UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11062 / May 18, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20862

In the Matter of 

 the Registration Statement of

 Digi Outdoor Media, Inc.,

 35332 S.E. Center Street

 Snoqualmie, WA 98065

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE 

PROCEEDINGS PURSUANT TO 

SECTION 8(d) OF THE 

SECURITIES ACT OF 1933, 

MAKING FINDINGS AND 

ISSUING STOP ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative proceedings be, and hereby are, instituted pursuant 

to Section 8(d) of the Securities Act of 1933 (“Securities Act”) to determine whether a stop order 

should issue suspending the effectiveness of the registration statement of Digi Outdoor Media, 

Inc. (“Digi” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative Proceedings Pursuant to Section 8(d) of the Securities Act of 1933, Making 

Findings, and Issuing Stop Order (“Order”), as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. Respondent is a Nevada corporation, now headquartered in Spokane, Washington, 

with its principal place of business in Washington, DC. 

2. Respondent is in the business of constructing and installing digital and other 

outdoor signs on buildings to sell signage space for advertising. 

3. On February 13, 2015, Respondent Digi filed a Form S-1 registration statement 

with the Commission (File No. 333-202105) seeking to register the offer and sale of 9,000,000 

shares of common stock for $0.50 per share in a public offering (the “Registration Statement”). 

The Registration Statement has not become effective.

4. At the time Respondent filed its Form S-1 registration statement with the 

Commission it was being managed by Donald E. MacCord, Jr. (“MacCord”), acting as 

Respondent’s CEO, and Shannon D. Doyle (“Doyle”), acting as Respondent’s CFO, both of 

whom later pled guilty in the case known as United States v. MacCord and Doyle filed on 

November 28, 2017 in the United States District Court for the Northern District of California as 

Case No. CR 17-00592 WHA (the “Criminal Case”).

5. On December 4, 2017, the Commission filed a civil injunctive action against 

Respondent, its then CEO, MacCord, and its then CFO, Doyle, in the Western District of 

Washington alleging violations of, among other provisions, Section 17(a) of the Securities Act 

and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 

thereunder. 

6. In its complaint, the Commission alleged that from 2013 through 2014, MacCord 

and Doyle engaged in a fraudulent scheme in which they misappropriated more than $2 million 

from investors in Digi, a digital outdoor signage advertising company based in Spokane, 

Washington and Washington, DC. Rather than use the money raised from investors to build and 

install digital and other advertising signs in the Washington, DC area, MacCord and Doyle used 

investor money for personal use. 

7. Additionally, the complaint alleged that MacCord and Doyle made materially 

false and misleading statements and omissions in a registration statement filed with the 

Commission on Form S-1 in February 2015. 

8. The United States Attorney’s Office for the Northern District of California filed 

an indictment under seal against MacCord and Doyle in the United States District Court for the 

Northern District of California on November 28, 2017. The indictment was unsealed on 

December 4, 2017 (U.S. v. Donald MacCord and Shannon Doyle, Case No. CR-17-00592-001 

WHA (N.D. Cal.). On September 11, 2018, MacCord pleaded guilty to conspiracy to commit 

wire fraud in violation of Title 18 U.S.C. § 1349, and on April 2, 2019 the court sentenced 

MacCord to 30 months of incarceration. On November 13, 2018, Doyle pleaded guilty to
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conspiracy to commit wire fraud in violation of Title 18 U.S.C. § 1349, and on May 21, 2021, 

the court sentenced him to 8 months incarceration and 8 months home confinement. 

9. In connection with MacCord’s and Doyle’s guilty pleas, they both admitted that 

Digi needed to obtain leases from landlords and property owners that allowed Digi to build and 

install advertising signs on the landlords’ real property. MacCord and Doyle raised money from 

investors that they told investors would be used to fund Digi’s operations and construction of 

signs, and then misappropriated that money from Digi to use for their own personal benefit.

MacCord and Doyle falsely stated the number of actual, signed leases into which Digi had 

entered, and the corresponding number of actual signage sites on which Digi had the right to 

build signs. 

10. The Registration Statement filed by Respondent, during the time it was managed 

by MacCord and Doyle, includes untrue statements of material facts and omits to state material 

facts necessary to make the statements contained therein not misleading concerning: (1) 

Respondent’s entry into leases necessary to install signs on buildings; (2) Respondent’s reported 

assets; and (3) related party disclosures as required by Item 404 of Regulation S-K.

11. Specifically, the Registration Statement describes Respondent’s business and 

states:

We have entered into approximately fourteen long term sign space 

lease commitments covering 76 (outdoor and indoor) sign sites with 

third party land owners ranging from 10 to 25 years, and are in 

negotiations for multiple additional locations. These leases are 

substantially identical in their terms, and were made in the ordinary 

course of developing our business.

This statement is false because Respondent, at the time managed by MacCord and Doyle, had 

only four leases covering 22 sites when it filed its S-1 in February 2015.

12. The Registration Statement discloses certain “Related Party Transactions,” but 

fails to disclose a Washington state entity, Signworks LLC (“Signworks”), as a related party as 

required by Item 404 of Regulation S-K. Signworks was established in 2012 and purportedly 

performed sign construction and installation work. Respondent’s then CEO MacCord and then 

CFO Doyle controlled Signworks. Doyle controlled Signworks’s bank accounts. Doyle created 

Signworks invoices purporting to reflect work performed for Digi. Digi paid the invoices 

although in many cases no work was performed in connection with the invoices. MacCord and 

Doyle misappropriated Digi investor funds through Signworks. 

13. The Registration Statement also contains materially false and misleading financial 

statements. Respondent’s balance sheet in the S-1 includes the payments to Signworks as assets 

identified as “Construction in Progress.” In fact, Respondent did not have leases for many of the 

properties identified in the Signworks invoices and had not performed sign construction or 

installation work at those properties. Under Generally Accepted Accounting Principles, an 

arrangement only qualifies as a lease if it “conveys to the purchaser (lessee) the right to control 
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the use of the underlying property, plant, or equipment.” ASC 840-10-15. Absent a tenant 

relationship with the landlord or owner of the properties identified in the Signworks invoices, 

there was no basis to capitalize the expenditures as any future benefit to Respondent would be 

contingent on entering into a lease arrangement. Because the Signworks invoices accounted for 

more than 90% of Respondent’s reported assets, the balance sheet in the S-1 materially 

overstated Respondent’s assets.

14. These misstatements and omissions in the S-1 are material because they are likely 

to mislead reasonable investors about Respondent’s ability to generate revenue and its prospects 

for success. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction specified in the Respondent’s Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 8(d) of the Securities Act, that

the effectiveness of the Registration Statements filed by the Respondent is suspended.

By the Commission.

Vanessa A. Countryman

Secretary