DIGITAL BRAND MEDIA & MARKETING GROUP, INC.  Managing Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

DIGITAL BRAND MEDIA & MARKETING GROUP, INC. Managing 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 has developed a document called Creds Deck which provides a potential customer description 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 a
year and a half, is measurable.



Some companies have temporarily closed or stopped their digital marketing activities, due to this uncertainty. This mindset leads to a significant drop in online traffic, sales, engagement and conversation and pushes search rankings down. Opportunities are emerging, and Digital Clarity is actively seeking to go after new customers in a new environment.




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, 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 2021 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 maintain certain existing clients and through its
digital infrastructure, is perfectly placed to expand geographic reach to new
clients in 2022.



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 and will continue to extend its business focus to a wide variety of
industry verticals.


No one expects it to be a pandemic and SEC Matter, it will remain open as long as it is.

The core of the business is marketing consultancy. DBMM group Digital Clarity works in the field of digital marketing and company transformation. Understanding each client and developing the model to individualize the outlook was essential, which is what sets them apart and represents their competitive advantage. This kind of close relationship with its clients has led to Digital Clarity being considered a professional and trusted advisor.

Why digital experts keep 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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Inappropriate 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 are still using a mix of digital touch points during COVID-19 throughout their buying journey

? In the discovery and evaluation part of the journey, search engines and social

Media feeds and influencers are popular ways for shoppers to get product

    inspiration outside a brand's properties.



? In the purchase part of the trip, there are new types of purchase points

He appears. Mobile wallets behind email as a place to make purchases. and 63%

    begin making purchase through social media.



Customers still face issues across channels – the digital landscape across the epidemic

? Customers access multiple touch points during the buying process but there is a file

    significant disconnect within companies.




  ? 75% of consumers expect consistent interactions across all departments.



? However, 58% said they feel as if they are communicating with each other

    departments and not one company.



? And when it comes to service issues, 70% of customers expect all reps

    to have the same information about them, but 64% say that they have to
    re-explain issues.



The areas where digital clarity excels are the areas to be considered today

? Marketing from Home – Quickly publish campaigns from home, and collaborate across them

    teams and keep marketers engaged with apps



? Engage customers with empathy – listen to customers, use data in real time

    better understand their current situation and needs



? Personalizing digital communications – Accelerate the adoption of digital channels,

    deliver the right message, to the right person, at the right time



? Optimizing Budget Spending – Digital clarity unifies and optimizes marketing performance

    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 enhances your 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.



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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.



PAY PER CLICK (PPC) CAMPAIGNS


with google browser Launching new “smart” features like Google’s Smart Bidding, Smart Display Campaigns, and In-Market Audiences to help businesses maximize conversions, it’s clear that the future of pay-per-click lies in machine learning.

To become more strategic and take PPC campaigns to the next level for their clients, digital clarity:

? Know the most valuable metrics for your business? Do you understand the obstacles that may stand in the way of achieving your goals? Learn the key performance drivers for making 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 symbol google browserMachine 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, companies intend to go 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.



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 labour
intensive and thus the Company must jumpstart the growth by significant capital
to grow simultaneously in multiple geographies.



The company’s outlook remains strong for 2022 and the foreseeable future, particularly as companies adjust and reorient their retail business to online digital marketing in a COVID/Post COVID world.



KEY MILESTONES


During fiscal year 2021, revenue decreased due to external conditions outside the company’s control which put 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.




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Other examples represent the diversity of the customer base. DBMM’s approach using client analytics and implementing a single model to increase ROI as a key objective, spanning a wide range of industries.

Digital Clarity services are in demand and the company is pursuing opportunities in Formula 1, aviation and high-end marketing for luxury brands.

Digital Clarity’s core industry segments include: FinTech, Unified Communications Firms, and Discretionary Advice to Professional Service Providers.

Develop 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 comes in to help shape content 'in the right way' to
direct potential buyers to the client's website.



Next generation search engine market group will grow by 25.5% during the period from 2021 to 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.



Digital Marketing Growth & Consulting 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 advice and the 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.



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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 around the world




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 Tawasul for 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 consulting in 2021 and beyond

Across various industries, organizations are accelerating digital transformation processes for long-term growth and profitability. However: “53% of organizations surveyed remain untested in the face of digital challenges and therefore their preparedness for digital transformation is uncertain.” This report from Gartner highlights the need to 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 created a unique profile Diagnostic workshop Which helps brands identify needs as well as assess opportunity. The primary focus is to help reduce waste and maximize 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

? Spending will rise after pre-pandemic levels, a year earlier than before

      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 technology continues to drive recovery, returning to double-digit growth. He. She

      will represent 50.0% share of global spend this year



Advertising investment is expected to grow 10.4% globally in 2021, according to a recent 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 that the path to successful customer acquisition lies in understanding the customer’s business – not just running a campaign. We strive to help clients understand that success must 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 should be at the heart of the business. Delivering true digital marketing innovation requires not only knowledge, but also authority and courage. We think it’s digital. We drive results.



  4. Our goal is to deliver Digital Performance



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

in a April 2020Research firm HIS Markit stated: “Every dollar companies spend on advertising United State Last year, it led to 9 dollars in sales.

The growth of social media among businesses




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 personalise the experience and respond to
consumer behaviour. Expect to see more investment and innovation in technology
infrastructure alongside marketing.



? 40% of B2B content marketers have 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.

