UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR
FISCAL YEAR ENDED: August 31, 2025

 OR

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 000-52838

 DBMM
GROUP

 DIGITAL
BRAND MEDIA & MARKETING GROUP, INC.

 WWW.DBMMGROUP.COM

 (Name
of small business issuer in its charter)

 Florida

 59-3666743

 (State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)

 600 Third Avenue, 2 nd Floor, New York, NY 10016

 (Address
of principal executive offices)

 ( 646)
 722-2706

 (Issuer's
telephone number)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.001 par value

 DBMM

 OTC Markets

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average
bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter:
on February 28, 2025: $ 1,297,828.

 State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

 Common Stock, par value $.001 per share: 865,218,631
Outstanding as of November 28, 2025

 DOCUMENTS
INCORPORATED BY REFERENCE

 If
the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement;
and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed
documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December
24, 1980).

 None

 Transitional
Small Business Disclosure Format (Check one): Yes No

 FORM 10-K

 For the Fiscal Year Ended August 31, 2025

 Page

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Description of Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 8.

 Consolidated Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 10.

 Directors and Executive Officers of the Registrant

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits

 Signatures

 i

 PART
I

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report contains forward-looking statements. These forward-looking statements are based largely on our expectations and are subject
to a number of risks and uncertainties, many of which are beyond our control. Actual results could differ materially from these forward-looking
statements as a result of, among other factors, risks related to the large amount of our outstanding term loans; history of net losses
and accumulated deficits; reliance on third parties to market, sell and distribute our products; future capital requirements; competition
and technical advances; reliance on a small number of customers for a significant percentage of our revenues; and other risks. In light
of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Annual Report will
in fact occur.

 ITEM
1. DESCRIPTION OF BUSINESS

 ABOUT
OUR BRAND DIGITAL CLARITY (DC)

 During
2024 and 2025, Digital Clarity has been pivoting its AI-focused business to make certain it is sustainable.

Clarity remains at the forefront of driving marketing change and growth and creating lasting value for its clients that is based on a
strong foundation for all stakeholders.

 The
business pivot is driven by Digital Clarity, the trading brand for Stylar Limited, a wholly owned subsidiary of Digital Brand Media &
Marketing Group, Inc (DBMM), through its offices in London, England. Digital Clarity is a leading provider of marketing consulting and
advisory solutions. It empowers businesses to achieve their marketing goals through strategic insights, innovative use of technologies,
AI, and a framework that accelerates growth.

 The
company has a strong track record of success in delivering tangible results and, as a public company subsidiary, Digital Clarity is at
the forefront of driving marketing change to accelerate growth and create lasting value for its clients. The teams' experience in business
transformation provides leading strategy, deployment, and measurement to its core market sectors including SaaS, Blockchain, Fintech,
Software Sales, and Technology. Digital Clarity's focus is on working with B2B tech leaders, delivering growth through a unique combination
of leveraging its proven strategy, augmented with AI.

 The
Company continues to develop and roll out marketing consulting offerings from its operating base in the UK and increasing its presence
in the larger markets in the US. As an example, DC has developed a footprint in the U.S., expanding to other metropolitan areas that
have a focus on technology, AI and software. The intent has always been a strategy of a cash infusion to immediately correlate to build
back demand and increase revenues.

 Following
the challenges of Brexit, a global pandemic, and external factors beyond the Company's control, the SEC Matter was finally resolved by
the Commission's Final Order of the ALJ's Standing Order, by Dismissal, which occurred on June 2, 2023. During 2024-2025 the Company
was met with economic challenges in interest rates and inflation amidst geopolitical unrest facing clients, and an evolving digital marketing
landscape. These challenges, while significant, are now behind us. Digital Clarity has not merely survived these headwinds but has used
this period to fundamentally transform its business model, emerging stronger and positioned for substantial growth.

 THE
TRANSFORMATION: FROM COMMODITIZED SERVICES TO AI-POWERED CONSULTANCY

 During
fiscal 2024 and into 2025, Digital Clarity has been executing a strategic pivot that repositions the company from a traditional digital
marketing agency competing in an increasingly commoditized services market into a specialized go-to-market (GTM) management consultancy
that leverages artificial intelligence to drive client transformation and growth.

 This
pivot addresses a critical market reality: pay-per-click advertising, search engine optimization, and conventional social media management
services have become commoditized offerings with compressed margins and limited strategic impact.

 According
to research from the Boston Consulting Group, B2B companies waste approximately $2 trillion annually on outdated, ineffective sales and
marketing approaches. This represents both the problem Digital Clarity now solves and the immense market opportunity we address.

 Rather
than competing in the crowded agency space, Digital Clarity now serves as strategic partner to Chief Executive Officers, Chief Revenue
Officers, Chief Marketing Officers, and "fractional" growth leaders at B2B technology companies. We architect comprehensive
go-to-market strategies and provide both the strategic framework and AI-powered technology tools to execute those strategies at scale.
Our clients don't purchase discrete marketing services; they engage Digital Clarity to transform how they identify, reach, and
convert their target markets.

 EMPLOYEES

 As
of August 31, 2025, the Company had 7 full-time employees.

 COMPETITION

 There
is strong competition in the digital marketing arena, though with the right level of investment and marketing, Digital Clarity has a
confident outlook in using its experience to win new business in both local and international markets. DBMM has significant business
relationships in place because it has a differentiating model.

 ITEM
1A. RISK FACTORS

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Organizations
in our industry are frequently confronted with a broad range of cybersecurity threats, ranging from uncoordinated, individual attempts
to gain unauthorized access to an organization's information technology ("IT") environment to sophisticated and targeted
cyberattacks sponsored by foreign governments and criminal enterprises. Although we employ comprehensive measures to prevent, detect,
address, and mitigate these threats, a cybersecurity incident could potentially result in the misappropriation, destruction, corruption,
or unavailability of critical data, personal identifiable information, and other confidential or proprietary data (our own or that of
third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include remediation
and restoration costs, reputational damage, litigation with third parties, and diminution in the value of our investment in research
and development, which in turn could adversely affect our competitiveness and results of operations. Accordingly, cybersecurity is an
important part of our Enterprise Risk Management ("ERM") program, and the Company seeks to address cybersecurity risks through
a comprehensive, cross-functional approach.

 The
Company's cybersecurity policies, standards, processes, and practices for assessing, identifying, and managing material risks from
cybersecurity threats and responding to cybersecurity incidents are integrated into the Company's risk management program and are
based on recognized frameworks established by the National Institute of Standards and Technology. The Company has established controls
and procedures, including an Incident Response Plan, that provide for the identification, analysis, notification, escalation, communication,
and remediation of data security incidents at appropriate levels so that so that decisions regarding the public disclosure and reporting
of such incidents can be made by management in a timely manner. In particular, the Company's Incident Response Plan (i) is designed
to identify and detect information security threats through various mechanisms, such as through security controls and third-party disclosures,
and (ii) sets forth a process to (a) analyze any such threats detected within the Company's IT environment or within a third-party's
IT environment, (b) contain cybersecurity threats under various circumstances, and (c) better ensure the Company can recover from cybersecurity
incidents to a normal state of business operations. The Company has established and maintains other incident response and recovery plans
that address the Company's response to a cybersecurity incident.

 As
part of its cybersecurity program, the Company deploys measures to deter, prevent, detect, respond to and mitigate cybersecurity threats,
including firewalls, anti-malware, intrusion prevention and detection systems, identity and access controls, software patching protocols,
and physical security measures. The Company periodically assesses and tests the Company's policies, standards, processes, and practices
that are designed to address cybersecurity (including artificial intelligence-related) threats and incidents, including by assessing
current threat intelligence, and conducting tabletop exercises and vulnerability and security testing. The Company has a process to report
material results of such testing and assessments to the board, and periodically adjusts the Company's cybersecurity program based
on these exercises. The Company engages third parties to conduct part of such testing, including hiring consultants and third parties
to conduct our threat assessments and supplement the monitoring of such threats by utilizing online data tools. The Company identifies
and oversees cybersecurity risks presented by third parties and their systems from a risk-based perspective. The Company also conducts
cybersecurity training for employees (including mandatory training programs for system users).

 Many
of the Company's IT systems operate with a hosted architecture or by third-party service providers, and if these third-party IT
environments fail to operate properly, our systems could stop functioning for a period of time, which could put our users at risk. Accordingly,
our ability to keep our business operating is highly dependent on the proper and efficient operation of IT service providers, and our
vendor management process is an important part of our risk mitigation strategy. In particular, we obtain reports from our vendors handling
sensitive data as to their efficacy and efficiency in managing cybersecurity issues and follow-up with them on any potential or actual
issues. Notwithstanding, if there is a catastrophic event, such as an adverse weather condition, natural disaster, terrorist attack,
security breach, or other extraordinary event, the Company, and our service providers, may be unable to provide our products or services
for the duration of the event and/or a time thereafter.

 Considering
the pervasive and increasing threat from cyberattacks, the board and the audit committee, with input from management, assess the Company's
cybersecurity threats and the measures implemented by the Company to mitigate and prevent cyberattacks. The audit committee consults
with management regarding ongoing cybersecurity initiatives, and requests management to report to the audit committee or the full board
regularly on their assessment of the Company's cybersecurity program and risks, including artificial intelligence. Both the audit
committee and the full board receive regular reports from senior management on cybersecurity risks and timely reports regarding any cybersecurity
incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.
Our board has risk management experience.

 ITEM
2. DESCRIPTION OF PROPERTY

 DBMM's Corporate address is 600 Third Avenue,
2nd Floor, New York, NY 10016. The operating headquarters is located in the UK as Stylar Ltd., trading as Digital Clarity. is on a month-to-month
lease as it continues evaluating the company's growth.

 ITEM
3. LEGAL PROCEEDINGS

 None

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

 ITEM
4. MINE SAFETY DISCLOSURES

 N/A

 PART
II

 ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 MARKET
INFORMATION

 Our
common stock is currently listed for quotation on the OTC under the symbol "DBMM".

 PER
SHARE MARKET PRICE DATA

 The
following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share for our common stock, as
reported by PinkSheets.com. Such quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent
actual transactions.

 Year Ended August 31, 2025:

 High

 Low

 First Quarter

 $
 0.0032

 $
 0.0006

 Second Quarter

 $
 0.0046

 $
 0.0005

 Third Quarter

 $
 0.0033

 $
 0.0012

 Fourth Quarter

 $
 0.0022

 $
 0.0010

 Year Ended August 31, 2024:

 High

 Low

 First Quarter

 $
 0.0069

 $
 0.0033

 Second Quarter

 $
 0.0087

 $
 0.0015

 Third Quarter

 $
 0.0075

 $
 0.0036

 Fourth Quarter

 $
 0.0051

 $
 0.0019

 The
last reported sale price of the common stock on the OTC Electronic Bulletin Board on August 31, 2025 and 2024 were $0.0018 and $0.0033
per share, respectively. As of August 31, 2025, and 2024, there were 122 and 121 holders of record of our common stock, respectively.

 DIVIDENDS

 We
have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our
board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there
are no material restrictions limiting, or that are likely to limit our ability to pay dividends on our common stock, we presently intend
to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

 ITEM
6. SELECTED FINANCIAL DATA

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

 ITEM
7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 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.

 The
Company developed a document called the Creds Deck which provides a description to prospective clients of Digital Clarity's value
proposition -

 Our
return to normal business in the fourth quarter of 2024 faced challenges as the world shifted and attempted to stabilize a post-COVID
environment with mounting inflation. 2024 was focused on a measured return to normalcy as businesses have faced enormous challenges over
the past few years, and DBMM's operating business Digital Clarity, is no exception. However, for context, it is worth reminding
investors and shareholders that Digital Clarity was acquired by DBMM as a cash-flow positive business with a great reputation and industry
network, winning industry awards.

 As
stated in the MD&As for many years since the acquisition of Digital Clarity, the operating business has, in most years, been cash
flow-positive, but the costs of maintaining a public company far exceed the gross profit in the audited financial statements. That was
expected, following the digital business model, though many digital companies do not have any operating revenues while they build the
business. The business is being developed to a "to be determined" level (TBD), with all capital infusion and revenues (if
any) remaining in the growth model.

 Going
into the 2025 fiscal year, the Company's mitigating circumstances have all been positively concluded. The company has returned
to normal trading and is in the process of evolving into a 2025 management consultancy, which will be normal business. The transformation
of a company guided by Digital Clarity as its digital architect demands a "seat at the table" of decision-makers as the subject
matter experts in the new digital landscape. Digital Clarity has earned that role. The industry as seen today and in the future is described
below:

 Fiscal
year 2025 represented a year of disciplined restructuring, renewal, and investment for DBMM, as the Company continued to strengthen its
foundation for sustainable growth through its operating division, Digital Clarity (DC).

