DIGITAL BRAND MEDIA & MARKETING: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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.



OPERATIONS 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 has halted many business processes starting from manufacturing, supply chain to logistics, and marketing. Digital Clarity is no exception, and the negative impact is measurable.

Some businesses have 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.



Digital marketing is not a quick-fix solution to gain 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 has also slowed considerably there is a need for
reinforcement of the digital values proposition to bring or maintain a company's
brand front and center.



Operationally, fiscal year 2020 has been important in continuing the direction
of the Company and steering it toward a scaled growth plan which has been in
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 a certain maintain of existing clients and through
its digital infrastructure, is perfectly placed to expand geographic reach to
new clients in 2021.



Through a turbulent 2020 to date, DBMM continues to build on its strengths. Like
the rest 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 will continue to extend its business focus to a wide variety of
industry verticals.



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



WHY DIGITAL EXPERTS ARE 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 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 4.6
billion people are active social media users as of October 2020.



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.



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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 and Social Media means that the Company is
ready to feed 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
    14% of shoppers
    are making
    purchases
    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.



DIGITAL SALES ARE BECOMING MORE ACTIVE THAN HOLIDAY PERIOD


  ? In today's
    environment,
    unified channels
    and customer
    service are more
    important than
    ever, as
    non-essential
    businesses
    closed their
    doors to help
    slow the spread
    of Covid-19.
    This meant that
    retailers and
    shoppers alike
    had to pivot
    overnight to a
    digital-only
    reality.
  ? Digital sales
    growth by 18% in
    Q1 2020 compared
    to Q1 2019
  ? We see traffic
    growth by 13% in
    Q1 2020 compared
    to Q1 2019. -
    Desktop and
    Social Surge in
    Traffic - In
    addition to the
    rise in digital
    commerce and
    traffic, there
    are two more
    unusual trends.
  ? The first
    relates to
    desktop traffic.
    In Q1 2019,
    desktop traffic
    declined by 9%,
    but grew by 9%
    in Q1 2020. With
    people stuck
    inside and not
    on the move,
    there's a
    pronounced
    switch to
    desktop traffic
    and purchases.
  ? Another trend is
    that traffic
    from social
    media has grown
    quickly. In Q1
    2019, the share
    of traffic
    coming from
    social media was
    6%. This jumped
    to 8% for Q1
    2020.




VERTICALS EXPERIENCE DIFFERENT ORDER GROWTH - THE SURGE IN DIGITAL COMMERCE IS
NOT EVENLY DISTRIBUTED



  ? Home related
    goods clearly
    saw astonishing
    growth, up 70%
    in Q1 2020.
  ? Learning and
    active apparel
    experienced
    growth over 35%
    in digital
    orders in Q1
    2020.
  ? However, luxury
    and general
    apparel only
    grew around 10%
    in Q1 2020,
    which is lower
    than their Q1
    2019
    performances.



AREAS THAT DIGITAL CLARITY EXCEL 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




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SOURCES FROM: DELOITTE DIGITAL AND SALESFORCE 2020

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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 lion's share of the search market worldwide. As a Google
Premier Partner, Digital Clarity are well placed to advise, consult and grow
companies, in 2021 and beyond.



From Google's parent Alphabet's latest results, In the third quarter of 2020,
Google's revenue amounted to 46.02 billion U.S. dollars, up from 37.99 billion
U.S. dollars in the preceding 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 Google'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 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.



SEARCH ENGINE OPTIMIZATION



From an SEO 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 will serve a specific purpose, rather than
be packed with the right 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 come and help shape content 'in the right way' to help it
get found.



                                       17

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PAY PER CLICK (PPC) CAMPAIGNS


With Google launching new “smart” features such as Google Smart Bidding, Smart Display Campaigns, and In-Market Audience to help businesses maximize conversions, it is clear that the future of PPC lies in machine learning.

To become more strategic and take 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 this, 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 GOOGLE‘S 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 ad 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 and outside of 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.



According to Gartner, 80% of emerging technologies will have AI foundations by 2021 and beyond.

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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                                       18

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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 succeed,
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.



THE GROWTH OF DIGITAL MARKETING & CONSULTANCY SERVICES

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The skill set historically owned by agencies offering disciplines such as UX,
design, creativity, customer-centric data analytics and customer 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 acquiring and partnering with agencies such as
Digital Clarity. They present not only an opportunity for Digital Clarity but
also a prospective exit and investment opportunity.



