SHAREHOLDER UPDATE — NOVEMBER 29, 2023
DBMM 10-K UPDATE OF 2023 FISCAL YEAR
Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), and its brand, Digital Clarity (“DC”) filed its 10-K with the Securities & Exchange Commission via EDGAR today and, as part of best practice adopted by the company, have coincidently issued this update providing facts, data and information all in context, to put all stakeholders on the same page. Public audited reports are the best source of accurate metrics.
It is important to point out that the Company returned to normal business on June 2, 2023, the 4th and last quarter of the 2023 fiscal year. The 2023 year has been full of progress with certain reported events which finally saw all mitigating circumstances positively concluded, step-by-step.
In order to focus on the facts in a transparent, pragmatic, and integrated way, the company has distilled the 10-K and broken the update into digestible chunks to allow shareholders to read, and save for future reference and comparison, as the Company grows and metrics continue to increase quarter-to-quarter.
Following a period marked by both unprecedented challenges and notable achievements, the Company encourages all investors, shareholders, and stakeholders to read the 10-K and reflect on the journey that a small company like DBMM has been on, and how far it has come. 2023 had many challenges, and the global landscape has evolved significantly, with the lingering effects of the COVID-19 pandemic, geopolitical tensions, and economic uncertainties casting a long shadow over businesses worldwide. The Shareholder Update will chronologically address the major events, a breakdown of the financials, and a forward-looking operational 2024 with no regulatory overhang. Going forward, all resources in time and money will concentrate on growth and sustainability as the Company has finally returned to normal business, albeit only in the 4thQ, so progress both organically, and by strategic partnerships and target acquisition(s) is already underway in fiscal year 2024.
During the fiscal year 2023, the labor-intensive process concluded successfully, step-by-step as described below during which the Company received kudos from the regulators for its input as each clearance took place.
FINRA Clearance
Following a sponsor’s Form 211 submission, FINRA clearance under Reg 6432 and SEA Rule 15c211 took place on October 26, 2022.(1Q23)
FINRA Market Maker Approval
October 26, 2022, was also the date that Glendale Securities, Inc., the Company’s sponsor, and applicant to FINRA was designated DBMM’s, Market Maker. (1Q23)
Removal of the Caveat Emptor (CE)
Following the Initial Dismissal on November 12, 2019, by ALJ Carol Fox Foelak, the Dismissal remained the Standing Order until the Final Order on June 2, 2023. The credentialed experts agreed along the way that the removal of the Caveat Emptor from DBMM on its OTC Markets website was the next step following FINRA Clearance and approval of a market maker. Following OTCM instructions explicitly and implicitly, the Company requested the removal of the CE by OTCM. Building on extensive due diligence by the sponsoring broker, FINRA analysis and clearance, and OTCM additional analysis against their criteria. Finally, the Company was approved to return to normal trading with all restrictions lifted and the US Market open to all on December 20, 2023. (2Q23)
SEC Final Order of Dismissal
On Friday, June 2, 2023, the SEC issued an Order entitled “Order Dismissing Proceedings” as Release No. 4413, advising 42 companies that their pending Administrative Proceedings had been Dismissed. After concluding that the enforcement staff had improper access to materials meant for the commission officials ruling on those cases, all cases affected were Dismissed “to preserve the Commission’s resources.” The action affected 42 companies, including DBMM. (4Q23)
OTCQB Uplist
As included in several earlier Updates, once the CE was removed, the Company followed instructions from OTCM to Uplist to OTCQB, and that would take place after fulfilling the criteria required. That remains the Company’s strategy with guidance and oversight by OTCM. Not unexpectedly, the onslaught of short sellers and market manipulators, a campaign of pps depression was obvious and documented. However, after certain events in process are executed, as the Company is already in 2Q24, the Uplist criteria will be completed. OTCM has been very collaborative and helpful as they are the decision-makers.
