0001144204-14-013907.txt : 20140306 0001144204-14-013907.hdr.sgml : 20140306 20140306172406 ACCESSION NUMBER: 0001144204-14-013907 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140306 DATE AS OF CHANGE: 20140306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Brand Media & Marketing Group, Inc. CENTRAL INDEX KEY: 0001127475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 593666743 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87517 FILM NUMBER: 14674176 BUSINESS ADDRESS: STREET 1: 747 THIRD AVE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-722-2706 MAIL ADDRESS: STREET 1: 747 THIRD AVE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: RTG VENTURES INC DATE OF NAME CHANGE: 20001031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASC RECAP LLC CENTRAL INDEX KEY: 0001587933 IRS NUMBER: 460886068 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 90 GROVE STREET STREET 2: STE 108 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 2034318300 MAIL ADDRESS: STREET 1: 90 GROVE STREET STREET 2: STE 108 CITY: RIDGEFIELD STATE: CT ZIP: 06877 SC 13G 1 v370868_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

 

Common Stock, par value $0.001

  

CUSIP # 25385h104

 

March 6, 2014

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
  x Rule 13d-1(c)
  ¨ Rule 13d-1(d)

  

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
 

 

CUSIP No. 25385h104   13G Page 1 of 4

 

1.Name of Reporting Person ASC Recap LLC

 

I.R.S. Identification No. of Above Person (entities only) 46-0886068

 

2. Check the Appropriate Box if a Member of a Group   (a) ¨
      (b) x

 

3.SEC Use Only

 

4.Citizenship or Place of Organization Connecticut

 

Number of Shares
Owned by Each
Reporting Person
With
5. Sole Voting Power

59,056,800

     
6. Shared Voting Power

59,056,800

     
7. Sole Dispositive Power

59,056,800

     
8. Shared Dispositive Power 59,056,800

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person         59,056,800

 

Reporting Person holds 59,056,800 shares of Issuer’s common stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by Reporting Person, of which $9,660.00 in principal remains outstanding. The convertible promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other person or entity.

 

10.Check if the Aggregate Amount in Row 9 Excludes Certain Shares           ¨

 

11.Percent of Class Represented by Amount in Row 9 5.6%

 

12.Type of Reporting Person  PN

 

 
 

 

CUSIP No. 25385h104   13G Page 2 of 4

 

ITEM 1 (a) NAME OF ISSUER    DIGITAL BRAND MEDIA & MARKETING GROUP, INC.

 

(b)ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 747 Third Avenue, NY, NY 10017

 

ITEM 2 (a) NAME OF PERSON FILING    ASC Recap LLC

 

(b)ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

90 Grove Street, Ridgefield CT 06877

 

(c)CITIZENSHIP

 

United States of America

 

(d)TITLE OF CLASS OF SECURITIES

 

Common Stock, Par Value $0.01

 

(e)CUSIP NUMBER

 

25385h104

 

ITEM 3              If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)¨ Broker or dealer registered under section 15 of the Act
(b)¨ Bank as defined in section 3(a)(6) of the Act
(c)¨ Insurance company as defined in section 3(a)(19) of the Act
(d)¨ Investment company registered under section 8 of the Investment Company Act of 1940
(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

 
 

 

 

CUSIP No.  25385h104   13G Page 3 of 4

 

(h)¨ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(j)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

 

If this statement is filed pursuant to Rule 13d-1(c), check this box £

 

ITEM 4OWNERSHIP

 

(a)          Amount beneficially owned: Reporting Person holds 59,056,800 shares of Issuer’s common stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by Reporting Person, of which $9,660.00 in principal remains outstanding. The convertible promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other person or entity.

 

(b)Percent of class: 5.6%

 

(c)Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: 59,056,800

 

(ii) Shared power to vote or to direct the vote: 59,056,800

 

(iii) Sole power to dispose or to direct the disposition of: 59,056,800

 

(iv) Shared power to dispose or to direct the disposition of: 59,056,800

 

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following £

 

ITEM 6              OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

N/A

 

ITEM 7              IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

N/A

 

 
 

 

CUSIP No.   25385h104   13G Page 4 of 4

 

ITEM 8IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

N/A

 

ITEM 9NOTICE OF DISSOLUTION OF GROUP

 

N/A

 

ITEM 10CERTIFICATION

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  ASC Recap LLC
   
  Stephen Hicks
   
  By:  Stephen Hicks
   
  Its:  President of the General Partner
   
  Date:  March 6, 2014