Digital Brand Media & Marketing Group Files 2024 10-K

TL;DR

DBMM filed its 2024 10-K. Looks like a standard annual report.

AI Summary

Digital Brand Media & Marketing Group, Inc. filed its 10-K for the fiscal year ended August 31, 2024. The company, formerly known as RTG Ventures Inc., is incorporated in Florida and headquartered at 845 Third Avenue, New York, NY. The filing covers their annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 10-K filing provides a comprehensive overview of Digital Brand Media & Marketing Group's financial performance and business operations for the fiscal year 2024, crucial for investors to assess the company's health and future prospects.

Risk Assessment

Risk Level: low — This is a standard 10-K filing and does not contain immediate high-risk indicators within the provided excerpt.

Key Players & Entities

• Digital Brand Media & Marketing Group, Inc. (company) — Filer of the 10-K
• August 31, 2024 (date) — Fiscal year end
• RTG Ventures Inc. (company) — Former company name
• Florida (location) — State of incorporation
• 845 Third Avenue, 6th Floor, New York, NY 10022 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value DBMM OTC Markets Indica
• $0.0033 — Board on August 31, 2024 and 2023 were $0.0033 and $0.0054 per share, respectively. As
• $0.0054 — gust 31, 2024 and 2023 were $0.0033 and $0.0054 per share, respectively. As of August 3
• $300 billion — ding on AI systems is forecast to reach $300 billion globally by 2026, with a significant po

Filing Documents

• dbmm20240831_10k.htm (10-K) — 895KB
• ex_750135.htm (EX-31.1) — 12KB
• ex_750136.htm (EX-32.1) — 5KB
• dbmm20240831_10kimg001.jpg (GRAPHIC) — 47KB
• dbmm20240831_10kimg002.jpg (GRAPHIC) — 24KB
• dbmm20240831_10kimg003.jpg (GRAPHIC) — 34KB
• dbmm20240831_10kimg004.jpg (GRAPHIC) — 5KB
• 0001185185-24-001176.txt ( ) — 4164KB
• dbmm-20240831.xsd (EX-101.SCH) — 34KB
• dbmm-20240831_cal.xml (EX-101.CAL) — 29KB
• dbmm-20240831_def.xml (EX-101.DEF) — 141KB
• dbmm-20240831_lab.xml (EX-101.LAB) — 249KB
• dbmm-20240831_pre.xml (EX-101.PRE) — 152KB
• dbmm20240831_10k_htm.xml (XML) — 334KB

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 5 Item 2. Description of Property 5 Item 3.

Legal Proceedings

Legal Proceedings 5 Item 4. Mine Safety Disclosures 5 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 6 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 7 Item 8. Consolidated Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 26 Item 9A .

Controls and Procedures

Controls and Procedures 26 PART III Item 10. Directors and Executive Officers of the Registrant 27 Item 11.

Executive Compensation

Executive Compensation 28 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 Item 13. Certain Relationships and Related Transactions 29 Item 14. Principal Accountant Fees and Services 30 PART IV Item 15. Exhibits 31

Signatures

Signatures 32 Table of Contents PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, risks related to the large amount of our outstanding term loans; history of net losses and accumulated deficits; reliance on third parties to market, sell and distribute our products; future capital requirements; competition and technical advances; reliance on a small number of customers for a significant percentage of our revenues; and other risks. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Annual Report will in fact occur.

