UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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, 2015February 28, 2022


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)


747845 Third Avenue, 6th Floor, New York, NY 1001710022

(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)

 

Indicate by check mark 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


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). X  Yes o 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, or an emerging growth company. See the definitions of large“large accelerated filer,accelerated filer“accelerated filer”, “smaller reporting company”, and smaller reporting company“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer         o

Accelerated Filer                         o

Non-Accelerated Filer            o

Smaller Reporting Company      X


Large Accelerated Filer ☐ Accelerated Filer ☐

Non-Accelerated Filer ☐ Smaller Reporting Company ☒

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 provided 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 o No X

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

DBMM

OTC Markets

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

Date

Shares Outstanding

September 23, 2015April 11, 2022

4,414,975787,718,631















INDEX

 

Page No

PART I. CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED


 


Item 1. Condensed Consolidated Financial Statements

3

Condensed Consolidated Financial Statements (Unaudited)Balance Sheets as of February 28, 2022 (unaudited) and August 31, 2021 (audited)


3

Balance SheetsCondensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months ended February 28, 2022 and 2021 (unaudited)

F-14

Condensed Consolidated Statements of OperationsChanges in Stockholders’ Deficit for the Six months ended February 28, 2022 and 2021 (unaudited)

F-25

Condensed Consolidated Statements of Cash Flows

F-3


Notes to Unaudited  Consolidated Financial Statements for the Six months ended February 28, 2022 and, 2021 (unaudited)

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

1015

Item 3. Quantitative and Qualitative Disclosures About Market Risk

2128

Item 4. Controls and Procedures

2128

 


PART II. OTHER INFORMATION


 


Item 1. Legal Proceedings

2129

Item 1A. Risk Factors

2129

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

2229

Item 3. Defaults Upon Senior Securities

2229

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

2229

Item 5. Other Information

2229

Item 6. Exhibits

2230

SIGNATURES

22

SIGNATURES

31

 


 

Page 2PART I. FINANCIAL INFORMATION

 




ITEM I. FINANCIAL STATEMENTS

                                                                         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




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. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 
         
  

(Unaudited)

  

(Audited)

 
  

February 28,

  

August 31,

 
  

2022

  

2021

 

ASSETS

        
         

CURRENT ASSETS

        

Cash

 $30,202  $9,787 

Accounts receivable, net

  931   16,251 

Prepaid expenses and other current assets

  470   470 

Total current assets

  31,603   26,508 
         

Property and equipment - net

  1,420   1,420 
         

TOTAL ASSETS

 $33,023  $27,928 
         

LIABILITIES AND STOCKHOLDERS' DEFICIT

        
         

CURRENT LIABILITIES

        

Accounts payable and accrued expenses

 $721,060  $657,275 

Accrued interest

  770,071   643,331 

Accrued compensation

  1,433,886   1,439,886 

Derivative liability

  222,363   506,360 

Loans payable, net

  1,823,545   1,648,248 

Officers loans payable

  97,302   89,709 

Convertible debentures, net

  590,991   590,991 
   5,659,218   5,575,800 
         

Loan payable, net of short-term portion

  45,756   46,192 
         
         

TOTAL LIABILITIES

  5,704,974   5,621,992 
         

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: 757,718,631, and 757,718,631, shares issued and outstanding

  757,718   757,718 

Additional paid in capital

  9,528,590   9,528,590 

Other comprehensive loss

  7,992   (35,984

)

Accumulated deficit

  (15,968,246

)

  (15,846,383

)

         

TOTAL STOCKHOLDERS' DEFICIT

 $(5,671,951

)

 $(5,594,064

)

         

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $33,023  $27,928 

 

See Notes to Unaudited Condensed Consolidated Financial Statements


DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 
                 
  

Unaudited

  

Unaudited

 
  

For the Three Months Ended

  

For the Six Months Ended

 
  

Feb. 28, 2022

  

Feb. 28, 2021

  

Feb. 28, 2022

  

Feb. 28, 2021

 
                 

REVENUES

 $39,264  $38,117  $96,846  $75,082 
                 

COST OF REVENUES

  32,119   9,416   71,873   99,739 
                 

GROSS PROFIT (LOSS)

  7,145   28,701   24,973   (24,657)
                 

COSTS AND EXPENSES

                

Sales, general and administrative

  151,529   121,875   317,457   239,094 

TOTAL OPERATING EXPENSES

  151,529   121,875   317,457   239,094 
                 

OPERATING (LOSS)

  (144,384)  (93,174)  (292,484)  (263,751)
                 

OTHER (INCOME) EXPENSE

                

Interest expense

  128,169   54,918   211,641   137,959 

Other income

  -   -   (98,265)  - 

Change in fair value of derivative liability

  (296,204)  (66,217)  (283,997)  (72,173)

TOTAL OTHER (INCOME) EXPENSE

  (168,035)  (11,299)  (170,621)  65,786 
                 

NET INCOME (LOSS)

 $23,651  $(81,875) $(121,863) $(329,537)
                 

OTHER COMPREHENSIVE INCOME (LOSS)

                

Foreign exchange translation

  25,841   19,198   43,976   17,071 

COMPREHENSIVE INCOME (LOSS)

  49,492   (62,677)  (77,887)  (312,466)
                 

NET INCOME (LOSS) PER SHARE

                

Basic

 $0.00  $(0.00) $(0.00) $(0.00)

Diluted

 $0.00  $(0.00) $(0.00) $(0.00)
                 

WEIGHTED AVERAGE NUMBER OF SHARES

                

Basic

  757,718,631   757,718,631   757,718,631   757,718,631 

Diluted

  909,088,106   757,718,631   757,718,631   757,718,631 

See Notes to Unaudited Condensed Consolidated Financial Statements


DIGITAL BRAND MEDIA & MARKETING GROUP, INC., AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 
         
  

For the Six Months Ended February 28,

(Unaudited)

 
  

2022

  

2021

 
         

Series 1

        

Preferred Stock

        

Shares, beginning and end of period

  1,995,185   1,995,185 
         

Preferred Stock

        

Balance, beginning and end of period

 $1,995  $1,995 
         

Series 2

        

Preferred Stock

        

Shares, beginning and end of period

  -   - 
         

Preferred Stock

        

Balance, beginning and end of period

 $-  $- 
         

Common Stock

        

Shares, beginning and end of period

  757,718,631   757,718,631 
         

Balance, beginning and end of period

 $757,718  $757,718 
         

Additional paid-in capital

        

Balance, beginning and end of period

 $9,528,590  $9,270,444 
         

Other Comprehensive Income (Loss)

        

Balance, beginning of period

 $(35,984

)

 $(16,787

)

Other comprehensive income (loss)

  43,976   (24,943

)

Balance, end of period

 $7,992  $(41,730

)

         

Accumulated Deficit

        

Balance, beginning of period

 $(15,846,383

)

 $(15,144,733

)

Net loss

  (121,863

)

  (247,662

)

Balance, end of period

 $(15,968,246

)

 $(15,474,270

)

         

Total Stockholders' Deficit

 $(5,671,951

)

 $(5,485,843

)

See Notes to Unaudited Condensed Consolidated Financial Statements


DIGITAL BRAND MEDIA & MARKETING GROUP, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
         
  

For the Six Months Ended

 
  

(Unaudited)

 
  

February 28,

  

February 28,

 
  

2022

  

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net loss

 $(121,863) $(329,537)
         

Adjustments to reconcile net loss to net cash used in operating activities:

        

Depreciation

  -   558 

Change in fair value of derivative liability

  (283,997)  (72,173)

Gain on extinguishment of debt

  -   - 
         

Changes in operating assets and liabilities:

        

Accounts receivable

  15,071   3,532 

Accounts payable and accrued expenses

  94,693   78,441 

Accrued interest

  126,740   103,456 

Accrued compensation

  (6,000)  (12,300)
         

NET CASH USED IN OPERATING ACTIVITIES

  (175,356)  (228,023)
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchase of equipment

  -   - 
         

NET CASH USED IN INVESTING ACTIVITIES

  -   - 
         

CASH FLOWS FROM FINANCING ACTIVITIES

        
         

Proceeds from loans payable

  190,022   228,168 

Officer loans payable (repayments)

  8,336   (1,214)

Principal repayments loans payable

  (2,400)  - 
         

NET CASH PROVIDED BY FINANCING ACTIVITIES

  195,958   226,954 
         
         

EFFECT OF VARIATION OF EXCHANGE RATE OF CASH

HELD IN FOREIGN CURRENCY

  (187)  17,071 
         

NET INCREASE/(DECREASE) IN CASH

  20,415   16,002 
         

CASH - BEGINNING OF PERIOD

  9,787   34,461 
         

CASH - END OF PERIOD

  30,202   50,463 
         

Supplemental disclosures of cash flow information:

        

Cash paid for interest

 $-  $- 

Cash paid for taxes

 $-  $- 

Non-cash investing and financing activities:

        

Common Stock issued in connection with debt

 $-  $- 

See Notes to Unaudited Condensed Consolidated Financial Statements


DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN

Nature of Business and History of the Company

Digital Brand Media & Marketing Group, Inc. (f/k/a RTG Ventures, Inc.(“The Company” or “DBMM”) 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 positionpositions the companyCompany 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 unauditedcondensed 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 pursuantwith the instructions to the rulesForm 10-Q and regulationsRule 10-01 of Regulation S-X. Accordingly, they do not include all of the Securitiesinformation and Exchange Commission (the SEC). The accompanying unaudited consolidatedfootnotes required by generally accepted accounting principles for complete financial statements includestatements. In the accountsopinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended February 28, 2022 are not necessarily indicative of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. You should read these interim financial statements in conjunction withresults that may be expected for the consolidatedyear ending August 31, 2022. For further information refer to the financial statements and notesfootnotes thereto included in the Companys Annual Report onCompany’s Form 10-K/A10-K for the year ended August 31, 2014.2021.

