SHAREHOLDER’S UPDATE — DECEMBER 7, 2022
Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), and its brand, Digital Clarity (“DC”) continue its intention to keep shareholders, long-term investors, and supporters, up to date with the company perspective and more importantly, hard facts and context. Our Updates usually follow SEC filings or time-sensitive events, while all stakeholders patiently await the return to normal business and long-awaited, normal trading.
This Update follows the practice of providing information to put all stakeholders on the same page, which includes the timely filing of yet another annual, audited report, the 10-K on November 29, 2022. We encourage all shareholders to take the time to read the MD & A carefully.
The Company’s 10-K exhibited the ongoing support of Long-Term Investors since October 2017, with others in the queue for growth through new business relationships and capital infusion. Its brand is slowly returning to 2018 revenues of $536,501, and with external hurdles behind us, growth and expansion will leverage its margins of 35-55%. We only mention these documented results as facts with transparency to eliminate the white noise of the non-shareholders playing misinformation in a loop.
The facts are since the last Update, there have been several major events that follow Management’s strategy to return to normal business and normal trading in a pragmatic way. The Company has frankly been hamstrung from the protracted SEC Matter which should have been concluded with the Dismissal from ALJ Carol Fox Foelak on November 12, 2019 as was intended by her full consideration of all issues raised and stated in the document. The fact that a Dismissal by an ALJ has never been delayed via a Petition for Review (PFR) by DOE, is simply because they can by knowing PFR’s are granted as a courtesy.
Not only is it a disgraceful waste of the Company and the Commission’s time and money, and a distraction and impediment to a return to the Company’s normal business, it is disrespectful to the Commission process. Government Agencies each have Inspector General stewardship reviews to address overreach among other bad judgment oversight.
“Protecting shareholders “ was cited in the Dismissal and the Company intends to continue that strategy. It is Management’s position that the fifth extension to March 5, 2023, is a holding pattern while other events take place. Therefore, the SEC Matter will close in due course.
In the interim, further clarified by new amendments to the SEC’s Regulation 15c2-11, instituted on September 28, 2021, the SEC delegated authority for OTC Reporting of requisite public information to OTC Markets. (OTCM). This was a very significant realignment. In that role, DBMM was acknowledged Pink Current, Unsolicited Quotes Only, by OTCM and was shifted from the Expert Market tier to Pink Current. The Caveat Emptor (CE) designation was defined as US brokers could not open US Retail Market trading while the CE remains on the symbol.
Ongoing discussions with OTCM further outlined the strategy going forward to remove the CE from the DBMM site on OTCM. The next step was for the Company to identify a sponsoring broker to make an application via Form 211 to FINRA. This is an extensive due diligence process between the Company, the broker, and FINRA. As the Company Updates of Oct 27 and Nov 7, 2022, stated: FINRA cleared the Glendale Securities application on October 26, 2022. To reiterate, “…the submitting broker-dealer has demonstrated to FINRA compliance with FINRA Rule 6432 and SEA Rule 15c2-11 when quoting a security.”
This was a major accomplishment and a major milestone for DBMM. Clearance followed Management’s one-step-at-a-time strategy so there would be no ‘do-overs,’ and be one step closer to a return to normal trading.
Once cleared by FINRA, the Company was eligible for OTCM review and removal of the CE designation, following their process. The Company made its request on October 27, 2022, and is currently in the midst of the review. Same process as FINRA, same information, but different iterative roles. It may sound a bit bureaucratic, but such are the wheels of regulation. The Company has been following the very specific guidance of OTCM compliance leaders since the new amendments took effect in September 2021 and continue to do so.
Lastly, OTCM instructions had one further criteria: “In addition to a Form 211 clearance, the company will need to remain current in its filings with the Commission”. On that note, DBMM has been proactive and established quite a track record of timely filings.
The Company wishes to thank all shareholders and investors for its continued support and once again looks forward to focusing on the future and announcing growth and business milestones and sharing the results. At that point, without distractions, the Company’s future will take shape quite quickly.
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.