Digital Clarity have continued to develop their Digital Consulting and Strategy
Planning offering. The forward-looking program is to be a recognized leader in
this field and fulfill companies seeking Digital Transformation for their
originations.



DIGITAL MARKETING SERVICES



There is no denying that 2020 and first quarter of 2021 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 the 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
to grow simultaneously in multiple geographies.



                                       19

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The Company’s outlook remains robust for 2021 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 year 2020 ending August 31,2020 and through the first quarter
of 2021 ending May 31, 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 variety
of industries. Many of these clients choose to operate under an NDA as our
clients see DBMM as a competitive advantage. Under that disclaimer, we cannot
share all clients' names, but here are a few key clients representing diverse
verticals, as follows:



  1. 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.




  2. 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.




  3. 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:




  ? The Importance of a Strong Internal Linking Strategy




  ? How to Get to the Top of Google




  ? How Much Does SEO Cost?




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




  5. Ad World
     Masters, a
     worldwide
     ranking of
     agencies based
     on
     state-of-the-art
     scoring
     algorithms, has
     named its top
     agencies for
     2019
     - worldwide.
     Digital Clarity
     has won a Silver
     award for the
     United Kingdom.
     Ad World Masters
     Agency of the
     Year highlights
     the best
     agencies around
     the world, based
     on its
     underlying
     technology and
     unique data.



Other examples are representative of the diversity of client base. DBMM’s approach using a client’s analytics and executing an individualized model to increase ROI as the prime objective, spans a wide range of industries.

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: Managed Service Providers, Unified Communication Companies and discretionary advice for professional service providers.

SEARCH REMAINS KEY, BUT GROWTH EBBS SLIGHTLY DURING PANDEMIC

Total UK digital ad spend fell 5% between January-June 2020 with the market reflecting the impact of the Covid-19 pandemic, “according to PWC and IAB (retrospective) public reporting of advertising data.

Conducted with PwC, the analysis shows that Display (video) and Search were the biggest drivers of growth between January and June 2019 – up 27% and 13% respectively.

Search now accounts for £ 3.7 billion of total H1 digital ad spend, while combined Display (video and non-video) is worth £ 2.8 billion, a 17% annual uplift. Non-video remains the largest Display format (up 8% YoY to £ 1.45 billion), but video formats are growing fast (up 27% to £ 1.32 billion).



                                       20

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THE NEED FOR PROFESSIONAL CONSULTANCY & OPPORTUNITY FOR MASSIVE GROWTH



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



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


THE GROWTH OF DIGITAL TRANSFORMATION WORLDWIDE



The global digital transformation market size was valued at USD 284.38 billion
in 2019 and is expected to expand at a compound annual growth rate (CAGR) of
22.5% from 2020 to 2027. During 2020 as Covid-19 emerged, Digital Clarity began
to evolve their consultancy to take advantage of the increasing demand by
corporations to digitally transform their organization for 2021 and beyond.



Growing demand for the adoption of the Internet of Things (IoT) across
industries is promoting the introduction of connected and data-rich solutions.
These solutions are capable of embedding intelligence into business operations
to facilitate better and more effective customer engagements. Growing usage of
smartphones, mobile devices, and applications is promoting digitization.



Digital transformation supports organizations in mitigating risks and handling
disruption such as marketplace fluctuation, corporate restructuring, and
geopolitical environment that are unanticipated, and can lead to unpredictable
results.


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THE IMPORTANCE OF STRATEGIC CONSULTANCY IN 2021 AND BEYOND

Digital Clarity is dedicated to helping its clients align their business objectives and utilize digital marketing to acquire and retain customers.



The company's marketing consultancy process is centered around a brands business
objective. The approach is consultative and leverage's years of expertise within
the digital marketplace and across a wide range of industry sectors.



Alongside helping companies understand their ‘why’, the company also helps shape a robust and measured strategy to achieve business objectives.



Over the years, Digital Clarity has identified that all too often clients are
unclear why, how and where to invest their budgets to get the best return. In
response, the company has developed a Strategic Consultancy service helps
prioritize investment and resources to achieve the given goals.