Going Concern

The accompanying 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 $2.4 million at February 28, 2022 and doesn’t have sufficient cash on hand to satisfy such obligations. The preceding raise substantial doubt about the ability of the Company to continue as a going concern. However, the Company generated proceeds of $195,958 from financing activities during the six months ending February 28, 2022. The Company also has a non-binding Commitment Letter from an investor of $250,000 which also includes a right of first refusal on additional capital raise up to $3 million which will contribute to satisfying such obligations and fund any potential cash flow deficiencies from operations for the foreseeable future.

Accordingly, the accompanying 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. The Company had no cash equivalents as of February 28, 2022.

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. TheAt February 28, 2022, the Company did not recognize anhad no allowance for doubtful accounts as of November 30 and August 31, 2014, respectively.accounts.

 

Page 6




Property and Equipment

Property and equipment isare 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).

Revenue Recognition

Revenue is recognized upon transfer of control of promised or services to customers in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Services

The Company followsgenerally provides its services to companies, primarily located in Europe but with international exposure. The Company generally provides its services ratably over the guidanceterms of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company records revenue when persuasive evidencecontract and bills such services at a monthly fixed rate. Some 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, evidencebilled quarterly. The Company’s services are sold without guarantees.

Significant Judgments

Our contracts with customers sometimes often include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Judgment is required to determine Standalone Selling Price (SSP) for each distinct performance obligation. The Company uses a single amount to estimate SSP for items that are not sold separately, including set-up services, monthly search advertising services, and monthly optimization and management.

Contract Balances

Timing of an arrangement exists,revenue recognition may differ from the feetiming of invoicing to customers. The Company records a receivable when revenue is fixedrecognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and determinable and collectability is probable.other currently available evidence.


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. Included in these estimates are assumptions about the collection of its accounts receivable, converted amount of cash denominated in a foreign currency, and estimated amounts of cash, the derivative liability could settle, if not in common shares. Actual results could differ from those estimates.

Income Taxes

The Company accountsfollows the provisions of the ASC 740 -10 related to, Accounting for income taxes utilizingUncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the liability methodtaxing authorities, while others are subject to uncertainty about the merits of accounting. Under the liability method, deferred taxes are determinedposition 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 statementall 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 basespositions are all highly certain of assetsbeing 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 enactedprovides that a tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferredposition 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 expectedpositions 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.

Earnings (loss) per common share

The Company utilizes the guidance per FASB Codification ASC“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, 2015for the six-month period ended February 28, 2022 and 2014.  The anti-dilutiveFebruary 28, 2021 and the three-month period ended February 28, 2021. During the three-month period ended February 20, 2022, the dilutive securities amounted to 5,879,736151,369,475 shares of common stock and 60,608 as of May 31, 2015 and August 31, 2014.related to convertible notes.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of May 31, 2015,February 28, 2022, which consist of convertible instruments and rights to shares of the CompanysCompany’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 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, 2015February 28, 2022 and 2014,February 28, 2021, 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 method), the expected volatility, the implied risk freerisk-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 CompanysCompany’s financial position or operating results but did expand certain disclosures.

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: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 entitys

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 Level 2 or Level 3 assets or liabilities as of May 31, 2015,February 28, 2022, 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, 2015February 28, 2022 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

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

Professional standards generally providesprovide 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“The Meaning of Conventional“Conventional Convertible Debt InstrumentInstrument”.

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“Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain“Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to Convertible Debenturesconvertible 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 entitysentity’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-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity basedequity-based compensation.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using botheither 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 stockholdersstockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations.

 

Business CombinationsConcentration of Risks

In accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805")

The Company’s accounts and receivable as of February 28, 2022 and August 31, 2021 and revenues for the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquiredsix-month period ended February 28, 2022 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.2021 are primarily from four customers.

Recently Issued Accounting Pronouncements

A variety of

Management does not believe that any other recently issued, but not yet effective, accounting standards have been issued or proposed by FASB that do not require adoption until a future date. We regularly review all new pronouncements that have been issued since the filing of our Form 10-K for the nine-month period ended May 31, 2015 to determine their impact, if any, on our financial statements. The Company does not expect the adoption of any of these standards tocurrently 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

 

February 28,

2022

  

August 31,

2021

 

Computer and office equipment

3 to 5 years

 $23,920  $23,920 

Less: Accumulated depreciation

  (22,500

)

  (22,500

)

   $1,420  $1,420 

 

Depreciation expense amounted to $ 2,447 and $1,398 for$558 during the nine-monthsix-month periods ended May 31, 2015 and 2014, respectively.February 28, 2021.


NOTE 4 - LOANS PAYABLE


May 31, 2015


August 31, 2014


(Unaudited)



Loans payable

$

290,800


$

$218,300


 

The Company’s loans payable at each measurement date are as follows:

  

February 28,

2022

  

August 31,

2021

 

Loans payable short-term

 $1,823,545  $1,648,248 

Loans payable long-term

  45,756   46,192 
  $1,869,301  $1,694,440 

The loans payablepayables are generally due on demand and have not been called, are unsecured, and are non-interest bearing.  bearing interest at a range of 0-12%., with the exception of one loan payable to a financial institution. Such loan, which amounted to $57,182 at February 28, 2022 bears interest rate at 2.5%, is unsecured, matures in November 2027 with principal and interest payable monthly starting in November 2021. This loan is part of a Bounce Back Loan Scheme from the UK Government.

During


The company may have to provide alternative consideration (which may be in cash, fixed number of shares or other financial instruments) up to amounts accrued to satisfy its fixed obligations under certain unsecured loans payable. The consideration hasn’t been issued yet and is included in accrued expenses and interest expense and was valued based on the nine-month period ended May 31, 2015 and 2014,fair value of the Company modified terms with existing or new lenders forconsideration at issuance.

The aggregate schedule maturities of the Company’s 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 sharesoutstanding as 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 loan proceeds of $79,500 and $252,600, respectively.February 28, 2022 are as follows:

 

2023

 

$

1,823,545

 

2024

 

 

11,764

 

2025

 

 

12,512

 

2026

 

 

13,308

 

2027

 

 

8,172

 

 

 

$

1,869,301

 

 

Page 8

NOTE 5 CONVERTIBLE DEBENTURES

At May 31, 2015 and August 31, 2014

The Company’s convertible debentures consisted of the following:



May 31, 2015


August 31, 2014


(Unaudited)



Loans payable

$

828,693 


$

688,751 

Unamortized debt discount

(0)


(136,688)

Total

$

828,693 


$

552,063 

  

February 28,

2022

  

August 31,

2021

 

Convertible notes payable

 $590,991  $590,991 

Unamortized debt discount

  -   - 

Total

 $590,991  $590,991 


The Convertible Debentures mature through Mayconvertible debentures matured in 2015, some of which are payable on demand and bear interest at ranges between 6% and 15%. The convertible debentures 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, an aggregate of $515,743 of convertible debenture have matured.

NOTE 6 OFFICERS LOANS PAYABLE

During the nine-month period ended May 31, 2015

  

February 28,

2022

  

August 31,

2021

 

Officers loans payable

 $97,302  $89,709 

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

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 of convertible promissory notes payable.


NOTE 6 -7 DERIVATIVE LIABILITIES

The Company accounts for the embedded conversion features included in its convertible instruments as derivative liabilities. The aggregate fair value of derivative liabilities at February 28, 2022, and August 31, 2021 amounted to $704,812 and $773,676 respectively. At each measurement date, the fair value of the embedded conversion features was based on the lattice binomial method using the following assumptions:

  

February 28,

2022

  

August 31,

2021

 

Effective Exercise price

  0.003 - 0.0048   0.0015 - 0.004 

Effective Market price

  .002   0.004 

Volatility

  25

%

  90

%

Risk-free interest

  1.01

%

  0.17

%

Terms

 

365 days

  

365 days

 

Expected dividend rate

  0

%

  0

%


Changes in the derivative liabilities during the nine-month periodssix-month period ended May 31, 2015 and 2014 areFebruary 28, 2022 is as follows:

Balance at August 31, 2014

$305,207 

Embedded conversion features at issuance

    59,000 

Changes in fair value of derivative liabilities

   (8,198)

Balance, May 31, 2015

 $356,009

Balance at August 31, 2021

 $506,360 

Changes in fair value of derivative liabilities

  283,997 

Balance, February 28, 2022

 $222,363 

NOTE 8 ACCRUED COMPENSATION

As of February 28, 2022, and August 31, 2021, the Company owes $1,433.886 and $1,439,886, respectively, in accrued compensation and expenses to certain directors and consultants. The amounts are non-interest bearing.

