2018 our primary sources of revenue are the Per-Click Advertising, Web Design and Search Engine Optimization Services. These primary sources amounted to ~~93%~~85% and ~~96%~~75% of our revenues during the three and nine-month period ended May 31, ~~2015.~~2018. Our secondary sources of revenue are our Social Media and Email Media. These secondary sources amounted to approximately 3% of our revenues.

We recognize revenue upon the completion of our performance obligation, provided that: (1) evidence of an arrangement exists; (2) the arrangement fee is fixed and determinable; and (3) collection is reasonably assured.

~~During the three and nine-month periods ended May 31, 2015, our revenues increased when compared to the prior year period primarily as a result of increased sales related to Per-Click Advertising.~~

During the ~~three and nine-month~~three-month period ended May 31, ~~2015, our cost~~2018, the decrease in sales of ~~sales~~$48,191 was simply an anomaly of timing in the third quarter, as the nine-month period also ended May 31, 2018 increased ~~primarily from increases in media purchases.~~$26, 287, up 7% year on year. In addition, the Costs of Sales increased by $18,459 covering the addition of 2 new staff members including their training and assimilation, Google Search Marketing, Public Relations outreach and Submission to Industry Awards

The ~~decrease~~increase in general and administrative costs during the three-month ~~periods~~period ended May 31, ~~2015~~2018 is primarily due to an decrease in travel expenses during the third quarter of fiscal 2015, when compared to the third quarter of fiscal 2014. During the nine-month period ended May 31, 2015 the increase of general and administrative is due to the increase in ~~travel on the first two quarters, when compared to the nine-month period of fiscal 2014.~~

The decrease in compensation expenses during the three and nine-month period ended May 31, 2015 is primarily attributable to a grant of preferred shares to certain of its officers which occurred during the first quarter of fiscal 2014 and which amounted to $144,985.

~~The legal and~~ professional fees ~~during three and nine-month period ended May 31, 2015 when compared~~relating to ~~the comparable prior year periods decrease primarily due to decreased services provided by professionals in connection with the Company~~’sour public filings during the third quarter of ~~fiscal 2015.~~2018 following a similar increase in the second quarter 2018.

Interest expense, which include interest accrued on certain notes, as well as amortization of debt discount and the fair value of shares issued pursuant to reset provisions of certain convertible promissory notes, ~~decrease~~if any, increased during the three-month period ~~and nine-month~~ended May 31, 2018 is at approximately the same level as incurred during three-month period ended May 31, 2015 is primarily attributable to the amortization of debt discount which was lower during the three and nine-month periods ended May 31, 2015, when compared to the comparable prior year periods. The decrease in amortization debt discount is primarily due to the lesser issuance of convertible debt with beneficial conversion features and embedded conversion features during the three and nine-month period ended May 31, 2015 than the prior year comparable periods.2018.

The gain or loss on derivative liabilities is primarily attributable to a change in fair value of derivative liabilities between measurement dates.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

Item 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report, our management evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our ~~management~~Executive Director, who serves as our Principal Executive Officer and as our Principal Financial Officer has concluded that, as of May 31, ~~2015,~~2018, our disclosure controls and procedures were effective (notwithstanding the mitigating factors outside the Company’s control) in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time ~~periods~~period specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls

We maintain controls and procedures designed to ensure that we are able to collect the information that is required to be disclosed in the reports we file with the Securities and Exchange Commission (the "SEC") and to process, summarize and disclose this information within the time period specified in the rules of the SEC. Our management is responsible for establishing, maintaining and enhancing these procedures. Management, as described above, is also responsible, as required by the rules established by the SEC, for the evaluation of the effectiveness of these procedures.

Internal Controls

We maintain a system of internal controls designed to provide reasonable assurance that transactions are executed in accordance with management's general or specific authorization; transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") and maintain accountability for assets. Access to assets is permitted only in accordance with management's general or specific authorization.

In conclusion, the disclosure and procedure controls provide for reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in a litigation, Asher Enterprises, Inc. v. Digital Brand Media & MarketingGroup, Inc. and Linda Perry, Index No. 600717/2014, in the Supreme Court of the State of New York, sitting in the County of Nassau. The Plaintiff ~~alleges~~alleged $337,500 in damages based on breach of contract allegations arising from the Company’s untimely periodic filings in December 2013. On September 18, 2014, the Court declined to grant the plaintiff’s application for default ~~judgment.~~judgment and Linda Perry was removed as a defendant. The ~~cross-motion~~Court awarded judgment in favor of the Plaintiff on July 15, 2015 in the amount of $122,801.87, which does not offset $25,000 paid in settlement efforts. On February 22, 2016 a Settlement Agreement was signed by the parties for a total of $85,000 to Asher Enterprises. (See Note 10 Subsequent Events).

