SPECIAL SHAREHOLDER UPDATE No.1 — September 9, 2024
The Management of Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM” along with Digital Clarity (“DC”) is taking an unusual step and sharing a shareholder’s remarks over the onslaught of false statements on a chatroom, particularly on Friday. The shareholder was frustrated that if the response was posted, it would be removed, and the corrections be suppressed or ignored. Further, the shareholder wanted to attempt to protect shares in the public market by going on record. The shareholder forwarded the remarks to the Management at mailto:info@dbmmgroup.com, and we decided because DBMM has articulated the admonition that shareholders should do their own due diligence as the disinformation has been rampant for years. Because the bashers have done damage to the Company in the past and despite actual events, those same bashers continue to twist any circumstances to be consistently negative.
In the Management analysis, an example of a reference to Roger Bailey (RB) from almost 15 years ago in Post 351519 and 351520 illustrated that Bashers are dangerous and know nothing about facts and what their interference could have caused. In Post #351520, “RB, I remember him. He had some pretty damning tales to tell about management.” That means you were both around when the Company rescinded its deal in which RB was an Officer because he did not meet the Conditions of Closing and assets put forth were encumbered (film studio) and unaudited assets overvalued. The Company protected its shareholders.
FYI— Thereafter, Roger Bailey was sanctioned by the FSA in London, and precluded from ever being a Director again. The business folded and the other Officer went to jail and also was never allowed to be Director again. All facilitating payments to predecessor company were retained by DBMM as contributions to capital because of false documentation discovered by DBMM. (DBMM 10-K 2010-2011).
Totally wrong again guys and Interference by bashers is self-evident and damaging to the Company thinking you have “gotchas” and 10+ years ago (almost 15) you were talking to the other side of a prospective deal. That was dumb as a rock, as you had no role and injected yourselves. And here you are touting how clever you are quoting RB’s trash talk of DBMM Management. This is why today everything is in wraps externally with NDAs to avoid interference.
The Company is reiterating its shared support to continue the effort to stop the disinformation and fictional speculation, which is never accurate. To this end, we are sharing the response.
The company and long shareholders are really sick to death of the bashers who have OTC bad actors and short sellers on their speed dials for 15+ years. No more revisionist history. This will be dealt with in due course as the Company has stated. The US defamation laws are clear and have been the source of successful lawsuits, especially the past couple of years. DBMM is building a firm business foundation and has met every hurdle. The Company meets its hurdles every time and will not allow a market event to be conflated by bashers. Naysayers continuously try and conflate events, often using upside-down chronology, to try and damage the Company, which also damages its shareholders.
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TO ALL SHAREHOLDERS FROM A FELLOW SHAREHOLDER
SHAREHOLDER RESPONSE TO Post 351514, (Posted as a stickie on Friday and removed on Saturday – wonder why?). Then 351517, 351519, 351520, 351521, 351522.
As a portfolio investor, I do very little in alternative investments, and DBMM was carefully chosen. Personally, I do not trade, I buy and I sell usually very long-term, as only interested in long-term situations. I am very supportive of DBMM based on the business, the management and the outlook. However, have never met the Management nor spoken with them. My decision to purchase shares in the public market was based on a shareholder friend who mentioned it and hundreds of hours of my continuing due diligence, including learning about the digital marketing industry and how Digital Clarity, a management consultancy, will have a competitive advantage.
As a shareholder, I believe the amount of basher interference and damage done to this Company by name-calling, lies and fictional twisting of actual events can be actionable. Even though they are never right, they remain. Wonder why that is? Would any of us continue and pretend good intentions?
But still, the bashers when desperate and following the puppetmaster, particularly on weekends, when prospective new shareholders have the time to check out the OTC. Repeat: The bashers old template doesn’t work which is simply wearing down a company. Their motivation is obvious and the Company will deal with that.
My overall take is the BS which goes on in the OTC is appalling and is why it is not a proper exchange. Nevertheless, I saw the opportunity, and the long-term outlook with proper investors. The cashflow provided will take the Company forward and has since their original investments in 2017 and their goal is to get the Company to NASDAQ ultimately when criteria is met. The Company’s OS has not changed since June, 2023. And yes, Threeflight, 2 RSs were required for the business in 2013 and 2015. In addition, filings which state all corporate debentures ceased being issued in 2015 and ceased execution in 2016. That is contrary to your reference to “many” RSs, then the statement that over 9 years later, another is “within a few months.” Wrong! Your opinion without facts is false and, with intended malice over 10+ years later.
As stated in earlier Updates, the outlook is bright with the support in place. No amount of OTC bashing will change that.
I have done extensive due diligence on this Company and your view of over 10 years ago is unprofessional, and frankly in a vacuum, lacking facts, context, perspective and the last 10 years of events that have taken place. Otherwise, your posts when Barber whistles are very whiney. Most adults put on their big-boy pants and move on. As an adult, you made your own decisions, after all. Plenty of people made plenty of money in this Company. The Porsches’ stories were common knowledge.
