SHAREHOLDER UPDATE – DBMM July 17, 2023
Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), and its operating brand, Digital Clarity (“DC”) concurrently sharing their latest Update with the SEC EDGAR filing for its 3Q2023 10-Q today.
Concluding our 3Q 2023 fiscal year, DBMM is pleased to provide an Update on the state of the company and the tremendous progress that has made over the past year. This is a fortuitous filing as it is the first filing since the SEC’s Final Order of Dismissal on June 2, 2023. Each quarter has shown improvement and that trajectory will continue.
Before we discuss the Financial Statements, we want to express Management’s gratitude to our supporters, long-term investors, shareholders, and all stakeholders, for their continued trust and support. This ongoing support has played a crucial role in our growth, and we remain committed to delivering value and maximizing returns for our shareholders. The hurdles are behind us.
The Company is benefiting from the continued support of its Long-Term Investors (LTIs). These investors are fully vetted and like-minded and each has a strong track record that speaks for itself and is documented in the financial statements since October 2017. The Company has been assured that its investors have belief in DBMM’s step-by-step strategy for each “win,” thus far. Next win to Uplist, while growing organically and by acquisition. It is important to note that cashflow financing support is now $2.1 million since their capital infusion in the Fall of 2017. Our long-term growth strategy has been highlighted in previous Shareholder Updates and recently the issuance of Press Releases.
The overreach of the DOE came to an end on June 2, 2023, with the Final Order of the Dismissal ordered initially on November 12, 2019 which had been awaiting closure by the SEC. Link
Dealing in real time, returning the Company to normal business post-Dismissal is not like pushing a button to return to normal trading. The Company is conducting new initiatives in business development while continuing with financial management in aged debt renegotiations. All initiatives streaming are intended to increase shareholder value.
Management suggests that there are lots of moving parts, and they will be integrated one step at a time. As a public company, especially on the OTC, there are a myriad of paid bashers to short stock for themselves or others, while the company will continue to deliver hard results quarter to quarter. DBMM will not share plans, ideas, strategy, or tactics that gives DBMM a competitive advantage. Trust us to deliver, with wins.
Before the Company highlights the major points of the 3Q23 10-Q filing, it is worth shareholders, long-term investors, and supporters reflecting and celebrating, how far the company has come. The DBMM story is about a company facing seemingly insurmountable obstacles. From the very onset of targeting the right acquisition in Digital Clarity, intending it to be the Flagship Brand for the parent company, DBMM had to navigate a treacherous landscape, battling skepticism, toxic lenders, overreaching regulators, and egregious litigation, all in the midst of difficult macroeconomic challenges. The Company shout-out is not only are we still here, but growing. In short, everything the company has said it would do, it has done in order to return to normal trading and then a return to normal business.
Revenues
– Improvement of 31% over the same period 2022, and a 25% increase for a 9-month period.
– There was a Gross Profit in Operations as there was in the same 3-month period in 2022, and carried through gross profit for nine-months
Read the section entitled “Earnings (loss) Per Common Shares”* See p.9 3Q2023 10-Q
– Positive Net Income, * which represents a positive gain in 3 months in 2023 compared to a Loss of $(-282,895) in the same period in 2022
According to Earnings (loss) per common shares definition,* whenever there is both positive net income and convertible debentures on the balance sheet, regulations require a calculation must take place to “assume conversion of all potentially dilutive securities outstanding.” This dilutive number is a paper number as stated in the definition and Note 5 following Financial Statements, CDs not executed since 2016. The paper only effect on the weighted average number of shares shows dilution because of the two contrary events of positive net income and CD’s which remain until they are settled and canceled, one lender at a time.
Reduction in Aged Debt
– Following the strategy of removing aged debt there will be a reduction of aged debt which took place in the 4Q23. Shown in Subsequent Events as 30 million restricted shares.
Derivative Liabilities
-As each CD is removed, so are Derivative Liabilities as described in 2Q23Update.
Settlement of UK Rent Dispute
-Reduction in liability to the lessor
Dissolution of RTG Ventures (Europe) Limited
– It is expected there will be significant liabilities removed from the balance sheet based on the dissolution of RTGVE.
Cashflow Net Losses
-Another paper loss, not a debt or a liability presents with volatility in pps and the presence of CDs and Derivative Liabilities.