The U.S. Securities & Exchange Commission instituted an Administrative Proceeding, File No. 3-17990, on May 16, 2017 to revoke the Company’s registration statement because of delinquent filings. A hearing was held on August 9, 2017 and the Initial Decision to revoke the registration was dated November 16, 2017. That order was subsequently remanded by Order of the United States Supreme Court in December 2017. The Remand is still pending. The Company is vigorously defending its position and has responded to the Remand with evidence of mitigating circumstances, and subsequent definitive positive actions to rectify its delinquent filings. A Super 10-K for 2015-2016-2017, Q1 2018, Q2 2018, and this document, are definitive evidence, available to the public in EDGAR.

From time to time, the Company ~~was granted~~has become or may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position, or our business and the ~~lender was directed to file a verified answer in the form submitted within 20 days. The Company plans on vigorously defending the litigation.~~outcome of these matters cannot be ultimately predicted.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

~~Page 21~~

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Period
Class
Shares
Consideration
Use of Proceeds
Exemption from Registration
2014-2015 Q3
Investors
100,000
$4,500
Reduction of Outstanding Debt
§4 (a) (2)

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

~~Exhibits~~

31.1

Principal Executive ~~Director -~~Officer Rule 13a-14(a) Certification

~~32.1~~ Principal Financial Officer

Executive Director -

32.1

Principal Executive Officer Sarbanes-Oxley Act Section 906 Certification

Principal Financial Officer

Executive Director

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

Date: ~~September 23, 2015~~July 18, 2018

By: /s/ Linda Perry

Linda Perry

Principal Executive Officer

Principal Financial Officer

Executive Director

~~Page 22~~


INDEX
	Page No
PART I. CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED
	3
Item 1. Condensed Consolidated Financial Statements	3
Condensed Consolidated ~~Financial Statements (Unaudited)~~Balance Sheets as of May 31, 2018 (unaudited) and August 31, 2017
~~Balance Sheets~~	F-1
Condensed Consolidated Statements of Operations for the Three and Nine months ended May 31, 2018 and 2017 (unaudited)	F-2
Condensed Consolidated Statements of Cash Flows	~~F-3~~
for the Nine months ended May 31, 2018 and 2017 (unaudited)	F-3
Notes to Unaudited Condensed Consolidated Financial Statements	6F-4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1016
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2145
Item 4. Controls and Procedures	21
	45
PART II. OTHER INFORMATION
	46
Item 1. Legal Proceedings	21 46
Item 1A. Risk Factors	2146
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	2246
Item 3. Defaults Upon Senior Securities	2246
Item 4. Submission of Matters to a Vote of Security Holders	2247
Item 5. Other Information	2247
Item 6. Exhibits	2247
SIGNATURES	2248


DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		For the Three Months Ended May 31,		For the Nine Months Ended May 31,
		Unaudited		Unaudited
		2018	2017	2018	2017
SALES		$ 88,502	$ 136,693	$ 415,471	$ 389,184

COST OF SALES		101,532	83,073	313,522	220,559

GROSS PROFIT		(13,030)	53,620	101,949	168,625

COSTS AND EXPENSES
	Sales, general and administrative	140,572	9,140	366,340	209,769

TOTAL OPERATING EXPENSES		140,572	9,140	366,340	209,769

OPERATING INCOME (LOSS)		(153,602)	44,480	(264,391)	(41,144)

OTHER (INCOME) EXPENSES
	Interest expense	20,048	20,175	57,019	54,862
	Change in fair value of derivative liability	(15,830)	412,715	(33,879)	(303,252)

TOTAL OTHER (INCOME) EXPENSES		4,218	432,890	23,140	(248,390)

NET (LOSS) INCOME		$ (157,820)	$ (388,410)	$ (287,531)	$ 207,246

OTHER COMPREHENSIVE LOSS
	Foreign exchange translation	481	(211)	9,038	6,492
COMPREHENSIVE (LOSS) INCOME		$ (157,339)	$ (388,621)	$ (278,493)	$ 213,738

NET LOSS PER SHARE
	Basic and diluted	$ (0.000)	$ (0.001)	$ (0.000)	$ 0.000

WEIGHTED AVERAGE NUMBER OF SHARES
	Basic and diluted	745,718,631	745,718,631	745,718,631	745,718,631

