UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 80701 / May 16, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-17990

In the Matter of

Digital Brand Media & Marketing 

 Group, Inc., and

Intellicell Biosciences, Inc.,

Respondents.

ORDER INSTITUTING

ADMINISTRATIVE PROCEEDINGS

AND NOTICE OF HEARING 

PURSUANT TO SECTION 12(j) OF 

THE SECURITIES EXCHANGE ACT 

OF 1934

 

I.

The Securities and Exchange Commission (“Commission”) deems it necessary 

and appropriate for the protection of investors that public administrative proceedings be, 

and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 

1934 (“Exchange Act”) against Respondents Digital Brand Media & Marketing Group, 

Inc., and Intellicell Biosciences, Inc.

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENTS

1. Digital Brand Media & Marketing Group, Inc. (CIK No. 1127475) is a Florida 

corporation located in New York, New York with a class of securities registered with the 

Commission pursuant to Exchange Act Section 12(g). Digital Brand Media & Marketing 

Group, Inc. 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 May 31, 2015, which 

reported a net loss of $673,852 for the prior nine months. As of May 11, 2017, the 

company’s stock (symbol “DBMM”) was quoted on OTC Link (previously “Pink 

Sheets”) operated by OTC Markets Group Inc. (“OTC Link”), had six market makers, 

and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3). 
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2. Intellicell Biosciences, Inc. (CIK No. 1125280) 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, Inc. 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, which 

reported a net loss of over $11 million for the prior nine months. As of May 11, 2017, 

the company’s stock (symbol “SVFC”) was quoted on OTC Link, had eight market 

makers, and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-

11(f)(3). 

B. DELINQUENT PERIODIC FILINGS

3. As discussed in more detail above, all of the Respondents are delinquent in 

their periodic filings with the Commission, have repeatedly failed to meet their 

obligations to file timely periodic reports, and failed to heed delinquency letters sent to 

them by the Division of Corporation Finance requesting compliance with their periodic 

filing obligations or, through their failure to maintain a valid address on file with the 

Commission as required by Commission rules, did not receive such letters.

4. Exchange Act Section 13(a) and the rules promulgated thereunder require 

issuers of securities registered pursuant to Exchange Act Section 12 to file with the 

Commission current and accurate information in periodic reports, even if the registration 

is voluntary under Section 12(g). Specifically, Rule 13a-1 requires issuers to file annual 

reports, and Rule 13a-13 requires domestic issuers to file quarterly reports. 

5. As a result of the foregoing, Respondents failed to comply with Exchange Act 

Section 13(a) and Rules 13a-1 and 13a-13 thereunder.

III.

In view of the allegations made by the Division of Enforcement, the Commission 

deems it necessary and appropriate for the protection of investors that public 

administrative proceedings be instituted to determine: 

A. Whether the allegations contained in Section II hereof are true and, in 

connection therewith, to afford the Respondents an opportunity to establish any defenses 

to such allegations; and,

B. Whether it is necessary and appropriate for the protection of investors to 

suspend for a period not exceeding twelve months, or revoke the registration of each 

class of securities registered pursuant to Section 12 of the Exchange Act of the 

Respondents identified in Section II hereof, and any successor under Exchange Act Rules 

12b-2 or 12g-3, and any new corporate names of any Respondents.

IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking 

evidence on the questions set forth in Section III hereof shall be convened at a time and 
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place to be fixed, and before an Administrative Law Judge to be designated by further 

order as provided by Rule 110 of the Commission’s Rules of Practice, 17 C.F.R. § 

201.110.

IT IS HEREBY FURTHER ORDERED that Respondents shall file an Answer to 

the allegations contained in this Order within ten (10) days after service of this Order, as 

provided by Rule 220(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.220(b).

If Respondents fail to file the directed Answers, or fail to appear at a hearing after 

being duly notified, the Respondents, and any successor under Exchange Act Rules 12b-2 

or 12g-3, and any new corporate names of any Respondents, may be deemed in default 

and the proceedings may be determined against them upon consideration of this Order, 

the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 

221(f), and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 

201.220(f), 201.221(f), and 201.310.

This Order shall be served forthwith upon Respondents as provided for in the 

Commission’s Rules of Practice.

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law 

Judge shall issue an initial decision no later than 30 days from the occurrence of one of 

the following events: (A) The completion of post-hearing briefing in a proceeding where 

the hearing has been completed; (B) Where the hearing officer has determined that no 

hearing is necessary, upon completion of briefing on a motion pursuant to Rule 250 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.250; or (C) The determination by the 

hearing officer that a party is deemed to be in default under Rule 155 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is necessary.

In the absence of an appropriate waiver, no officer or employee of the 

Commission engaged in the performance of investigative or prosecuting functions in this 

or any factually related proceeding will be permitted to participate or advise in the 

decision of this matter, except as witness or counsel in proceedings held pursuant to

notice. Since this proceeding is not “rule making” within the meaning of Section 551 of

the Administrative Procedure Act, it is not deemed subject to the provisions of Section 

553 delaying the effective date of any final Commission action.

By the Commission.

Brent J. Fields

Secretary