Special Shareholder Update 3
Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), along with its brand, Digital Clarity (“DC”), a fully integrated management consultancy specializing in the optimal marketing of B2B tech companies, today wants to address the continuous disinformation in a chatroom.
Following the Special Shareholder Updates 1 & 2 (Link to 1 / Link to 2) – which we strongly advise you to reference, the company feels it is important for all shareholders to be aware of the misinformation, which is continuously spewed publicly in a chatroom.
Firstly, DBMM’s flagship Digital Clarity is continuing to make inroads in complex markets and is beginning to show positive new business opportunities as it executes its blueprint that has been shared and highlighted in previous updates as it evolves toward a full management consultancy. Investors, stakeholders, and supporters can be confident in the potential for significant returns. The strategic focus on key markets ensures that the consultancy will not only become a leader in the B2B tech marketing space but also set new standards of excellence in the industry – a key differentiator and badly needed.
Despite the facts put forward by the company in Special Shareholder Update No. 1, the false flags bashing continues by the same group. Ask yourself why?
Let’s deal with facts
This communication addresses the relevant facts and responds to any erroneous assertions regarding the accrued compensation category in the historic 10-K.
“Verifiable Discrepancies” as characterized by a consistent naysayer with no shareholding, expertise nor experience. This is a dangerous continuing behavior.
Contrary to the assertions made, no verifiable discrepancies have been identified. The individual raising these claims lacks a proper understanding of the specific category they are referencing. The Company reaffirms its position that all regulatory laws and regulations have been followed. Furthermore, the Company is reliant on information and conclusions derived from qualified professionals, including but not limited to, accountants, auditors, attorneys, and regulatory authorities. Why are determinates from the designated advisors, called into question by a non shareholder? Simpy to create chaos. It is simply a lack of knowledge.
Without understating the basis for this category, one cannot assume that the speculation is correct via a kindergarten approach by adding up numbers. Any attempt to undermine or question these experts without basis is unsubstantiated and creates unnecessary confusion and disruption. No one has the right to question the experts by individuals in a chat room who have no business acumen or experience. An attack on the company is also an attack on the company’s accountants, auditors, and lawyers – and beyond, all of whom have been approved by the SEC.
Erroneous Statements and Harm to DBMM
The Company wishes to reiterate that false and misleading statements related to legal and financial matters are unequivocally actionable. Such actions appear to be part of a deliberate attempt to inflict harm upon DBMM and are considered a threat to the company – a continued pattern of behavior. Speculative commentary without factual backing not only misleads but can also cause material damage.
The Company is fully aware of these ongoing speculative statements, without merit, and the intent behind them is clear—to disrupt and destabilize. DBMM, however, has consistently overcome these hurdles, and the defamatory nature of these posts, as evidenced (in this case) by over 9,000 such communications and over 50,000 in conjunction with similar entities, has been duly noted. It is also worth noting that the posters do not have the requisite education or business experience to demand information or details that are not mandated by any regulation. That is why fully compliant companies have advisors approved by the SEC. There is no other conclusion, but that this behavior constitutes a personal vendetta, as demonstrated by the ongoing campaign of falsehoods.
Defamation and Legal Implications
The Company’s actions, including but not limited to financial decisions, have been duly reviewed, vetted, and approved by licensed advisors, including attorneys, accountants, and auditors. Each of these professionals possesses the appropriate licenses, education, and experience to provide legal and financial guidance. Any assertion to the contrary is not only misleading but also constitutes defamation, in its most classic legal sense.
Defamatory statements are actionable under the law, and individuals face consequences for such behavior. Defamation has serious consequences, and your statements risk exposure to such penalties.
Disclaimers on posts
In U.S. law, disclaimers are not automatically legally binding, and their enforceability depends on the context, clarity, and applicability. If a disclaimer is to cover deliberate disinformation, it will be open to challenge in court. One cannot continually write defamatory posts under a personal disclaimer and think it is binding – it is not.
Facts Concerning Accrued Compensation
As a matter of corporate finance, it is fundamental that all companies, including DBMM, have the legal right to defer or accrue salaries and/or expenses. This is not limited to current officers. Any suggestion to the contrary is factually incorrect. For example, consultants hired during the early stages of DBMM’s operations were compensated in accordance with the then-applicable regulations, including relevant S-8 filings, many of which have since been modified or cancelled.
The treatment of accrued compensation may vary based on evolving rules and regulations. This is an area governed by multiple considerations, none of which are understood by the individual raising these issues. The statements made in this regard reflect a fundamental misunderstanding of PCAOB / SEC corporate accounting principles.
Most important is the false conflation of ‘Items ‘and ‘ Notes‘ in 10-Ks and ‘Notes‘ in 10-Qs. Then we have the fictional narratives that this poster has contrived for years to damage and defame DBMM.
‘Items’ are mandated in 10-K. Items are under instructions from SEC. The SEC has excluded many 10-K. ‘Items’ in the 10-Q’s. The 10-K is the annual audit, in which Item 11 is Executive Compensation. ‘There is no Item requirement for Accrued Compensation.’ It is merely a point in time ‘Note’ in the Financial Statements.
‘Notes’ follow the Financial Statements and are the point in time details which are prepared by the designated experts. The instructions are different and there is no intended tie points, rather many different inclusions and exclusions comparing two (2) years. Aggregated numbers are the point in time of the report, just like ‘Net Loss,’ or other line categories.”
Conflation is a troll’s favorite disinformation tool to twist and turn. DBMM continuously has had to correct disinformation from the same group. It has to stop and the Company is dealing with the matter in due course.
Once again, companies have the ability to defer or accrue salaries and/ or expenses contracted with many others. Not just the existing officers. More ignorant speculation. Consultants were hired in early DBMM days, and there are S-8 filings, but rules have changed since. This would have been included in accrued comp and taken off the books when canceled, settled or otherwise. You simply have no understanding.
In DBMM, accrued compensation et al, is compensation not paid. It has been in the financial statements as all other financial information for many years. This has been advantageous for the Company and its shareholders, it allowed hurdles to be met. The poster has no experience of corporate accounting.
The Company’s filings with the Securities and Exchange Commission (SEC) are fully compliant with all applicable requirements. For instance, DBMM recently sought and obtained approval from the SEC, for the “Derecognition of Liabilities,” which is duly reflected in its recent filings. This action pertains to staff and others from a now-dissolved division. It should be noted that accrued compensation reflects compensation not yet paid but remains an integral component of the Company’s financial reporting, having been documented for many years, and then removed.
The continuous attempt of negative disinformation must cease
In light of an ongoing campaign of falsehoods and speculative statements, the company continues to be on record that these attempts of disinformation and manipulation must stop. The Company’s Management has continually protected its shareholders, despite the naysayers. The company has reached a bright line.
The facts, as presented herein, speak for themselves. DBMM will not allow baseless allegations to disrupt its operations or harm its reputation, and will not hesitate to act to protect its shareholders, employees, and business interests.
Linda Perry and Reggie James
DBMM Management
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.