What changed in this filing

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Item 9A. Controls and Procedures

2020-11-18 compared with 2019-11-18 · 207 added, 440 removed, 148 unchanged (81% of the section changed)

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Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are

designed to provide reasonable assurance that material information required to

be disclosed in our periodic reports filed under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in the

SECs rules and forms and to provide reasonable assurance that such information

is accumulated and communicated to our management, our chief executive officer

and our chief financial officer, to allow timely decisions regarding required

We carried out an evaluation, under the supervision and with

the participation of our management, including our principal executive and

principal financial officer, of the effectiveness of the design and operation of

our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the

Exchange Act.

Based on this evaluation, our principal executive officer and

principal financial officer concluded that our disclosure controls and

procedures were effective, as of August 31, 2019.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of August 31, 2020.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Internal control over

financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange

Act, is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with U.S.

generally accepted accounting

principles (GAAP).

Internal control over financial reporting includes policies

and procedures that (i) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Company, (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that receipts and expenditures of the

Company are transacted in accordance with authorizations of management and

directors of the Company, and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition

of the Companys assets that could have a material effect on the financial

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that

the degree of compliance with existing policies or procedures may deteriorate.

material weakness is defined as a deficiency, or a combination of deficiencies

in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of the Companys annual or interim

financial statements will not be prevented or detected on a timely basis.

Our management, under the supervision of our Chief Executive

Officer and Chief Financial Officer, conducted an assessment of the

effectiveness of our internal control over financial reporting as of August 31,

2019 based on the criteria established in Internal Control - Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO).

Based on this assessment, management concluded

that our internal controls over financial reporting were effective as of August

This annual report does not include an attestation report of

the Companys independent registered public accounting firm regarding internal

control over financial reporting.

Managements report was not subject to

attestation by the Companys independent registered public accounting firm

pursuant to the rules of the SEC that permit the Company to provide only

managements report in this annual report.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles ("GAAP").

Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are transacted in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

A material weakness is defined as "a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of August 31, 2020 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on this assessment, management concluded that our internal controls over financial reporting were effective as of August 31, 2020.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial

reporting identified in managements evaluation pursuant to Rules 13a-15(d) or

15d-15(d) of the Exchange Act during the quarter ended August 31, 2019 that

materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Subsequent to August 31, 2019, our Chief Financial Officer

resigned, to be effective November 30, 2019.

Where internal controls rely on a

separation of duties between the CEO and the CFO, our internal controls may be

temporarily affected in that respect subsequent to November 30, 2019.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names, positions and ages of

our executive officers and directors.

All our directors serve until the next

annual meeting of shareholders or until their successors are elected and

The Board of Directors elects officers and their terms of office are,

except to the extent governed by employment contract, at the discretion of the

Board of Directors.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended August 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names, positions and ages of our executive officers and directors.

All our directors serve until the next annual meeting of shareholders or until their successors are elected and qualify.

The Board of Directors elects officers and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board of Directors.

Position Held with the

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Frederick Vandenberg

Director, President, Corporate

Secretary, Chief

Director, President, Corporate Secretary, Chief Executive Officer

CEO since June 2017

Executive Officer

CFO since July 2007

Hyonmyong Cho (1)

Chairman of the Board,

Chairman of the Board, Director

February 2017

3 unchanged sentences

February 2019

Sandra Boenisch

Chief Financial Officer and

December 15, 2017

Samuel Ritchie

Chief Financial Officer and Treasurer

(1) Member of our Audit Committee

Set forth below is a brief description of the background and

business experience of each of our executive officers and directors for the past

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years:

Fred Vandenberg, B.

MBA, CPA, CA Mr.

has been our Chief Executive Officer since June 2017 and was our Chief Financial

Officer from July 2007 to December 2017.

Vandenberg's core responsibilities

include strategic planning and coordinating strategic planning, marketing and

product development functions of the Company.

Vandenberg has been with the company for 12 years, heading

up the finance group and managing the majority of Play MPE operations, including

the initial transition of our customers to commercial agreements in 2008.

Vandenberg oversees the business development and operational functions of Play

MPE, expanding into new markets while ensuring we continue to lead the industry

in customer service.

Vandenberg obtained a Bachelor of Commerce from

McMaster University in 1991 and a Master of Business Administration (Finance)

from McMaster University in 1993.

Vandenberg was designated as a

Chartered Professional Accountant in Ontario.

Vandenberg has been our Chief Executive Officer since June 2017 and was our Chief Financial Officer from July 2007 to December 2017.

Vandenberg's core responsibilities include strategic planning and coordinating strategic planning, marketing and product development functions of the Company.