Setting out the blueprint for investor awareness
The Company has been evolving the plan for investor outreach for some time, but could not execute its outreach until Final Dismissal closed. The Company is now seeking new like-minded shareholders who understand the industry in wider geographical locations. For clarity, the Company has extracted below from 3Q23 10-Q entitled “Growth in Investor Awareness and Outreach:”
“We expect that, in 2023, the strategic outreach will be directed at investors around the world who understand the digital marketplace and its expanding influence on consumer decisions. DBMM will target new investors through a global digital and traditional integrated investor outreach campaign which will be run by Digital Clarity, with third parties, as required, for distribution. In all areas, the Company will act in the interests of all stakeholders.
In the full industry context of dramatic expansion of digital footprints, there has been no direct correlation between DBMM’s revenues and its share price. Economic and industry analysts have opined that the industry multiple continues to grow to, in some cases, 25-30 times revenues. DBMM will expand its client and geographic scale, thus increasing revenues. There were matters outside of DBMM’s control that caused growth to be in neutral, and in 2020/21 the pandemic threw all planning into disarray. With capital infusion following the closure of the SEC review with a final order of the earlier dismissal, 2023 will follow the model of a growing client base and geographic reach until it achieves a TBD level of profitability. We anticipate the benchmark will replicate successful industry models in digital technology, marketing, and company transformation.”
About the Operating Business— Digital Clarity
The point of including these items in the Shareholder Update is that the 10-Q is the Company’s public voice to discuss the Financial Statements as the Company’s evolving narrative. Now turning from the financial and structural foundation for the business, a few comments on the progress thus far on the operating brand, Digital Clarity.
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, looks to maintain a significant growth momentum driven by a clear strategy, strong execution, and robust end-market trends. We are still in the early stages of capitalizing on the immense potential of our process-driven model and growing experienced team, one step at a time.”
James went on, “Digital Clarity is a respected, trusted advisor operating in the dynamic marketing consultancy sector, serving Business to Business organizations that operate in the burgeoning software and technology space. As the marketing consultancy sector continues to flourish, Digital Clarity is strategically positioned to capitalize on this rapid expansion. The need for improved customer digital experience is reflected in recent research from renowned industry analysts, and reports predict a market size of over $4 billion by 2026 and the market’s growth momentum will accelerate at a CAGR of 4.75%. Having worked with analyzing company data and web analytics, the rise in large language models in generative Ai has allowed DC to leverage its experience in this often misunderstood but growing space of Ai.”
James continued, “While AI brings enormous potential, it is essential to have experienced marketers and consultants who understand the nuances of AI-driven strategies. Digital Clarity possesses the expertise to interpret AI-generated insights, fine-tune algorithms, and optimize AI models for maximum impact. Digital Clarity’s deep understanding of both marketing principles and AI technologies ensures that businesses make informed decisions and extract the most value from their AI investments. Therefore, it is crucial to have a well-defined AI marketing strategy. Digital Clarity helps clients identify key objectives, understand the target audience, select appropriate AI tools, and integrate them seamlessly into existing marketing workflows. By aligning AI initiatives with business goals, Digital Clarity can optimize its clients’ marketing campaigns and achieve better results. We look forward to talking more about this and other initiatives.”
James added, “Digital Clarity will look to grow its team of industry experts and, combined with its technological prowess, it will position the company to capture an increasing share of the prolific marketing consultancy market. As stated in the recent Emerging Growth Conference the company is seeing new eyes on the stock as well as new business opportunities. By staying at the forefront of industry trends and delivering exceptional results for clients, Digital Clarity is confident in its ability to generate significant shareholder value. We look forward to discussing these with all stakeholders as we progress.”
In order to share the process of brand building the business, the Company updated its Creds Deck which provides a description to prospective clients of Digital Clarity’s value proposition.
DBMM has always prioritized protecting its shareholders by building shareholder value through facts, data, and established milestones, when achieved will be shared publicly. DBMM as the holding company has a competitive advantage by leveraging its Flagship Digital Clarity and its relationships. Best Practice requires each stakeholder to be a winner. While the delivery remains a work in progress, we are on the journey together and have been proven to be stronger together. In all areas, the Company will act in the interests of all stakeholders.
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.