NOTE 7 9 COMMON STOCK AND PREFERRED STOCK

Preferred Stock- Series 1 and 2

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 CompanysCompany’s Preferred Stock- Series is convertible into 53.04 shares of the CompanysCompany’s common stock, at the holdersholder’s option and with the CompanysCompany’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 CompanysCompany’s Preferred Stock- Series is convertible into one1 share of the CompanysCompany’s common stock, at the holdersholder’s option and with the CompanysCompany’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.

Common Stock

During July 2014,

The Authorized Shares were increased to 2,000,000,000 in April 4, 2016.

NOTE 10  OTHER INCOME

The Company receives governmental assistance from the United Kingdom government in the form of research and development tax credits. Such research and development tax credits amounted to $98,265 during the six-month period February 28, 2022 and are recognized as other income in the accompanying statement of condensed consolidated operations and comprehensive loss.

NOTE 11 COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its facilities under non-cancellable operating leases which are renewable monthly. The leases have monthly base rents. The latest monthly base rent for the Company’s facilities ranges between $269 and $1,025.

Rental expense amounted to $4,126 and $9,258 during the six-month period ended February 28, 2022 and 2021, respectively.

Consulting Agreement

The annual compensation of Linda Perry amounts to $150,000 for her role as a consultant and as Executive Director for US interface to provide oversight regarding external regulatory reporting requirements. In addition, Ms. Perry is the lead executive for capital funding requirements and business development. The agreement has a rolling three-year term through September 2022.

Legal Proceedings

From time to time, the Company increased its numberhas become or may become involved in certain lawsuits and legal proceedings which arise in the ordinary course 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.

business. The Company approved a 1intends to 1,000 Reverse Splitvigorously defend its positions. However, litigation is subject to inherent uncertainties and an adverse result in those or other matters may arise from time to time that may harm its financial position, or our business and the outcome 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.these matters cannot be ultimately predicted.

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.


NOTE 12 FOREIGN OPERATIONS

 

NOTE 8 - FOREIGN OPERATIONS

As of March 31, 2015, allFebruary 28, 2022, a majority of our revenues and a majority of our assets are associated with subsidiaries located in the United Kingdom. Assets at May 31, 2015February 28, 2022 and revenues for the nine-monthsix-month period ended May 31, 2015February 28, 2022 were as follows:follows (unaudited)

  

United States

Great Britain

Total

Revenues

$

-

$

368,384

$

257,192

Total revenues

$

-

$

368,384

$

257,192

Identifiable assets at May 31, 2015

$

691

$

120,966

$

121,657

  

United States

  

Great Britain

  

Total

 

Revenues

 $-  $96,846  $96,846 

Total revenues

 $-  $96,846  $96,846 

Identifiable assets at February 28, 2022

 $18,473  $14,550  $33,023 


As of August 31, 2014, allFebruary 28, 2021, a majority of our revenues and a majority of our assets are associated with subsidiaries located in the United Kingdom. Assets at August 31, 2014February 28, 2021 and revenues for the yearsix-month period ended August 31, 2014February 28, 2021 were as follows:follows (unaudited)

  

United States

Great Britain

Total

Revenues

$

-

$

417,607

$

417,607

Total revenues

$

-

$

417,607

$

417,607

Identifiable assets at August 31, 2014

$

4,564

$

130,398

$

134,962

  

United States

  

Great Britain

  

Total

 

Revenues

 $-  $75,082  $75,082 

Total revenues

 $-  $75,082  $75,082 

Identifiable assets at February 28, 2021

 $21,963  $42,191  $64,154 


NOTE 9 13SUBSEQUENT EVENTS

The Company approvedhas analyzed its operations subsequent to February 28, 2022 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose with the exception of the following:

During March 2022, the Company reached an agreement with a 1holder of convertible debentures to 1,000 Reverse Splitsatisfy obligations aggregating $85,000 in consideration of 30,000,000 shares of its shares ofcommon stock. Consequently, the liabilities will decrease by $85,000 and 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 reducedadditional paid-in capital will increase by an equal proportion to 10,000,000.$102,000

 


Page 9


ItemITEM 2. MANAGEMENTMANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

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 consolidated financial statements contained in Item 8. "Financial Statements and Supplementary Data" of this Report.

Background

DBMMOPERATIONS OVERVIEW/OUTLOOK

The Company developed a document called the Creds Deck which provides a description to prospective clients of Digital Clarity’s value proposition http://www.dbmmgroup.com/wp-content/uploads/2020/11/Digital-Clarity-Creds-Deck_DB64F.pdf.

Coronavirus lockdown initially halted, and even now has slowed down, many business processes starting from manufacturing, supply chain to logistics, and marketing. Digital Clarity is an OTCPK listed company. Subsequentno exception, and the negative impact for over a year and a half, is measurable.

Some businesses have permanently closed or paused their digital marketing activities temporarily, because of this uncertainty. That mindset results in drastically decreased online traffic, sales, engagement, conversation, and pushed down search ranking. There are opportunities emerging, and Digital Clarity is actively pursuing new clients in a new environment.

Digital marketing is not a quick-fix solution to the closegain momentum. Therefore, it does not give companies visibility overnight. Many companies using digital marketing techniques such as search engine optimization (SEO) or social media marketing, are already aware that implementations take three to four months’ time to achieve positive results. Our company mantra remains, “ROI is our DNA.”

This means that although there has been a slowdown in existing business and new business development, there is a need for reinforcement of the digital values proposition to bring or maintain a company’s brand front and center. As a consultancy, we are delivering the message.

Operationally, 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.

Operations Overview/Outlook

Operationally, 20152021 has been important in continuing the direction of the Company and steering it toward a scaled sustainable growth plan. The model developed in fiscal 2014plan which has been reinforcedin neutral while the Company addressed certain external challenges beyond its control. This has also been impacted by the worldwide pandemic of Covid-19. Nevertheless, the Company continued to focus on the positive, proven operating model and used that model to maintain certain existing clients and through its digital infrastructure, is differentiatingperfectly placed to expand geographic reach to new clients therefore,in 2022.

Through a turbulent 2020 to date, DBMM continues to build on its strengths. Like the modelrest of the world, the effect of Covid-19 and the Pandemic that still persists are a paramount concern, the Company has strong relationships within the market and will continue into fiscal 2015.

Entertainment/Fashion/Sports/Automotive/Ecommerce Solutions

DBMM is taking its strengths including its relationships to buildextend its business focus onto a wide arrayvariety of industries. The Company, under very competitive global market conditionsindustry verticals.

No one expected that the pandemic and growing development needs, continues to identify partnership opportunities. Utilizing successful models with existing clients, the outlook remains strongSEC matter, would remain open for the future.as long as it has.

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

WHY DIGITAL EXPERTS CONTINUE TO BE IN DEMAND

The world is changing, and technology is taking the lead. Today, everything is going digital -- entertainment, health, real estate, banking and even currencies. This is, however, understandable. In fiscal year 2015,North America alone, 95% of the population are online (statista).

With everything turning to digital, it means companies are also jumping online to market their businesses. And to survive the challenges of digital marketing, brands need to keep up with the latest trends. Successfully reaching one’s target audience is no longer just putting out TV and print ads. These days, social media is the new arena of digital marketers, with Statista claiming 3.7 billion people are active social media users as of October 2021.

To keep up with the ever-changing scene, digital marketing experts need to stay in step with the evolving tech trends. Social media marketing companies like ours work tirelessly to research consumers and what makes them engage with brands. We try to find the best online solutions that will cater to our clients’ end-users’ queries in the easiest and most cost-efficient way possible -- be it by developing new technology or adapting to trends.


RELENTLESS DIGITAL GROWTH POSITIONS DIGITAL CLARITY AS A LEADER

The need for seasoned expertise and insight is in huge demand. Digital Clarity’s strength, heritage and reach in the digital marketing puts the DBMM brand in an excellent position for investment and growth. Digital Clarity’s strength in Search Engine Marketing, Analytics, Social Media, Strategic Company Transformation means that the Company will continueis ready to focusfeed on that demand and leapfrog into a powerful revenue focused vehicle.

SHOPPERS STILL USE A MIX OF DIGITAL TOUCHPOINTS DURING COVID-19 ALONG THE BUYING JOURNEY

In the discovery and evaluation part of the journey, search engines, social media feeds, and influencers are popular ways for shoppers to get product inspiration outside a brand’s properties.

In the buying part of the journey, there are new types of purchase points emerge. Mobile wallets are behind e-mail as a place to make purchases. And 63% begin making purchase through social media.

CUSTOMERS STILL FACE SILOS ACROSS CHANNELS THE DIGITAL LANDCAPE THROUGH THE PANDEMIC

Customers are accessing multiple touchpoints during a purchase but there is a significant disconnect within companies.

75% of consumers expect consistent interactions across all departments.

However, 58% say that they feel like they’re communicating with separate departments and not one company.

And when it comes to service issues, 70% of customers expect all of the reps to have the same information about them, but 64% say that they have to re-explain issues.

AREAS THAT DIGITAL CLARITY EXCEL ARE AREAS THAT NEED TO BE CONSIDERED TODAY

Market from Home - Deploy campaigns quickly from home, collaborate across teams and keep marketers engaged with apps

Engage Customers with Empathy - Listening to customers, use real-time data to better understand their current situation and needs

Personalize Digital Communications - Accelerate digital channel adoptions, deliver the right message, to the right person, at the right time

Optimize Budget Spends – Digital Clarity unify marketing performance and make real-time decisions to minimize the negative impact

Among, its range of services, Digital Clarity help companies ‘get found’ on search engines like Google. The Market Share chart from Statista, we can see that Google has the positive resultslion’s share of the last yearsearch market worldwide. As a Google Premier Partner, Digital Clarity are well placed to advise, consult and use that modelgrow companies, in 2021 and beyond.

