DIGITAL BRAND MEDIA & MARKETING GROUP, INC. MANAGEMENT’S

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 initially halted, and even now has slowed down, many
business processes starting from manufacturing, supply chain to logistics, and
marketing. Digital Clarity is no exception, and the negative impact for over two
years, is measurable.



During the two-year period, 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.



This inserted a gap in the operating business plan. As 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 was 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 2022 has been important in continuing the direction
of the Company post-pandemic and steering it toward a scaled growth plan which
has been in neutral while the Company addressed certain external challenges
beyond its control. 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 perfectly placed to
expand geographic reach to new clients in 2022.



Through a turbulent 2021 to date, DBMM continues to build on its strengths. Like
the rest of the world, the effect of Covid-19 and the remains in turn-around.
Despite the remaining challenges, the Company has strong relationships within
the market and will continue to extend its business focus to a wide variety of
industry verticals.


No one expected that pandemic and the SEC matter. The pandemic caused damage, as
did the SEC matter.

The heart of the business is its 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, 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.



The Company endeavors to bring the SEC case of delayed filings to a close as it
has been dismissed on November 12, 2019, yet compliant with all of its filings
since that time.


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 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.



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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, Social Media, Strategic Company
Transformation 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 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 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.



                                       16

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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 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 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.



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 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.



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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 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.



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 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. 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:




  ? 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 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: FinTech, Unified
Communication Companies and discretionary advice for professional service
providers.



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SEARCH ENGINE OPTIMIZATION EVOLUTION



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 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 healthcare sector, fill and refill a prescription,
and receive payment reminders.



Moreover, the voice search mobility trend is growing at a high pace with the
advancements in speech recognition technology or voice search technology. Google
has a 95% accuracy rate when spoken correctly in English. Moreover, Google voice
search on smartphones is available 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 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 protocols, whereas the Google Assistant can understand
specific user requests and further personalize the response.



THE GROWTH OF DIGITAL MARKETING & CONSULTANCY SERVICES



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.



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 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.



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THE GROWTH OF DIGITAL TRANSFORMATION WORLDWIDE



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



Digital 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 the 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 the other hand, resulted in a considerable 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 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 dominance of US consulting, that its status as the world's largest
consulting market barely bears mentioning anymore. The global consulting market
grew by about 8% to $160 billion in 2020, but accounting for 44% of that, the 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 UK, 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 2022 AND BEYOND

Across industries, organizations are accelerating 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
standard 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 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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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 2021, according
to the 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 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
emotive 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 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

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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 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.



                                       23

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According to Forbes Magazine in 2021 the largest 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
US 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 in-person channels to digital ads to reach
audiences. In 2021, the growth in digital 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 the B2B media mix in the
coming 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.

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                                       24

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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 into 2022. The global pandemic made it impossible to initiate
any Investor Awareness Program and the SEC matter remains open, so the planning
remains in neutral.



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 following the closure of the
SEC review with a final order of the earlier dismissal, 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, 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, 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 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 and new clients
developed.



                                       25

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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 2022 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.



During fiscal 2021 and so far in 2022, and to a lesser extent, in fiscal 2020,
we successfully reached agreements with certain lenders resulting in gain on
extinguishment for loans payable which amounted to the difference between the
carrying value and the revised amount of the obligations. 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 a 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 satisfy obligations aggregating $85,000 in consideration of
30,000,000 shares of the Company’s common stock.

We have not issued convertible debentures since 2015.

NINE-MONTH PERIOD ENDED MAY 31, 2022

We had $14,000 in cash and our working capital deficiency amounted to
approximately $5.75 million at May 31, 2022.

During the nine-month period ended May 31, 2022, we used cash in our operating
activities amounting to $257,000. Our cash used in operating activities was
comprised of our net loss of $405,000 adjusted primarily for the following:

Change in fair value of derivative liability of $265,000 and loss on
extinguishment of debt of $83,000;

Additionally, the following variations in operating assets and liabilities
during the nine-month period ended May 31, 2022 impacted our cash used in
operating activity:



Increase in accounts payable, accrued expenses, accrued interest, and accrued
compensation, of $334,000, resulting from a short fall in liquidity and capital
resources.