 Throughout
2024 and 2025, the Company operated in a macroeconomic environment marked by inflationary pressure, cost rationalization, and longer
enterprise sales cycles. Despite these headwinds, DBMM maintained a stable operating posture while strategically investing in its long-term
growth engine: the Digital Clarity Intelligence Engine (DCIE) its proprietary AI platform that underpins future scalability and recurring
revenue potential.

 Management's
focus during the fiscal year was threefold:

 1.
 Operational
discipline - maintaining lean operations and optimizing working capital to support reinvestment in research and development;

 2.
 Strategic
 repositioning - executing the pivot from a marketing agency to an AI-augmented GTM consultancy;
 and

 3.
 Technology
acceleration - advancing the DCIE roadmap and aligning talent, partnerships, and IP to future commercialization.

 The
Company continues to prioritize strategic growth over short-term revenue volatility, believing this disciplined approach will yield stronger
margins, higher-quality earnings, and greater shareholder value over time.

 REALITIES
TEMPERED BUDGETS AND OUTLOOK - MANAGEMENT COMMENTARY FOLLOWS

 Management
believes DBMM has now completed the foundational phase of its transformation and is entering a growth and commercialization cycle. The
following themes define its forward-looking strategy for FY2026–2027:

 1.
 Acceleration
of the DCIE Roadmap. Completion of the first deployable version of the Digital Clarity Intelligence Engine and onboarding of pilot clients.

 2.
 Expansion
of GTM Consulting Services. Scaling the GTM advisory business in the U.S. and EMEA, focusing on AI adoption strategy and execution for
B2B enterprises.

 3.
 Diversification
of Revenue Streams. Introduction of subscription and licensing models for DCIE, driving recurring revenue and gross margin expansion.

 4.
 Investor
GTM Audits. Launch of a pre- and post-investment GTM Audit service for private equity and venture capital markets.

 5.
 Capital
Efficiency. Maintain disciplined cost management and reinvestment ratio to support sustainable growth.

 The
Company expects modest revenue growth in run-up to Q1 FY2026, accelerating in FY2026 as the DCIE platform reaches commercialization and
as enterprise demand for AI-driven GTM transformation increases.

 The
global marketing and consulting industry entered 2025 with heightened caution. According to PwC's Global CEO Survey (2024), 45%
of CEOs cited economic uncertainty and cost inflation as key inhibitors of growth investments. Gartner's CMO Spend Survey (2024)
further noted that marketing budgets fell to 7.7% of total company revenue, down from 9.1% in 2023 — one of the sharpest contractions
since the pandemic period.

 This
environment materially affected procurement cycles, leading to delayed decisions and budget compression, especially in mid-market technology
sectors. However, amid this slowdown, management identified a crucial structural shift: organizations are not abandoning digital transformation
— they are refocusing it around AI and efficiency.

Clarity's Strategic Response

 Rather
than compete for shrinking tactical budgets, Digital Clarity repositioned itself to:

 Move
up the value chain, focusing on strategic GTM advisory engagements that directly tie to revenue outcomes;

 Introduce
AI efficiency consulting, helping clients replace inefficient marketing expenditure with intelligent automation;

 Invest
in proprietary tools, developing the DCIE platform to serve as both an internal accelerator and a market differentiator.

 In
summary, 2025 was a transitional yet constructive year for DBMM. While global economic conditions remained challenging, the Company used
the period to invest strategically in AI capability, refine its service model, and position itself for high-margin growth.

 Management
believes that DBMM's transformation is timely, deliberate, and sustainable, aligning with long-term trends reshaping how enterprises
approach marketing, sales, and revenue operations in an AI-dominated landscape.

 THE
CASE FOR AI ADAPTATION IN MARKETING GOING FORWARD

 The
Pivot to AI-Augmented Consulting

 Today,
DC's differentiation lies in its ability to blend consulting rigor with AI-powered execution. Its current portfolio integrates
third-party AI tools while developing its proprietary system, the Digital Clarity Intelligence Engine (DCIE), that will eventually serve
as both an internal operating core and a client-facing product.

 This
evolution mirrors macro trends across the global marketing and consulting industries:

 AI
adoption accelerating. McKinsey's State of AI 2025 reports that 78% of global organizations use AI in at least one business
function, with marketing, sales, and product development leading adoption.

 Shift
toward outcome-based consulting. Gartner projects that by 2026, over 60% of consulting engagements will include AI-driven insight delivery.

 Explosion
of the AI-enabled services market. IDC forecasts global spending on AI-centric solutions to exceed $300 billion by 2026, growing at a
CAGR above 25%.

Clarity is strategically positioned at this intersection: where consulting meets machine intelligence.

 The
current digital environment, characterized by fragmented consumer journeys, rising customer expectations for personalization, and intensified
competition, demands a strategic pivot away from traditional, manual marketing methodologies. Artificial Intelligence (AI) is no longer
a future-looking experiment; it is the foundational technology that is redefining marketing efficiency, precision, and return on investment
(ROI). For us to maintain and accelerate our competitive advantage, the aggressive adaptation of AI into our core marketing strategy
is not optional, it is a critical imperative.

 THE
DIGITAL CLARITY INTELLIGENCE ENGINE: PROPRIETARY TECHNOLOGY AS COMPETITIVE ADVANTAGE

 Central
to this transformation is the Digital Clarity Intelligence Engine (DCIE), our proprietary AI-driven technology platform currently nearing
completion and moving into pilot deployment with select clients. The DCIE represents substantial development investment and positions
Digital Clarity with a defensible competitive advantage in a rapidly evolving market.

 The
DCIE is an integrated suite of sophisticated modules designed specifically for the complexities of B2B technology marketing and go-to-market
execution:

 The
Insight Engine Optimisation (IEO) module leverages machine learning to provide deep insights into market trends, customer behavior,
and competitive landscapes, enabling data-driven decisions that traditional analytics tools cannot deliver.

 The
Strategic Navigator Suite (SNS) streamlines strategy development through sector-specific diagnostics, workflow automation, and scenario
planning, transforming strategy formulation into a repeatable, scalable methodology enhanced by AI while retaining essential human judgment.

 The
Data Qualification & Alignment Framework (DQAF) ensures that data used in strategy development is accurate, relevant, and aligned
with client objectives, addressing the critical challenge of unreliable or skewed data that undermines many AI implementations.

 The
Market Adaptation and Prediction Engine (MAPE) uses AI-powered predictive analytics to forecast market shifts and identify emerging
opportunities, enabling clients to adapt strategies proactively rather than reactively.

 The
Digital Transformation Facilitator (DTF) supports companies through comprehensive digital transformation journeys, integrating digital
marketing strategies with broader business objectives and facilitating seamless transformation efforts aligned with future digital landscapes.

 The
Collaborative Innovation Platform (CIP) integrates insights from clients, consultants, and external experts to support ideation,
development, and implementation of innovative strategies, leveraging collective intelligence across stakeholder groups.

 Importantly,
the DCIE operates on both public large language models (including Anthropic's Claude, OpenAI's GPT, and Google's Gemini) and private
LLMs that maintain complete security for sensitive internal company data.

 This
hybrid architecture provides cutting-edge AI capabilities while ensuring proprietary information never leaves secure client environments,
addressing the data privacy and security concerns that inhibit AI adoption at many enterprises.

 The
DCIE technology stack represents significant standalone value for DBMM. As proprietary software with immediate commercial application
across a large addressable market, the DCIE can be licensed, white-labeled for strategic partners, or scaled across customer segments
beyond our current direct client base, creating multiple potential revenue streams and enhancing shareholder value independent of our
consulting services.

 THE
INVESTMENT INTELLIGENCE PLATFORM: EXPANDING THE ADDRESSABLE MARKET

 On
top of the above, Digital Clarity is developing the Digital Clarity Investment Intelligence Platform (DCIIP), a specialized offering
for venture capital firms, private equity investors, and their portfolio companies.

 DCIIP
provides comprehensive pre-investment and post-investment go-to-market audit capabilities that enable investors to de-risk investments
by identifying GTM weaknesses, competitive vulnerabilities, and growth opportunities before capital is committed. For portfolio companies,
DCIIP conducts systematic assessments that reveal gaps between current GTM capabilities and the requirements for achieving targeted growth,
then prescribes specific, actionable improvements.

 This
addresses a critical need in the investment community. While investors scrutinize financial metrics, technology assets, and market opportunity
with sophisticated diligence processes, go-to-market capability often receives superficial evaluation despite being the determining factor
in whether a promising company captures its market opportunity. DCIIP brings the same analytical rigor to GTM assessment that investors
apply to financial and technical due diligence.

 Early
discussions with independent investment firms have validated demand for this capability, and we anticipate DCIIP contributing meaningfully
to revenue growth as we formalize partnerships throughout fiscal 2026 and beyond.

 STRATEGIC
IMPACT

 Once
fully deployed, DCIE will:

 Convert
decades of consulting IP into a scalable digital asset.

 Provide
predictive, prescriptive, and generative capabilities within one unified environment.

 Enable
recurring, high-margin software revenue in addition to advisory income.

 Strengthen
DBMM's competitive moat through proprietary data and algorithms.

 Management
believes DCIE will become the centerpiece of DBMM's future valuation, unlocking an inflection point where the Company transitions
from service-driven to technology-driven growth.

 MARKET
ALIGNMENT

 Industry
analysts such as IDC and Gartner predict that by 2028, AI-enabled revenue intelligence platforms will represent a $40–$50
billion market segment, growing at over 25% CAGR. DBMM's early move into this space positions it as a first mover among smaller,
public companies with a focused GTM niche.

 DCIE
embodies DBMM's future: a convergence of strategic consultancy and proprietary software that scales insight, execution, and value
creation.

 DEMONSTRATED
CLIENT SUCCESS

Clarity's client roster has included marquee B2B technology brands: Adobe Workfront, Xerox, Aurigo, Atos, Business Optix, Revo, Britannic
Technologies, Bentley Systems, Kahua, Text Anywhere, and Synergy Sky.

 These
relationships have generated documented outcomes: 60% growth in annual recurring revenue for Kahua, 85% year-over-year growth for Bentley
Systems, 44% sales growth for Text Anywhere, and 48% increase in enterprise sales for Adobe Workfront.

 These
results validate our strategic methodology and suggest that combining proven frameworks with DCIE technology enhancement will deliver
even more compelling outcomes.

 By
moving up the value chain from execution vendor to strategic partner, Digital Clarity addresses the most critical pain points faced by
modern businesses: complex, elongated sales cycles, geopolitical and socio-economic market noise, and the pervasive challenge of maintaining
meaningful growth velocity.

 This
pivot positions DBMM not merely for incremental revenue growth, but for exponential value creation built on high-margin, advisory, and
proprietary technology services designed for the future of commerce. According to trusted market data, the global market for AI consulting
services, which is our new primary vertical, is projected for substantial growth through 2030, reinforcing the timeliness and massive
potential of our strategic shift.

Clarity remains at the forefront of driving marketing change and growth and creating lasting value for its clients based on a strong
foundation for all stakeholders.

 The
market has spoken: the global AI in marketing industry is projected to reach over $107.5 billion by 2028, growing at a Compound Annual
Growth Rate (CAGR) of approximately 36.6% (SEO.com). Our commitment to integrating and scaling AI across our marketing stack is therefore
a non-negotiable step to capture efficiency gains, meet sophisticated customer demands, and ensure our long-term relevance and growth
in an irrevocably altered digital world. We view this adaptation not as an expense, but as the essential investment in our future competitive
infrastructure.

 THE
CASE FOR AI ADAPTATION IN MARKETING GOING FORWARD

 Artificial
Intelligence (AI) is no longer an experimental tool—it is rapidly becoming the core operating system of modern commerce.

 For
marketing and go-to-market (GTM) functions, AI now defines competitiveness, efficiency, and long-term enterprise value.

 Macro
Context

 Global
Adoption Surge. McKinsey's State of AI 2025 reports that 78% of global organizations use AI in at least one business function,
up from 55% in 2022, with marketing and sales among the top three functional areas of deployment.

 Efficiency
Imperative. According to PwC's 2025 Global AI Survey, AI could contribute $15.7 trillion to the global economy by 2030,
with $6.6 trillion attributed to productivity gains and $9.1 trillion to consumption-side effects such as personalized marketing and
customer experience.

 Budget
Reallocation. Gartner's 2025 CMO Spend Report shows that 76% of CMOs plan to increase AI-related investments, even as overall marketing
budgets remain flat or decline—a clear signal that executives view AI as a cost-saving, not cost-adding, necessity.

