Digital Brand Media and Marketing Group Inc (DBMM)

[davidam]

Reggie speculated in his last interview that yet another key acquisition is in the works. We will hear from Reggie in another interview by months end. Will they be announcing another one?? As we know the company has been successfully aggressive in the acquisition mode recently. Some for good reason are concerned they are running before walking so to speak. poorly timed and managed acquisitions have crippled companies

Considering the terms of their acquisitions I am not concerned with that for the following reasons

1. They have gained Digital Clarity which is aggressively growing short term revenues for the company. They have pieced together an umbrella of companies that together will be able to execute this disruptive Technology in the very near future

2.Everyone needs to look at the unique terms of their acquisitions. Some of the best I ever seen

This is from the 10K/8-kA
Pursuant to the Share Exchange Agreement, the Registrant acquired 100% of the outstanding capital stock of RTG Ventures (Europe) Ltd from its stockholders for consideration consisting of Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. RTG Ventures (Europe) Ltd has been valued 12 months forward using forecasts submitted by them and agreed by the Company. Based on the results after 12 months, shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding the conversion. At conversion the valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast. All preferred stock will be held by the Registrant's transfer agent for the 12 month period.

Coud Channel will be allocated Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. The Convertible Preferred Shares will be issued concurrently with their conversion to common stock 12 months from March 31 st 2010.


here is some DD on the same topic

The target cost of the acquisitions is based on revenues and a 25pct + or -. Share only deals as mentioned above

BMC is being reorganized so the valuation will reflect some offsets. The key is to increase the pps, hopefully at $.10 or more a share to minimize the amount of shares issued for BMC and others.

The conversion is to restricted shares which can only be sold after being held for 6 months from conversion or March 3, 2012 for BMC.
Same type deal was issued for cloud channel and others

Furthermore, the MD of Digital Clarity owns 67pct of the converted shares of DC and the CEO of RTG owns 40pct of BMC, as he was MD of BMC prior to acquisition -as such both are insiders and can only sell shares, 6 months after conversion and then only under Rule 144 or 1pct of outstanding every 90 days. In other words, a very smooth transition at minimum cost to Company well into the future. A cost effective deal providing RTG w/assets and revenues to balance risk to shareholders.



Clarification on the terms of the acquisitions mentioned in the 8-KA
The acquisitions are NOT eligible for conversion for 12 months from the filing of the Consolidated Financials or Sept 3, 2010. See LAST 8KA filed on Sept 3, 2010, the first page of the text.

This makes the terms even better. There is no basis to use any date except that established the documented financial basis.

The conversion will take place 12 months from Sept 3, 2010.

Everything is exactly the same, but the date change gives the company 6 additional months before any conversion takes place. This is a very Company-friendly/shareholder -advantaged deal.

This is quite a masterful plan for acquisitions

I have been asked by some potential shareholders and existing shareholders why is the company running a big promo if they aren't selling shares.

The higher the share price the less shares available to be converted from the acquisitions and when the company decides to do funding it can be based on a much higher share price
additionally with all the industry leaders in New York and LA
negotiating with RTGV getting their share price out of the ditch is helpful, The undervalued share price does not need to distract what is going on with the company and technology