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS ABOUT OUR BRAND DIGITAL CLARITY (DC) Digital Clarity is the trading brand for Stylar Limited, a wholly owned subsidiary of Digital Brand Media & Marketing Group, Inc (DBMM), through its offices in London, England. Digital Clarity is a leading provider of marketing consulting and advisory solutions. It empowers businesses to achieve their marketing goals through strategic insights, innovative use of technologies, AI, and a framework that accelerates growth. The company has a strong track record of success in delivering tangible results as a private company, and then as a public company, Digital Clarity is at the forefront of driving marketing change to accelerate growth and create lasting value for its clients. With a strong track record of success and a commitment to delivering tangible results, Digital Clarity is at the forefront of driving marketing change, and growth and creating lasting value for its clients. The teams' experience in business transformation provides leading strategy, deployment, and measurement to its core market sectors including SaaS, Blockchain, Fintech, Software Sales, and Technology. Digital Clarity's focus is on working with B2B tech leaders, delivering growth through a unique combination of leveraging its proven strategy, augmented with AI. The Company continues to develop and roll out marketing consulting offerings from its operating base in the UK and increasing its presence in the larger markets in the US. As an example, DC has developed a footprint in California expanding to other metropolitan areas that have a focus on technology, AI and software. The intent has always been a strategy of a cash infusion to immediately correlate to build back demand and increase revenues. Growth has always been a function of available capital. Following the challenges of Brexit, a global pandemic, and external factors beyond the Company's control, the SEC Matter was finally resolved by the Commission's Final Order

RISK FACTORS

ITEM 1A. RISK FACTORS Smaller reporting companies are not required to provide the information required by this item. 4 Table of Contents

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

DESCRIPTION OF PROPERTY

ITEM 2. DESCRIPTION OF PROPERTY DBMM's Corporate address is 845 Third Avenue, 6th Floor, New York, NY 10022. The operating headquarters is located in the UK as Stylar Ltd., trading as Digital Clarity. is on a month-to-month lease as it continues evaluating the company's growth.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS None From time to time, the Company has become or may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties and an adverse result in those or other matters may arise from time to time that may harm its financial position, or our business and the outcome of these matters cannot be ultimately predicted.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES N/A 5 Table of Contents PART II

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our common stock is currently listed for quotation on the OTC under the symbol "DBMM". PER SHARE MARKET PRICE DATA The following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share for our common stock, as reported by PinkSheets.com. Such quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions. Year Ended August 31, 2024: High Low First Quarter $ 0.0069 $ 0.0033 Second Quarter $ 0.0086 $ 0.0015 Third Quarter $ 0.0075 $ 0.0033 Fourth Quarter $ 0.0053 $ 0.0019 Year Ended August 31, 2023: High Low First Quarter $ 0.0285 $ 0.0005 Second Quarter $ 0.0394 $ 0.0088 Third Quarter $ 0.015 $ 0.0032 Fourth Quarter $ 0.0188 $ 0.0087 The last reported sale price of the common stock on the OTC Electronic Bulletin Board on August 31, 2024 and 2023 were $0.0033 and $0.0054 per share, respectively. As of August 31, 2024, and 2023, there were 121 and 121 holders of record of our common stock, respectively. DIVIDENDS We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA As a "smaller reporting company", as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information. 6 Table of Contents

MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements contained herein are forward-looking statements and should be read in conjunction with our disclosures under the heading "Forward-Looking Statements" above. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. This discussion also should be read in conjunction with the notes to our consolidated financial statements contained in Item 8. "Financial Statements and Supplementary Data" of this Report. The Company developed a document called the Creds Deck which provides a description to prospective clients of Digital Clarity's value proposition - https://www.dbmmgroup.com/wp-content/uploads/2024/03/DBMM_Creds_Deck_2024_2.pdf. Our return to normal business in the fourth quarter of 2023 faced challenges as the world shifted and attempted to stabilize a post-COVID environment with mounting inflation. 2024 was focused on a measured return to normalcy as businesses have faced enormous challenges over the past few years, and DBMM's operating business Digital Clarity, is no exception. However, for context, it is worth reminding investors and shareholders that Digital Clarity was acquired by DBMM as a cash-flow positive business with a great reputation and industry network, winning industry awards. As stated in the MD&As for many years since the acquisition of Digital Clarity, the operating business has, in most years, been cash flow-positive, but the costs of maintaining a public company far exceed the gross profit in the audited financial statements. That was expected, following the digital business model, though many digital companies do not have any operating revenues while they build the business. The business is being developed to a "to be determined" level (TBD), with all capital infusion and revenues (if any) remaining in the growth model. Going into the 2025 fiscal year, the Company's mitigati

View Full Filing

View this 10-K filing on SEC EDGAR