From Google’s parent Alphabet’s latest results, In the third quarter of 2020, Google's revenue amounted to expand geographic reach with existing and new partners.

Digital Marketing Services

As forecast, there is exponential growth46.02 billion U.S. dollars, up from 37.99 billion U.S. dollars in the adoptionpreceding quarter. Google's main revenue source is advertising through Google sites and its network.

HOW MACHINE LEARNING IS ENHANCING DIGITAL MARKETING STRATEGY

Digital Clarity applies strategy to algorithmic based machine learning tools. The launch of Social MediaGoogle’s new machine learning tool, RankBrain which contributes to search engine results, left many people wondering what impact machine learning would have in the realm of Search Engine Optimization (SEO).

With the tech industry going crazy for all things Artificial Intelligence (AI), Natural Language Processing (NLP), machine learning, and chatbots – companies like Digital Clarity help brands make sense of this ever-changing landscape.

MACHINE LEARNING AND DIGITAL MARKETING

Because machine learning is being used to solve a huge set of diverse problems with the help of data, channels, content, and context, as communication,marketers, Digital Clarity stands to benefit from this information and phenomenon as a whole. But, as the information we gather grows, digital marketing as we know it is set to change. Digital Clarity will be at the forefront of this change.

16

PAY PER CLICK (PPC) CAMPAIGNS

With Google launching new “smart” features such as Google Smart Bidding, Smart Display Campaigns, and engagement avenues. An acceptance of changeIn-Market Audience to help businesses maximize conversions, it is driving revenue. The future growth in mobile search is one of the fastest growing ancillary businesses. It was clear that the direction, talentfuture of PPC lies in machine learning.

To become more strategic and growthtake PPC campaigns to the next level for its clients, Digital Clarity:

Get to grips with the metrics that are most valuable to your business

Understand obstacles that could get in the way of meeting your goals

Know the underlying performance drivers to make more strategic decisions

SEARCH - OVERALL

Search makes up half (52%) of advertising spend, increasing on par at 15% to £3.3bn, next is non-video display at £1.33bn (+9%), then video display £967m (40%). Classifieds remains at £726m and other remained at £41m.

DIGITAL CLARITY EMBRACE GOOGLES MACHINE LEARNING MARKETING SUITE

Machine learning and AI have grown at a rapid pace and are an integral part of day to day search advertising management and planning. Though machine learning has been an integral part of the Companyad world, what has been more significant has been the addition of Artificial Intelligence or AI. According to a recent report in The Harvard Business Review by Deloitte, AI in Digital Marketing is not just getting bigger, it’s getting far more persuasive

MIT researchers recently unveiled a chip that can perform inference using neural network computations three to seven times faster than previous chips, and with up to 95 percent less power consumption. Dozens of companies working on new generations of AI chips—for use both in its human capital and outside relationships which must be proactiveof data centers—are attracting significant investment. These companies raised more than $1.5 billion in funding last year, nearly twice the amount they raised the year before.

DIGITAL CLARITY PERFECTLY POSITIONED FOR THE FUTURE

According to Gartner's Digital Business Acceleration report: Where to Focus Now, Enterprises have the intention of becoming more digital due to COVID-19.

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CONTENT MARKETING

Although still extremely important, the internet has become inundated with too much content. There is consensus among companies that in order to differentiate itselfsucceed, brands need to be creating content that is valuable to readers. To do this, you need to understand consumer trends, data and engagement. Machine learning tools alongside Digital Clarity’s strategic approach allows its clients to reduce the amount of time spent tracking data, as well as better decipher that data to create actionable tasks that will lead to success.

17

DIGITAL MARKETING SERVICES

There is no denying that 2020/21 has proved challenging for Digital Marketing Services. When the pandemic hit in March 2020, many companies’ long-term plans and strategies were thrown out the window, as everyone from competitionthe frontlines to the C-suite shifted into fire-fighting mode. Many worked around the clock by leveraging remote technology.

Most businesses, except for those engaged in essentials, have been at a standstill and enterprises are cutting back on costs. The axe falls on marketing. The virus has brought most scheduled digital marketing plans to a grinding halt or slowed them down. The impact is felt in digital marketing, with predicted patterns now appearing skewed.

During the main part of the lock-down., Google announced $800 million in funding and grants for businesses advertisers. It has on offer $ 340 million in credits for active advertisers. 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.

As

The Company’s outlook remains robust for 2022 and the foreseeable future, particularly as businesses adjust and redirect their retail business to online digital marketing in the COVID / Post COVID world.

KEY MILESTONES

During the fiscal 2021, revenues decreased due to external circumstances out of the company’s control which placed enormous pressure on the operating business.

Despite these circumstances, the client base is expanding in base number and the size of client serviced. At any point in time, our clients represent a foundation, the financial review showed that Digital Clarity continuedvariety of industries. Many of these clients choose to be revenue generating and remained cash flow positive.

Key Milestones

operate under an NDA as our clients see DBMM has established a strong foundation to make inroads into established and emerging markets. In the latter part of 2014, American Green (OTC:PK:ERBB) became a new client as a market leadercompetitive advantage. Under that disclaimer, we cannot share all clients’ names, but here are a few key clients representing diverse verticals, as one of the fastest-growing companies in the marijuana industry.follows:

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.

1.

Leading project management software and solution provider to the construction industry Kahua Inc, announced it was ramping up growth using the power of digital marketing in partnership with digital consultancy, Digital Clarity.

2.

Digital Clarity shortlisted for prestigious UK Search Awards in the hotly contested ‘Best Use of Search’ along with client Bentley SYNCHRO, a global construction project management software company that supports the professional needs of those responsible for creating and managing the world’s infrastructure.

3.

Synergy SKY, a Norwegian based company that develops and markets software platforms to manage all meetings and video conferences, announce online marketing partnership with Digital Clarity.

4.

Digital Clarity release SEO Guides for business during Covid-19 Pandemic. The company has a long history with Google search both paid and organic, with these guides specifically focusing on three core areas:

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

The Importance of a Strong Internal Linking Strategy

How to Get to the Top of Google

How Much Does SEO Cost?

5.

The Luxury Property Show partners with Digital Clarity. The Luxury Property Show at Olympia London and is the only event in Europe dedicated to luxury and high-value property aimed at High-net-Worth Individuals.

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,base. DBMM's approach using a client's analytics and executing an individualized model to increase ROI as the prime objective.objective, spans a wide range of industries.

Tutti Dynamics developed

Digital Clarity’s services are in demand and the company is pursuing opportunities in Formula 1, Aviation and high-end marketing for Luxury Brands.

Core industry verticals for Digital Clarity include: FinTech, Unified Communication Companies and discretionary advice for professional service providers.

18

SEARCH ENGINE OPTIMIZATION EVOLUTION

From an interactive media playerSEO point of view, keywords could become less important. Search engines receive more revenue for ads when they provide users with higher quality content. As a result, the algorithm they use needs to be more focused on providing each user with content that enables audiences to engagewill serve a specific purpose, rather than be packed with the world's mastersright keyword density. Therefore, the need to start thinking about the quality of your content as a ranking factor on search engines. This is where Digital Clarity comes in to help shape content ‘in the right way’ to direct potential buyers to the client’s website.

THE NEXT-GENERATION SEARCH ENGINE MARKET SET TO GROW 25.5% DURING 2021-2026

Over the last few years, the number of voice searches witnessed an exponential growth rate. Also, it is becoming less of a novelty and more like a new standard. Therefore, the next-generation search engines are more oriented toward voice-based search engines.

Next-generation search engines are also increasing because of deep neural networks, machine learning, and other advancements in AI technologies. Virtual assistants, such as smart speakers, are used for various applications across several end-user industries, such as retail, BFSI, and healthcare. One major consumer-facing application is as a personal assistant. It helps consumers accomplish various tasks. For instance, Apple's Siri offers an intuitive interface for connected homes or cars.

These assistants' capabilities can be personalized based on the end-user, thereby improving customer experience in various industries. Thus, although the personal segment holds a significant position, the commercial segment holds a massive opportunity to expand over the forecast period, owing to the growing industrial applications. For instance, virtual assistants can help customers find a doctor's office in the artshealthcare sector, fill 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 identifiedrefill 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 sendprescription, and receive video content to and frompayment reminders.

Moreover, the voice search mobility trend is growing at a mobile phone; subscribe forhigh pace with the advancements in speech recognition technology or voice search technology. Google has 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 application95% accuracy rate when spoken correctly in English. Moreover, Google voice search on smartphones is available for Android, BlackBerry, iPhone,in over 60 languages.

Personalized responses are one of the famous use cases of voice search, which Google has attained to a large extent, as Google can know and Symbian devices. It distributes its mobile application through distributors,guess the next question the users will be most likely to ask. On the other hand, Alexa cannot understand the context to the same extent as Google. Alexa relies on custom-built skills and mobile deviceprotocols, whereas the Google Assistant can understand specific user requests and application stores in Africa, Europe, Asia, North America, and South Africa. It serves mobile operators and media companies, government organizations and law enforcementfurther personalize the response.