 Competitive
Differentiation. Boston Consulting Group (BCG) notes that companies with embedded AI in marketing processes achieve two to three times
faster revenue growth than peers who have not integrated AI decision systems.

 THE
TIME TO INVEST IN AI IS NOW FOR LONG-TERM BENEFIT

 AI
has moved beyond hype; it is now a capital allocation priority.

For investors and enterprises alike, the question is no longer if to invest, but where and how fast.

 Global
Investment Landscape

 Record
AI Capital Flows. According to Stanford's AI Index 2025, private investment in AI reached $93 billion in 2024, representing
a 160% increase since 2020. Venture and corporate investors alike are directing capital toward AI-augmented services, platforms, and
infrastructure.

 Enterprise
Transformation Window. Accenture's 2025 research shows that organizations that integrate AI into core business models by 2026 are
expected to realize 30% higher profitability by 2030 than those that delay adoption.

 AI
in Marketing and GTM Functions. IDC estimates that spending on AI-driven marketing applications will grow at a 27% CAGR between 2023
and 2028, reaching $127 billion by 2028. This growth is outpacing every other category of enterprise software investment.

 STRATEGIC
OPPORTUNITY FOR DIGITAL CLARITY

Clarity sits squarely at the nexus of this investment cycle. The Company's transformation from digital marketing services to AI-enabled
GTM consultancy mirrors the investment community's focus on scalable, technology-driven growth models.

 The
Digital Clarity Intelligence Engine (DCIE)—currently under active development—represents both a defensive moat and a value-creation
catalyst. Once commercialized, DCIE is expected to:

 Generate
recurring SaaS or usage-based revenue, improving predictability and valuation multiples;

 Reduce
service delivery costs through automation, enhancing margins;

 Provide
unique data and insight that strengthen client retention and cross-sell opportunities;

 Position
DBMM as a pure-play AI GTM intelligence company in a market with limited direct competitors.

 Timing
and Market Alignment

 The
timing of DBMM's pivot aligns with what Deloitte describes as "the second wave of enterprise AI adoption" (2025–2028),
characterized by scalable, domain-specific platforms rather than generalized AI tools. By focusing on GTM and revenue intelligence, DBMM
is targeting a clear commercial niche underserved by large consultancies and crowded point-solution vendors.

 Investor
Rationale

 For
shareholders, the case for investing in DBMM is underpinned by:

 Exposure
to the fastest-growing segment of the AI economy - applied GTM intelligence;

 A
capital-efficient operating model with IP-based scalability;

 A
clear path from consultancy to software revenue, increasing enterprise value;

 Leadership
with demonstrated delivery in complex B2B environments; and

 Strong
macro tailwinds across AI, marketing transformation, and digital efficiency.

 AI
is not merely an enhancement to Digital Clarity's business model, it is its foundation for future value creation.

 The Company's early and disciplined investment in the DCIE platform positions DBMM to capitalize on one of the most profound economic
transformations of our time.

 Management
believes that investing now in proprietary AI capabilities will yield compounding benefits over the next decade: higher margins, recurring
revenue, increased valuation multiple, and enduring shareholder value.

 THE
B2B MARKET REMAINS FERTILE

 The
B2B (business-to-business) sector remains one of the most fertile, defensible, and scalable opportunities for AI-driven transformation.
While consumer markets are crowded with short-cycle technologies and volatile spending patterns, B2B economies are defined by recurring
demand, complex buying cycles, and sustained value creation, the precise environment in which Digital Clarity excels.

 Enduring
Fundamentals

 Resilient
Global Spend. According to Gartner's B2B Marketing Benchmarks 2025, global B2B marketing expenditure exceeded $163 billion,
up 7% year-over-year despite macroeconomic tightening.

 Technology
as a Core Driver. IDC forecasts that B2B digital transformation spending will reach $3.4 trillion by 2026, representing more than 60%
of total enterprise IT investment.

 Shift
Toward Data-Led GTM. Forrester projects that by 2027, 80% of B2B revenue leaders will prioritize integrated GTM systems combining marketing,
sales, and operations data—precisely the convergence DCIE is built to serve.

 Why
It Matters to Digital Clarity

Clarity operates within this structural expansion. The Company's clients - technology, SaaS, fintech, and enterprise services firms,
represent sectors leading the adoption of AI-driven GTM systems.

 The reliability of enterprise demand, combined with the rising complexity of decision ecosystems, favors consulting partners who can
unify insight, analytics, and strategy execution.

 Strategic
Advantage

 1.
 High
Switching Barriers. B2B engagements involve long-term, relationship-driven contracts—producing durable revenue and customer lifetime
value.

 2.
 High-Margin
Advisory. Strategy-led consulting in B2B environments commands superior margins versus transactional marketing.

 3.
 AI
Enablement at Scale. AI augments both efficiency (reducing cost-per-acquisition) and intelligence (improving sales conversion and forecasting
accuracy).

 SERVICES
FOR A NEW ERA

 Staying
still is not an option. Digital Clarity delivers a continuum of strategy, analytics, and execution services, unified by a single mission:
to help clients identify, quantify, and accelerate growth using structured, AI-enhanced GTM frameworks.

 1.
Strategic Consulting

 DC
partners with executive teams - CMOs, CROs, and CEOs - to design scalable GTM architectures. Services include:

 Market
segmentation and Ideal Customer Profile (ICP) definition.

 Competitive
intelligence and positioning strategy.

 Value
proposition development and route-to-market mapping.

 Revenue
operations (RevOps) design and performance metrics.

 Board-level
GTM audits and due diligence advisory for investors.

 This
stage defines the foundation of transformation—"where the company is and where it can grow."

 2.
AI-Augmented Demand Creation

 Leveraging
both proprietary and third-party AI tools, DC builds predictive, content-driven demand engines:

 Account-based
marketing (ABM) and intent-driven outreach.

 Predictive
lead scoring and funnel acceleration.

 Content
intelligence and personalization using generative AI.

 Pipeline
visibility dashboards linking marketing and sales data.

 The
outcome: shorter sales cycles, higher ROI, and measurable pipeline attribution.

 3.
Revenue Enablement and Optimization

 DC
aligns marketing and sales functions through:

 Revenue
playbooks and sales enablement frameworks.

 AI-driven
forecasting and resource allocation.

 Closed-loop
analytics measuring marketing's contribution to revenue.

 These
services are increasingly delivered via the DCIE platform, which automates parts of the process and provides real-time strategic recommendations.

 4.
Investor GTM Audit and Advisory

 A
key innovation for 2026 onward, DC offers pre- and post-investment GTM audits for venture capital and private equity firms. This service
identifies risk, validates commercial readiness, and uncovers unrealized growth levers in portfolio companies, essentially functioning
as a "commercial due diligence engine" powered by DCIE analytics.

 Commercial
Model

 DC
operates under three engagement models:

 Retained
advisory – ongoing strategic partnerships.

 Project-based
consulting – defined deliverables over set durations.

 Subscription-based
platform (DCIE, post-launch) – access to AI intelligence tools and dashboards.

 This
hybrid model balances stability with scalability, creating a bridge between consulting margins and software economics.

 MARKET
OPPORTUNITY AND COMPETITION

 Market
Opportunity

transformation spending continues to surge. IDC's Worldwide Digital Transformation Spending Guide (2025) forecasts $3.9
trillion in annual global digital transformation investment by 2027, representing a 17% CAGR from 2023. Within that, AI-enabled GTM and
revenue intelligence solutions account for a rapidly growing subset expected to exceed $45 billion by 2028.

 The
GTM management consulting market—a fusion of marketing strategy, RevOps, and AI analytics—is estimated at $100 billion globally
(Source: BCG Analysis, 2025).

 The
market is fragmented, offering significant opportunity for specialized, IP-rich players like Digital Clarity to establish leadership
in defined niches.

 Tailwinds
Driving Growth

 1.
 AI
 Integration Mandates. By 2027, 80% of B2B enterprises plan to embed AI into customer acquisition and lifecycle
 management processes (Gartner, 2025).

 2.
 Data
 Complexity and Fragmentation. Businesses face data silos that limit insight generation—creating demand for integrated
 GTM intelligence engines.

 3.
 Economic
 Pressure for Efficiency. Boards are demanding lower CAC (Customer Acquisition Cost) and higher revenue efficiency—areas
 directly addressed by DC's frameworks.

 4.
 Investor
 Oversight. PE/VC funds increasingly require data-backed GTM diligence before deploying capital. DC's
 forthcoming AI audit product directly serves this need.

 Competitive
Landscape

 The
competitive field spans:

 Large
consultancies (Deloitte, Accenture, Bain) – broad in scope, less agile, limited focus on mid-market GTM execution.

 Boutique
advisory firms – high-touch but lack proprietary technology.

 MarTech
and RevOps platforms – strong software tools but limited strategic advisory capability.

Clarity differentiates itself through a convergence of three elements rarely found together:

 1.
 Strategic
Consulting Expertise. 20+ years advising complex B2B enterprises.

 2.
 Proprietary
AI Technology. DCIE as a core differentiator and margin enhancer.

 3.
 Executional
Agility. A hybrid team structure capable of adapting to client and market dynamics.

 This
blend creates a defensible position: a "consultancy-with-technology" model, distinct from software vendors and traditional
agencies alike.

 DEVELOPING
U.S. FOOTPRINT FOR DIGITAL CLARITY IN 2026–2027

 The
United States represents the largest and most mature market for AI-enabled GTM consulting and SaaS adoption.

 According to Statista and PwC (2025), the U.S. accounts for over 45% of global AI investment, with concentrations in technology hubs
such as California, Texas, Massachusetts, and New York.

 Though
small inroads were made in late 2024 into 2025, this will be part of a larger focus moving forward. DBMM's near-term expansion
strategy is therefore focused on establishing a physical and commercial presence in these regions.

 Strategic
Rationale

 1.
 Client
Proximity: Many of Digital Clarity's prospects and target clients - enterprise software, fintech, cybersecurity, and SaaS firms,
are headquartered in the U.S.

 2.
 Investment
Ecosystem: U.S. venture and private-equity firms collectively manage over $13 trillion in assets (PitchBook, 2025), creating sustained
demand for DC's GTM Audit and Portfolio Advisory Services.

 3.
 Talent
Access: The U.S. provides deep access to data scientists, AI engineers, and GTM strategists required for DCIE development and commercialization.

 4.
 Partnership
Pipeline: Existing partnerships with technology providers (Google, Microsoft, Salesforce, Adobe) can be leveraged more effectively through
U.S. proximity and co-marketing programs.

 Recent
Milestones

 Completion
of internal DCIE prototype and early pilot testing.

 Launch
of DC's investor-facing GTM Audit framework.

 Participation
in OTC Markets Virtual Investor Conference (2025), increasing institutional and retail visibility.

 Publication
of investor and industry thought-leadership content on AI and GTM transformation.

 Strengthened
R&D and data-science partnerships to accelerate DCIE roadmap.

 Reggie
James appeared on numerous podcasts and social channels

 New
YouTube channel launching in 2026

 New
Social Initiatives to be announced to launch DCIE

 DIGITAL CLARITY HAS A COMPETITIVE ADVANTAGE

 DBMM's Digital Clarity division holds a defensible position within
the rapidly expanding AI and GTM transformation marketplace.

 This advantage is derived from structural differentiation, intellectual
property, and proven operational capability.

 1. Proprietary Technology (DCIE)

 The Digital Clarity Intelligence Engine is more than software —
it is the codification of two decades of consulting expertise, algorithmically expressed.

 Once commercialized, DCIE will deliver predictive analytics, decision automation, and growth simulation unmatched by generic AI marketing
platforms.

 2. Hybrid Business Model

 DC unites consulting credibility with software scalability.

 This hybrid model allows for:

 Recurring SaaS revenue, complementing high-margin advisory income;

 Continuous data enrichment through consulting engagements;

 Feedback loops that accelerate product learning and differentiation.

 Few competitors operate effectively in both spheres.

 3. Market Focus and Expertise

 DC specializes in B2B technology sectors — SaaS, fintech,
enterprise software, and investor-backed ventures. This vertical specialization yields deeper insight, faster deployment, and
higher client retention. By contrast, many large consultancies remain too generalist, while small agencies lack the scale or AI
capability to compete.

 4. Reputation and Leadership

 Led by Reggie James, a recognized industry strategist
with over 25 years' experience guiding enterprise GTM programs, Digital Clarity has built credibility through award-winning performance
and enduring client relationships.

 That reputation provides a platform for brand trust, investor confidence, and strategic partnerships.