We generated cash from financing activities of $262,000 which primarily consists
of the proceeds from the issuance of loans payable.

NINE-MONTH PERIOD ENDED MAY 31, 2021

We had approximately $20,000 in cash and our working capital deficiency amounted
to $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 $321,000. Our cash used in operating activities was
comprised of our net loss from continuing operations of $530,000 adjusted for
the following:


Change in fair value of derivative liability of $69,000



                                       26

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Additionally, the following variations in operating assets and liabilities
during the nine-month period ended May 31, 2022 impacted our cash used in
operating activity:

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

During the nine-month period ended May 31, 2021, we generated cash from
financing activities of $306,000, which consist of the proceeds from the
issuance of loan payables.

Unaudited Consolidated Operating Results

                                               For the Three Months Ended                                    For the Three Months Ended
                                                               Increase/       Increase/                                     Increase/       Increase/
                                 May 31,        May 31,       (Decrease)      (Decrease)       May 31,        May 31,       (Decrease)      (Decrease)
                                   2022           2021             $               %              2022           2021            $               %

SALES                           $   68,130     $   45,456     $    22,674              50 %   $  164,976     $  120,538     $    44,438              37 %

COST OF SALES                       30,217         50,417         (20,200 )           -40 %      102,090        150,156         (48,066 )           -32 %

GROSS PROFIT                        37,913         (4,961 )        42,874              90 %       62,886        (29,618 )        92,504              69 %

COSTS AND EXPENSES
Sales, general and
administrative                     124,451        138,079         (13,628 )           -10 %      441,908        377,173          64,735              17 %

TOTAL OPERATING (GAIN)
EXPENSES                           121,451        138,079         (13,628 )           -10 %      441,908        377,173          64,735              17 %

OPERATING GAIN (LOSS)              (86,538 )     (143,040 )        56,502             -40 %     (379,022 )     (406,791 )        27,769              -7 %

OTHER (INCOME) EXPENSE
Interest expense                    95,599         54,315          41,284              76 %      307,240        192,274         114,966              60 %
Other income                             -              -               -              NM        (98,265 )            -          98,265              NM
Loss on extinguishment of
debt                                82,485              -          82,485              NM         82,845              -          82,845              NM
Change in fair value of
derivative liability                18,273         (3,309 )        21,582              NM       (265,724 )      (68,864 )       196,860             286 %
TOTAL OTHER EXPENSE                196,357         51,006         145,351              NM         26,096        123,410         (97,314 )            79 %

NET LOSS                        $ (282,895 )   $ (194,046 )   $   (88,849 )            46 %   $ (405,118 )   $ (530,201 )   $   125,083             -24 %

(NM): not meaningful




RESULTS OF OPERATIONS



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-month and nine-month periods ended May 31, 2022 our primary
sources of revenue are the Web design and advisory services, Per-Click
Advertising
, and Social Media. These primary sources amounted to 65%, 34%, and
1% of our revenues, respectively during the nine-month period ended May 31,
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 three-month and nine-month periods ended
May 31, 2022, when compared to the prior year, is due to increase activity
following the ease of restrictions in the UK associated with COVID-19 and its
impact on Digital Clarity's clients.



                                       27

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During the three-month and nine-month periods ended May 31, 2022, our cost of
sales decreased due to reduction in compensation streamlining our delivery of
services.


The sales, general and administrative expenses during the three-month and
nine-months periods ended May 31, 2022 were at comparable levels when compared
to prior year periods.



Interest expense during the three-month and nine-month periods ended May 31,
2022 increased by additional consideration provided to a lender upon issuance of
loans payable.



The decrease in other expense during the nine-month period ended May 31, 2022 is
primarily attributable to the recognition of certain tax credits related to
expenses incurred in the United Kingdom and the increase in other expenses
during the three-month period ended May 31, 2022 is primarily due to a loss on
settlement of debt.


The decrease in the fair value of derivative liabilities during the three-month
and nine-month periods ended May 31, 2022 is primarily attributable to a
decrease in the Company’s estimated volatility used in the assumptions to
compute its fair value at May 31, 2022 when compared to May 31, 2021.

© Edgar Online, source Glimpses

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