Vandenberg has been with the company for 12 years, heading up the finance group and managing the majority of Play MPE operations, including the initial transition of our customers to commercial agreements in 2008.

Vandenberg oversees the business development and operational functions of Play MPE, expanding into new markets while ensuring we continue to lead the industry in customer service.

Vandenberg obtained a Bachelor of Commerce from McMaster University in 1991 and a Master of Business Administration (Finance) from McMaster University in 1993.

Vandenberg was designated as a Chartered Professional Accountant in Ontario.

Hyonmyong Cho.

Cho has been a director of the

Company since February 2017.

Hyonmyong Cho is currently a managing member of

Greenlaw International Management Company LLC which manages Greenlaw

International LP, a fund which invests in microcap stocks.

From 2002 to 2008,

Cho was a Managing Director of Forum Partners which managed several real

estate private equity funds in Europe and Asia.

Cho has been a director of the Company since February 2017.

Hyonmyong Cho is currently a managing member of Greenlaw International Management Company LLC which manages Greenlaw International LP, a fund which invests in microcap stocks.

From 2002 to 2008, Mr.

Cho was a Managing Director of Forum Partners which managed several real estate private equity funds in Europe and Asia.

At Forum Partners, Mr.

managed a worldwide team tasked with private equity deal structuring, analysis

and negotiation.

Cho managed a worldwide team tasked with private equity deal structuring, analysis and negotiation.

Prior to Forum Partners, Mr.

Cho was a senior associate at

Nassau Capital, whose only limited partner was Princeton University, and he was

responsible for the due diligence, negotiation, documentation and monitoring of

private equity transactions.

Cho was a senior associate at Nassau Capital, whose only limited partner was Princeton University, and he was responsible for the due diligence, negotiation, documentation and monitoring of private equity transactions.

Prior to that, Mr.

Cho was a partner in Novalis

Ventures, a venture capital fund focused on early stage investments in the real

estate industry.

Cho was a partner in Novalis Ventures, a venture capital fund focused on early stage investments in the real estate industry.

Before that, Mr.

Cho was a Vice President at Cahill, Warnock

& Company, a private equity firm focused on making direct investments in

micro-cap public companies.

Cho began his career as a financial analyst for

Alex Brown & Sons, Inc.

in the mergers and acquisitions, real estate and

health care groups.

Cho was a Morehead Scholar at the University of North

Carolina, graduating with a B.A.

Cho was a Vice President at Cahill, Warnock & Company, a private equity firm focused on making direct investments in micro-cap public companies.

Cho began his career as a financial analyst for Alex Brown & Sons, Inc.

in the mergers and acquisitions, real estate and health care groups.

Cho was a Morehead Scholar at the University of North Carolina, graduating with a B.A.

in English Literature.

Samuel Jay Graber.

Graber has been a director of the

Company since February 2017.

Graber recently retired as VP of Business

Development from Apex Software LLC., a privately-owned developer of building

drawing and area calculation software for jurisdictional mass appraisal at the

municipal, county, province and statewide level as well as for the real estate

mortgage appraisal industry.

Graber continues to serve on various committees

for the International Association of Assessing Officers (IAAO) as he remains a

business partner in Apex.

Prior to 20 years in the software/technology arena,

Graber worked in direct sales / sales management for various manufacturing

entities including automotive and decorative lighting, plastic extrusion, art

glass and architectural flooring.

Graber earned a BS degree in both Business

Management and in Psychology from Eastern Mennonite College (now EMU).

Samuel Jay Graber.

Graber has been a director of the Company since February 2017.

Graber retired as VP of Business Development from Apex Software LLC., but remained a business partner in the company.

Apex Software LLC.

was a privately-owned developer of building drawing and area calculation software for jurisdictional mass appraisal at the municipal, county, province and statewide level as well as

for the real estate mortgage appraisal industry.

In 2020, the assets of Apex Software, LLC were sold to a long-term business partner with an approximate 1 year wind down of Mr.

Graber's continued involvement.

Prior to 20 years in the software/technology arena, Mr.

Graber worked in direct sales / sales management for various manufacturing entities including automotive and decorative lighting, plastic extrusion, art glass and architectural flooring.

Graber earned a

BS degree in both Business Management and in Psychology from Eastern Mennonite College (now EMU).

David Summers Ph.D.

2 unchanged sentences

From 2008 through 2016, Dr.

Summers was a director for Chemetics Inc., a global leader in

technology-based engineering design for the pulp & paper, and mining & minerals industries.

Summers was a director for Chemetics Inc., a global leader in technology-based engineering design for the pulp & paper, and mining & minerals industries.

Summers was responsible for technology development, the electrolyzer business group, and global technical customer service.