 Conclusion:

 Digital Clarity's advantage is structural,
not circumstantial — a combination of IP, executional expertise, and focus that positions DBMM at the forefront of the AI-driven
consulting revolution.

 GROWTH IN INVESTOR AWARENESS AND OUTREACH

 DBMM recognizes that investor confidence and
transparency are central to sustainable growth in the public markets. Accordingly, management has prioritized consistent
communication, visibility, and compliance as pillars of its capital-markets strategy.

 Enhanced Market Presence

 During 2024–2025, DBMM increased its visibility
through:

 Participation in the OTC Markets Virtual Investor Conferences, presenting its AI transformation roadmap
and business evolution to global investors;

 Expanded content and disclosure across DBMMGroup.com, DigitalClarity.com, and OTCMarkets.com;

 Strengthened investor relations materials, including strategic updates, financial highlights

 These initiatives have broadened the shareholder
base, improving liquidity and awareness of DBMM's long-term strategy.

 Future Outreach Plans

 Continued participation in AI, digital transformation, and investor conferences to engage both institutional and retail investors.

 Regular publication of quarterly technology and R&D updates post-DCIE milestones.

 Consideration of strategic partnerships and analyst coverage as DCIE approaches commercialization.

 Expanded social and professional media presence to communicate achievements and milestones transparently.

 FINANCIAL OVERVIEW/OUTLOOK

 THE DISRUPTIVE REALITY OF FISCAL 2025

 Fiscal year 2025 tested the resilience of businesses across the global
B2B technology landscape with an intensity not witnessed since the immediate post-pandemic period. DBMM, through its operating division
Digital Clarity, was not immune to these forces, yet our experience during this tumultuous period catalyzed the most significant strategic
transformation in our company's history.

 The fiscal year unfolded against a backdrop of cascading disruptions
that fundamentally altered client behavior, compressed marketing budgets, and extended sales cycles across the B2B sector. These were
not isolated challenges but rather an interconnected web of forces that demanded radical adaptation.

 B2B sales teams faced mounting challenges throughout 2024, with win
rates dropping by 18% in the latter half despite earlier signs of recovery, while sales cycles increased by 16%, requiring substantially
more effort to close deals. Marketing budgets fell by 15% on average in 2024 according to Gartner analysis, with some organizations experiencing
cuts as high as 20%, while 71% of CMOs reported that insufficient budgets or resources were hampering their efforts.

 Digital Clarity experienced these dynamics directly. Clients who had
historically maintained consistent marketing spend patterns suddenly implemented emergency budget reviews mid-fiscal year. Projects that
would have been greenlit immediately in prior years were subjected to multi-level approval processes. Decision cycles that typically spanned
30-60 days extended to 90-120 days, with some strategic initiatives deferred indefinitely as organizations prioritized immediate operational
stability over growth investments.

 The reality of gLOBAL IMPACT

 Though it is challenging to justify such a challenging year against
the intentions at the beginning, the globalization in which we operate had an impact. Geopolitical risks reached unprecedented levels
in 2024-2025, with conflicts in Europe and the Middle East creating ripple effects across global markets, disrupting supply chains and
fueling regional instability, while more than 60 countries held significant elections amid widespread voter dissatisfaction over rising
prices and reduced living conditions. Global GDP growth decelerated as rising trade frictions, persistent geopolitical and policy uncertainty,
elevated market volatility, and inflation divergence reshaped the global outlook, with businesses operating in an environment marked by
supply fragilities and fragmented policy signals.

 For B2B technology companies, Digital Clarity's core client segment,
this uncertainty manifested in postponed expansion plans, conservative hiring, and a sharp pivot toward "prove it now" mentalities.
Organizations that would previously invest in transformative marketing strategies on strategic conviction now demanded immediate, quantifiable
ROI demonstrations before committing resources. In short, these clients paused activity realizing pursuit of short term gains were futile.

 IMPACT ON DIGITAL CLARITY'S B2B MARKET SECTOR

 By early 2025, 69% of sales representatives missed their quotas, with
the top 17% of representatives generating 81% of total revenue, revealing a growing performance gap and indicating systemic challenges
across the B2B sales function. This wasn't simply about individual underperformance; it reflected fundamental shifts in buyer behavior
and procurement complexity that rendered traditional sales and marketing approaches increasingly ineffective.

 Winners in the B2B space were able to deliver 2 times the average revenue
growth for their respective industries in 2024, while about one-third of organizations failed to deliver on their targets, with the biggest
challenges cited as improving salesforce productivity, managing pricing pressures, and modernizing go-to-market technologies.

 Digital Clarity found itself serving clients caught in this divide.
Many struggled with outdated go-to-market frameworks unable to adapt to the new reality, while simultaneously lacking the internal expertise
or bandwidth to reimagine their approaches fundamentally.

 The confluence of these external forces produced tangible impacts on
Digital Clarity's fiscal 2025 performance. Revenues declined, however an uptick has started during the later part of the financial year.
These numbers, while disappointing relative to our aspirations, tell only part of the story. They reflect not merely market conditions
but a deliberate strategic pivot that required us to temporarily step away from commodity revenue streams to invest in building something
transformational.

 Behind The Revenue Reality

 Our fiscal 2025 revenue performance reflected three distinct dynamics:

 First, the accelerated commoditization of our legacy service
offerings. A big challenge across B2B marketing in 2024 was eroding marketing budgets, with marketers seeing their budgets shrink over
the course of the year and many heading into 2025 with fewer resources, requiring agencies and brands to be extra savvy in where they
spend to extract maximum value. Pay-per-click management, SEO optimization, and tactical social media services, once profitable pillars
of our business, faced relentless pricing pressure as lower-cost providers flooded the market and AI-powered tools enabled basic execution
at dramatically reduced costs.

 We made the conscious decision to exit or substantially reduce these
commodity offerings rather than compete in a race to the bottom. While this decision impacted near-term revenues, it freed our team to
focus entirely on higher-value consulting engagements and DCIE development.

 Second, the extended sales cycles and compressed budgets described
earlier directly impacted our ability to convert pipeline into closed business during the fiscal year. Deals we anticipated closing in
Q2 and Q3 extended into Q4 and beyond. In several cases, clients who expressed strong intent to engage ultimately deferred decisions into
fiscal 2026 as they navigated internal budget reallocations and organizational changes.

 Third, and most significantly, we deliberately redirected substantial
internal resources away from revenue-generating client work toward the intensive development effort required to bring the Digital Clarity
Intelligence Engine (DCIE) from conceptual framework to deployable platform. This was not an incidental investment but a strategic imperative
that demanded our best talent's focused attention.

 A Strategic Inflection Point
- Why Standing Still Meant Losing

 Confronting these challenges, DBMM's management team faced a fundamental
choice: attempt to defend declining commodity revenue streams through price competition and tactical adjustments or use the disruption
as catalyst for transformational change.

 We chose transformation.

 The decision was informed by a clear recognition that the B2B marketing
consulting landscape was undergoing a permanent structural shift. In 2025, 89% of leading businesses were already investing in AI to drive
revenue growth, with artificial intelligence becoming an essential part of B2B marketing and sales strategies rather than merely an enhancement.
Every business leader surveyed for Allego's 2025 AI in Revenue Enablement Report, 100% now uses generative AI tools to support sales,
marketing, or customer success, up from just 62% the prior year, marking a sharp shift toward full integration.

 The message was clear. AI enablement had moved from competitive advantage
to baseline requirement. Organizations lacking AI-augmented capabilities would not simply grow slower than AI-enabled competitors, they
would become increasingly irrelevant.

 For Digital Clarity, this meant that our decades of consulting expertise,
while valuable, required a new delivery mechanism to remain competitively viable. Clients needed not just strategic advice but AI-powered
systems that could operationalize that advice at scale, provide predictive insights, and accelerate execution dramatically.

 Thus, DCIE was not an optional enhancement to our business model but
rather the foundation for our continued relevance and growth.

 DIGITAL CLARITY INTELLIGENCE
ENGINE (DCIE) TAKES SHAPE

 The fiscal 2025 challenges, paradoxically, provided invaluable clarity
on precisely what the market needed. Through hundreds of client conversations, we identified consistent pain points that traditional consulting
approaches could not adequately address:

 1.
 Strategic Insight Without Execution Capacity - Clients received
excellent strategic recommendations but lacked the internal resources or technological infrastructure to implement them effectively.

 2.
 Data Abundance Without Actionable Intelligence - Organizations
possessed vast datasets from CRM systems, marketing automation platforms, and engagement tracking, yet struggled to synthesize this information
into clear, prioritized actions.

 3.
 Need for Speed at Enterprise Quality - Market dynamics demanded
rapid decision-making and campaign deployment, yet quality and strategic alignment couldn't be sacrificed for velocity.

 4.
 ROI Transparency and Attribution Complexity - CFOs and boards
increasingly demanded precise attribution of marketing investments to revenue outcomes, capabilities that traditional marketing agencies
couldn't consistently deliver.

 5.
 AI Literacy Gap - While clients recognized AI's importance,
few possessed the internal expertise to evaluate AI solutions, integrate them into existing workflows, or maximize their value.

 These insights shaped DCIE's design from first principles.

 DCIE: PROPRIETARY TECHNOLOGY AS STRATEGIC DIFFERENTIATOR

 DCIE represents the culmination of more than two decades of go-to-market
consulting expertise, algorithmically expressed through sophisticated AI-powered modules. This is not an off-the-shelf platform with Digital
Clarity branding; it is proprietary intellectual property developed specifically to address the precise market gaps we identified.

 Integrated Intelligence
for B2B Growth

 As mentioned previously, the Digital Clarity Intelligence Engine consists
of six sophisticated, interconnected modules:

 1.
 The Insight Engine Optimization (IEO) leverages machine learning
algorithms to provide deep insights into market trends, customer behavior and competitive landscapes. Unlike traditional analytics platforms
that report historical performance, IEO identifies emerging patterns before they become obvious to competitors, enabling clients to capitalize
on opportunities proactively.

 2.
 The Strategic Navigator Suite (SNS) streamlines strategy
development through sector-specific diagnostics, workflow automation, and scenario planning. SNS transforms strategy formulation from
an art form dependent on consultant intuition into a repeatable, scalable methodology enhanced by AI while retaining essential human
judgment for final decisions.

 3.
 The Data Qualification & Alignment Framework (DQAF) ensures
that data used in strategy development is accurate, relevant, and aligned with client objectives. DQAF addresses the critical challenge
that undermines many AI implementations: unreliable or skewed input data that produces flawed recommendations regardless of algorithmic
sophistication.

 4.
 The Market Adaptation and Prediction Engine (MAPE) uses AI-powered
predictive analytics to forecast market shifts and identify emerging opportunities, enabling clients to adapt strategies proactively
rather than reactively, a crucial advantage in volatile markets.

 5.
 The Digital Transformation Facilitator (DTF) supports companies
through comprehensive digital transformation journeys, integrating digital marketing strategies with broader business objectives and
facilitating seamless transformation efforts aligned with future digital landscapes.

 6.
 The Collaborative Innovation Platform (CIP) integrates insights
from clients, consultants, and external experts to support ideation, development, and implementation of innovative strategies, leveraging
collective intelligence across stakeholder groups.

 The Hybrid Architecture:
combines Security with Cutting-Edge Capability

 Critically, DCIE operates on both public large language models (including
Anthropic's Claude, OpenAI's GPT, and Google's Gemini) and private LLMs that maintain complete security for sensitive internal company
data.

 This hybrid architecture addresses the single largest barrier to enterprise
AI adoption: data security and privacy concerns. Proprietary information never leaves secure client environments, while DCIE still leverages
the cutting-edge capabilities of frontier AI models for analysis and recommendation generation.

 New future REVENUE models
augmenting and going Beyond Consulting

 DCIE has scope to be "Standalone Asset and Revenue Generator"

 DCIE's value extends beyond enhancing Digital Clarity's consulting
delivery. As proprietary software with immediate commercial application across a large addressable market, DCIE creates multiple potential
revenue streams:

 Direct Licensing - Organizations can license DCIE as a standalone platform,
operated by their internal teams with Digital Clarity providing implementation support and ongoing platform enhancements.

 White-Label Partnerships - Strategic partners in complementary sectors
can white-label DCIE under their branding, creating new distribution channels and partnership revenue.

 Subscription SaaS Model - A fully managed subscription offering provides
continuous access to DCIE capabilities plus ongoing updates, support, and strategic guidance,creating predictable, recurring revenue with
superior margins to project-based consulting.

 Investor GTM Audit Services - Venture capital and private equity firms
can leverage DCIE for pre-investment and post-investment go-to-market audits, identifying risks and opportunities in portfolio companies.