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 & training




GLOBAL AD SPEND CONTINUES



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Competitive landscape



Digital advertising is the fastest-growing segment of the global market for
advertising spending. The increasing use of smartphones and the 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 spend
around 75% of their advertising expenditures on digital marketing 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 operate in a highly commoditized market but have over the years
build a stellar reputation that makes it different from its competitors. Some of
these areas include:



  1. Our DNA is Strategically Driven

We believe the path to successful customer acquisition lies in understanding a client’s business – not just running a campaign. We seek to help clients understand that success has to be objective and measurable.


  2. We are Business Led

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


  3. We are Digital Thinkers

Marketing has to be 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 SOCIAL MEDIA E-COMMERCE



Enabling consumers to finalize a purchase while remaining within social apps has
been a goal for social platforms for some time now. Social commerce is seen to
have the potential to be a major revenue generator and an important way to
diversify revenue streams beyond advertising. Across Asia, networks like WeChat
and Line have successfully facilitated commerce via their platforms, allowing
consumers to carry out a range of commerce activities from booking taxis to
paying for restaurant bills or items in-store.



But social commerce has been a tough sell in many Western markets. Online
consumer habits here can be difficult to change, especially when it comes to the
potentially sensitive information involved in financial transactions. Social
media can play a big role in the purchase journey right up to the point of
purchase, but the appetite to complete a final purchase within the platform
remains low. Most will move to retail sites. These benefits must be
intrinsically social or deeply embedded with payment systems, and must be
grounded in consumer-engagement strategies, in order for social commerce to
achieve the roaring success seen in APAC.



The prospect of using "buy" buttons on social media in the U.S. has not quite
gained traction. The growing role of social networks as a way of researching
products does, however, provide social video with a strong value-proposition in
The Social Path to Purchase % who say they do the following furthering the
social commerce agenda in this market. In the U.S.



                                       23

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The expectation is that US ecommerce sales will surge 35.8% to $ 190.47 billion, offsetting brick and mortar declines in 2020 holiday season.

Source: emarketer.com

WORLDWIDE E-COMMERCE GROWTH OPPORTUNITIES



Retail e-commerce sales worldwide continue to grow exponentially year on year
and projected to grow to $4.5 trillion by 2021. Online shopping is one of the
most popular online activities worldwide, Goldman Sachs expects on-line shopping
retail sales in China to grow to $1.7 trillion by 2020. Usage varies by region.



                                       24

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GLOBAL RETAIL ECOMMERCE SALES WILL REACH $ 4.5 TRILLION BY 2021

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Cumulative data from Statista anticipates a 246.15% increase in worldwide ecommerce sales, from $ 1.3 trillion in 2014 to $ 4.5 trillion in 2021. That’s a nearly threefold lift in online revenue.

GLOBAL ECOMMERCE RETAIL SALES TO HIT $ 4.9 TRILLION BY 2021



New studies projected that the worldwide retail eCommerce sales will reach a new
high by 2021. Ecommerce businesses should anticipate a 265% growth rate, from
$1.3 trillion in 2014 to $4.9 trillion in 2021. This shows a future of steady
upward trend with no signs of decline.



                                       25

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But, what’s even more significant is that global eCommerce sales have been steadily eroding the worldwide retail market. In fact, by 2021, it will account for 17.5% of the total global retail sales.

OMNICHANNEL SHOPPING WILL BECOME MORE PREVALENT



As the lines blur between the physical and digital environment, multiple
channels will become more prevalent in customers' path to purchase. This is
evidenced by 73% of customers using multiple channels during their shopping
journey. What it means for eCommerce is to understand how their customers buy,
which marketing channels do they engage with, and their motivations and main
drivers to purchase. In the simplest sense, omnichannel shopping means decoding
what, where, when, why, and how people are purchasing the products you sell on a
particular channel.



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Every single touchpoint is important because it puts every single piece of the
puzzle into a whole story. Knowing your customers' touch points before they
purchase will better inform your brand of how to promote your products and
allocate your marketing budget. More and more people are doing their shopping on
social media platforms. With the improvement of social media's selling
capabilities, social media platforms are more than just advertising channels.
People can now conveniently and quickly purchase products on their chosen social
media platform.


B2B ECOMMERCE IS A BIGGER GIANT

B2B (business-to-business) eCommerce is the online selling and marketing of products from one business to another. And when compared to the B2C (business-to-consumer) eCommerce industry, B2B eCommerce is projected to be two times higher than B2C by 2020.



                                       27

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In the US alone, B2B eCommerce sales will hit 1,184 trillion dollars by 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 lot more complicated than that of a B2C 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 B2B market.



