INITIAL DECISION RELEASE NO. 1390

ADMINISTRATIVE PROCEEDING

FILE NO. 3-17990

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

In the Matter of :

 : INITIAL DECISION MAKING FINDINGS

DIGITAL BRAND MEDIA & MARKETING : AND REVOKING REGISTRATION

GROUP, INC., and : BY DEFAULT

INTELLICELL BIOSCIENCES, INC. : November 12, 2019

 

APPEARANCES: Samantha M. Williams, David S. Frye, and Stephan J. Schlegelmilch

for the Division of Enforcement, Securities and Exchange Commission

BEFORE: Carol Fox Foelak, Administrative Law Judge

SUMMARY

This Initial Decision revokes the registration of the registered securities of Intellicell 

Biosciences, Inc.1 The revocation is based on the company’s repeated failure to file required periodic 

reports with the Securities and Exchange Commission. 

I. BACKGROUND

The Securities and Exchange Commission instituted this proceeding with an Order Instituting 

Proceedings (OIP), pursuant to Section 12(j) of the Securities Exchange Act of 1934 on May 16, 2017. 

Each respondent’s Answer was due within ten days of service of the OIP on it. See OIP at 3; 17 C.F.R. 

§ 201.220(b). Intellicell Biosciences was served with the OIP on May 18, 2017, by U.S. Postal Service

Express Mail attempted delivery at “the most recent address shown on [its] most recent filing with the 

Commission.” 17 C.F.R. § 201.141(a)(2)(ii). It failed to file an Answer, and on June 19, 2017, an 

Initial Decision of Default revoked the registration of its registered securities. Digital Brand Media & 

Mktg. Grp., Initial Decision Release No. 1145, 2017 SEC LEXIS 1834 (A.L.J.), finality order, Exchange 

Act Release No. 81809, 2017 SEC LEXIS 3149 (Oct. 3, 2017). 

On August 22, 2018, in light of Lucia v. SEC, 138 S. Ct. 2044 (2018), the Commission ordered a 

new hearing in each pending proceeding, including this one, before an administrative law judge who 

had not previously participated in the proceeding, unless the parties expressly agreed to alternative 

procedures, including agreeing that the proceeding remain with the previous presiding administrative 

law judge. Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 SEC LEXIS 2058, 

at *2-3. Thereafter, the proceeding was reassigned to the undersigned. Pending Admin. Proc., Admin. 

Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264 (C.A.L.J. Sept. 12, 2018). 

 

1

The proceeding has ended as to Digital Brand Media & Marketing Group, Inc. Digital Brand Media 

& Mktg. Grp., Initial Decision Release No. 1389 (A.L.J. Nov. 12, 2019). 
In view of the reassignment of the proceeding, Intellicell Biosciences was afforded a new 

opportunity to file an Answer, which was due by October 12, 2018. Digital Brand Media & Mktg. 

Grp., Admin. Proc. Rulings Release No. 6082, 2018 SEC LEXIS 2593, at *4 (Sept. 25, 2018). It failed to 

file an Answer and was ordered to show cause by October 4, 2019. Digital Brand Media & Mktg. Grp., 

Admin. Proc. Rulings Release No. 6674, 2019 SEC LEXIS 2740 (Sept. 12, 2019). To date, Intellicell 

Biosciences has not filed an Answer to the OIP or responded to the order to show cause. Thus, Intellicell 

Biosciences has failed to answer or otherwise to defend the proceeding within the meaning of 17 C.F.R. § 

201.155(a)(2). Accordingly, Respondent is in default, and the undersigned finds that the allegations in the 

OIP are true as to it. See OIP at 3; 17 C.F.R. §§ 201.155(a), .220(f). Official notice has been taken of the 

Commission’s public official records concerning Respondent, pursuant to 17 C.F.R. § 201.323. 

II. FINDINGS OF FACT

Intellicell Biosciences (CIK No. 1125280)

2

is a revoked Nevada corporation located in New 

York, New York, with a class of securities registered with the Commission pursuant to Exchange Act 

Section 12(g). Intellicell Biosciences is delinquent in its periodic filings with the Commission, having 

not filed any periodic reports since it filed a Form 10-Q for the period ended September 30, 2014. As 

of May 11, 2017, the company’s stock (symbol “SVFC”) was quoted on OTC Link (previously “Pink 

Sheets”) operated by OTC Markets Group Inc., had eight market makers, and was eligible for the 

“piggyback” exception of Exchange Act Rule 15c2-11(f)(3).