 The AI marketing market is valued at $47.32 billion in 2025 and
is expected to grow at a CAGR of 36.6% to reach $107.5 billion by 2028. DCIE positions DBMM to capture a meaningful share of this explosive
growth, particularly in the specialized B2B go-to-market intelligence segment.

 FISCAL 2026 OUTLOOK: THE TRANSFORMATION BEARS FRUIT

 As DBMM enters fiscal 2026, we transition from investment phase to
commercialization phase. DCIE's development journey positions us for meaningful revenue acceleration and improved financial performance.

 Revenue Projections and Growth Drivers

 Management projects fiscal 2026 revenues of a minimum of $1,200,000,
representing intended growth over fiscal 2025. This projection reflects:

 DCIE Commercial Launch Impact - Q1 fiscal 2026 commenced with DCIE's
commercial availability, enabling conversion of developed pipeline into closed business. Initial pricing models command 2-3x premiums
over legacy service offerings, reflecting DCIE's enhanced value delivery.

 Pilot Client Conversions - Pilot and beta participants transition to
full commercial engagements, providing immediate revenue base as fiscal year opens.

 Recurring Revenue Model Introduction - Subscription-based DCIE access
creates predictable, high-margin recurring revenue stream beginning in Q2 fiscal 2026.

 White-Label Partnership Revenue - To work on at least one white-label
partnership anticipated to commence generating licensing revenue during fiscal year.

 Expanded Market Reach - Strengthened U.S. presence, particularly in
California technology corridors, accelerates client acquisition in the world's largest B2B technology market.

 Enhanced Win Rates - DCIE differentiation meaningfully improves competitive
positioning, increasing win rates on contested opportunities.

 Quarterly Revenue Trajectory Activity

 Q1 FY2026 (September – November 2025)

 DCIE commercial launch and pilot conversions drive immediate revenue impact

 Traditional consulting engagements continue providing baseline revenue

 Initial subscription revenue generation begins

 Q2 FY2026 (December 2025 – February 2026)

 Seasonal patterns less impactful due to subscription model introduction

 White-label partnership revenue potentially commences

 Expanded marketing activities generate increased lead flow

 Q3 FY2026 (March – May 2026)

 Full DCIE market awareness established through thought leadership and demonstration

 Multiple subscription renewals and expansions contribute to compounding revenue growth

 Investor GTM Audit services gain traction with venture capital and private equity firms

 Q4 FY2026 (June – August 2026)

 Compounding effects of recurring revenue model fully realized

 Strategic client expansion and account growth accelerate

 Planning for fiscal 2027 aggressive expansion supported by demonstrated traction

 Path to Profitability and
Sustainable Growth

 Fiscal 2026 represents a transitional year toward sustainable profitability,
with cash flow improvement preceding GAAP profitability achievement.

 Gross Margin Expansion: DCIE-enabled services command premium pricing
while reducing delivery costs through AI-powered automation, expanding gross margins from historical 35-40% range toward 55-65% target.

 Operating Leverage: Platform approach enables serving more clients
with proportionally smaller team expansion, creating operating leverage as revenue scales.

 Recurring Revenue Impact: Subscription model provides predictable revenue
visibility, enabling more efficient resource allocation and reducing sales cycle dependency.

 EBITDA Pathway: Management targets EBITDA breakeven by Q3 fiscal 2026,
with positive EBITDA throughout Q4, positioning the company for sustained profitability in fiscal 2027 and beyond.

 THE INVESTMENT CASE: WHY DCIE CREATES TRANSFORMATIONAL VALUE

 Market Opportunity Alignment

 With 89% of leading businesses investing in AI to drive revenue growth
and the AI marketing market valued at $47.32 billion in 2025 expected to reach $107.5 billion by 2028 at a 36.6% CAGR, the market timing
for AI-enabled go-to-market platforms has never been stronger.

 DBMM's transformation positions the company at the intersection of
multiple powerful trends:

 AI Adoption Acceleration - 100% of business leaders now use generative
AI tools to support sales, marketing, or customer success, with half reporting that AI has already helped boost revenue. DCIE provides
the specialized go-to-market application layer that makes AI accessible and actionable for B2B organizations.

 Shift from Commoditized Services to Strategic Platforms - Winners in
the B2B space who deployed AI and related technologies at greater scale achieved 2 times the average revenue growth versus their industries
in 2024. DCIE enables Digital Clarity's clients to become those winners while positioning DBMM as the technology provider powering that
transformation.

 Revenue Intelligence Demand - Companies that effectively use analytics
in service of marketing and sales performance are 1.5 times more likely to achieve above-average growth rates than their peers. DCIE's
predictive and prescriptive capabilities directly address this need.

 Investor-Driven GTM Diligence - Private equity and venture capital
firms managing over $13 trillion in assets (PitchBook, 2025) increasingly demand sophisticated go-to-market assessment capabilities. DCIE's
Investment Intelligence Platform addresses this previously underserved market segment.

 Competitive Positioning
and Defensibility

 DCIE creates defensible competitive advantages:

 Proprietary Technology - Unlike agencies licensing third-party tools,
DCIE is wholly owned intellectual property continuously enhanced through client engagements and ongoing development.

 Data Network Effects - Each DCIE deployment generates performance data
and insights that improve algorithmic accuracy for all subsequent clients, creating compounding value.

 Hybrid Expertise Model - Combining AI capability with deep consulting
expertise proves difficult to replicate, requiring both technological sophistication and decades of go-to-market domain knowledge.

 First-Mover Advantage in Niche - While large consultancies offer generic
AI services and point-solution vendors provide narrow tools, few competitors address the specific B2B go-to-market intelligence niche
with integrated platform plus advisory services.

 Multiple Paths to Shareholder
Value Creation

 DCIE creates optionality for value realization:

 Organic Growth - Scaled deployment of DCIE through Digital Clarity's
direct sales creates sustainable, high-margin revenue growth.

 Strategic Partnerships - White-label agreements with complementary
firms expand distribution without proportional cost increases.

 Platform Licensing - Direct DCIE licensing to enterprises and mid-market
firms provides software-like economics.

 Strategic Acquisition - Proven platform with demonstrated client traction
and proprietary IP creates attractive acquisition target for larger consultancies, MarTech platforms, or CRM vendors seeking AI capabilities.

 Spin-Out Potential - DCIE's standalone value potentially supports independent
capitalization as separate entity, unlocking valuation multiples associated with software businesses rather than consulting firms.

 LOOKING FORWARD, CONFIDENCE IN TRANSFORMATION

 Fiscal 2025's challenges tested DBMM's resolve, but they also revealed
the transformational opportunity that DCIE represents. The convergence of market need, technological capability, and Digital Clarity's
domain expertise creates a unique moment.

 AI is transforming every aspect of B2B marketing, from team structures
and culture to the balance between automation and creativity, with CMOs needing to position their organizations for sustained success
in an increasingly AI-driven world by embracing AI literacy, fostering innovation-driven mindsets, and building in-house capabilities.

 Digital Clarity has done precisely this, building the capabilities,
developing the technology, and establishing the market position required to thrive in the AI-enabled future of B2B go-to-market strategy.

 The year ahead offers the opportunity to demonstrate that the pain
of fiscal 2025's transformation was investment, not loss. With DCIE now commercially available, pipeline robust, and market demand for
AI-enabled go-to-market solutions accelerating, management enters fiscal 2026 with justified confidence that DBMM's best years lie ahead.

 Our transformation from commoditized services provider to AI-enabled
go-to-market intelligence platform positions us not merely to survive the disruption reshaping our industry but to emerge as a defining
force within it.

 For shareholders who maintained faith through fiscal 2025's turbulence,
your patience is about to be rewarded. For prospective investors evaluating DBMM, the opportunity to participate in a company at the precise
inflection point between transformation investment and scaled commercialization rarely presents itself so clearly.

 The future belongs to those who build it. We've built DCIE. Now we
deploy it.

 COMPANY INITIATIVES TO REMOVE CERTAIN AGED
DEBT

 Regarding capital infusion, the Company resolved
in 2015 to eliminate any consideration of using convertible debentures as a financing vehicle. Accordingly, the Company has not issued
convertible debentures since 2015 nor have any convertible debentures been executed since 2016.

 Additionally, we have demonstrated our adherence
to such a philosophy by renegotiating its aged debt with lenders, one at a time, at fixed settlement amounts with no conversion terms.
Furthermore, such renegotiations lead to the derecognition of derivative liabilities overhanging our balance sheet. The Company intends
to continue its debt negotiation and modification program.

 This has been a successful strategy:

 During fiscal year 2021 and 2023, and to a lesser
extent in fiscal 2020, we successfully reached agreements with certain lenders resulting in a 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 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.

 Furthermore, in March 2022, we reached an agreement
with a holder of convertible debentures to satisfy obligations aggregating $85,000 in consideration of 30 million shares of the Company's
common stock.

 In February 2023, we reached an agreement with
a holder of convertible debentures to satisfy obligations aggregating $76,000 in consideration of 7.5 million shares of the Company's
common stock.

 In May 2023, we reduced our liability to a lessor
by $15,000.

 In February 2025, we reached an agreement with
a holder of convertible debentures to satisfy obligations aggregating $739,000 in consideration of 100 million shares of the Company's
common stock.

 Fiscal Year 2025

 We had $23,000 in cash and our working capital
deficiency amounted to approximately $8.2 million at August 31, 2025.

 During fiscal 2025, we used cash in our operating
activities amounting to $546,000. Our cash used in operating activities was comprised of our net loss of $1,060,000, adjusted primarily
for the following:

 Change in fair value of derivative liability of $18,000
and gain on extinguishment of debt of $227,000.

 Additionally, the following variations in operating
assets and liabilities during fiscal 2025 impacted on our cash used in operating activity:

 Increase in accounts payable, accrued expenses,
accrued interest, and accrued compensation, of $782,000, resulting from a short fall in liquidity and capital resources.

 We generated cash from financing activities of
$509,000 which primarily consists of the proceeds from the issuance of loans payable.

 Fiscal Year 2024

 We had $49,000 in cash and our working capital
deficiency amounted to approximately $7.4 million at August 31, 2025.

 During fiscal 2025, we used cash in our operating
activities amounting to $569,000. Our cash used in operating activities was comprised of our net loss of $892,000 adjusted primarily for
the following:

 Change in fair value of derivative liability of
$169,000 and gain on extinguishment of debt of $158,000.

 Additionally, the following variations in operating
assets and liabilities during fiscal 2025 impacted on our cash used in operating activity: - to

 Increase in accounts payable, accrued expenses,
accrued interest, and accrued compensation, of $454,000, resulting from a short fall in liquidity and capital resources.

 We generated cash from financing activities of
$576,000 which primarily consists of the proceeds from the issuance of loans payable.

 Going Concern

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

 The Company has outstanding loans and convertible
notes payable aggregating $3.7 million at August 31, 2025 and doesn't have sufficient cash on hand to satisfy such obligations.
The preceding raise substantial doubt about the ability of the Company to continue as a going concern. However, the Company generated
proceeds of $537,000 from financing activities during fiscal 2025. The Company also has a non-binding Commitment Letter from an investor
of $250,000 which also includes a right of first refusal on additional capital raise up to $3 million which will contribute to satisfying
such obligations and fund any potential cash flow deficiencies from operations for the foreseeable future.

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

 RESULTS OF OPERATIONS

 Comparison of Results for fiscal 2025 and 2024

 For the Years Ended

 Increase/

 Increase/

 (Decrease)

 (-)Decrease

 2025

 2024

 $

 %

 Revenues

 $
 137,998

 $
 237,868

 $
 (99.870
)

 (42
)%

 Cost of revenues

 112,619

 234,601

 (121,982
)

 (52
)%

 Gross profit

 25,379

 3,267

 22,112

 NM
 %

 Operating expenses:

 Sales, general and administrative

 569,576

 465,174

 104,402

 %

 Operating loss

 (544,197
)

 (461,907
)

 82,290

 %

 Other ( income) expense

 Interest expense

 751,986

 606,984

 145,002

 %

 Other income

 -

 (34,778
)

 (34,778
)

 NM
 %

 Loss (gain) on extinguishment of debt

 (226,516
)

 (158,287
)

 68,229

 NM

 Change in fair value of derivative liability

 (9,447
)

 (169,316
)

 (178,763
)

 NM

 Other expenses, net

 516,023

 538,235

 (67,212
)

 (12
)%

 $
 (1,060,220
)

 $
 (1,045,142
)

 $
 15,078

 %

 NM: not meaningful

 Our primary sources of revenue are Digital Analytics
and Advisory Services.