OPERATIONS MD&A
The Company encourages its shareholders to read through the industry environment text which has been revised extensively to reflect the post-pandemic environment. The digital marketing evolution is dramatic and the 10-K is clear how DBMM and DC can exploit it. Our blueprint being executed is illustrative of our competitive advantage and growth anticipated, both organic and by strategic partnerships and target acquisitions.
Though not always visible, DBMM’s commitment to strategic risk management and diversification has allowed us to navigate turbulent waters, whilst addressing potential impacts on our operations. Just before and during the pandemic, DBMM’s operating business, Digital Clarity through its analysis of data and social sentiment, saw the consumer landscape change and become increasingly price-sensitive, leading to challenges in the business-to-consumer (B2C) marketing space. As consumers tighten their belts, the company adapted its marketing strategy in late 2019, and early 2020 and explored innovative ways to leverage it experience in B2B. Digital Clarity analyzed market data and found that there was a large market segment that was very badly served by the Digital marketing sector and in particular lacked a level of planning, strategy, and general, good advice when it came to sales growth and brand positioning.
Reggie James, the Founder and Managing Director of Digital Clarity and the Chief Operating Officer of DBMM, said, “Conversely, the business-to-business (B2B) sector continues to show promising growth. The need for digital acceleration, driven by the changing nature of work and increased reliance on technology, has created opportunities for our B2B offerings. Our investment in digital solutions has positioned us to meet the evolving needs of businesses seeking to enhance their operational efficiency and digital capabilities. B2B is undergoing a renaissance as business models, innovation drivers, and buyers evolve dramatically from decades prior. Now some of the most profitable companies across the globe are B2B companies.”
James went on, “The demand for sophisticated, management consulting in a brand’s marketing is set to see continued growth. With this in mind, we recently hired a business development executive as mentioned in September 2023, The Update allows us to build on the marketing consulting services segment that is forecast to increase by $41.56 billion between now and 2027 with North America estimated to contribute 36% to the growth. DC intends to seek and capture clients in that emerging market. It is happening. That trend corresponds to the brand’s growth in the US with negotiations building on existing relationships that represent substantial new client(s). Data from research company Technavio’s analysts have elaborately explained the regional trends, drivers, and challenges that are expected to shape the market during the forecast period. With the development of new research companies and the availability of various databases and business analytics tools, this North American region is a major contributor to the global marketing consulting market. Due to digitalization, various businesses and organizations in this region are adopting SaaS solutions, an area Digital Clarity understands and continues to grow.”
Strong Outlook
2024 will be part of the ongoing process of returning to normal business, it is important for all shareholders to understand that the Final Order of Dismissal was only ordered on June 2, 2023, given the challenges before and the early signs of growth since this is quite an accomplishment and bodes well for the future.
2024 will also see focused activity in professional staff and outreach activity all increasing the Company’s bottom line. 2024 is the beginning of our strategic approach to sustainable growth.
FINANCIAL STATEMENTS MD&A
Revenues
As has been the case quarter-to-quarter, DC remains cashflow positive as exhibited by Gross Profit and increased revenues in 2023 by 37%. Each quarter has been better than the year previous as the metrics tell the story. Many existing and prospective clients have the Company under an NDA as they consider us a competitive advantage.
Shareholders will see that in the Operations Financial Statements on page F-3 and the Results of Operations table on page 25 of the 10-K, the cost of sales has risen, which in turn, has had a knock-on effect on the gross profit, even though revenues have increased by 37%.
Investing in the foundations of future growth is a strategic imperative. As mentioned previously, businesses are navigating a landscape that demands resilience, adaptability, and strategic foresight. Returning to normal trading conditions is not a mere reversion to pre-pandemic practices; rather, it presents an opportunity for businesses to fortify their foundations for sustainable growth. This necessitates a comprehensive strategy encompassing human capital, sophisticated processes, and cutting-edge technology.
To be a major player in the market and show shareholder returns, DBMM alongside its flagship brand Digital Clarity, will be investing in its human capital, process, and technology.
