UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
Digital Brand Media & Marketing Group, Inc.
(Name of Issuer)
Common Stock, Par Value $0 .001
(Title of Class of Securities)
25385H104
(CUSIP Number)
April 11, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ 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 disclosures provided in a prior cover page.
The information required on 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 | |||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Beaufort Capital Partners, LLC |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
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| 3. | SEC
USE ONLY |
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 75,000,000 | ||
| 6. | SHARED
VOTING POWER 75,000,000 | |||
| 7. | SOLE
DISPOSITIVE POWER 75,000,000 | |||
| 8. | SHARED
DISPOSITIVE POWER 75,000,000 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,000,000 |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.57% |
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| 12. | TYPE
OF REPORTING PERSON (see instructions) 4.99% |
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| CUSIP No. 25385H104 | 13G | |||
Item 1.
| (a) | Name
of Issuer Digital Brand Media & Marketing Group, Inc. | |
| (b) | Address of Issuer’s
Principal Executive Offices 747 Third Ave, New York, NY 10017 | |
Item 2.
| (a) | Name
of Person Filing Beaufort Capital Partners, LLC | |
| (b) | Address of the
Principal Office or, if none, residence 660 White Plains Road; Suite 455, Tarrytown, NY 10591 | |
| (c) | Citizenship United States of America | |
| (d) | Title of Class
of Securities Common Stock, .001 par value | |
| (e) | CUSIP Number 25385H104 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 75,000,000 | |||
| (b) | Percent of class: 5.57% | |||
| (c) | Number of shares as to which the person has: 75,000,000 | |||
| (i) | Sole power to vote or to direct the vote 75,000,000 | |||
| (ii) | Shared power to vote or to direct the vote 75,000,000 | |||
| (iii) | Sole power to dispose or to direct the disposition of 75,000,000 | |||
| (iv) | Shared power to dispose or to direct the disposition of 75,000,000 | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 ¨.
Instruction. Dissolution of a group requires a response to this item.
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
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not 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. | ||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not 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. | ||||
| CUSIP No. 25385H104 | 13G | |||
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.
| April 11, 2014 | |||
| Date | |||
| /s/ Robert P. Marino | |||
| Signature | |||
| Robert P. Marino, Managing Member | |||
| Name/Title |