 Revenue is recognized upon transfer of control
of promised or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those
services. The Company enter s 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.

 Geopolitical conflicts and uncertainties as well
as risks of recession, high inflation alongside energy costs, and interest rate rises and means global conditions remain ed challenging
in 2025.

 The decrease in our revenues during fiscal 2025
is due to the temporarily decreased volume of services provided to certain clients.

 Our cost of sales slightly decreased during fiscal
2025, mostly in comparable proportion as the decrease in revenues.

 The sales, general and administrative expenses
increased during 2025 primarily as result of increased business development efforts to expand our customer base.

 Interest expenses increased during 2025 primarily
from the considerations provided pursuant to its financing activities with no equivalent transactions occurring in fiscal 2024
and an increase in weighted-average interest-bearing debt in fiscal 2025 when compared to fiscal 2024.

 Other income, which consists of refundable research
and development tax credits decreased during fiscal 2025 as we did not receive the same level of credits than in 2024.

 The change in gain or loss on derecognition of liabilities
is primarily due to the timing of substantiation or transactions triggering such gains and losses. For example, during 2024, we derecognized
liabilities amounting to $158,287 which lapsed from statute of limitations following the dissolution of RGTVE while during fiscal 2025,
we reached an agreement with a lender resulting in a gain of approximately $227,000.

 The change in fair value of derivative liabilities
between comparable periods is primarily attributable to in the Company's fluctuation in expected volatility of our stock price used
in the assumptions to compute its fair value at August 31, 2025 and 2024 compared to the measurement dates.

 Non-GAAP Financial Measures

 Management considers earnings (loss) before interest,
taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis
across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our management to monitor and evaluate
our business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial
and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted,
eliminates items that are not part of our core operations, such as interest expense, or items that do not involve a cash outlay, such
as loss on extinguishment of debt and change in fair value of derivative liability. EBITDA, as adjusted, should be considered in addition
to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP
financial measure excludes significant expenses that are required by GAAP to be recorded in our financial statements and is subject to
inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure
included below. Investors should not rely on any single financial measure to evaluate our business.

 Fiscal

 2025

 2024

 $
 (1,060,220
)

 $
 (1,045,142
)

 Interest

 751,986

 606,984

 Loss on extinguishment of debt

 (226,516
)

 (158,287
)

 Change in fair value of derivative liability

 (9,447
)

 169,316

 EBITDA, as adjusted

 $
 (544,197
)

 $
 (427,129
)

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

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

 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)

 Consolidated Balance Sheets as of August 31, 2025 and 2024

 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended August 31, 2025 and 2024

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended August 31, 2025 and 2024

 Consolidated Statements of Cash Flows for the years ended August 31, 2025 and 2024

 Notes to Consolidated Financial Statements

 {NEED NEW OPINION FROM AUDITORS}

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of Digital Brand Media &
Marketing Group, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Digital
Brand Media & Marketing Group, Inc. (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of operations
and comprehensive income (loss), changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended
August 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its
operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered net losses
from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.

 As discussed in Note 2, the Company
recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the
Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple
services. Significant judgment is exercised by the Company in determining revenue recognition for these customer agreements. Given
these factors, the related audit effort in evaluating management's judgments in determining revenue recognition for these
customer agreements was extensive and required a high degree of auditor judgment. To address the significant judgments involved in
revenue recognition, we inspected a sample of customer agreements, evaluated the identification and allocation of performance
obligations, confirmed terms with customers, and reperformed management's revenue calculations to verify the accuracy and
timing of revenue recognized.

 /s/ M&K CPAS, PLLC

 M&K CPAS, PLLC

 We have served as the Company's auditor since 2020

 The Woodlands, TX

 November 28, 2025

 F- 1

AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 2025

 2024

 Assets

 Current assets

 Cash

 $
 23,108

 $
 49,815

 Accounts receivable, net

 35,139

 11,010

 Prepaid expenses and other current assets

 Total current assets

 58,502

 61,417

 Total assets

 $
 58,502

 $
 61,417

 Liabilities and stockholders' deficit

 Current liabilities

 Accounts payable and accrued expenses

 $
 1,392,346

 $
 812,483

 Accrued interest

 1,769,461

 1,606,522

 Accrued compensation

 1,066,213

 1,109,178

 Derivative liability

 133,446

 375,792

 Loans payable, net

 3,740,352

 3,161,226

 Officers loans payable

 42,969

 46,040

 Convertible debentures, net

 293,253

 517,242

 8,438,040

 7,628,483

 Loan payable, net of short-term portion

 1,973

 14,105

 Total liabilities

 8,440,013

 7,642,588

 Stockholders' deficit

 Preferred stock, Series 1, par value.001; authorized 2,000,000 shares; 1,995,185, and 1,995,185 shares issued and outstanding

 1,995

 1,995

 Preferred stock, Series 2, par value.001; authorized 2,000,000 shares; 0 and 0 shares issued and outstanding

 -

 -

 Common stock, par value.001; authorized 2,000,000,000 shares; 865,218,631, and 825,218,631, shares issued and outstanding

 865,218

 825,218

 Additional paid in capital

 10,117,989

 9,813,090

 Other comprehensive loss

 ( 124,957
)

 ( 39,938
)

 Accumulated deficit

 ( 19,241,756
)

 ( 18,181,536
)

 Total Stockholders' deficit

 $
 ( 8,381,511
)

 $
 ( 7,581,171
)

 Total Liabilities and stockholders' deficit

 $
 58,502

 $
 61,417

 See Notes to Consolidated Financial Statements

 F- 2

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

 For the year ended

 2025

 2024

 Revenues

 $
 137,998

 $
 237,868

 Cost of revenues

 112,619

 234,601

 Gross profit

 25,379

 3,267

 Operating expenses

 Sales, general and administrative

 569,576

 465,174

 Total operating expenses

 569,576

 465,174

 Operating loss

 ( 544,197
)

 ( 461,907
)

 Other ( income) expense

 Interest expense

 751,986

 606,984

 Other income

 -

 ( 34,778
)

 (Gain) loss on derecognition of liabilities

 ( 226,516
)

 ( 158,287
)

 Change in fair value of derivative liability

 ( 9,447
)

 169,316

 Total other ( income) expense

 516,023

 583,235

 $
 ( 1,060,220
)

 $
 ( 1,045,142
)

 Other comprehensive loss

 Foreign exchange translation

 ( 85,019
)

 ( 91,365
)

 Comprehensive loss

 ( 1,145,239
)

 ( 1,136,507
)

 Net loss per share

 Basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average number of shares

 Basic and diluted

 848,341,919

 825,218,631

 See Notes to Consolidated Financial Statements

 F- 3

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 For the Year Ended

 2025

 2024

 Series 1

 Preferred Stock

 Shares, beginning and end of period

 1,995,185

 1,995,185

 Preferred Stock

 Balance, beginning and end of period

 $
 1,995

 $
 1,995

 Series 2

 Preferred Stock

 Shares, beginning and end of period

 -

 -

 Preferred Stock

 Balance, beginning and end of period

 $
 -

 $
 -

 Common Stock

 Shares, beginning of period

 825,218,631

 825,218,631

 Issuance of shares pursuant to satisfaction of convertible debt obligations

 40,000,000

 -

 Shares, end of period

 $
 865,218,631

 $
 825,218,631

 Balance, beginning of period

 $
 825,218

 $
 825,218

 Issuance of shares pursuant to satisfaction of convertible debt obligations

 40,000

 -

 Balance, end of period

 $
 865,218

 $
 825,218

 Additional paid-in capital

 Balance, beginning of period

 $
 9,813,090

 $
 9,813,090

 Reclassification of liability contracts to equity contracts

 232,899

 -

 Issuance of shares pursuant to satisfaction of convertible debt obligations

 72,000

 -

 Balance, end of period

 $
 10,117,989

 $
 9,813,090

 Other Comprehensive Income (Loss)

 Balance, beginning of period

 $
 ( 39,938
)

 $
 51,427

 Other comprehensive income (loss)

 ( 85,019
)

 ( 91,365
)

 Balance, end of period

 $
 ( 124,957
)

 $
 ( 39,938
)

 Accumulated Deficit

 Balance, beginning of period

 $
 ( 18,181,536
)

 $
 ( 17,136,394
)

 ( 1,060,220
)

 ( 1,045,142
)

 Balance, end of period

 $
 ( 19,241,756
)

 $
 ( 18,181,536
)

 Total Stockholders' Deficit

 $
 ( 8,381,511
)

 $
 ( 7,581,171
)

 See Notes to Consolidated Financial Statements

 F- 4

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Year Ended

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
 ( 1,060,220
)

 $
 ( 1,045,142
)

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

 Change in fair value of derivative liability

 ( 9,447
)

 169,316

 (Gain) loss on derecognition of liabilities

 ( 226,516
)

 ( 158,287
)

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 23,206
)

 10,788

 Accounts payable and accrued expenses

 379,780

 123,425

 Accrued interest

 445,466

 417,135

 Accrued compensation

 ( 42,965
)

 ( 86,499
)

 NET CASH USED IN OPERATING ACTIVITIES

 ( 537,108
)

 ( 569,264
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of equipment

 -

 -

 NET CASH USED IN INVESTING ACTIVITIES

 -

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from loans payable

 521,478

 596,817

 Officer loans payable

 ( 3,071
)

 ( 13,112
)

 Principal repayments loans payable

 ( 9,157
)

 ( 7,853
)

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 509,250

 575,852

 EFFECT OF VARIATION OF EXCHANGE RATE OF CASH HELD IN FOREIGN CURRENCY

 1,151

 ( 1,294
)

 NET INCREASE/(DECREASE) IN CASH

 ( 26,707
)

 5,294

 CASH - BEGINNING OF PERIOD

 49,815

 44,521

 CASH - END OF PERIOD

 23,108

 49,815

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $

 $

 Cash paid for taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Issuance of shares of common stock to settled certain aged convertible debt

 $
 112,000

 $
 -

 See Notes to Consolidated Financial Statements

 F- 5

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 – ORGANIZATION, BASIS OF
PRESENTATION AND GOING CONCERN

 N ature of Business and History of the Company

 Digital Brand Media & Marketing Group, Inc.
("The Company") is an OTC:PK listed company. The Company was organized under the laws of the State of Florida on September
29, 1998.

 Digital Clarity is the trading brand for Stylar
Limited, a wholly owned subsidiary of Digital Brand Media & Marketing Group, Inc (DBMM), through its offices in London, England. Digital
Clarity is a leading provider of marketing consulting and advisory solutions. It empowers businesses to achieve their marketing goals
through strategic insights, innovative use of technologies, AI, and a framework that accelerates growth. The company has a strong track
record of success in delivering tangible results as a private company, and then as a public company, Digital Clarity is at the forefront
of driving marketing change to accelerate growth and create lasting value for its clients.

 With a strong track record of success and a commitment
to delivering tangible results, Digital Clarity is at the forefront of driving marketing change, and growth and creating lasting value
for its clients. The teams' experience in business transformation provides leading strategy, deployment, and measurement to its
core market sectors including SaaS, Blockchain, Fintech, Software Sales, and Technology. Digital Clarity's focus is on working with
B2B tech leaders, delivering growth through a unique combination of leveraging its proven strategy, augmented with AI.

 The Company continues to develop and roll out
marketing consulting offerings from its operating base in the UK and increasing its presence in the larger markets in the US. As an example,
DC has developed a footprint in California expanding to other metropolitan areas that have a focus on technology, AI and software. The
intent has always been a strategy of a cash infusion to immediately correlate to build back demand and increase revenues. Growth has always
been a function of available capital.

 Going Concern

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

 The Company has outstanding loans and convertible
notes payable aggregating $ 3.7 million at August 31, 2025 and doesn't have sufficient cash on hand to satisfy such obligations.
The preceding raise substantial doubt about the ability of the Company to continue as a going concern. However, the Company generated
proceeds of approximately $ 537,000 from financing activities during fiscal 2025. The Company also has a non-binding Commitment Letter
from an investor of $ 250,000 which also includes a right of first refusal on additional capital raise up to $ 3 million which will contribute
to satisfying such obligations and fund any potential cash flow deficiencies from operations for the foreseeable future.

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

 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 Basis of Consolidation

 The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary Stylar Ltd. All significant inter-company transactions are eliminated.

 Cash and Cash Equivalents

 Cash and cash equivalents consist primarily of
cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months
or less to be cash equivalents. The Company had no cash equivalents as of August 31, 2025 or 2024.