See Notes to Unaudited Condensed Consolidated Financial Statements
F-2


DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended May 31,
	Unaudited
	2018	2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (287,531)	$ 207,246
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation	102	214
Change in fair value of derivative liability	(33,879)	(303,252)
Changes in operating assets and liabilities:
Accounts receivable	20,511	(26,382)
Prepaid expenses and other current assets	1,015	-
Accounts payable and accrued expenses	(55,989)	(28,308)
Accrued interest	57,019	50,857
Accrued compensation	127,588	130,596

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(171,164)	30,971

CASH FLOWS FROM INVESTING ACTIVITIES	-	-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from loans payable	192,000	-

NET CASH PROVIDED BY FINANCING ACTIVITIES	192,000	-

NET INCREASE IN CASH	20,836	30,971

EFFECT OF VARIATION OF EXCHANGE RATE OF CASH
HELD IN FOREIGN CURRENCY	9,038	5,993

CASH - BEGINNING OF PERIOD	55,262	4,518

CASH - END OF PERIOD	$ 85,136	$ 41,482

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$ -	$ -
Cash paid for taxes	$ -	$ -

See Notes to Unaudited Condensed Consolidated Financial Statements
F-3


Balance at August 31, ~~2014~~2017	$~~305,207~~
~~Embedded conversion features at issuance~~	~~59,000~~ 740,953
Changes in fair value of derivative liabilities	~~(8,198)~~(33,879)
Balance, May 31, ~~2015~~2018	~~$356,009~~$707,074


	United States	Great Britain	Total	United States	Great Britain	Total
Revenues	$ -	$ 368,384	$ 257,192	$3,627	$411,844	$415,471
Total revenues	$ -	$ 368,384	$ 257,192	$3,627	$411,844	$415,471
Identifiable assets at May 31, 2015	$ 691	$ 120,966	$ 121,657
Identifiable assets at May 31, 2018				$5,700	$79,436	$85,136

Large ~~Accelerated Filer~~ accelerated filero	[ ]	Accelerated ~~Filer~~ filero	[ ]
~~Non-Accelerated Filer~~ Non-accelerated filero	[ ]	Smaller ~~Reporting Company~~ reporting company	[ X ]
		Emerging growth company	[ ]

DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		May 31, 2015	August 31, 2014
		(Unaudited)
ASSETS

CURRENT ASSETS
	Cash	$ 34,185	$ 52,747
	Accounts receivable, net	80,175	74,511
	Prepaid expenses and other current assets	1,363	1,481
	Total current assets	115,723	128,739

	Property and equipment - net	5,934	6,223

TOTAL ASSETS		$ 121,657	$ 134,962

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
	Accounts payable and accrued expenses	$ 416,275	$ 377,765
	Accrued interest	121,533	65,152
	Accrued compensation	582,713	470,640
	Loans payable	290,800	218,300
	Derivative liability	356,009	305,207
	Convertible debentures, net	828,693	552,063

TOTAL CURRENT LIABILITIES		$ 2,596,023	$ 1,989,127

STOCKHOLDERS' DEFICIT
	Preferred stock, Series 1, par value .001; authorized 2,000,000
	shares; 1,970,185 and 870,185 shares issued and outstanding	1,970	870
	Preferred stock, Series 2, par value .001; authorized 2,000,000
	shares; 0 and 0 shares issued and outstanding	-	-
	Common stock, par value .001; authorized 10,000,000 shares; 4,414,975 and 3,613,791 shares issued and outstanding	4,415	3,614
	Additional paid in capital	9,760,175	9,724,799
	Other comprehensive loss	3,579	(12,796)
	Accumulated deficit	(12,244,505)	(11,570,652)

TOTAL STOCKHOLDERS' DEFICIT		(2,474,366)	(1,854,165)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 121,657	$ 134,962

See Notes to Unaudited Consolidated Financial Statements

DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		For the Three Months Ended May 31,		For the Nine Months Ended May 31,
		Unaudited
		2015	2014	2015	2014

SALES		$ 111,192	79,902	$ 368,384	292,341

COST OF SALES		78,237	47,561	242,862	152,103

GROSS PROFIT		32,955	32,341	125,522	140,238

COSTS AND EXPENSES
	General and administrative	41,605	64,792	178,580	165,507
	Compensation expense	51,000	89,999	171,000	379,627
	Legal and professional fees	64,901	76,886	196,369	200,572