According to Forbes Magazine in 2020 the largest ecommerce markets are:



1  China:          $672 billion
2  United States:  $340 billion
3  United Kingdom: $99 billion
4  Japan:          $79 billion
5  Germany:        $73 billion
6  France:         $43 billion
7  South Korea:    $37 billion
8  Canada:         $30 billion
9  Russia          $20 billion
10 Brazil          $19 billion




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GROWTH IN INVESTOR AWARENESS AND OUTREACH.



During 2021, 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 defer its 2020 plans until certain SEC Matters
regarding the delinquent filings brought current in July 2018, remain open. The
global pandemic made it impossible to initiate any Investor Awareness Programme.



Hopefully in 2021 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 the pandemic threw all
planning into disarray. With capital infusion, 2021 will follow the model of a
growing client base and geographic reach until it achieves a to be determined
level of profitability. This benchmark will replicate successful industry models
in digital technology and marketing.



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 Company growth plan was first deferred until Brexit was passed and executed
with the EU, which it appears to have been done recently, but remaining
challenging and frustrating is the open SEC Matter, superimposed by a global
pandemic beginning in March 2020. There is now a vaccine which is rolling out,
and hopefully should eventually normalize the SEC which has been operating
remotely. Once a Final Order has been issued, the growth plan will recommence.
Clients and shareholders will benefit as the market cap grows acknowledging that
digital technology and marketing continues to be one of the fastest growing
industries in the world, even amidst the pandemic.



Once the growth trajectory 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.



The good news is DBMM's standing in the sector is strong because Digital Clarity
as a brand is positive, particularly for its size. 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, Digital Clarity,
increases its valuation with client case studies and industry awards resulting
in its being considered a leader in the sector for its size. DBMM's increasing
client base, coupled with decreasing certain kind of debt and expenses,
positions the Company to attract mezzanine financing, something sought after by
many and achieved by few.



Coincidently during the fiscal year 2020 and through the third quarter of 2021,
revenues 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 is
revising its model to adjust to changing circumstances, when client revenues are
paused or delayed.



The operating unit has successfully received UK government relief during the
last fiscal year and anticipates additional relief during 2021. The business is
undergoing some real pain during Covid-19, as their clients and new client
development had to undergo re-modeling to adjust to an evolving retail business,
with an accelerating need to expand the online expansion and often the timing is
not in sync. The elephant generally cannot dance without a lot of
reorganization, especially not this fast. There has been revenue erosion while
the landscape is in this uncertainty. The UK Prime Minister locked down the
country beginning in January 2021, which only exacerbates the need for clients
to evolve its digital footprint with speed and unplanned risk inherent in that
approach. The risk adverse gradual evolution was preferred by the vast majority
of business, now has no choice. Long term that is a positive development for
Digital Clarity, but short term has impacted revenues negatively.



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The Company received a commitment for future working capital in order to grow
the Company in key markets, with the intent 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 further develop the digital marketing business. 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 encouraged by the outlook after normal
trading has recommenced. DBMM intends to make significant strides in
aggressively widening its brand exposure using a variety 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
targeting these new investors in the public market through a global digital and
traditional, integrated campaign which will be run by Digital Clarity, with
third parties, as required for distribution.



The expectations for fiscal year 2021 remain to return to normal trading following affirmance of the dismissal by the full commission. The Company intends to move ahead thereafter to the scaled, growth plan in multiple geographies to benefit all stakeholders, being mindful of the impact of the global pandemic.

NINE-MONTH PERIOD ENDED MAY 31, 2021

We had approximately $ 20,000 in cash and our working capital deficiency amounted to approximately $ 5.7 million at May 31, 2021.

During the nine-month period ended May 31, 2021, we used cash in our operating activities amounting to approximately $ 321,000. Our cash used in operating activities was comprised of our net loss of approximately $ 530,000 adjusted primarily for the following:



Accounts payable, accrued expenses, accrued interest, and accrued compensation,
of approximately $284,000, resulting from a short fall in liquidity and capital
resources.


Additionally, the following variations in operating assets and liabilities during the nine-month period ended May 31, 2021 impacted our cash used in operating activity:

We generated cash from financing activities of $ 306,246 which primarily consists of the proceeds from notes payable.

NINE-MONTH PERIOD ENDED MAY 31, 2020

We had approximately $ 74,000 in cash and our working capital deficiency amounted to approximately $ 4.7 million at May 31, 2020.