III. CONCLUSIONS OF LAW

By failing to file required annual and quarterly reports, Intellicell Biosciences violated 

Exchange Act Section 13(a) and Rules 13a-1 and 13a-13. 

IV. SANCTION

Revocation of the registrations of the registered securities of Intellicell Biosciences will serve 

the public interest and the protection of investors, pursuant to Section 12(j) of the Exchange Act. 

Revocation will help ensure that the corporate shell is not later put to an illicit use involving publicly 

traded securities manipulated to the detriment of market participants. Further, revocation accords with 

Commission sanction considerations set forth in Gateway International Holdings, Inc., Exchange Act 

Release No. 53907, 2006 SEC LEXIS 1288, at *19-20 (May 31, 2006) (citing Steadman v. SEC, 603 

F.2d 1126, 1139-40 (5th Cir. 1979), aff’d on other grounds, 450 U.S. 91 (1981)), and with the 

sanctions imposed in similar cases in which corporations violated Exchange Act Section 13(a) by 

failing to file required annual and quarterly reports. See Cobalis Corp., Exchange Act Release No. 

64813, 2011 SEC LEXIS 2313 (July 6, 2011), recons. denied, Exchange Act Release No. 65118, 2011 

SEC LEXIS 2839 (Aug. 12, 2011); Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 

2009 SEC LEXIS 81 (Jan. 21, 2009); Impax Labs., Inc., Exchange Act Release No. 57864, 2008 SEC 

LEXIS 1197 (May 23, 2008); America’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 

SEC LEXIS 1241 (Mar. 22, 2007), recons. denied, Exchange Act Release No. 55867, 2007 SEC 

LEXIS 1242 (June 6, 2007); Eagletech Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC 

LEXIS 1534 (July 5, 2006). Intellicell Biosciences’s violations were recurrent, egregious, and deprived 

the investing public of current and accurate financial information on which to make informed 

decisions. 

 

2

The CIK number is a unique identifier for each corporation in the Commission’s EDGAR database. 

The user can retrieve filings of a corporation by using its CIK number. 
Failure to file periodic reports violates a crucial provision of the Exchange Act. The purpose of 

the periodic reporting requirements is to publicly disclose current, accurate financial information about 

an issuer so that investors may make informed decisions:

The reporting requirements of the Securities Exchange Act of 1934 is the primary tool 

which Congress has fashioned for the protection of investors from negligent, careless, 

and deliberate misrepresentations in the sale of stock and securities. Congress has 

extended the reporting requirements even to companies which are “relatively unknown 

and insubstantial.”

SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977) (quoting legislative history); accord eSmart Techs., Inc., Exchange Act Release No. 50514, 2004 SEC LEXIS 2361, at *8-9 (Oct. 12, 2004). 

The Commission has warned that “many publicly traded companies that fail to file on a timely basis 

are ‘shell companies’ and, as such, attractive vehicles for fraudulent stock manipulation schemes.” eSmart Techs., Inc., 2004 SEC LEXIS 2361, at *9 n.14. 

V. ORDER

IT IS ORDERED that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, 15 

U.S.C. § 78l(j), the REGISTRATION of the registered securities of Intellicell Biosciences, Inc., is 

REVOKED.

This Initial Decision shall become effective in accordance with and subject to the provisions of 

Rule 360 of the Commission’s Rules of Practice, 17 C.F.R. § 201.360. Pursuant to that Rule, a party 

may file a petition for review of this Initial Decision within twenty-one days after service of the Initial 

Decision. A party may also file a motion to correct a manifest error of fact within ten days of the 

Initial Decision, pursuant to Rule 111 of the Commission’s Rules of Practice, 17 C.F.R. § 201.111. If 

a motion to correct a manifest error of fact is filed by a party, then a party shall have twenty-one days 

to file a petition for review from the date of the undersigned’s order resolving such motion to correct a 

manifest error of fact. The Initial Decision will not become final until the Commission enters an order 

of finality. The Commission will enter an order of finality unless a party files a petition for review or a 

motion to correct a manifest error of fact or the Commission determines on its own initiative to review 

the Initial Decision as to a party. If any of these events occur, the Initial Decision shall not become 

final as to that party.3

______________________________

Carol Fox Foelak

Administrative Law Judge

 

3 A respondent may also file a motion to set aside a default pursuant to 17 C.F.R. § 201.155(b). See 

Alchemy Ventures, Inc., Exchange Act Release No. 70708, 2013 SEC LEXIS 3459, at *13 & n.28 

(Oct. 17, 2013); see also David Mura, Exchange Act Release No. 72080, 2014 SEC LEXIS 1530 (May 

2, 2014).