SHAREHOLDER UPDATE – APRIL 13, 2023
Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), and its brand, Digital Clarity (“DC”) is concurrently sharing its latest update with the SEC EDGAR filing for its 2Q2023 10-Q.
Following the last Shareholder Update on March 27, 2023, the Company’s management has been diligently conducting a number of initiatives, with ongoing financial management, and new business development, as part of its commitment for Best Practice underlying all filings.
This will be the company’s 15th timely SEC 10-K/10-Q filing since the Dismissal on November 12, 2019, by ALJ Carol Fox Foelak. As has been the case since then, the Dismissal remains the Standing Order. During the 2Q2023 period, the Company returned to normal trading, following the 15c2-11 application clearance by FINRA naming Glendale as the Company’s Market Maker which preceded the removal of the Caveat Emptor (“CE”) on December 20, 2022 by OTC Markets. Each major plateau established the Company’s firm foundation to return to normal business with the closure of the SEC Matter. The Company continues to ask patience of its shareholders. There is a plan and we are executing the plan which includes doing what is required to close the SEC Matter.
As shared in March 13th Update,
“The CE was subsequently removed following OTCM instructions, with an Uplisting next step following OTCM guidance and criteria.”
That process has served DBMM well and we will continue to do so. Patience also has served shareholders and the Company well.
When reviewing the aforementioned 2Q2023 10-Q filing, with emphasis on the MD&A, a few highlights and comments:
– Improvement of 74% over same period 2022, and 27% for 6-month period.
– The Company sees a positive, demonstrated business outlook which will increase revenues based on the step-by-step approach implemented and shared in earlier Updates.
Reduction in Aged Debt
– Following strategy of removing one lender holding aged Convertible Debentures at a time via settlement, certain CDs have been canceled, along with interest and derivative liabilities, which have been removed in all relative portions of the Financial Statements. This quarter, 7.5 million shares were issued to remove the aged debt and the Lender permanently.
– Because the 2Q2023 had highly volatile pps, it is important to explain aspects of DL which are really in the weeds and were intended to illustrate a worst-case scenario for Convertible Debentures conversion, exacerbated by volatility in pps.
– In filing, read sections entitled “Derivative Liabilities,” “Fair Value of Financial Instruments” and “Convertible Instruments” (pgs 9-10). The reporting guidelines were established by the SEC in 1997, and were made more rigorous after the Enron debacle. DLs are required inclusions in 10-Ks and 10-Qs irrespective of whether they apply, as is the case with DBMM as a fully reporting company.
– DBMM is settling each aged Convertible Debenture to the benefit of the Company, so the terms of the CDs are irrelevant and canceled. Yet, the pps volatility still must be calculated and carried as a liability, which generates a paper loss until the liability is canceled.
– Ultimately, as CDs are settled and canceled, DBMM will have no DLs and the liability will be 0, instead of wildly fluctuating every quarter and negatively impacting the balance sheet, and generating a net loss which is nothing more than a paper loss which never materializes.
– DLs have been confusing in the past, so particularly in the 2Q when the pps had significant volatility, we wanted to define the requirement and explain why DBMM is an anomaly. The Company looks forward to all aged debt being extinguished as a priority, as it has since 2020. DBMM management has found this situation very frustrating and worthy of explanation.
Settlement of UK Rent Dispute
– The dispute was due to the UK lockdown restrictions caused by the global pandemic. The matter has been in negotiations over several months.
– As a subsequent event on April 1, 2023, the Company and the landlord reached a settlement. The Company benefitted from the agreement.
Dissolution of RTG Ventures (Europe) Limited
– A dormant DBMM subsidiary, RTGVE, was dissolved and removed from Companies House in February, 2023, and from DBMM, the holding company’s organization, coincidentally.
– This streamlines the structure for DBMM’s non-US activities through Stylar/Digital Clarity.
– Allows the removal of certain liabilities associated with RTGVE from the balance sheet in the 3Q2023.
The point of including these items in the Update is that the 10-Q is the Company’s public voice to discuss the Financial Statements as the Company’s evolving narrative.
The 2Q2023 was a good quarter starting with the CE being removed and progress in returning to earlier revenues and implementing the blueprint for growth while targeting an acquisition going forward.
Now turning from the financial and structural foundation for the business, a few comments on progress thus far.
Reggie James, the Founder and Managing Director of DC and the Chief Operating Officer of DBMM, said, “Digital Clarity, as the operating unit of DBMM, is dedicated to pursuing growth opportunities while increasing its financial position. The Company has a positive outlook for the future, driven by strong demand for its services, and once investment is executed it expects this growth to continue in the coming years.”
James added, “Even under strained global market conditions, Digital Clarity has been attending and receiving positive indications from medium to large companies who look to navigate their organizations through a changing and challenging digital landscape. As a consultancy, DC provides its clients with a competitive advantage.” As such, the Company continues its advisory services under NDAs.
The Company is also benefiting from the continued support of its long-term investors (LTIs). These investors are fully vetted and likeminded, and have a strong track record which speaks for itself and is documented in the financial statements since October 2017of supporting the Company. The Company has been assured that its investors have belief in its strategy and will continue to execute its growth strategy. Shareholders know that it is happening.
The Management suggests that all stakeholders reference the last two (2) Updates of March 13, 2023, and March 27, 2023, for specifics. It is particularly important to note that the cash flow financing support is now $1.8 million since the LTIs became investors beginning with the Cure in the late fall of 2017. It is also important to note that cash flow financing is used throughout the digital industry. It smooths growth and returns through increased revenues and pps.
Lastly, regarding external interference, those whose careers for years have been directed at false statements and misinformation are replete in the OTC. As shareholders are aware, the naysayers’ motives 24/7/365 are self-interest, monetized white noise. Ignore them as supporters and stakeholders know what has taken place to position the Company for success. Results are shared when they occur with no nonfactual hypotheticals.
DBMM has always been devoted to protecting its shareholders by building shareholder value, and the Management remains optimistic about the future for all its stakeholders. The delivery of the best future remains a work in progress, and we are on the journey together and have been proven to be stronger together. We look forward to the next step, and thank all our investors and supporters.
Linda Perry and Reggie James
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.