THE GROWTH OF DIGITAL MARKETING & CONSULTANCY SERVICES

The skill set historically owned by 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 clientsoffering disciplines such as Mercedes Benz, UK, WharfsideUX, design, creativity, customer-centric data analytics and Duvet & Pillow Warehouse have experienced increasescustomer engagement is now being immersed with large consultancy businesses whose traditional bread and butter was Digital Transformation.

Accenture, Deloitte, IBM, KPMG, McKinsey and PricewaterhouseCoopers rank among the most aggressive players in revenueacquiring and increases in conversionpartnering with agencies such as a result of Digital Clarity's strategic direction. These case studies are excellent resourcesClarity. They present not only an opportunity for new clients and illustrate the mantra of "ROI is our DNA".

DBMMs Digital Clarity Selected to Conduct Survey” – Results Reported by BBC & Huffington Post Huffington Post Article Entitled: Internet Addiction Disorder Yes, Itsbut also a Real Thing. (http://huff.to/1rSyzSX)prospective exit and investment opportunity.

 

Page 10

INDUSTRY AWARD

Digital Clarity Namedhave continued to develop their Digital Consulting and Strategy Planning offering. The forward looking program is to be a recognized leader in Top Ten Best Social Media Marketing Firmsthis field and fulfill companies seeking Digital Transformation for their originations.

THE NEED FOR PROFESSIONAL CONSULTANCY AND OPPORTUNITY FOR MASSIVE GROWTH

Four consultancies lead Ad Age's ranking of the 10 largest agency companies in the UK for 3rd Year (http://Topseos.com/uk/best-social-media-marketing-companies)

Topseos.co.uk, an independent research firm, revealedworld. With combined revenue of $13.2 billion, the listingmarketing services units of the top 10 best social media marketing agencies in the UK based on their strengthAccenture, PwC, IBM 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 timeliness, brand management, consultation, methodologyDeloitte sit just below WPP, Omnicom, Publicis Groupe, Interpublic and reach.

Based in this criteria, Digital Clarity was awarded a spot inDentsu. Last year, only two consultancies—Accenture Interactive and IBM iX—made the top 10. The process for researchingIBM iX was the first to break into the top 10.

Given the experience of the team, Digital Clarity’s advisory and declaring social media marketing agenciesconsultancy is in demand. With the UKrecent growth in these business areas, and the rise of consultancies, it 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 clients perspective.

Key Differentiators

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

1. Brand enhancement

2. Search

PPC

SEO

3. Design

4. Social media

5. Analytics


1.  STRENGTHS: BRAND ENHANCEMENT 

confirmation that 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 sophisticated and complex, Digital Clarity concentrates on core areas that help business navigate through an 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.

CORE AREAS:

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2.  STRENGTHS: SEARCH:

PPC

Definition:

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).

The major platforms used for PPC are:

·

Google AdWords (Global)

·

Microsoft Bing (Yahoo & Bing)

·

Yandex (Russia)

·

Baidu (China)

·

AdWords Audit

Key Areas of Service:

·

Budget Management

·

Keyword Research

·

Conversion Rate Optimization

·

Bid Optimization

·

Dedicated PPC Management

As an elite consultancy, Digital Clarity has extensive experience of running 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:

·

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

·

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

·

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

·

Reporting. By defining and explaining the numbers of your account, Digital Clarity provides the information needed to steer thingsheaded in the right direction for business.growth.

 

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Page 12THE GROWTH OF DIGITAL TRANSFORMATION WORLDWIDE

 

2.  STRENGTHS: SEARCH:The Global Digital Transformation Market size is expected to reach $1,302.9 billion by 2027, rising at a market growth of 20.8% CAGR during the forecast period. Digital transformation is considered as the utilization of digital technology. Digitally transformed enterprises can be flexible to the changing technological landscape and can address abrupt shifts in the industry, particularly the one presently created by the COVID-19 pandemic; studies show that the efficiency and rate of adaptation of digitally transformed companies to a post-pandemic era are relatively larger than conventional businesses. Source

SEO

Definition:

When customers lookDigital Clarity can help various businesses that have been considerably affected by the global outbreak of the COVID-19 pandemic. One of the significant challenges for servicethe global economy in 2020 was to facilitate business continuity in the midst of social distancing guidelines, lockdowns norms, work-from-home culture, and other operational challenges. The lack of availability of digital strategies, infrastructure, or tools worsens the challenges for various companies that were needed to abruptly shift operations online or allow workers to work from their homes.

The situation, on Google or another search engine, they might findthe other hand, resulted in a client companysconsiderable surge in awareness regarding the urgent requirement for digital transformation across a majority of the industries and created some lucrative opportunities for the global market. Companies are getting more aware of the advantages of digital transformation, particularly in the work-from-home culture that needs a business or they might find a competitor. SEO (Search Engine Optimization)to allow the employees to easily learn, collaborate and perform organizational functions across remote locations.

DIGITAL CONTINUES TO DRIVE GROWTH IN CONSULTING

Such is the processdominance of US consulting, that its status as the world’s largest consulting market barely bears mentioning anymore. The global consulting market grew by which you can help ensureabout 8% to $160 billion in 2020, but accounting for 44% of that, your site appearsthe US saw another year of meteoric growth last year according to Source Global Research. While it is still undeniably America first when it comes to consulting, however, the battle to be the second largest consulting market is much more tightly contested.

Despite slowed growth in the rankings. These rankingsUK, the management consulting market in the UK has remained the globe’s second largest. Nearest rival Germany accounts for 0.3% less of the global consulting market than Britain.

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THE IMPORTANCE OF STRATEGIC CONSULTANCY IN 2021 AND BEYOND

Across industries, organizations are determinedaccelerating digital transformation processes for long-term growth and profitability. Yet: “53% of the organizations surveyed remain untested in the face of digital challenge and their digital transformation readiness therefore uncertain.” This report from Gartner highlights the need embrace change.

Businesses had no choice but to respond quickly to challenging conditions. Although not formally classed as ‘agile’, the twists and turns of the pandemic have required executives to innovate on the fly and collaborate to get things done. This has been compounded by working from home, which has cut out distractions and created more time for ‘deep thinking’.. Regardless of headcount, a return to more stable trading conditions shouldn’t mean running back to the search engines algorithms: programs which trawlstandard practices and silos that previously slowed marketers down.

Adobe says that, Business-to-business (B2B) commerce will continue to undergo a major transformation in 2021 as companies adopt the internet indexing details about each site,latest technologies to find new customers, improve their supply-chain efficiencies, and provide a more personalized user experience to their clientele.

Digital Clarity has created a unique Diagnosis Workshop that helps brands identify needs as well as assess the opportunity available. The core focus is to help reduce wastage and increase results.

Areas of focus include:

Cost analysis

Audit current channels

Digital strategy planning

ROI projection planning

Digital consulting and training

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21

GLOBAL AD SPEND CONTINUES

Global advertising spend is expected to grow by 10.4.% or US$60bn to US$634bn

Spend will rise past pre-pandemic levels, a year sooner than previously predicted

All regions forecast to return to growth in 2021 with Canada, the US and Australia expected to be fastest growing markets in 2021

Digital continues to drive recovery, returning to double digit growth. It will represent 50.0% share of global spend this year

Advertising investment is forecast to grow by 10.4% globally in order to deliver relevant results when people search. If your website does not perform well2021, according to the algorithms criteria, your rank will be lower,latest dentsu Ad Spend Report.

COMPETITIVE LANDSCAPE

Digital advertising is the fastest-growing segment of the global market for advertising spending. The increasing use of smartphones and people will not be ablethe availability of cheap internet services are the two major factors propelling the growth prospects for this market. More than 30% of the companies are planning to find your site; this is what makes partnering with the right SEO agency such a crucial partspend around 75% of yourtheir advertising expenditures on digital marketing activity.within the next five years.

“U. S. Marketers are expected to spend $110.1 billion on digital ads this year, or 51% of the $214.6 billion total U.S. advertising spending forecast, excluding political ads. Newspapers, radio, magazines, and local television now account for just 21% of the U.S. ad market.” From The Wall Street Journal

DIGITAL CLARITY HAS A COMPETITIVE ADVANTAGE

Digital Clarity is at the vanguard of this sector, having implemented countless SEO plans for a broad array of clientsoperate in a numberhighly commoditized market but have over the years build a stellar reputation that makes it different from its competitors. Some of different industries. These plans included:these areas include:

·

Onsite Technical Audit

·

Quality Content Creation

·

Meta, Tags & Technical Optimization

·

Website Structure

·

Use of Optimum Keywords

·

Link Building & Referrals

·

Social Media Integration

Search Algorithms

SEO strategy is changing all the time, and the rate of change has picked up 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 websites SEO is closely curated and managed, making sure one is always ahead of the curve.

SEO Can Deliver Results for Business

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.

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1.

Our DNA is Strategically Driven

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3.  STRENGTHS: DESIGN:

Definition:

Web design encompasses many different skills and disciplinesWe believe the path to successful customer acquisition lies 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 sureunderstanding a site looks good andclient’s business – not just running a campaign. We seek to help clients understand 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.

