Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Digital Brand Media & Marketing Group, Inc. | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,127,475 | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 4,414,975 | |
Entity Public Float | $ 44,150 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | dbmm |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 34,185 | $ 52,747 |
Accounts receivable | 80,175 | 74,511 |
Prepaid expenses and other current assets | 1,363 | 1,481 |
TOTAL CURRENT ASSETS | 115,723 | 128,739 |
Property and equipment - net | 5,934 | 6,223 |
TOTAL ASSETS | 121,657 | 134,962 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 537,808 | 442,917 |
Accrued salaries | 582,713 | 470,640 |
Loan payable | 290,800 | 218,300 |
Derivative liability | 356,009 | 305,207 |
Convertible debentures | 828,693 | 552,063 |
TOTAL CURRENT LIABILITIES | 2,596,023 | 1,989,127 |
Liabilities | 2,596,023 | 1,989,127 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Series 1 | 1,970 | 870 |
Common Stock | 4,415 | 3,614 |
Additional paid-in capital | 9,760,175 | 9,724,799 |
Other comprehensive loss | 3,579 | (12,796) |
Accumulated deficit | (12,244,505) | (11,570,652) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (2,474,366) | (1,854,165) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 121,657 | $ 134,962 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Balance Sheet (Parenthetical) | ||
Property and equipment - net | $ 5,934 | $ 6,223 |
Convertible debentures | 828,693 | 552,063 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 10,000,000 | 10,000,000 |
Common Stock, issued | 4,414,975 | 3,613,791 |
Common Stock, outstanding | 4,414,975 | 3,613,791 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 4,000,000 | 4,000,000 |
Preferred 1 Stock, par value | $ 0.001 | $ 0.001 |
Preferred 1 Stock, designated | 2,000,000 | 2,000,000 |
Preferred 1 Stock, issued | 1,970,185 | 870,185 |
Preferred 1 Stock, outstanding | 1,970,185 | 870,185 |
Preferred 2 Stock, par value | $ 0.001 | $ 0.001 |
Preferred 2 Stock, designated | 2,000,000 | 2,000,000 |
Preferred 2 Stock, issued | 0 | 0 |
Preferred 2 Stock, outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Income Statement | ||||
SALES | $ 111,192 | $ 79,902 | $ 368,384 | $ 292,341 |
COST OF SALES | 78,237 | 47,561 | 242,862 | 152,103 |
GROSS PROFIT | 32,955 | 32,341 | 125,522 | 140,238 |
COSTS AND EXPENSES: | ||||
General and administrative | 41,605 | 64,792 | 178,580 | 165,507 |
Compensation Expense | 51,000 | 89,999 | 171,000 | 379,627 |
Legal and professional fees | 64,901 | 76,886 | 196,369 | 200,572 |
TOTAL OPERATING EXPENSES | 157,506 | 231,677 | 545,949 | 745,706 |
OPERATING INCOME (LOSS) | (124,551) | (199,336) | (420,427) | (605,468) |
INTEREST EXPENSE | (65,647) | (147,129) | (261,623) | (542,698) |
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY | (6,593) | 591,106 | 8,198 | 122,400 |
TOTAL OTHER (INCOME) EXPENSE | (72,240) | 443,977 | (253,425) | (420,298) |
NET INCOME (LOSS) | (196,791) | 244,641 | (678,852) | (1,025,766) |
OTHER COMPREHENSIVE INCOME | ||||
Foreign exchange translation expense | 58 | (1,271) | 16,375 | (2,175) |
COMPREHENSIVE INCOME (LOSS) | $ (196,733) | $ 243,370 | $ (657,477) | $ (1,027,941) |
BASIC AND DILUTED - LOSS PER SHARE | $ (0.05) | $ 0.19 | $ (0.16) | $ (1.64) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic and Diluted | 3,731,085 | 1,294,236 | 4,124,203 | 625,407 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Statement of Cash Flows | ||
Net loss | $ (673,852) | $ (1,025,766) |
Fair value of preferred shares issued for compensation | 5,834 | 144,985 |
Fair value of shares issued for interest | 72,480 | |
Depreciation | 2,447 | 1,398 |
Amortization of debt discount | 195,688 | 417,592 |
Change in fair value of derivative liability | (8,198) | (122,400) |
Accounts receivable | (5,666) | (5,171) |
Prepaid expenses and other current assets | 118 | 4,860 |
Accrued salaries | 112,073 | 151,395 |
Accrued interest | 60,766 | |
Accounts payable and accrued expenses | 71,963 | 73,765 |
Net cash used in operating activities | (238,827) | (296,862) |
Purchase of fixed assets | (2,158) | (493) |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (2,158) | (493) |
Bank overdraft | (23,150) | |
Proceeds from convertible notes payable | 160,000 | 149,000 |
Proceeds from loans payable | 79,500 | 252,600 |
Payments made for loans payable | (40,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 239,500 | 338,450 |
NET INCREASE (DECREASE) IN CASH | (1,485) | 41,095 |
EFFECT OF VARIATION OF EXCHANGE RATE OF CASH HELD IN FOREIGN CURRENCY | (17,077) | (2,175) |
Cash and Cash Equivalents, Period Increase (Decrease) | (18,562) | 38,920 |
CASH - BEGINNING OF PERIOD | 52,747 | 18,015 |
CASH - END OF PERIOD | 34,185 | 56,935 |
Stock issued in connection with conversion of debentures - value | 399,228 | |
Conversion of preferred stock into common stock | 110 | 26,956 |
Conversion of notes payable into common stock | 7,000 | |
Conversion of interest expense into convertible notes payable | $ 2,200 | |
Debt discount associated with derivative liability | 247,000 | |
Debt discount associated with convertible debt | 274,650 | |