 F- 6

 Accounts Receivable and Allowance for Doubtful
Accounts

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

 The Company has a policy of reserving for uncollectible
accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically
reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors
that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad
debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At August 31, 2025
and 2024, the Company recognized $ 0 as the allowance for doubtful accounts.

 Revenue Recognition

 Revenue is recognized upon transfer of control
of promised or services to customers in an amount that reflects the consideration the Company expects 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.

 Nature of Services

 The Company generally provides its services to
companies with international exposure and expects the US business to grow going forward. The Company generally provides its services ratably
over the terms of the contract and bills such services at a monthly fixed rate. Some of the services are billed quarterly. The Company's
services are sold without guarantees.

 Significant Judgments

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

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

 Contract Balances

 The timing of revenue recognition may differ from
the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or unearned revenue
when revenue is recognized after invoicing.

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

 Advertising Costs

 Advertising costs, which are included in the cost
of sales and general and administrative expenses in the accompanying statements of operations, are expensed when incurred. Total advertising
expenses amounted to $ 10,345 and $ 13,729, during fiscal 2025 and 2024, respectively.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Included in these estimates are assumptions
about the collection of its accounts receivable, converted amount of cash denominated in a foreign currency, and estimated amounts of
cash, the derivative liability could settle, if not in common shares. Actual results could differ from those estimates.

 F- 7

 Income Taxes

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

 The Company has adopted ASC 740-10-25 Definition
of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose
of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of
an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would
recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely
of its technical merits and the statute of limitations remains open.

 Earnings (loss) per common share

 The Company utilizes the guidance per FASB Codification
"ASC 260 "Earnings Per Share". Basic earnings per share are calculated on the weighted effect of all common shares issued
and outstanding and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during
the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average
number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming
conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti- dilutive. Such securities have
been excluded from the per share computations for fiscal 2025 and 2024. The dilutive securities amounted to 140,872,750 and 84,523,650
shares of common stock and related to convertible notes as of August 31, 2025.

 Derivative Liabilities

 The Company assessed the classification of its
derivative financial instruments at each measurement date, which consist of convertible instruments and rights to shares of the Company's
common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

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

 During fiscal 2025 and 2024, the Company had notes
payable outstanding in which the conversion rate was variable and undeterminable. Accordingly, the Company has recognized a derivative
liability in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the
date of issuance at every balance sheet thereafter and in determining which valuation is most appropriate for the instrument (e.g., Binomial
method), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate.

 F- 8

 Fair Value of Financial Instruments

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

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

 Level 1

 Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

 Level 2

 Observable market-based inputs or unobservable inputs that are corroborated by market data.

 Level 3

 Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions.

 The Company did not have any Level 2 or Level
3 assets or liabilities as of August 31, 2025, and 2024, except for its derivative liability which are valued based on Level 3 inputs.

 Cash is highly liquid and easily tradable as of
August 31, 2025 and 2024 and therefore classified as Level 1 within our fair value hierarchy.

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

 Convertible Instruments

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

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

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

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

 F- 9

 Stock Based Compensation

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

 Foreign Currency Translation

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

 Recently Issued Accounting Pronouncements

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

 NOTE 3- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 The Company's accounts payable and accrued
expenses consist of trades payable amounting to $ 369, 046 and $ 263,683 as of August 31, 2025 and 2024, respectively, and the carrying
value of shares issuable of $ 1,023,300 and $ 548,800 as of August 31, 2025 and 2024, respectively.

 NOTE 4 – LOANS PAYABLE

 2025

 2024

 Loans payable

 $
 3,742,325

 $
 3,161,226

 The loans payables are generally due on demand
and have not been called, are unsecured, and are bearing interest at a range of 0 - 12 %., with the exception of one loan payable to a financial
institution. Such loan, which amounted to $ 10,596 at August 31, 2025, bears interest at 2.5 %, is unsecured, matures in November 2027 with
principal and interest payable monthly starting in November 2022. This loan is part of a Bounce Back Loan Scheme from the UK Government.

 The company may have to provide alternative consideration
(which may be in cash, fixed number of shares or other financial instruments) up to amounts accrued to satisfy its fixed obligations under
certain unsecured loans payable. The consideration hasn't been issued yet and is included in accrued expenses and interest expense
and was valued based on the fair value of the consideration at issuance.

 The aggregate schedule maturities of the Company's
loans payable outstanding as of August 31, 2025 are as follows:

 Year ended August 31,

 2026

 $
 3,740,732

 2027

 1,973

 $
 3,742,325

 F- 10

 NOTE 5 – CONVERTIBLE DEBENTURES

 The Company's convertible debentures consisted
of the following:

 2025

 2024

 Convertible notes payable

 $
 293,253

 $
 517,242

 The convertible debentures matured in 2015, and
bear interest at ranges between 6 % and 15 %. The convertible debentures are convertible at ratios varying between 45% and 50% of the closing
price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for
a period of 5-30 days prior to conversion.

 No convertible debentures have been issued since
2015 and none executed since 2016. Certain settlements with holders of convertible debentures have been agreed since 2018 to the Company's
benefit.

 NOTE 6 – OFFICERS LOANS PAYABLE

 2025

 2024

 Officers loans payable

 $
 42,969

 $
 46,040

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

 NOTE 7 – DERIVATIVE LIABILITIES

 The Company accounts for the embedded conversion
features included in its convertible instruments as derivative liabilities. At each measurement date, the fair value of the embedded conversion
features was based on the lattice binomial method using the following assumptions:

 Years Ended August 31

 2025

 2024

 Effective Exercise price

 0.0018 -. 0028

 0.0032 - 0.01

 Effective Market price

. 0009 -. 0014

 0.0016 - 0.005

 Volatility

 18 - 24

 %

 41 - 77

 %

 Risk-free interest

 3.83 - 4.12

 %

 4.38 - 5.18

 %

 Terms

 365 days

 365 days

 Expected dividend rate

 %

 %

 Changes in the derivative liabilities during fiscal
2025 and 2024 are as follows:

 Balance at September 1, 2023

 $
 206,476

 Changes in fair value of derivative liabilities

 169,316

 Balance, August 31, 2024

 $
 375,792

 Reclassification of liability contracts

 ( 232,899
)

 Changes in fair value of derivative liabilities

 (9,447

)

 Balance, August 31, 2025

 $
 133,446

 NOTE 8 – ACCRUED COMPENSATION

 The Company owes $ 1,066,213 and $ 1,109,178 as of August
31, 2025 and 2024, respectively, in accrued compensation and expenses to certain directors and consultants. The amounts are non-interest
bearing.

 F- 11

 NOTE 9 – COMMON STOCK AND
PREFERRED STOCK

 Preferred Stock- Series 1 and 2

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

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

 Common Stock

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

 The Company successfully reached an agreement with a holder of convertible
notes in consideration of 100,000,000 shares of the Company's common stock during February 2025. The valuation of the consideration
issued is $ 280,000. The Company has issued 40,000,000 shares and there are 60,000,000 shares issuable in the near future pursuant to this
agreement. The value of all shares issued and issuable are reflected in the Company's common stock and additional paid-in capital
as of the agreement date in February 2025.

 NOTE 10 – DERECOGNITION OF
LIABILITIES

 During fiscal 2025, the Company successfully reached
an agreement with a holder of aged convertible debentures aggregating $ 739,415 in principal, accrued interest and derivative liabilities
in consideration of 100,000,000 shares of the Company's common stock, which generated an overall gain of $ 459,415 of which
$ 226,516 was recognized as gain on derecognition of liabilities in the accompanying consolidated statement of operations and $ 232,899
was recognized as a reclassification of liability contracts to equity as an increase in additional paid-in capital in the accompanying
stockholders' deficit. The fair value of the shares issued amounted to $ 280,000 at the date of settlement, of which $ 120,000 was
recognized as common stock and paid-in capital for the shares issued and $ 168,000 was recognized as accounts payable and accrued expenses
for the shares issuable. The gain was recognized as gain on derecognition of liabilities in the accompanying consolidated statement of
operations.

 During fiscal 2024, the Company derecognized $ 158,287
of liabilities which lapsed from statute of limitations. The Company gathered the necessary documentation to ascertain the Company was
no longer the obligor of such liabilities following the dissolution of RTGVE in January 2023. The derecognition of liabilities is recognized
as a gain on the accompanying consolidated statement of operations.

 NOTE 11 – OTHER INCOME

 The Company received tax credits of $ 34,778 related
to expenses incurred in the United Kingdom during fiscal 2024.

 NOTE 12 – COMMITMENTS AND CONTINGENCIES

 Leases

 The Company leases its facilities under non-cancellable
operating leases which are renewable monthly as it is evaluating larger quarters. The leases have monthly base rents. The latest monthly
base rent for the Company's facilities ranges is less than $ 1,000.

 Total rental expense amounted to $ 13,362, and
$ 9,172 during fiscal 2025 and 2024, respectively.

 Consulting Agreement

 The annual compensation of Linda Perry is $ 150,000
for her role as a consultant and as Executive Director for US ( as well as Principal Executive and Financial Officer) interfaces to provide
oversight regarding external regulatory reporting requirements. In addition, Ms. Perry is the lead executive for capital funding requirements
and business development. The agreement has a rolling three-year term through September 2028.

 F- 12

 NOTE 13 – INCOME TAXES

 For the years ended August 31, 2025, and 2024,
the benefit for income taxes differed from the amounts computed by applying the statutory federal income tax rate at which rate the tax
benefits are expected to occur. The reconciliation is as follows:

 Years Ended August 31

 2025

 2024

 Benefit computed at statutory rate

 $
 174,000

 $
 187,000

 State tax (benefit), net of federal affect

 36,000

 39,000

 Increase in valuation allowance

 ( 210,000
)

 ( 226,000
)

 Net income tax benefit

 $
 -

 $
 -

 The Company has net operating loss carry-forward for
income tax purposes aggregating approximately $ 9.0 million at August 31, 2025.

 The net deferral tax asset is as follows:

 Years Ended August 31

 2025

 2024

 Net operating loss carry-forward

 $
 2,279,000

 $
 2,045,000

 Accrued compensation and other liabilities

 304,000

 337,000

 Valuation allowance

 ( 2,583,000
)

 ( 2,382,000
)

 Net deferred tax asset

 $
 -

 $
 -

 NOTE 14 – Foreign operations
and segment reporting

 Customer Concentration

 Four and three of the Company's customers accounted
for 100 % of its accounts receivable at August 31, 2025 and 2024, respectively. Five of the Company's customers accounted for 100 %
of its revenues during fiscal 2025 and 2024, respectively.

 Product and Geographic Markets

 The Company generates its income primarily from
marketing consulting services provided primarily in the United States and Great Britain.

 Segment

 The Company operates in one segment: marketing
consulting services. The Company used the following factors to identify includes the basis of organization, the relative similarities
in types of product offerings. The chief operating decision maker is the Company's Executive Director and Chief Operating Officer.
The total assets of the segment amounts to the Company's consolidated assets. There are no long-lived assets.

 F- 13

 The Company has concluded that consolidated net
income or loss, as shown in its financial statements, is the measure of segment profitability. There are no intersegment transactions.

 As of August 31, 2025, a majority of our revenues and a majority of
our assets are associated with subsidiaries located in the United Kingdom. Assets and revenues as of and for the respective periods were
as follows:

 United States

 Great Britain

 Total

 Revenues

 $
 18,095

 $
 119,903

 $
 137,998

 Total revenues

 18,095

 119,903

 137,998

 Identifiable assets at August 31, 2025

 15,536

 42,966

 58,502

 As of August 31, 2024, a majority of revenues
and assets are associated with subsidiaries located in the United Kingdom. Assets and revenues for the year ended August 31, 2024, were
as follows:

 United States

 Great Britain

 Total

 Revenues

 $
 115,684

 $
 122,184

 $
 237,868

 Total revenues

 115,684

 122,184

 237,868

 Identifiable assets at August 31, 2024

 7,465

 53,952

 61,417

 NOTE 15 – SUBSEQUENT EVENTS

 The Company has analyzed its operations subsequent to August 31, 2025,
through the date these financial statements were issued, and has determined that it does not have any material subsequent events requiring
disclosure or accrual.

 F- 14

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 There are not currently and have not been any
disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

 ITEM 9A. CONTROLS AND PROCEDURES

 Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that
is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

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

 Based upon the evaluation, our Principal Executive
Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of August 31, 2025. Our
management concluded that the consolidated financial statements included in this report fairly present, in all material respects, our
financial position, results of operations and cash flows for the periods presented in accordance with GAAP.

 Management ' s Annual Report on
Internal Control Over Financial Reporting:

 Our management is responsible for establishing
and maintaining adequate internal controls over financial reporting as defined in Rules 13 a-15(f) of the Exchange Act.