? we B2B business will spend as much as $1.64 billion On LinkedIn ads in

      2021, $1.99 billion in 2022, and $2.33 billion in 2023.




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

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GROWTH IN LINKEDIN ADVERTISEMENTS: GROWTH TO 2023

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

LinkedIn again comes out on top (80%).

But Facebook outperforms Twitter and Instagram over YouTube.

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Global B2B E-Commerce Sales in 2021

In the United States alone, it will hit business-to-business e-commerce sales $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 e-commerce markets were:




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 advertising market set for post-epidemic growth

According to eMarketer July 2021 2023 is expected to be a pivotal year for the US B2B digital advertising market as spending approaches 15 billion dollars. By then, the seismic shift caused by the epidemic 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 advertising will also remain a more pervasive part of the B2B media mix in the coming years.

US B2BS spends on LINKEDIN screen




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.



American B2BS spends on research to increase

In 2021, US B2B companies will spend $5.36 billion On search ads, more than they will be allocated to display.

But the growth rate of search is not strong: it will increase by 19.5% from 2020.

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The new normal will be digital

In just one year, digital adoption has occurred at five to ten times the rate expected.




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 communication.




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



Hopefully in 2022 the strategic outreach will be directed at investors around
the world who understand the digital marketplace and its expanding influence on
consumer decisions. DBMM will target new investors through a global digital and
traditional integrated investor outreach campaign which will be run by Digital
Clarity, with third parties, as required, for distribution. In all areas, the
Company will act in the interests of all stakeholders.



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



FINANCIAL OVERVIEW/OUTLOOK



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



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



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



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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.



Fiscal Year 2022 forecasts remain to return to normal trading after the separation is confirmed by the full commission. The company then intends to move forward with its expanded growth plan in multiple geographies to benefit all stakeholders, given the impact of the global pandemic.




During fiscal 2021, 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.


We have not issued convertible bonds since 2015.

The three-month period has expired November 30, 2021

We had almost $26000 cash and our working capital deficit is approx $5.7 million in a November 30, 2021.

During the three-month period ending November 30, 2021, we used cash in our operating activities amounting to approximately $100,000. Cash used in operating activities comprises of our net loss approx $146000
Primarily modified for the following:




Accounts payable, accrued expenses, accrued interest, and accrued compensation,
of approximately $37,000, resulting from a short fall in liquidity and capital
resources.


In addition, the following differences in operating assets and liabilities during the three-month period ended November 30, 2021 Affected our operating cash:

We generated cash from financing activities $106213 Which mainly consists of the proceeds of the outstanding bonds.

The three-month period has expired November 30, 2020

We had almost $33,000 cash and our working capital deficit is approx $5.3 million in a November 30, 2020.

During the three-month period ending November 30, 2020, we used cash in our operating activities amounting to approximately $122,000. Cash used in operating activities consists of our net loss from continuing operations
248000 dollars Modified to:




Accounts payable, accrued expenses, accrued interest, and accrued compensation,
of approximately $131,000, resulting from a short fall in liquidity and capital
resources.


During the three-month period ending November 30, 2020, we generated cash from the financing activities of 121107 dollars, which consist of proceeds from the issuance of credit loans.




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RESULTS OF OPERATIONS



                                                     Consolidated Operating Results

                                                For the For the Three Month Period Ended
                                                                         Increase/        Increase/
                                   November 30,       November 30,       (Decrease)        Decrease
                                       2021               2020                                %

SALES                              $      57,582     $       36,965     $     20,617               56 %

COST OF SALES                             39,754             90,323          (50,569 )            -56 %

GROSS PROFIT                              17,828            (53,358 )         71,186               NM

COSTS AND EXPENSES
Sales, general and
administrative                           165,925            117,219           48,706               42 %

TOTAL OPERATING EXPENSES                 165,925            117,219           48,706               42 %

OPERATING LOSS                          (148,097 )         (170,577 )        (22,480 )            -13 %

OTHER (INCOME) EXPENSE
Interest expense                          83,472             83,041              431                1 %
Other income                             (98,262 )                -          (98,262 )             NM
Change in fair value of
derivative liability                      12,207             (5,956 )         18,163               NM
TOTAL OTHER EXPENSES, NET                 (2,583 )           77,085          (79,668 )           -103 %

NET LOSS                           $    (145,514 )   $     (247,662 )   $   (102,148 )            -41 %

NM: not meaningful



We are currently generating revenue through Pay-per-click adsSearch Engine Marketing, SEO Services, Web Design, Social Media, Digital Analytics and Consulting Services.

For the three month period ending November 30, 2021 Our main income sources are web design and consulting services, ad per click, and social media. These primary sources accounted for 64%, 34% and 2% of our revenue respectively during the three months period ended November 30, 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 increase in our revenues during the three month period ended November 30,
2021, 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.



During the three-month period ending November 30, 2021Our cost of sales has decreased due to lower compensation which has simplified the provision of our services.




The sales, general and administrative expenses during the three-month period
ended November 30, 2021 increased primarily from an allocation of overhead of
expenses to non-revenue generated activities during that period compared to
those incurred in the prior period.



Interest expense during the three months was consistent when compared to that incurred in the previous period.




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Increase in derivative liabilities during the three month period ended
November 30, 2021 Mainly due to the increase in the estimated volatility of the company used in the assumptions for calculating its fair value based on
November 30, 2021 when compared to November 30, 2020.

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