TOTAL OPERATING EXPENSES		157,506	231,677	545,949	745,706

OPERATING LOSS		(124,551)	(199,336)	(420,427)	(605,468)

OTHER INCOME (EXPENSE)
	Interest expense	(65,647)	(147,129)	(261,623)	(542,698)
	Gain/ Loss on derivative liability	(6,593)	591,106	8,198	122,400
					-
TOTAL OTHER INCOME (EXPENSE)		(72,240)	443,977	(253,425)	(420,298)

NET INCOME (LOSS)		(196,791)	244,641	(673,852)	(1,025,766)

OTHER COMPREHENSIVE LOSS
	Foreign exchange translation	58	(1,271)	16,375	(2,175)
COMPREHENSIVE LOSS		$ (196,733)	$ 243,370	$ (657,477)	$ (1,027,941)

NET LOSS PER SHARE
	Basic and diluted	(0.05)	0.19	(0.16)	(1.64)

WEIGHTED AVERAGE NUMBER OF SHARES
	Basic and diluted	3,731,085	1,294,236	4,124,203	625,407


See Notes to Unaudited Consolidated Financial Statements


DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

		(Unaudited)
		May 31, 2018	August 31, 2017
ASSETS
CURRENT ASSETS
	Cash	$ 85,136	$ 55,262
	Accounts receivable, net	34,863	55,376
	Prepaid expenses and other current assets	476	1,491
	Total current assets	120,475	112,129

	Property and equipment - net	3,703	3,805

TOTAL ASSETS		$ 124,178	$ 115,934

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
	Accounts payable and accrued expenses	$ 329,639	$ 385,628
	Accrued interest	312,217	255,198
	Accrued compensation	1,010,231	882,643
	Loans payable	562,000	370,000
	Derivative liability	707,074	740,953
	Convertible debentures	840,791	840,791

TOTAL CURRENT LIABILITIES		3,761,952	3,475,213

STOCKHOLDERS' DEFICIT
	Preferred stock, Series 1, par value .001; authorized 2,000,000 shares; 1,995,185, and 1,995,185 shares issued and outstanding	1,995	1,995
	Preferred stock, Series 2, par value .001; authorized 2,000,000 shares; 0 and 0 shares issued and outstanding	-	-
	Common stock, par value .001; authorized 2,000,000,000 shares; 745,718,631, and 745,718,631, shares issued and outstanding	745,718	745,718
	Additional paid in capital	9,274,044	9,274,044
	Other comprehensive loss	(15,924)	(24,961)
	Accumulated deficit	(13,643,607)	(13,356,075)

TOTAL STOCKHOLDERS' DEFICIT		(3,637,774)	(3,359,279)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 124,178	$ 115,934

See Notes to Unaudited Condensed Consolidated Financial Statements
F-1

DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended May 31,
	(Unaudited)
		2015	2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (673,852)	$ (1,025,766)
Adjustments to reconcile net loss to net cash used in
operating activities:
Fair value of preferred shares issued for services		5,834	-
Fair value of preferred shares issued for bonus		-	144,985
Fair value of shares of common stock-interest		-	72,480
Interested related to modification of conversion price of debt
Depreciation		2,447	1,398
Amortization of debt discount		195,688	417,592
Change in fair value of derivative liability		(8,198)	(122,400)
Changes in operating assets and liabilities:
Accounts receivable		(5,666)	(5,171)
Prepaid expenses and other current assets		118	4,860
Accounts payable and accrued expenses		71,963	73,765
Accrued interest		60,766	-
Accrued compensation		112,073	141,395

NET CASH USED IN OPERATING ACTIVITIES		(238,827)	(296,862)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(2,158)	(493)

NET CASH USED IN INVESTING ACTIVITIES		(2,158)	(493)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-	(23,150)
Proceeds from convertible debentures		160,000	149,000
Principal repayments of loan payable		-	(40,000)
Proceeds from loan payable		79,500	252,600

NET CASH PROVIDED BY FINANCING ACTIVITIES		239,500	338,450

NET INCREASE (DECREASE) IN CASH		(1,485)	41,095

EFFECT OF VARIATION OF EXCHANGE RATE OF CASH
HELD IN FOREIGN CURRENCY		(17,077)	(2,175)

CASH - BEGINNING OF PERIOD		52,747	18,015

CASH - END OF PERIOD		$ 34,185	$ 56,935

Supplemental disclosures of cash flow information:
Cash paid for interest		$ -	$ -

Non-cash investing and financing activities:

