DBMM Shareholders Update – October 4, 2021
Digital Brand Media & Marketing Group, Inc. (DBMM) Management last updated its shareholders on December 5, 2019 in order to provide a summary of its current position and also to clarify facts and strategy. Each of our filings thereafter included in the Section entitled ‘Legal Proceedings,’ “The Company is disappointed that so much time has been lost and intends to vociferously support the Dismissal after 18+ (now 23) months.”
It is encouraging that Management’s analysis as put forth in its earlier Update has been reinforced in its accuracy during the intervening period. Shareholders are encouraged to reread (Link) as the Action Plan following was incorporated and implemented.
Today’s Update focuses on:
- The Company’s Open SEC Matter- AP (Administrative Proceeding, File: 3-17990)
- The Company is designated Pink Current Under SEC 15c2-11 new rules on September 28, 2021
- The Company’s 10-K for fiscal year 2021 is in preparation
1.The Company’s Open SEC Matter (Administrative Proceeding, File: 3-17990)
In March, 2020, the world was thrown into a global pandemic. Covid-19 impacted both society and business in ways that forced rapid change to our daily lives.
This had a major impact on the open SEC Matter with the agency and its Court being closed for the duration. This year, with a new Administration, a new Chair was confirmed in Gary Gensler, succeeding Jay Clayton.
The Petition for Review (PFR) lay dormant until January, 2021 as described in subsequent filings as the Commission calling for briefings as they were new, thus briefings would be informative. For further context, we also encourage shareholders to read the Company’s brief, filed in April, 2021 by its Counsel, a renowned SEC litigator. (Link)
Most recently, and finally, the SEC Commission schedule stated that DBMM’s AP was “Pending.” Resolution will also allow DBMM to finally kick-start its Operations Growth and Investor Awareness Programs.
2. The Company is designated Pink Current Under SEC 15c2-11 New Rules On September 28, 2021.
In early 2021, the Securities & Exchange Commission highlighted that it would adopt amendments to Exchange Act Rule 15c2-11, relating to the over-the-counter (OTC) market regulatory structure. The amended rule enhances disclosure and investor protection in the OTC Market by ensuring that broker-dealers, in their role as professional gatekeepers to this market, do not publish quotations for an issuer’s security when current issuer information is not publicly available, subject to certain exceptions.
Since the SEC Matter was dismissed, DBMM has continually petitioned to OTC Markets to remove the Caveat Emptor (CE) icon on the OTC DBMM site. The argument was that the definition of CE did not describe DBMM, and therefore was false and misleading. Also, by continuing to display the CE, the Company was being damaged, both in operations and in its ability to attract a wider and more robust investor base. The Company further argued that being fully reporting fulfilled the financial public information requirement, therefore, the CE only continued because of a procedural PFR.
The CE was not removed coincident with the Pink Current designation because the process requires the Company’s initiation to remove. That action is underway.
3. The Company’s 10-K for fiscal year 2021 is in preparation.
Given the very difficult economic environment brought about by the pandemic, DBMM was very fortunate and proud in maintaining its long-term investors. Most notable, were those new investors whose funding allowed the company to cure its late filings and has provided capital infusion to keep filings current and compliant. As announced previously, in 2016, toxic lenders were eliminated and at that point the Company made a strategic decision to only engage with long term investors. That decision eliminated the option of any convertible vehicles after May, 2016. That decision has been maintained to date and for the future.
The current investors are those who support DBMM’s opportunity for award-winning digital marketing and transformation. They are partners, not just lenders.
By way of clarification, now is an appropriate time to state that misinformation directed at DBMM continues, as it has in the past, by the same offenders. Management suggests —Ignore them. They have been proven wrong again and again, yet they continue while stating they own no shares. The question remains: Who spends hours a day posting speculation for which there is no validation nor any documentation? For free? For whom are they posting— and why? Altruistic or benevolent motivation? Not likely.
Make your own decisions, make your own choices. Make them based on the facts of DBMM as a Pink Current Company which is moving forward deliberately with facts and support validated in the Company’s favor.
Join the Management of DBMM in looking forward.
Looking at 4Q2021 and 1Q22, Digital Clarity is very well-positioned to take advantage of emergence into a post-pandemic world. Futurists are beginning to describe the new economy as ‘the third wave of digital disruption leading the global economy to think and implement digital first.’
In closing, the Management continues to appreciate the ongoing support of its long-term shareholders. We share their enthusiasm and expect the recent progress to evolve into normal business and normal trading.
SAFE HARBOR PROVISIONS
The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in DBMM’s reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.