Conversion of notes payable into convertible debt | $ 450,300 |
Nature of Business and History
Nature of Business and History of The Company | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Nature of Business and History of The Company | N ature of Business and History of the Company Digital Brand Media & Marketing Group, Inc. (f/k/a RTG Ventures, Inc.) is an OTC:PK listed company. The Company was organized under the laws of the State of Florida on September 29, 1998. The Company also strategically focuses on developing the business of its wholly owned and revenue generating online marketing services company, Digital Clarity. With deep DNA in its operating market, blending the services of an experienced professional workforce leveraging a technology offering would position the company in a strong, forward looking structure. Digital Clarity operates in the growing area of digital marketing that helps companies make the most the digital economy focusing on areas such as Search Engine Marketing (Google, Yahoo! & Bing), Social Media (Twitter, Facebook & LinkedIn) and Internet Strategy Planning including Design, Analytics and Mobile Marketing. From 2013-2015 the Company has been honing its business model to be the differentiating service provider in digital marketing space to its clients and prospective business as DBMM grows into one of the leaders in the industry going forward. Today, DBMM Group crafts, designs and executes digital marketing strategies across multiple ad platforms and social media networks for a broad array of clients to help each of them establish a uniform brand identity across the digital universe. The product offering is a unique value proposition of intelligent analytics provided by an experienced digital marketing and technology team. Therefore DBMM Group is a blend of data, strategy and creative execution. The Company approved a 1 to 1,000 Reverse Split of its shares of common stock, effective July 17, 2015. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse stock split as if the transaction had taken place as of the beginning of the earliest period presented. The Authorized Shares have been reduced by an equal proportion to 10,000,000. |
Going Concern
Going Concern | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Going Concern | Going Concern The accompanying unaudited consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit of approximately $12.2 million and a working capital deficiency at May 31, 2015 of approximately $2.5 million. The Company has incurred a net loss of approximately $670,000, and used cash in operation of $239,000 for the nine-months ended May 31, 2015. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by seeking long term financing which may be in the form of additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
Basis of Consolidation
Basis of Consolidation | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Basis of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary RTG Ventures (Europe), Ltd. All significant inter-company transactions are eliminated. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance For Doubtful Accounts | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Accounts Receivable and Allowance For Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of allowance for doubtful accounts. The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. The Company did not recognize an allowance for doubtful accounts as of November 30 and August 31, 2014, respectively. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Revenue Recognition | Revenue Recognition The Company follows the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. |
Property and Equipment
Property and Equipment | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years). Property and equipment consisted of the following: May 31, 2015 August 31, 2014 (Unaudited) (Audited) Estimated life: 3 to 5 years $ 17,620 $ 15,462 Computer and office equipment (11,686) (9,239) Less: Accumulated depreciation $ 5,934 $ 6,223 Depreciation expense amounted to $ 2,447 and $1,398 for the nine-month periods ended May 31, 2015 and 2014, respectively. |
Use of Estimates
Use of Estimates | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes
Income Taxes | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. |
Earnings (loss) Per Common Shar
Earnings (loss) Per Common Share | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Earnings (loss) Per Common Share | Earnings (loss) per common share The Company utilizes the guidance per FASB Codification ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti-dilutive. Such securities have been excluded from per share computations as of May 31, 2015 and 2014. The anti-dilutive securities amounted to 5,879,736 and 60,608 as of May 31, 2015 and August 31, 2014. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Companys financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1 Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3 Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. The Company did not have any Level 2 or Level 3 assets or liabilities as of May 31, 2015, with the exception of its derivative liability which are valued based on Level 3 inputs. Cash is considered to be highly liquid and easily tradable as of May 31, 2015 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for Accounting for Derivative Instruments and Hedging Activities. Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to Convertible Debentures for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Derivative Liabilities | DERIVATIVE LIABILITIES The Company assessed the classification of its derivative financial instruments as of May 31, 2015, which consist of convertible instruments and rights to shares of the Companys common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. During the nine-month period ended May 31, 2015 and 2014, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. Accordingly, the Company has recognized a derivative liability in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter and in determining which valuation is most appropriate for the instrument (e.g., Binomial method), the expected volatility, the implied risk free interest rate, as well as the expected dividend rate. Changes in the derivative liabilities during the nine-month periods ended May 31, 2015 and 2014 are as follows: Balance at August 31, 2014 $305,207 Embedded conversion features at issuance 59,000 Changes in fair value of derivative liabilities (8,198) Balance, May 31, 2015 $356,009 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Stock Based Compensation | Stock Based Compensation We account for the grant of stock options and restricted stock awards to employees in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation. |
Foreign Currency Translation
Foreign Currency Translation | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations. |
Business Combinations
Business Combinations | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Business Combinations | Business Combinations In accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805") the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may require an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. We regularly review all new pronouncements that have been issued since the filing of our Form 10-K for the nine-month period ended May 31, 2015 to determine their impact, if any, on our financial statements. The Company does not expect the adoption of any of these standards to have a material impact once adopted. |
Debt Disclosures
Debt Disclosures | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Debt Disclosures | LOANS PAYABLE May 31, 2015 August 31, 2014 (Unaudited) Loans payable $ 290,800 $ $218,300 The loans payable are due on demand, are unsecured, and are non-interest bearing. During the nine-month period ended May 31, 2015 and 2014, the Company modified terms with existing or new lenders for loans payable aggregating $0 and $450,300, respectively. Substantially all modifications consist in adding conversion terms to such notes. During the nine-month period ended May 31, 2015, the Company issued 200,000 shares of its common stock, to satisfy principal obligations aggregating $7,000. During the nine-month period ended May 31, 2015 and 2014, the Company received loan proceeds of $79,500 and $252,600, respectively. CONVERTIBLE DEBENTURES At May 31, 2015 and August 31, 2014 convertible debentures consisted of the following: May 31, 2015 August 31, 2014 (Unaudited) Loans payable $ 828,693 $ 688,751 Unamortized debt discount (0) (136,688) Total $ 828,693 $ 552,063 The Convertible Debentures mature through May 2015, some of which are payable on demand and bear interest at ranges between 6% and 15%. The convertible debentures are convertible at ratios varying between 50 and 55% of the closing price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for a period of 5 days prior to conversion. As of May 31, 2015, an aggregate of $515,743 of convertible debenture have matured. During the nine-month period ended May 31, 2015 and 2014, the Company modified terms with existing or new lenders for loans payable aggregating $0 and $450,300, respectively. Substantially all modifications consist in adding conversion terms to such convertibles debenture. During the nine-month period ended May 31, 2015 and 2014, the Company issued 700,205 and 1,541,716 shares of its common stock, respectively, to satisfy its obligations pursuant to the original terms of the underlying debt agreements under principal repayments aggregating $27,207 and $401,229, respectively. Additionally, the Company issued 100,979 shares of its common stock to satisfy interest pursuant to certain convertible debentures during the nine-month period ended May 31, 2015. The fair value of the shares of common stock amounted to $4,236 during such period and has been recorded as interest expense. During the nine-month period ended May 31, 2015 and 2014, the Company generated proceeds of $160,000 and $149,000, respectively, from the issuance of convertible promissory notes payable. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock Issuances | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Common Stock and Preferred Stock Issuances | COMMON STOCK AND PREFERRED STOCK Preferred Stock- Series 1 and 2 The designation of the Preferred Stock- Series 1 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Companys Preferred Stock- Series is convertible into 53.04 shares of the Companys common stock, at the holders option and with the Companys acquiescence, and has three votes per share. The designation of the Preferred Stock- Series 2 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Companys Preferred Stock- Series is convertible into one share of the Companys common stock, at the holders option and with the Companys acquiescence, and has no voting rights. In October 2013, 385,000 shares of Preferred Stock-Series 1 Designation were issued to three officers of the Company. These shares are valued at $144,985, based on the trading price of the common shares into which the preferred shares are convertible. This amount was recorded as compensation expense. In October 2014, 1,100,000 shares of Preferred Stock Series 1 Designation were issued to three officers of the Company. These shares are convertible at a ratio of 1 preferred share to 53.04 common shares. These shares are valued at $5,834 based on the trading price of the common shares of $0.0001 into which the preferred shares are convertible. This amount was recorded as compensation expense. Common Stock During July 2014, the Company increased its number of authorized shares of common stock to 10,000,000,000. Its preferred stock remains at 4,000,000, authorized shares both with $0.001 par value. The Company approved a 1 to 1,000 Reverse Split of its shares of common stock, effective July 17, 2015. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse stock split as if the transaction had taken place as of the beginning of the earliest period presented. During the nine-month ended May 31, 2015, and 2014, the Company issued 700,205 and 1,541,716 shares, respectively, of its common stock to satisfy its obligations under conversion features of convertible debt aggregating $27,207 and $401,229, respectively. Additionally, the Company issued 100,979 shares of its common stock to satisfy interest pursuant to certain convertible promissory notes. The fair value of the shares of common stock amounted to $4,236, which has been recorded as interest expense. |
Foreign Operations
Foreign Operations | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Foreign Operations | FOREIGN OPERATIONS As of March 31, 2015, all of our revenues and a majority of our assets are associated with subsidiaries located in the United Kingdom. Assets at May 31, 2015 and revenues for the nine-month period ended May 31, 2015 were as follows: United States Great Britain Total Revenues $ - $ 368,384 $ 257,192 Total revenues $ - $ 368,384 $ 257,192 Identifiable assets at May 31, 2015 $ 691 $ 120,966 $ 121,657 As of August 31, 2014, all of our revenues and a majority of our assets are associated with subsidiaries located in the United Kingdom. Assets at August 31, 2014 and revenues for the year ended August 31, 2014 were as follows: United States Great Britain Total Revenues $ - $ 417,607 $ 417,607 Total revenues $ - $ 417,607 $ 417,607 Identifiable assets at August 31, 2014 $ 4,564 $ 130,398 $ 134,962 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Basis of Presentation | Basis of Presentation The interim consolidated financial statements of Digital Brand Media & Marketing Group, Inc. (we, us, our, DBMM or the Company) are unaudited and contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for a full year or for previously reported periods due in part, but not limited to, availability of capital resources, the timing of acquisitions, and the sensitivity of our business to economic conditions. The accompanying unaudited consolidated financial statements have been prepared, in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. You should read these interim financial statements in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K/A for the year ended August 31, 2014. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May. 31, 2015 | |
Notes | |
Subsequent Events | SUBSEQUENT EVENTS The Company approved a 1 to 1,000 Reverse Split of its shares of common stock, effective July 17, 2015. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse stock split as if the transaction had taken place as of the beginning of the earliest period presented. The Authorized Shares have been reduced by an equal proportion to 10,000,000. |
Debt Disclosures_ Schedule of L
Debt Disclosures: Schedule of Loans Payable (Tables) | 9 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of Loans Payable | May 31, 2015 August 31, 2014 (Unaudited) Loans payable $ 290,800 $ $218,300 |
Debt Disclosures_ Convertible D
Debt Disclosures: Convertible Debt (Tables) | 9 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Convertible Debt | May 31, 2015 August 31, 2014 (Unaudited) Loans payable $ 828,693 $ 688,751 Unamortized debt discount (0) (136,688) Total $ 828,693 $ 552,063 |
Property and Equipment_ Schedul
Property and Equipment: Schedule of Property, Plant and Equipment (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Details | ||
Property, Plant and Equipment, Gross | $ 17,620 | $ 15,462 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 11,686 | 9,239 |
Property, Plant and Equipment, Net, Total | $ 5,934 | $ 6,223 |