4 unchanged sentences

From 1998 to 2007 Dr.

Summers worked at

Ballard Power Systems, where he spent ten years in progressively senior leadership positions in Research and Development, Product Development and Business Development.

Summers worked at Ballard Power Systems, where he spent ten years in progressively senior leadership positions in Research and Development, Product Development and Business Development.

He is the author of 12 publications and 5 patents.

Summers holds a Bachelor

of Science degree (honours chemistry) from Queen’s University, a Ph.D.

in Chemistry from the University of British Columbia, and a dual Masters of Business Administration degree from Queen’s University and Cornell University’s

Johnson School.

Sandra Boenisch, CPA, CGA .

Boenisch has been our Chief Financial Officer since December 2017.

Boenisch is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit, and financial reporting experience in a

variety of industries, both in the United States and Canada.

Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada from January 2012 to December 2017.

2008 until 2012, Ms.

Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was a Manager, Audit Assurance.

Boenisch specialized in managing assurance engagements for public companies in the United States and Canada.

Prior to that,

Boenisch worked for another public accounting firm from 2001 to 2008.

As an independent consultant, Ms.

Boenisch acquired considerable experience in finance, governance, and regulatory compliance.

She holds a B.Comm.

from Laurentian University.

Summers holds a Bachelor of Science degree (honours chemistry) from Queen's University, a Ph.D.

in Chemistry from the University of British Columbia, and a dual Masters of Business Administration degree from Queen's University and Cornell University's Johnson School.

Samuel Ritchie, CPA, CA .

Ritchie has been our Chief Financial Officer since May 2020.

Ritchie is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit, and financial reporting experience in a variety of industries, both in the United States and Canada.

Ritchie was the financial controller at a private company, overseeing the accounting and human resources functions from 2018 to 2020.

From 2008 until 2018, Mr.

Ritchie was employed at BDO Canada LLP (Vancouver, BC) where he was a Senior Manager, Audit Assurance.

Ritchie specialized in managing assurance engagements for public companies in the United States and Canada.

Prior to that, Mr.

Ritchie worked for another public accounting firm from 2003 to 2008.

In these roles, Mr.

Ritchie acquired considerable experience in finance, governance, and regulatory compliance.

He holds a B.Comm.

(Hons) Otago University, New Zealand.

ELECTION OF DIRECTORS AND OFFICERS

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Each director holds office until our next annual general meeting or until the director resigns or is removed in accordance with our bylaws.

We do not have a classified

Board of Directors.

We do not have a classified Board of Directors.

Our officers serve at the discretion of our Board of Directors.

4 unchanged sentences

Samuel Jay Graber.

Graber are non-employee directors of the Company and are considered independent as that term is defined by

TSX rules and NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission.

Graber are non-employee directors of the Company and are considered independent as that term is defined by TSX rules and NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission.

Our Board of Directors has currently designated Mr.

Summers and Mr.

Cho as "audit committee financial experts" as defined in Item 407(d)(5)(ii) of

Regulation S-K.

Cho as "audit committee financial experts" as defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that the audit committee members are capable of analyzing and evaluating our financial statements and understanding internal controls over financial reporting.

3 unchanged sentences

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange

Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms received

by us, or written representations that no filings were required, we believe that

during the fiscal year ended August 31, 2019 all such filing requirements were

complied with.

Based solely on our review of the copies of such forms received by us, or written representations that no filings were required, we believe that during the fiscal year ended August 31, 2020 all such filing requirements were complied with.

CODE OF ETHICS

The Companys code of ethics is available on our website at

http://www.dsny.com/code-of-ethics

We have adopted a code of ethics that applies to our principal

executive officer, principle financial and accounting officer, or persons

performing similar functions.

The Company's code of ethics is available on our website at http://www.dsny.com/code-of-ethics

We have adopted a code of ethics that applies to our principal executive officer, principle financial and accounting officer, or persons performing similar functions.

EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following

(a) our principal executive

(b) each of our two most highly

compensated executive officers other than the principle executive officer who

were serving as executive officers at the end of the year ended August 31, 2019;

for whom disclosure would have been provided under (b) but for the fact that the

individual was not serving as our executive officer at the end of the year ended

August 31, 2019,

who we will collectively refer to as our named executive

officers, of our company for the years ended August 31, 2019 and 2018, are set

out in the following summary compensation table, except that no disclosure is

provided for any named executive officer, other than our principal executive

officer and the Chief Financial Officer, whose total compensation does not

exceed $100,000 for the respective fiscal year:

The particulars of compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers other than the principle executive officer who were serving as executive officers at the end of the year ended August 31, 2020;

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended August 31, 2020,

who we will collectively refer to as our "named executive officers", of our company for the years ended August 31, 2020 and 2019, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officer and the Chief Financial Officer, whose total compensation does not exceed $100,000 for the respective fiscal year:

Name and Principal

Frederick Vandenberg (3)

President, Chief

Executive Officer, and former Chief

Director, President, Chief

Executive Officer, and former Chief Financial Officer

Samuel Ritchie (3)(4)

Chief Financial Officer

Sandra Boenisch (3 )( 5 )

Chief Financial Officer

Option awards shown here represent the aggregate grant

date fair value of all options granted.

