DBMM SHAREHOLDERS UPDATE – December 5, 2019
The Management of Digital Brand Media & Marketing Group, Inc. (DBMM) appreciates the investor support it has received since our last Update on April 18, 2019. The last update, to provide some context, is available on the website. LINK
In July, 2018, DBMM cured its outstanding SEC filings, and coincidently confirmed its intent before the Administrative Proceedings and following that action, to always file the requisite SEC reports in a timely fashion. The Company has accomplished just that to date, which represents 16 months of timely filings following the cure.
On November 12, 2019, Judge Carol Fox Foelak filed an Initial Decision granting the Company’s Motion for Summary Disposition for a Dismissal on March 21, 2019. The Initial Decision was granted under Rule 360 of the Commission’s Rules of Practice.
Under those guidelines, the Division of Enforcement filed a Petition to Review on the 21st day of the Decision, as allowed.
To be clear a petition for review is not a formal appeal.
The Company stands behind the Judge’s measured and thoughtful decision which was researched into the unusual mitigating circumstances inherent in this matter from its genesis and so stated in the Decision.
The Company sees the Decision as extremely positive from the longest tenured ALJ Judge and the facts stated in legal terms as to the extenuating circumstances, the Company’s efforts and results in addressing them, one by one. Nevertheless, the Company and its Attorney in this Matter, are dismayed at the waste of resources required to address an attempted continuation of a Matter duly adjudicated.
As the Company’s Attorney has stated the Division was over-reaching with incorrect, misleading and personal animus not allowed in the law. Courts do not allow for that behavior–particularly when it is blatantly inaccurate and the company is fulfilling its promises to the court.
For new investors, a bit of background, as stated in the Judge’s Decision; It started with a required re-audit in 2013 through no fault of DBMM as stated by the SEC at the time, two-weeks preceding a filing of that year’s 10-K, causing the Company to become immediately non-compliant, thus triggering a litigation brought by a toxic lender.
Transactions to that point with the lender had been managed successfully. Asher’s litigation caused all other non-toxic lending sources of funding to cease. To the Company’s credit, all that is behind us. The Company has been tenacious and successful in, one by one eliminating the hurdles facing the parent company all the while continuing the operating company revenues. The amazing thing is Digital Clarity continued to receive industry awards and receive accolades for its product and the quality with which it is delivered. An incredible foundation to build on.
The Management believed in the value proposition and the potential in the future then and now and going forward, and we have demonstrated our tenacity and delivered results because we believe in the business. Over 16 months ago the delinquencies were cured, the litigation was settled and all filings have been submitted on a timely basis. The Company intended to get back to normal business, normal trading and scaled geographic growth following a plan which has been in neutral since the matter began. That is where we are today. The Company has sourced new long-term investors, providing cash flow/ working capital which will continue until we reach a TBD cross-over point to profitability. Along the way, we intend to acquire additional scale to service new global clients–the model has not changed.
The Company’s strategy continues to follow the Judge’s Decision, and a request for review by the Division is procedural at best.
To reiterate, a petition for review is not a formal appeal.
The company intends to invoke an expeditious resolution and is developing options with its attorney.
Furthermore, the Company’s 10-KA for 2019 was filed, link documenting the Company’s action steps to show its good faith and promises kept during an extremely challenging time is apparent and irrefutable.
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.