People investment plays a pivotal role in driving innovation and achieving organizational objectives. This investment involves training and upskilling employees to meet the evolving demands of the market. It is proven that Companies that prioritize the development of their workforce create a culture of continuous learning and adaptation, fostering an environment conducive to sustained growth.
Having a well-defined and sophisticated framework for processes is essential. This includes streamlining operational workflows, implementing efficient project management methodologies, and creating agile systems to respond to market dynamics.
In turn, this allows for effective lead generation, customer relationship management, and a customer-centric approach that sets businesses apart from their competitors.
This investment also extends to upgrading servers, laptops, and other essential technological components. Embracing automation and leveraging artificial intelligence internally can enhance operational efficiency, reduce costs, and position a company as an industry leader.
Now is not the time to hold back; it is the time to invest strategically and position for long-term success. Successful businesses recognize that investment is not a one-off event but a continuous commitment to improvement and innovation. DBMM is a forward-looking business, therefore, and contrary to a one-time endeavor, building the foundations for growth is an ongoing process.
Net Loss
While the Company positions itself for a return to normal business, it also continued to remove aged debt and liabilities, through negotiations, settlement agreements, and removal of liabilities through applications of accounting regulations. By way of clarification, the Net Loss line in the Financial Statements of a small public company is meaningless as it is often affected by derivative liabilities and share price volatility. DL’s are totally a function of convertible debentures which have not been executed since 2016. They will each be settled following strategy since 2020. As an aspect of Settlement Agreements, ancillary liabilities such as interest, are canceled on aged debt. The Management believes it is important to understand the impact as DBMM intends to eliminate all aged CDs which removes all derivative liabilities. A better measurement of the components is EBITDA as shown in Pg 26. Entitled “Non-GAAP Financial Measures”. Comparing filings as significant metrics are actualized, is a far better indicator than, a one-off, point in time, datapoint.
Derecognition of Liabilities under ASC 250
The Company had recognized $49,500 of accrued expenses as a general reserve for legal fees with no identifiable law firm or vendors in fiscal 2011. No law firms or similar vendors have made a claim regarding this accrual or other legal expenses since fiscal 2011, and accordingly, the Company believes that this accrued expense was recorded in error. The error resulted in an overstatement of accounts payable and accrued expenses as of August 31, 2022, and an accumulated deficit as of August 31, 2021. The liability has been removed and 2022 is restated accordingly.
Tax Carry Forward
The Company has a tax carry forward advantage of $ 6.4 million as revenues increase. That kind of assurance is advantageous when assessing strategic partnerships and acquisition targets.
MOVING FORWARD
In summary, 2023 has been an eventful year, most importantly removing regulatory overhang, and returning to normal trading and normal business, DBMM stands strong and looks forward to a very robust 2024. Our expertise in the marketing arena will allow us to capitalize on our competitive advantage by continuing to provide valuable insights and strategies to clients seeking to optimize their marketing efforts in a rapidly changing landscape. Providing decision-makers with invaluable market intelligence makes DC invaluable. The expected leverage we have initiated because of our relationships and access will have an exponential impact. The Company’s competitive advantage has been earned over the years, and the evolved business model honed as the industry has developed and allows influence with BOD decision makers. That access is further reinforced by the Long-Term investors’ support through cashflow financing. The result is growth and sustainability with clients who value Return on Investment as a long-term proposition.
Finally, DBMM’s resilience, strategic foresight, and commitment to innovation have allowed us to emerge stronger in fiscal year 2024. We remain dedicated to delivering value to our shareholders with new clients and significant increases in all metrics while navigating the evolving business landscape with agility and determination. The filings, quarter by quarter, will document the growth in real-time. Organic growth, strategic partnerships and acquisition targets are already taking place in fiscal year 2024.
The Company would like to emphasize that this 10-K is an important filing for a variety of reasons as it represents the foundation for future growth and sustainability while improving quarter to quarter. The officers thank all shareholders, long and new, for their unwavering support. It is the intention of the company to reward this loyalty with significant shareholder value as DBMM moves forward, as it already is making an impact and progress in fiscal year 2024.
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.