Given the timeframe you provided, 10+ years, that is when you chose to sell your shares. Your own decision. Exactly what adults do. You are a non-shareholder and have been, but blaming external market events to be some conspiracy theory involving DBMM? But Barber asked you to interfere again to add to their conspiracy – and you did!
So you swan back in 10+ years later at the behest of a basher, just like you did the last time trying to create chaos inferring there is some conspiracy theory to conflate and blame DBMM for a market occurrence which will be corrected just like after your last interference a few months ago, replete with the same or a derivation of out-of-context false information. Didn’t believe you last time and don’t believe you now.
Let’s put the last 10+ years in perspective of actual events. The Company plan post-acquisition, was faced with a series of mitigating circumstances through no fault of its own as acknowledged by the SEC. The Company addressed them and ultimately prevailed. The chronology is repeated below:
The acquisition of Digital Clarity was put in neutral and perhaps the timeline below, all are stated facts from a wide variety of public sources to provide a complete history of why the Company could not move ahead at that time as intended. The first mitigating circumstance was the SEC Mandate to Reaudit though stated “nothing to do with DBMM.”
Reminder of facts.
- Acquisition completed 2012
- Reaudit (3yrs) required through no fault of DBMM Nov 15,2013.
- Asher litigation Feb 2014
- Company completed Reaudit and filed all Amended K’s and Q’s (see EdGAR) seamlessly and chronologically in mid- Sept 2014.
- Cost of Reaudit $157,300.
- Mitigating circumstances caused delayed filings starting with 10-K 2015
- Administrative Proceeding for delayed filings May 16,2017
- New LTIs cashflow financing Oct 2017 starting with Cure
- Delayed Filings cured May 31, 2018
- Settlement with Asher at 50% discount. Their CDs canceled. June 18, 2018.
- Clearance through sponsoring broker, FINRA, Removal of CE and events below
- Final Order SEC Dismissal June 2, 2023.
- FORWARD All metrics up, UPLIST to QB then NASDAQ step by step when criteria met
- New significant software client in Austin, Texas. Geographic growth in the US.
- Strategic Alliance is win #12, provides change management and organization design consulting to optimize internal companies with DC external digital marketing to increase ROI for all parties.
- Representation for DC in Irvine, CA. in April 2024
As a shareholder, I admire the Company’s tenacity and strongly believe, that no one will get in DBMM’s way, the company met every one of the many, significant hurdles to get a Final Dismissal from the SEC for delayed filings, already dismissed by a legal Standing Order by an ALJ. DBMM will always prevail, e.g. CE removed before Dismissal Final Order, FINRA approval through a sponsoring broker, and long-term cashflow. The public record is there. Others would have walked away, but this Management didn’t and made key decisions about the way forward with long-term investors. They are following the blueprint. Bashers do not understand the ethos of relationships with long-term proper investors.
Those who wish DBMM ill and have been maliciously and without any merit posting nonsense for years. The Company has stated in Updates that intends to make the illustrative case of damage by 24/7/365 hammering.
The SEC Financial Disclosure Regulations that advises the sources for shareholder information as documented public information, not opinions from those who neither have the expertise, education nor experience to advise. People need licenses to give financial and/or legal advice.
The Company has the right experts and advisors who have proven results. Specifically, accountants and auditors have CPAs, MBAs and licensing and continuing education, legal advice are LLBs, and often MBAs also Continuing Education requirements.
No bashers need to “guarantee” a certain event or claim “DBMM is not long for this world“, in 50,000+ negative posts over 15+ years with no approvals or authority for their statements.
In a word, shareholders should put a pin in my response as stated in a number of Updates. DBMM is going forward with a blueprint in a timeframe that will ensure sustainability and benefit all stakeholders. They are staying the course, and I appreciate the Company keeping us informed. Every Company has peaks and valleys in the growth phase but then learns from both, evolves, and moves on. I am staying the course and ignoring the desperate interference until it is gone.
[end of response]
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The DBMM Management is sharing this perspective because it is time to look forward. Continuous reference to events 10+ years ago, is a false equivalency. Circumstances were very, very different, it is ignorance to say the Company is doing the same thing. DBMM, through its flagship DC is developing sophisticated, full service, management consultancy in a growth mode. It is ludicrous, to try and and scare shareholders with relentless negative pressure regarding DBMM in the moment. Anything to depress pps and encourage the release of shares has been the motive of bashers. The Marketmakers are anxiously covering .
Exchanges are quite vulnerable to political instability or unexpected events which cause chaos. Professionals use these situations as opportunities and this is where lack of experience shines bright.
The market turmoil last week throughout the US-Markets, e.g. the Exchanges primarily and as a knock-on effect, platforms like the OTC, while the world is awaiting the expected cut of interest rates by Fed Chairman Powell, in the near term. This is expected in the next week or two. The market was positioning and the Management will provide some facts and perspectives in Shareholders Update #2. September 9, 2024. – link
In the interim, repeat: The tedious 10+ year, revisionist history nonsense from the troll brigade, should be ignored. DBMM moving forward on schedule, with support. Many companies in growth mode wish they had supportive relationships like DBMM has.
We have prepared a second Update to address the market uncertainty effect which caused Friday’s volatility.
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.