Web Design Services:

·

e-Commerce

·

Device Compatibility

·

Web Development

·

Mobile Compatibility

·

Process & Planning

·

Content Management System (CMS)

·

Version Control

Changes in the Last Few Years

With the rise of mobile devices and tablets, the game has changed. Its no longer enough for your site to look great on a PC; it has to be ableobjective and measurable.

2.

We are Business Led

Digital marketing is not a cost but an asset. Not a line in a spreadsheet but an emotive force that if done right, will bring real business change and growth.

3.

We are Digital Thinkers

Marketing has to scale frombe at the heart of the business. Delivering real innovation in digital marketing requires not just knowledge but authority and bravery. We think digital. We drive results.

4.

Our goal is to deliver Digital Performance

We help our clients to understand their goals and objectives, using digital marketing to drive new business opportunities and retain their current customers.

In April 2020, HIS Markit, research firm, reported: “Each dollar that companies spent on advertising in the United States last year, led to $9 in sales.

THE GROWTH OF B2B SOCIAL MEDIA

2020 will go down as the year that marketing was pulled into the boardroom. 80% of senior executives said the role of marketing in setting strategy has expanded since the pandemic. Traditional consumers have moved online, making the digital environment even more important right now.

This priority has raised the profile of marketing as companies scramble to understand the digital-first consumer. The battleground for 2021 will be about speed and agility. Now that many companies have treasure troves of data, the difference is how fast they can personalize the experience and respond to consumer behavior. Expect to see more investment and innovation in technology infrastructure alongside marketing.

40% of B2B content marketers increased their investment in social media and online communities in response to COVID-19.

76% of B2B organizations use social media analytics to measure content performance.

By 2025, 80% of B2B sales interactions will occur on digital channels.

U.S. B2B business will spend an estimated $1.64 billion on LinkedIn ads in 2021, $1.99 billion in 2022, and $2.33 billion in 2023.

22

Almost all B2B content marketers (96%) use LinkedIn. They also rated it as the top-performing organic platform.

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GROWTH IN LINKEDIN ADVERTISING SET TO SOAR TILL 2023

For paid social posts, the picture is similar but not identical.

LinkedIn again comes out on top (80%).

But Facebook outranks Twitter and Instagram outranks YouTube.

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GLOBAL B2B ECOMMERCE SALES IN 2021

In the US alone, B2B eCommerce sales will hit $1.184 trillion by the end of 2021.

The predominance of B2B ecommerce means that B2B businesses must improve and simplify their shopping journey, channeling the B2C ordering experience. The B2B shopping experience is a widescreen viewlot more complicated than that of a modern flat screen monitorB2C buyer.

Because of the nature of the transaction, B2B buyers usually need to go through various steps, including sales representative interaction, negotiations, and approvals before they can make a successful purchase. In short, B2B eCommerce businesses must adapt to a more seamless transaction building advanced functionality quote management, price negotiation, easy ordering, order and inventory management for the narrow portrait of an Android mobile screen; it hasB2B market.

23

According to spin and rotate withForbes Magazine in 2021 the movements of an iPad. This aspect of website design is called responsiveness, and inlargest ecommerce markets are:

1

China:

$636 billion

2

United States:

$504 billion

3

Japan:

$104 billion

4

United Kingdom:

$86 billion

5

Germany:

$70 billion

6

France:

$43 billion

7

South Korea:

$37 billion

8

Canada:

$30 billion

9

Russia

$20 billion

10

Brazil

$19 billion

US B2B DIGITAL AD MARKET SET FOR POST PANDEMIC GROWTH

According to eMarketer's July 2021 forecast, 2023 will be a pivotal year for the last few years has goneUS B2B digital ad market as spending approaches $15 billion. By then, the seismic transformation spurred by the pandemic will be permanent.

Last year, US B2B pivoted from being nicein-person channels to havedigital ads 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.

Digital Claritys Unique Proposition

Specialist creative agencies are great at making things pretty and applying their own methodologies and ideas to client websites. Digital Clarity takes a different approach: combining a clients 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 companys role as a website design agency is part of a holistic approach which will help achieve the overall business goal.

4.  STRENGTHS: SOCIAL MEDIA:

Definition

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,reach audiences. In 2021, the growth in usedigital ad spending will be even greater than was originally estimated by eMarketer, indicating the shift to digital isn’t slowing down.

Digital ads will also remain a more prevalent part of socialthe B2B media sites overmix in the past decadecoming years.

US B2BS SPEND ON LINKEDIN DISPLAY

LinkedIn makes up the largest share of US B2B display in 2021 with 32.2% of the $5.09 billion that will be spent on B2B display this year. We estimate US B2B LinkedIn display ad revenues will be $1.64 billion in the US, growing 27.1% from 2020 when $1.29 billion was spent on LinkedIn B2B display.

US B2BS SPEND ON SEARCH TO INCREASE

In 2021, US B2Bs will spend $5.36 billion on search ads, more than what will be allocated to display.

But search’s growth rate isn’t as strong: It will increase by 19.5% from 2020.

dbmm20220228_10qimg006.jpg

24

THE NEW NORMAL WILL BE DIGITAL

In just one-year, digital adoption has happened at five to ten times the projected rate.

Lockdown periods, economic uncertainty and loss of predictability have forced customers and businesses online in previously unseen numbers. This migration has upset the power balance, with customers now more in control of the relationship and less loyal to brands and products. On top of that, 60% of companies have seen new buying behaviors such as changes to average basket size and product interests.

Pandemic disruption is also causing many businesses to demand a similar level of convenience to consumers. When we return to normal, there’s no question that the new normal will be digital.

GROWTH IN INVESTOR AWARENESS AND OUTREACH.

During 2022, Digital Brand Media & Marketing Group, Inc. will initiate a significant effort to raise positive awareness of DBMM's growth potential on a global basis. The Company had to continue to defer its 2020/21 plans until certain SEC Matters regarding the delinquent filings brought current in July 2018, remain open. The global pandemic made it impossible to ignoreinitiate any Investor Awareness Program.

Hopefully in 2022 the strategic outreach will be directed at investors around the world who understand the digital marketplace and its expanding influence on consumer decisions. DBMM will target 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 distribution. In all areas, the Company will act in the interests of all stakeholders.

In the full industry context of dramatic expansion of digital footprints, there has been no direct correlation between DBMM's revenues and its share price. Economic and industry analysts have opined that the industry multiple continues to grow to, in some cases, 25-30 times revenues. DBMM will expand its client and geographic scale, thus increasing revenues. There were matters outside of DBMM's control which caused growth to be in neutral, and in 2020/21 the pandemic threw all planning into disarray. With capital infusion, 2022 will follow the model of a growing client base and geographic reach until it achieves a TBD level of profitability. We anticipate the benchmark will replicate successful industry models in digital technology, marketing and company transformation.

FINANCIAL OVERVIEW/OUTLOOK

DBMM has been honing its commercial model since the acquisition of Digital Clarity (“DC”) in 2011 which has been cash-flow positive as an operating company since its acquisition. External events outside of DBMM's control has precluded the growth expected to this point, however, its margins will continue to be strong on an annual basis, and once the business reaches appropriate scale with assumed profitability and cross-over point, DBMM trajectory suggests a resultant very successful business for all of its stakeholders.

The growth trajectory anticipated is expected during 2022, following capital infusion and return to normal trading. Once that occurs, the clients benefit immediately due to a wider range of resources; the shareholders will benefit as the market cap grows. The media market multiple far exceeds the “old” manufacturing multiples, as digital technology and marketing has become one of the fastest growing industries in the world today.

DBMM's place in the sector is strong. The industry environment continues to grow exponentially and the future of digital marketing as an essential strategy for any consumer-facing business has been proven over-and-over as certain retail businesses are forced to close their doors for lack of or an ineffective digital presence. DBMM's brand, or business.

·

Social Media Audit

·

Content Creation

·

Social Media Management

·

Social Media Set Up

·     Reporting

·

Blog Writing

·

Content Strategy

·

Reputation Management

·

Social Media Advertising

The Need for Social

Social media can help achieve business goals by allowing greater engagementDigital Clarity, increases its valuation with your customer base, audienceclient case studies and stakeholders. Your company doesnt just needindustry awards resulting in its being considered 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 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 andleader in the long term,sector for its size. DBMM's increasing salesclient base, coupled with decreasing certain kind of debt and profits.

Digital Claritys Proposition

As a Digital Marketingexpenses, positions the Company to attract mezzanine financing, something sought after by many and Technology Agency,achieved by few.

Coincidently, 2020/21 results have slowed down temporarily due to Brexit unease in the UK and clients concern about trade issues with or without the European Union. So in the midst of the uncertainty caused by the Brexit slowdown, the COVID -19 global outbreak has caused further slowdown as clients paused and business development much different during an initial lockdown , then lifted only to be reinstated on November 5, 2020. That only made the uncertainty further exacerbated, while clients need to extend or double down on their digital footprint as the industry has become essential during the pandemic. Nevertheless, Digital Clarity has been helping brands manage their social presence since before social media had been coined asis revising its model to adjust to changing circumstances, when client revenues are paused or delayed.


The Company received a phrase. Using our holistic methodology, we will incorporate your social presence as part of an overall offering, utilizingcommitment for future working capital in order to grow the platforms which are most appropriate to your businessCompany 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.