During the nine-month period ended May 31, 2020, we used cash in our operating
activities amounting to approximately $192,000. Our cash used in operating
activities was comprised of our net loss from continuing operations of $458,440
adjusted for the following:


Nonrecurring gain in extinguishment of debt of $ 192,977

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



Accounts payable, accrued expenses, accrued interest, and accrued compensation,
of approximately $283,000, resulting from a short fall in liquidity and capital
resources.


During the nine-month period ended May 31, 2020, we generated cash from financing activities of $ 307,228, which consist of the proceeds from the issuance of loan payables.



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RESULTS OF OPERATIONS



                                         Unaudited Consolidated Operating Results

                            For the Three Months Ended                              For the Nine Months Ended
                                            Increase/     Increase/                               Increase/     Increase/
                 May 31,       May 31,     (Decrease)      Decrease     May 31,      May 31,     (Decrease)     Decrease
                   2021          2020           $             %           2021         2020           $             %

YOU GO OUT $ 45,456$ 82,001$ (36,545) -Four. Five % $ 120,538$ 322,801$ 322,801

           100 %

COST OF SALES        50,417       47,241         3,176             7 %    

150,156 240,578 (90,422) -38%

GROSS PROFIT (4,961) 34,760 (39,721) NM% (29,618) 82,223 (111,841) NM%

COSTS AND
EXPENSES
Sales, general
and
administrative      138,079       92,860        45,219            49 %   
377,173      345,249        31,924             9 %
Gain on
extinguishment
of debt                   -            -             -             0 %          -     (192,977 )    (192,977 )         100 %

TOTAL
OPERATING
(GAIN)
EXPENSES            138,079       92,860        45,219            49 %    377,173      152,272      (161,053 )         109 %

OPERATING GAIN
(LOSS)             (143,040 )    (58,100 )      84,940           146 %   (406,791 )    (70,049 )     336,742         NM

OTHER (INCOME)
EXPENSE
Interest
expense              54,315       78,411       (24,096 )         -31 %    192,274      257,147       (64,873 )         -25 %
Other Income              -      (12,577 )      12,577          -100 %          -      (12,577 )      12,577          -100 %
Change in fair
value of
derivative
liability            (3,309 )     (4,593 )      (7,902 )       NM         (68,864 )     (9,491 )      59,373         NM
TOTAL OTHER
EXPENSE             (51,006 )     70,427        19,421            28 %    

123,410 235,079 (111,669) -48%

NET LOSS       $   (194,046 )$ (128,527 )$    65,519           -51 % $ (530,201 )$ (305,128 )$   225,073            74 %

(NM): not meaningful



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



For the three- and nine-month period ended May 31, 2021 our primary sources of
revenue are the Web design and advisory services, Per-Click Advertising, and
Social Media. These primary sources amounted to 57%, 32%, 10% of our revenues
during the three-month period ended May 31, 2021.



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 decrease in our revenues during the three and nine-month period ended May
31, 2021, when compared to the prior year, is due to Brexit unease in the UK and
clients concern about trade issues with or without the European Union, and the
uncertainty associated with COVID-19 and its impact on Digital Clarity's
clients.



During the nine-month period ended May 31, 2021, our cost of sales decreased due
to reduction in compensation commensurate with our decreased revenues when
compared to the prior period. During the three-month period ended May 31, 2021,
our cost of sales were consistent with the prior period.



The sales, general and administrative expenses during the nine-month period ended May 31, 2021 were consistent when compared to the prior period. Such expenses increased during the three-month period ended May 31, 2021 when compared to the prior quarter due to increased business development activities.



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Gain on extinguishment of debt decreased during the nine-month period ended May
31, 2021, when compared to the comparable prior period. The decrease is
attributable to an analysis of certain liabilities based on initial assessments
performed by the Company during such period which deemed them extinguished
pursuant to statute of limitations. Such analysis was not performed in the
comparable current period.



Interest expense, which include interest accrued on certain notes and loans,
decreased during the three and nine-month period ended May 31, 2021 primarily
attributable to the issuance in the comparable prior periods of more loan
payables with additional considerations.



The increase on derivative liabilities during the nine-month period ended May
31, 2021 is primarily attributable to a decrease in the Company's estimated
volatility used in the assumptions to compute its fair value at May 31, 2021
when compared to May 31, 2020





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© Edgar Online, source Glimpses

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