Conversion of convertible notes payable into common stock		$ -	$ 399,228
Assignment/Modification of notes payable to convertible notes payable		$ -	$ 450,300
Debt discount associated with derivative liability		$ -	$ 247,000
Debt discount associated with convertible debt		$ -	$ 274,650
Embedded conversion features		$ -	$ -
Conversion of loan payable into common stock		$ 7,000	$ -
Beneficial conversion feature		$ -	$ -
Conversion of Series 1 preferred stock into common stock		$ 110	$ -
Conversion of accrued interest and fees to common stock		$ 2,200	$ -
Conversion of preferred stock to common stock		$ -	$ 26,956

See Notes to Unaudited Consolidated Financial Statements

Unaudited Consolidated Operating Results
Unaudited Consolidated Operating Results
	For the Three Months Ended May 31,				For the Nine Months Ended May 31,
			Increase/	Increase/			Increase/	Increase/
			(Decrease)	Decrease			(Decrease)	Decrease
			$	%			$	%
	2015	2014	2015 vs 2014	2015 vs 2014	2015	2014	2015 vs 2014	2015 vs 2014

SALES	$ 111,192	$ 79,902	$ 31,290	39%	$ 368,384	$ 292,341	$ 76,043	26%

COST OF SALES	78,237	47,561	30,676	64%	242,862	152,103	90,759	60%
					-	-
GROSS PROFIT	32,955	32,341	614	2%	125,522	140,238	(14,716)	-10%
					-	-
COSTS AND EXPENSES					-	-
General and administrative	41,605	64,792	(23,187)	-36%	178,580	165,507	13,073	8%
Compensation Expense	51,000	89,999	(38,999)	-43%	171,000	379,627	(208,627)	-55%
Legal and professional fees	64,901	76,886	(11,985)	-16%	196,369	200,572	(4,203)	NM
TOTAL OPERATING EXPENSES	157,506	231,677	(74,171)	-32%	545,949	745,706	(199,757)	-27%
					-	-
OPERATING LOSS	(124,551)	(199,336)	(74,785)	-38%	(420,427)	(605,468)	(185,041)	-31%
					-	-
OTHER INCOME (EXPENSE)					-	-
Interest expense	(65,647)	(147,129)	(81,482)	-55%	(261,623)	(542,698)	(281,075)	-52%
Gain (Loss) on derivative liability	(6,593)	591,106	597,699	NM	8,198	122,400	114,202	NM
TOTAL OTHER INCOME (EXPENSE)	$ (72,240)	$ 443,977	$ 516,217	NM	$ (253,425)	$ (420,298)	$ (166,873)	NM
					-	-
NET LOSS	$ (196,791)	$ 244,641	$ 441,432	NM	$ (673,852)	$ (1,025,766)	$ (351,914)	NM
NM: Not meaningful


Unaudited Condensed Consolidated Operating Results

	For the Three Months Ended May 31,			For the Nine Months Ended May 31,
	(Unaudited)		Increase/ (Decrease)	(Unaudited)		Increase/ (Decrease)
	2018	2017	$ 2018 vs 2017	2018	2017	$ 2018 vs 2017
SALES	$ 88,502	$ 136,693	$ (48,191)	$ 415,471	$ 389,184	$ 26,287

COST OF SALES	101,532	83,073	18,459	313,522	220,559	92,963

GROSS PROFIT	(13,030)	53,620	(66,650)	101,949	168,625	(66,676)

COSTS AND EXPENSES
Sales, general and administrative	140,572	9,140	131,432	366,340	209,769	156,571

TOTAL OPERATING EXPENSES	140,572	9,140	131,432	366,340	209,769	156,571

OPERATING LOSS	(153,602)	44,480	198,082	(264,391)	(41,144)	(223,247)

OTHER (INCOME) EXPENSES
Interest expense	20,048	20,175	127	57,019	54,862	2,157
Change in fair value of derivative liability	(15,830)	412,715	428,545	(33,879)	(303,252)	(269,373)

TOTAL OTHER (INCOME) EXPENSES	4,218	432,890	428,672	23,140	(248,390)	(271,530)

NET (LOSS) INCOME	$ (157,820)	$ (388,410)	$ (230,590)	$ (287,531)	$ 207,246	$ (494,777)

(NM): not meaningful


Period	Class	Shares	Consideration	Use of Proceeds	Exemption from Registration
2014-2015 Q3	Investors	100,000	$4,500	Reduction of Outstanding Debt	§4 (a) (2)