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The Market for Growth in Social

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·     Social-media advertising spend will grow rapidly through 2018. Its up 40% this year 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 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 Facebooks mobile ad revenue.

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 expandingkey markets, with the introduction of paid ad units at Pinterestintent to move to DBMM profitability following a return to normal trading. At that point, DBMM would not require future financing until it was ready to acquire 1-2 additional companies to complement and Instagram.


5. STRENGTHS: ANALYTICS

Definition:

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.

·

Google Analytics

·

Goal Setting

·

Tag Management

·

3rd Party Analytics

·

Funnel Planning

·

Attribution Modelling

·

Path Analysis

·

Link Testing

Why Analytics Are Important

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.

Page 15

Digital Claritys Unique Proposition

What really sets Digital Clarity apart is the companys 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.

[dbmm10q053115004.jpg]

Digital Claritys 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.

Source:

SEMPO State of Search Report 2014

As the internet and mobile arena continues to mature, the need to make sense of and manage companies through this often complex market is clearly an area of massive growth. The company is confident that the talent and experience withinfurther develop the digital marketing teambusiness. Growth capital will increase as the client base re-balanced and expands in size and scope.

Going forward, there will be an emphasis on investor awareness as soon as the SEC dismissal has been affirmed by the full commission. DBMM has been current in its filings since July 2018 and is poised forencouraged by the outlook after normal trading has recommenced. DBMM intends to make significant strides in aggressively widening its brand exposure using a major springboard in 2015, but mustvariety of digital and social channels. There are investors around the globe who understand the digital marketplace and its increasing influence on consumer decisions. DBMM will 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 will see exponential growthtargeting these new investors in the coming 12 monthspublic market through a global digital and beyond. Artists and brands that look to leverage their celebrity statustraditional, integrated campaign which will look to companies such as Digital Clarity to help drive and develop their brand in the growing and complex arena of social media.

[dbmm10q053115005.jpg]

Page 16

Market Reach

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

Relationships and Industry Contacts

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.

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 service and results to their clients.

TEAM EXPERTISE

COMPANY KEY ASSETS

[dbmm10q053115006.jpg]

Examples:

·

PPC campaign experience especially Google AdWords existed

·

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

·

Website design and development based on results driven design and planning

·

Brand consultancy

·

Social media management and advertising. Several clients have been won directly via Digital Claritys internal social media strategy

·

Sales and account management experience from multi-disciplined backgrounds

Evolution and Flexibility

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.

Creative, Individualized Solutions and Customer Service

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.


Page 17



Growth Opportunities in the Market

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 clients 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 Claritys arsenal integrating the key trends for 2015:

1. More Mobile

2. More Social

3. More Informed

4. More Experiential

5. More Real-Time

6. More Global

7. More Multichannel

These trends translate to being always on.

Growth & Opportunities in Search

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

·

The North American Search industry grew from $19 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

·

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

·

72% of Consumers Want Mobile-Friendly Sites Google Research

·

2 million search queries are made on Google, every minute Google

·

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

Growth & Opportunities in Social Media

Social Media is a great platform for getting the word out and generating leads. Active listening and data analytics can help companies find out what customers want, not just from products or services, but also in terms of an ongoing relationship.

Cap Gemini 2014 – “Generation Connected

The algorithms developedbe run by Digital Clarity, include all social media platformswith third parties, as they develop, and technology partners coupled withrequired for distribution.

The expectations for fiscal year 2022 remain to return to normal trading following affirmance of the clients analytics provide ROI positive results within a quarter.

Social media platforms have more user accounts than ever before:

·

284 million Twitter accounts

·

1.35 billion Facebook accounts

·

70 million Pinterest accounts

[dbmm10q053115007.jpg]

Page 18




The need for DBMM to reach Global Markets

In 2015, it is expected thatdismissal by 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) 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.

full commission. 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 outmove ahead thereafter to the BRIC markets.

US

The US remains the centerscaled, growth plan in multiple geographies to benefit all stakeholders, being mindful 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 quarterimpact of the 2014 calendar year means that DBMMglobal pandemic.

During fiscal 2021, 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 focuseda lesser extent, in fiscal 2020, we successfully reached agreements with certain lenders resulting in gain on London, New York and Los Angeles; therefore, DBMMs 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 remains a key regional base fromextinguishment for loans payable 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.

The Asian-American Market - An Unusually Attractive Opportunity

·

Fast Growing: -Current Population - 13+ Million - 49% population growth 1990-2000; 29% growth 2000-2008. More Asians are emigratingamounted to the U.S. than any other ethnic group.

·

Educated & Affluent: -44% holding BA degree - vs. 28% 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,difference between the carrying value and TX.

·

Money to Spend: $509 billion in annual purchasing power.

·

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.

Europe

As the current operations baserevised amount of the digital marketing agency isobligations. The gain on extinguishment of principal and accrued interest amounted to $169,837 and $57,802 and during fiscal 2021 and 2020, respectively.

We also successfully reached an agreement with a holder of convertible debentures aggregating $249,800 to modify its terms. Such debentures are no longer convertible, are now non-interest bearing, and have been reclassified to loans payable. It also resulted in London England, it is perfectly placeda decrease in derivative liabilities and an increase in additional paid-in capital of approximately $260,000 during fiscal 2021.

Finally, in March 2022, we reached an agreement with a holder of convertible debentures to reach out to the broader European market to replicate the Companys modelsatisfy obligations aggregating $85,000 in the stronger economies in this region. As with the relationships mentioned in the US, opportunities were advanced with US partners to leverage Digital Claritys reach in this region and help take established US agencies into the European region.

2014 saw new clients emerge from Europe, as well as expansionconsideration of global reach of new U.S. clients.

In 2013, the execution of this aspect30,000,000 shares of the business plan is illustrated by the agreements with VMS and Brandmini to represent them outside the United States, initially in Europe.

Middle East

The Middle East is a fertile market for heritage based US 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.

Support for growth in the Middle East

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 UAEs luxury marketCompany’s common stock.

·

The Dubai Mall accounts for around 50 per cent of Dubais 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.

Financial Overview/Outlook

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 and technology driven through Digital Clarity. DBMM is a marketing services company which is labor intensive in order to provide a differentiating product to 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 1Qnot issued convertible debentures since 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, DBMMs financing efforts have always been in short term, small amounts of working capital. That is changing in 2015. Going forward, DBMM intends to embark on a significant capital raise to allow the Company to scale up geographically 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 which will be conducted in conjunction with concluding an acquisition in the digital technology/marketing services sector.

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.

 

Page 19

Off-Balance Sheet Arrangements

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.

Recently Issued Accounting Pronouncements

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.

Significant and Critical Accounting Policies

Our discussion of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of our 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 Financial Statements for additional disclosure of the application of these and other accounting policies

LIQUIDITY AND CAPITAL RESOURCES

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


NINE-MONTHSIX-MONTH PERIOD ENDED MAY 31, 2015FEBRUARY 28, 2022

We had approximately $35,000$30,000 in cash and our working capital deficiency amounted to approximately $2.5$5.6 million at May 31, 2015.February 28, 2022.

During the nine-monthsix-month period ended May 31, 2015,February 28, 2022, we used cash in our operating activities amounting to $175,000. Our cash used in operating activities was comprised of our net loss of approximately $238,000.$121,000 adjusted primarily for the following:

Change in fair value of derivative liability of $284,000;

Additionally, the following variations in operating assets and liabilities during the six-month period ended February 28, 2022 impacted our cash used in operating activity:

Increase in accounts payable, accrued expenses, accrued interest, and accrued compensation, of $215,000, resulting from a short fall in liquidity and capital resources.

We generated cash from financing activities of $196,000 which primarily consists of the proceeds from notes payable.

SIX-MONTH PERIOD ENDED FEBRUARY 28, 2021

We had approximately $58,000 in cash and our working capital deficiency amounted to $5.4 million at February 28, 2021.

During the six-month period ended February 28, 2021, we used cash in our operating activities amounting to $228,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $674,000$330,000 adjusted for the following:

·

Change in fair value of derivative liability of $72,000

26

Additionally, the following variations in operating assets and liabilities during the six-month period ended February 28, 2022 impacted our cash used in operating activity:

·

An increase

Increase in our accounts payable, accrued expenses, accrued interest, and accrued expensescompensation, of approximately $72,000$170,000, resulting from a short fall in liquidity and capital resources.

·

An increase in our accrued salaries of approximately $112,000

During the quartersix-month period ended May 31, 2015,February 28, 2021, we generated cash from financing activities of $239,500,$227,000, which consist of the proceeds from the issuance of loan payables.