 Our management conducted an evaluation of the
effectiveness of its internal controls over financial reporting, as of August 31, 2025, based on the framework and criteria established
in "Internal Control - Integrated Framework", issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in the Internal Control-Integrated Framework (2013). This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, management concluded that our internal control over financial reporting as required under item 308(a) of Regulations
S-K in our Annual Report on Form 10-K, filed with the commission for the year ended August 31, 2024 was effective.

 Management believes that a controls system, no
matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 This Annual Report on Form 10-K does not include
an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to SEC rules that permit us to provide only management's
report in this Annual Report on Form 10-K.

 Changes in Internal Controls Over Financial
Reporting:

 There were no changes in our internal control
over financial reporting during the quarter ended August 31, 2025 identified in connection with the evaluation thereof by our management,
including our Principal Executive Officer and Principal Financial Officer, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 Rule 10b5-1 Trading Plans

 During the quarter ended August 31, 2025, none
of the Company's directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the
purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange
Act or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

 PART III MANAGEMENT

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 Executive Officers and Directors

 The following table sets forth certain information,
as of August 31, 2025, with respect to our directors and executive officers.

 Directors serve until the next annual meeting
of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers
serve for such terms as determined by our board of directors. Each officer holds office until such officer's successor is elected
or appointed and qualified or until such officer's earlier resignation or removal. No family relationships exist between any of
our present directors and officers.

 Name

 Position

 Reggie James

 Chief Operating Officer, Senior Vice President and Executive Director

 Linda Perry

 Principal Executive Officer, Principal Financial Officer and Executive Director

 The following is a brief account of the business
experience of each of our Directors and Executive Officers:

 Reggie James – As of April 1, 2011,
Mr. Reggie James oversees all critical aspects of the acquired operating business and flagship brand of the public company which has received
numerous industry awards and recognition in the industry for their innovative and impactful services. Mr. James has been involved in the
commercial element of the internet since its inception and has been instrumental in driving forward business models that are commonplace
today. Previously he founded and sold three start-up entrepreneurial ventures. The sale of Digital Clarity to DBMM, a public company,
is the next stage of leadership.

 A well-equipped leader, trained as a serial entrepreneur from experience,
Mr. James established products for Ziff Davis, AltaVista and Yahoo! Each success has been a defining force in shaping and
evolving digital media landscapes, which connect the early digital disruptions he designed to current AI and technology, driving the next
stage of development.

 Linda Perry – Ms. Linda Perry is
currently Principal Executive Officer, Principal Financial Officer and an Executive Director. She has had an extensive career in global
and entrepreneurial businesses. Ms. Perry consults to the boards of directors of several Fortune 50 companies globally and is industry
agnostic. While living in Europe, she was the senior advisor to the Board of Directors of The Balli Group, where her role was to
integrate the acquisition of Klockner & Co. The acquisition resulted in the creation of the world's largest steel, multi-metal,
distribution, and trading company. Prior to that, she was appointed a director and a member of the Executive Committee of Churchill
Insurance Group, Plc., a division of the Credit Suisse Group. The Company was reorganized and sold within the industry for
 2.3 billion GBP. She was a senior executive at ExxonMobil Corporation holding senior management positions with global responsibility
in finance, marketing, and organization (described as corporate governance, management succession and executive compensation.) The latter
role was under the aegis of the Board of Directors, entitled Compensation, Organization and Executive Development Committee/COED, of which
she was a member. Ms. Perry holds an MBA from Harvard University. She has been a visiting lecturer/professor at IMD, Lausanne, Switzerland,
INSEAD, Fontainebleau, France and the Stern School of Business at New York University throughout her career.

 We believe that all our directors are qualified
to serve on our board of directors based on their experience and their diversity of background.

 Board Committees

 We currently have standing committees on our Board of Directors. The
audit committee and nomination /compensation committee are listed below.

 Audit Committee

 We have established an Audit Committee of the
Board of Directors. The Audit Committee duties include a recommendation to our Board of Directors the engagement of independent auditors
to audit our financial statements and to review our accounting and auditing principles. The audit committee will review the scope, timing
and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants,
including their recommendations to improve the system of accounting and internal controls.

 Nomination/Compensation Committee

 We have established a Nomination/Compensation
Committee of the Board of Directors. The Nomination/Compensation Committee reviews and approves our total remuneration, including compensation
of executive officers. The Nomination/Compensation Committee will also administer our stock option plans and recommend and approve grants
of stock options under such plans.

 Compensation of Directors

 All directors are officers and their compensation
are included on the summary compensation table (Item 11).

 Compliance with Section 16(A) of the Exchange
Act

 Our common stock was registered pursuant to Section
12 of the Exchange Act during the fiscal years ended August 31, 2025 and 2024. Accordingly, our officers, directors and principal shareholders
were subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act during each year.

 Code of Ethics

 On December 1, 2004 we adopted a Code of Ethics
that applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Controller and to persons
performing similar functions. A copy of our Code of Ethics was previously filed as an Exhibit to our annual report on Form 10-KSB for
the year ended August 31, 2004. A copy of our Code of Ethics will be provided to any person requesting the same without charge. To request
a copy of our Code of Ethics please make a written request to us.

 ITEM 11. EXECUTIVE COMPENSATION

 SUMMARY COMPENSATION TABLE

 None of our executive officers or employees received
compensation in excess of $100,000 during fiscal 2025 and 2024, except as follows:

 Name Principal Position

 Fiscal

 Year

 Ended

 ($)

 Salary

 ($)

 Bonus

 ($)

 Stock

 awards

 ($)

 Option

 awards

 ($)

 Nonequity

 incentive

 plan

 compensation

 ($)

 Nonqualified

 deferred

 compensation

 earnings

 ($)

 All other

 Compensation

 ($)

 Total

 Reggie James

 2025

 $
 169,815
 (1)

 -

 -

 -

 -

 -

 -

 $
 169,815

 Executive Director

 2024

 $
 163,219
 (2)

 -

 -

 -

 -

 -

 -

 $
 163,219

 Linda Perry

 2025

 $
 150,000
 (3)

 -

 -

 -

 -

 -

 -

 $
 150,000

 Executive Director

 2024

 $
 150,000
 (3)

 -

 -

 -

 -

 -

 -

 $
 150,000

 (1)

 For the fiscal year ending August 31, 2025, Mr. James earned $ 169,815 of which $115,815 has been paid to Reggie James. $54,000 remains unpaid.

 (2)

 For the fiscal year ending August 31, 2024, Mr. James earned $ 163,219 of which $109,219 has been paid to Reggie James. $54,000 remains unpaid.

 (3)

 For the fiscal years ended August 31, 2025, and 2024, Ms. Perry earned $150,000 each year, of which $0 has been paid, $300,000 remains unpaid.

 OPTION/SAR GRANTS IN LAST FISCAL YEAR

 No stock appreciation rights were granted to the
named executives during the fiscal years ended August 31, 2025 and 2024.

 LONG TERM INCENTIVE PLAN AWARDS

 No long-term incentive plan awards to the named
executive officers during the fiscal years ended August 31, 2025 and 2024.

 EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT,
AND CHANGE-IN-CONTROL ARRANGEMENTS

 In April 2011 the Company agreed to compensate
a Company Officer, Reggie James, for monthly remuneration of $4,500 for his duties as Senior Vice President and Executive Director of
DBMM and Digital Clarity. Mr. James was appointed Co-Chief Operating Officer during fiscal year 2013, and in August, 2021 Chief Operating
Officer.

 In September 2010 the Company agreed to compensate
a Company Officer, Linda Perry, for annual remuneration of $150,000 for her role as a consultant and as Executive Director. She also was
appointed Principal Executive Officer and Principal Financial Officer, in October 2011, for US interface to provide oversight for external
regulatory reporting requirements. In addition, Ms. Perry is lead executive for capital funding requirements and business development.

 REPORT ON REPRICING OF OPTIONS/SARS

 During the fiscal years ended August 31, 2025,
and 2024 we did not adjust or amend the exercise price of any stock options or SARs.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth information with
respect to the beneficial ownership of our common stock known by us as of August 31, 2025 by, (i) each of our directors, (ii) each of
our executive officers, and (iii) all of our directors and executive officers as a group. The percentages in the table have been calculated
on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares
of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges
owned by such person at said date which are exercisable within 60 days of such date. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power
may be shared with a spouse.

 Name of Beneficial Owner and/or Beneficially Own
Shares of Restricted Common Stock percentage owned:

 (1) Reggie James*

 7,982,328

 Less than 1%

 (2) Linda Perry*

 7,972,579

 Less than 1%

 All Directors and Executive Officers as a Group (2 persons)

 15,954,907

 The officers as a group hold 1,200,000 Restricted
Preferred Shares, under the designation terms of Preferred Stock-Series 1.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

 None.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit Fees

 The aggregate fees billed to us by our principal
accountants for services rendered during fiscal 2025 and 2024 are set forth in the table below:

 2025

 2024

 Audit Fees (1)

 $
 40,500

 $
 38,225

 (1)
 Audit fees represent fees for
professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or regulatory filings.

 Audit Related Fees. We incurred fees to our independent
auditors of $-0- for audit related fees during fiscal years ended August 31, 2025, and 2024.

 Tax and Other Fees. We incurred fees to our independent
auditors of $-0- for tax and other fees during the fiscal years ended August 31, 2025, and 2024.

 Audit Committee ' s Pre-Approval
Practice.

 For fiscal years ended August 31, 2025 and 2024,
the Audit Committee pre-approved all audit and permissible non-audit services provided by our independent auditors.

 ITEM 15. EXHIBITS

 The following Exhibits are being filed with this
Annual Report on Form 10-K:

 Exhibit
 Number

 Description

 3.1(1)

 Articles of Incorporation of the Registrant, as amended.

 3.2(8)

 By-laws of the Registrant, as amended.

 10.3(4)

 Share Exchange Agreement, dated March 20, 2007, by and among the Company, Atlantic Network Holdings Limited, New Media Television (Europe) Limited and the Outside Stockholders Listed on Exhibit A Thereto.

 10.1(5)

 Share Exchange Agreement, dated March 30, 2010, between Digital Brand Media & Marketing Group, Inc., and Cloud Channel Limited.

 10.2(5)

 Rescission Resolution of Share Exchange Agreement, dated March 20, 2007, by and among Digital Brand Media & Marketing Group, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited.

 10.3(5)

 Share purchase Agreement between Cloud Channel Limited and Bitemark MC Limited.

 10.4(5)

 Share purchase Agreement between Cloud Channel Limited and Stylar Limited.

 10.4(6)

 Amendment to Share Exchange Agreement, dated March 31, 2010, between Digital Brand Media & Marketing Group, Inc., and Cloud Channel Limited.

 10.5(6)

 Amendment to Share Purchase Agreement between Cloud Channel Limited and Bitemark MC Limited.

 10.6(6)

 Amendment to Share Purchase Agreement between Cloud Channel Limited and Stylar Limited.

 10.7(8)

 Rescission Resolution of Share Exchange Agreement, dated March 31, 2010, between Digital Brand Media & Marketing Group, Inc. and Bitemark MC Limited

 10.8(9)

 Agreement to purchase LLC interests

 10.9(10)

 Amendment to agreement to purchase LLC interests

 10.10(11)

 Mutual Rescission and Release

 14.1(3)

 Code of Ethics

 31.1*

 Section 302 Certification of Executive Director

 32.1*

 Section 906 Certification of Executive Director

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 (1)
 Previously filed as an exhibit to the Company's Registration
Statement on Form SB-2 filed with the Commission on March 27, 2002.

 (3)
 Previously filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended August 31, 2004.

 (4)
 Previously filed as an exhibit to the Company's Current
Report on Form 8-K filed with the Commission on March 21, 2007.

 (5)
 Previously filed as an exhibit to the Company's Current
Report on Form 8-KA filed with the Commission on April 9, 2010.

 (6)
 Previously filed as an exhibit to the Company's Current
Report on Form 8-KA filed with the Commission on July 15, 2010.

 (8)
 Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended August 31, 2011.

 (9)
 Previously filed as an exhibit to the Company's Current
Report on Form 8-K Filed with the Commission on June 12, 2012.

 (10)
 Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended August 31, 2012.

 (11)
 Previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 2013.

 *
 Filed herewith

 Signatures

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 Date: November 28, 2025

 By:

 /s/ Linda Perry

 Principal Executive Officer

 Principal Financial Officer

 Executive Director

 In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Date: November 28, 2025

 By:

 /s/ Linda Perry

 Principal Executive Officer

 Principal Financial Officer

 Executive Director

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