Replies to post #42245 on Digital Brand Media and Marketing Group Inc (DBMM)

[davidam]

The terms copied from the 10K have been posted several times. You obviously just fling things out there. Your way off base with your post do some reading before you post mis information

[Sola Fide]

The conversion note..

From the 10K:

In September 2010, the Company agreed with a third party non-affiliate to an 8% interest bearing convertible debenture for $53,000 due in nine months. The balance can be paid in full or can be converted into shares on or after March 26, 2011 at an average share price computed on the 30 days prior to conversion.

From the 10Q:

In September 2010, the Company agreed with a third party non-affiliate to an 8% interest bearing convertible debenture for $53,000 due in nine months. The balance can be paid in full or can be converted into shares on or after March 26, 2011 at an average share price computed on the 30 days prior to conversion. This convertible note contains round down provisions relative to the conversion price of the note. Effective September 1, 2010 the Company adopted (FASB ASC 815-40-15-5) ("ASC 815") " Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock " which outlines new guidance for being indexed to an entity's own stock and the resulting liability or equity classification based on that conclusion. The adoption of ASC 815 affects the accounting for convertible instruments and warrants with provisions that protect holders from declines in the stock price ("down - round" provisions). The Company recorded an initial valuation of the derivative liability equal to the amount of the estimated fair value of the embedded conversion features amounting to $53,000. The company utilized a Black-Scholes stock option valuation model to calculate the fair value of the convertible shares at the date of issuance and as of November 30, 2010. As of November 30, 2010 there has been no change in the fair value of the derivative liability.

The additional possibility is in some of the additional notes, should these "non-affiliated shareholders" get impatient or not like where the company &/or their stock price is going.
Note..there are a couple of these "non-affiliated shareholder" notes with the same provisions of "on demand".

In November 2010, an officer of the Company assigned $150,000 of debt to a shareholder, a non-affiliated third party. The debt is due on demand and bears no interest, can be paid in full or converted into shares.