NINE-MONTH PERIOD ENDED MAY 31, 2014

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:

·

  Unaudited Consolidated Operating Results 
  For the Three Months Ended  For the Six Months Ended 
          Increase/  Increase/          Increase/  Increase/ 
  February 28,  February 28,  (Decrease)  (Decrease)  February 28,  February 28,  (Decrease)  (Decrease) 
  2022  2021  $  %  2022  2021  $  % 
                                 

SALES

 $39,264  $38,117  $1,147   3% $96,846  $75,082  $21,764   29%
                                 

COST OF SALES

  32,119   9,416   22,703   241%  71,873   99,739   (27,866)  -28%
                                 

GROSS PROFIT

  7,145   28,701   (21,556)  -238%  24,973   (24,657)  49,630   57%
                                 

COSTS AND EXPENSES

                                

Sales, general and administrative

  121,875   94,371   27,504   29%  239,094   252,389   (13,295)  -5%
                                 

TOTAL OPERATING (GAIN) EXPENSES

  121,875   94,371   27,504   29%  239,094   252,389   (13,295)  -5%
                                 

OPERATING GAIN (LOSS)

  (114,730)  (65,670)  (49,060)  75%  (214,121)  (277,046)  62,925   -23%
                                 

OTHER (INCOME) EXPENSE

                                

Interest expense

  128,169   54,918   73,251   133%  211,641   137,959   73,682   53%

Other income

  -   -           (98,265)  -         

Change in fair value of derivative liability

  (296,204)  (66,217)  (229,987)  347%  (283,997)  (72,173)  211,824   -293%

TOTAL OTHER EXPENSE

  (168,035)  (11,299)  (156,736)  NM   (72,356)  65,786   285,506   NM 
                                 

NET LOSS

 $53,305  $(54,371) $107,676   -198% $(141,765) $(342,832) $201,067   -59%
                                 

(NM): not meaningful

 

Fair value of preferred shares issued of $144,985

·

Change in fair value of derivative liability of $122,400

·

Amortization of debt discount of $417,592

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 $215,000, resulting from slower payment processing due to our financial condition

·

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

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.

RESULTS OF OPERATIONS

Comparison of the Results for the Three-month periods Ended May 31, 2015 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

Page 20


 

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 threethree-month and nine-month periodsix-month periods ended May 31, 2015February 28, 2022 our primary sources of revenue are the Web design and advisory services, Per-Click Advertising, Web Design and Search Engine Optimization Services.Social Media. These primary sources amounted to 93%62%, 38%, and 96%2% of our revenues, respectively during the three-month and six-month periods ended February 28, 2022.

Revenue is recognized upon transfer of control of promised or services to customers in an amount that reflects the consideration the Company expect to receive in exchange for those services. The Company enter into contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

The increase in our revenues during the threethree-month and nine-month period ended May 31, 2015. 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-monthsix-month periods ended May 31, 2015, our revenues increasedFebruary 28, 2022, when compared to the prior year, period primarily as a resultis due to increase activity following the ease of increased sales related to Per-Click Advertising.restrictions in the UK associated with COVID-19 and its impact on Digital Clarity’s clients.

27

During the three and nine-monthsix-month period ended May 31, 2015,February 28, 2022, our cost of sales increased primarily from increases in media purchases.

The decrease in general and administrative during the three-month periods ended May 31, 2015 is primarilydecreased 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 decreasereduction in compensation expenses during the three and nine-month period ended May 31, 2015 is primarily attributable to a grantstreamlining our delivery of preferred shares to certain of its officers which occurred duringservices in the first quarter of fiscal 2014 and2022, which amounted to $144,985.

The legal and professional fees during three and nine-month period ended May 31, 2015 when compared to the comparable prior year periods decrease primarily due to decreased services provided by professionals in connection with the Companys filings during the third quarter of fiscal 2015.

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, decreasewere increased during the three-month period ended February 28, 2022.

The sales, general and nine-monthadministrative expenses during the three-month and six-months periods ended February 28, 2022 were at comparable levels when compared to prior year periods.

Interest expense during the three-month and six-month periods ended February 28, 2022 increased by additional consideration provided to a lender upon issuance of loans payable.

The increase in other income during the six-month period ended May 31, 2015February 28, 2022 is primarily attributable to the amortizationrecognition of debt discount which was lower duringcertain tax credits related to expenses incurred in the three and nine-month periods ended May 31, 2015, when compared to the comparable prior year periods.  United Kingdom.

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.

The gain or loss on derivative liabilities is primarily attributable to a change in fair value of derivative liabilities between measurement dates.during the three-month and six-month periods ended February 28, 2022 is primarily attributable to an decrease in the Company’s estimated volatility used in the assumptions to compute its fair value at February 28, 2022 when compared to February 28, 2021.


ItemITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

ItemITEM 4. CONTROLS AND PROCEDURES

As

Evaluation of the endDisclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of the period covered by this quarterly report, our management evaluated the effectiveness of our disclosure controls and procedures pursuant to(as defined in Rule 13a-15(b) promulgated13a-15(e) and 15d-15(e) under the Exchange Act. Based uponAct) that evaluation, our management concludedis designed to ensure that as of May 31, 2015, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange CommissionsCommission’s rules and forms, including ensuringforms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such material information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to ourthe issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation

As of Disclosure Controls

We maintainthe end of the period covered by this report, management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures designedpursuant to ensureRules 13a-15(e) and 15d-15(e) under the Act.

Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that we are able to collect the information that is required to be disclosed in the reports we file with the Securitiesour disclosure controls and Exchange Commission (the "SEC") and to process, summarize and disclose this information within the time period specified in the rulesprocedures were effective as of the SEC.February 28, 2022. Our management is responsible for establishing, maintainingconcluded that the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and enhancing these procedures. Management is also responsible, as required by the rules established by the SEC,cash flows 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 executedperiod presented in accordance with management's general or specific authorization; transactions are recorded as necessary to permit preparation of financial statementsGAAP.

Changes in conformity with Generally Accepted Accounting Principles ("GAAP") and maintain accountability for assets. Access to assets is permitted onlyInternal Controls Over Financial Reporting:

There were no changes in accordance with management's general or specific authorization.

In conclusion, the disclosure and procedure controls provide for reasonable assurance regarding the reliability ofour internal control over financial reporting during the quarter ended February 28, 2022 identified in connection with the evaluation thereof by our management, including our Principal Executive Officer and preparation ofPrincipal Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial statements for external purposes.  reporting.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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. The order was subsequently remanded by order of the U.S. Supreme Court in December 2017. The Company responded to the Remand with evidence of mitigating circumstances under a Protective Order and filed all its delinquent filings: a Super 10-K for 2015-2016-2017 on May 31, 2018 and 10-Q's for 2018 1Q, 2Q on June 22, 2018 and 3Q on July 15, 2018, its due date.

The Hearing for January 15, 2019 was re-scheduled because of government shutdown. Digital Brand entered a Motion to Dismiss the Proceedings on March 19, 2019 based on being current as of July 2018, and all filings to date have been filed on time for the 2019 fiscal year. The facts were presented at the hearing. The Division did not support the dismissal in a response to which Digital Brand filed two Amendments to the Consolidated 10-K for 2015- 2016-2017 and the 10-K for 2018 on April 23 and 24, 2019 respectively, and Amendments No. 2 on October 1, 2019 to supersede language in Part II, Item 9A. On November 12, 2019, Carol Fox Foelak, Administrative Law Judge, Securities & Exchange Commission ordered an Initial Decision/Dismissal of the Proceeding. The Dismissal becomes effective under Rule 360 of the Commission's Rules of Practice, 17 C.F.R., Section 201.360, following the Commission’s Order of Finality. On December 3, 2019 The Division of Enforcement Submitted a Petition for Review of Judge Carol Fox Foelak’s Initial Decision dismissing the Administrative Proceedings rendered on November 12, 2019. The Company filed a Motion for summary affirmance of the Initial Decision on December 20, 2019. The Motion for Summary Affirmance was not opposed by Enforcement.

On January 25, 2021, the Commission denied the Company’s Motion for Summary Affirmance of Judge Carol Fox-Foelak’s Dismissal of November 12, 2019 and granted the Division’s Petition for Review and set a briefing schedule beginning February 24, 2021. The Commission concluded that “briefing in the ordinary course would...assist the Commission. This appeal raises issues as to which we have an interest in articulating our views and important matters of public interest, including the proper application of the standard that governs determination of sanctions in a Section 12(j) proceeding.” Both parties have briefed and concluded April, 2021. The Company is disappointed that so much time has been lost and intends to vociferously support the original Dismissal after two years.

The Commission notified the Company on December 9, 2021 that an extension of 90 days to issue a decision has been ordered. The Commission ordered a second 90-day extension to issue a decision to conclude June 7, 2022. The Company continues to review options to support bringing this matter to conclusion as soon as possible.

From time to time, the Company has become or may become involved in a litigation, Asher Enterprises, Inc. v. Digital Brand Media & Marketing Group, Inc.certain lawsuits and Linda Perry, Index No. 600717/2014,legal proceedings which arise in the Supreme Courtordinary course of the State of New York, sittingbusiness. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties and an adverse result in the County of Nassau. The Plaintiff alleges $337,500 in damages based on breach of contract allegations arisingthose or other matters may arise from the Companys untimely periodic filings in December 2013. On September 18, 2014, the Court declinedtime to grant the plaintiffs application for default judgment.  The cross-motion for the Company was grantedtime that may harm its 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“smaller reporting companycompany” 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     Executive Director - Rule 13a-14(a) Certification

                 32.1     Executive Director - Sarbanes-Oxley Act Section 906 Certification

 

31.1

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

Principal Financial Officer

Executive Director

32.1

Principal Executive Officer Sarbanes-Oxley Act Section 906 Certification

Principal Financial Officer

Executive Director

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 


 

SIGNATURES

 


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, 2015April 12, 2022

By: /s/ /s/ Linda Perry

Linda Perry

Principal Executive Officer

Principal Financial Officer

Executive Director



Page 22

31
iso4217:USD xbrli:shares