The value of prerequisites and other personal benefits,

securities and property for the individuals included in the summary

compensation table that does not exceed $10,000 is not reported herein.

Other compensation includes participation in the employee share purchase

plan described below under long term incentive plans.

(1) Option awards shown here represent the aggregate grant date fair value of all options granted.

(2) The value of prerequisites and other personal benefits, securities and property for the individuals included in the summary compensation table that does not exceed $10,000 is not reported herein.

Other compensation includes participation in the employee share purchase plan described below under long term incentive plans.

(3) Compensation is stated in United States dollars.

compensation was provided in Canadian dollars, compensation is based on an

exchange rate of 0.7546 US dollars for each 1.00 Canadian dollar during

the 2019 fiscal year and 0.783 US dollars for each 1.00 Canadian dollar

during the 2018 fiscal year.

EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE

We are not party to any written employment agreement or change

in control arrangements with Mr.

Vandenberg and Ms.

We do not have any

agreements with Mr.

Vandenberg and Ms.

Boenisch regarding the payments of bonus

or other performance incentives.

Vandenberg and Ms.

Boenisch are eligible to

receive stock options as and when approved by our Board of Directors.

Where compensation was provided in Canadian dollars, compensation is based on an exchange rate of 0.7433 US dollars for each 1.00 Canadian dollar during the 2020 fiscal year and 0.7546 US dollars for each 1.00 Canadian dollar during the 2019 fiscal year.

(4) Appointed May 2020

(5) Resigned effective November 31, 2019

EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICERS

We are not party to any written employment agreement or change in control arrangements with Mr.

Vandenberg and Mr.

We do not have any agreements with Mr.

Vandenberg and Mr Ritchie regarding the payments of bonus or other performance incentives.

Vandenberg and Mr.

Ritchie are eligible to receive stock options as and when approved by our Board of Directors.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table summarizes equity awards granted to our

named executive officers that were outstanding as of August 31, 2019.

The following table summarizes equity awards granted to our named executive officers that were outstanding as of August 31, 2020.

Option Awards

Unexercisable

Equity Incentive

Unearned Options

Option Exercise

Units of Stock

that have not

Frederick Vandenberg

Samuel Ritchie

LONG-TERM INCENTIVE PLANS

The Company has an Employee Stock Purchase Program whereby all

employees of the Company are eligible to contribute up to 5% of their annual

salary into a pool which is matched equally by the Company.

directors are able to contribute a maximum of $12,500 each annually, for a

combined maximum annual purchase of $25,000.

The aggregate maximum annual

contributions is limited to $400,000.

Money in the pool is used to purchase

shares out of the market on a semi-monthly basis.

All purchases are made through

the Exchange by a third-party plan agent and no purchases are made on the OTC or

German exchanges.

The third-party plan agent is also be responsible for the

administration of the Plan on behalf of the Company and the participants.

The Company has an Employee Stock Purchase Program whereby all employees of the Company are eligible to contribute up to 5% of their annual salary into a pool which is matched equally by the Company.

Independent directors are able to contribute a maximum of $12,500 each annually, for a combined maximum annual purchase of $25,000.

The aggregate maximum annual contributions is limited to $400,000.

Money in the pool is used to purchase shares out of the market on a semi-monthly basis.

All purchases are made through the Exchange by a third-party plan agent and no purchases are made on the OTC or German exchanges.

The third-party plan agent is also be responsible for the administration of the Plan on behalf of the Company and the participants.

Additionally, the Company has the 2015 Stock Option Plan, under which up to 530,000 shares of the common stock, have been reserved for issuance.

4 unchanged sentences

COMPENSATION OF DIRECTORS

Our directors are reimbursed for reasonable out-of-pocket

expenses in connection with attendance at Board of Director and committee

In addition, our directors are eligible for grants of options to

purchase shares of our common stock at the discretion of our Board of Directors.

The following table summarizes compensation paid to all of our

directors who were not our named executive officers during the fiscal year ended

August 31, 2019:

Fees Earned or

Our directors are reimbursed for reasonable out-of-pocket expenses in connection with attendance at Board of Director and committee meetings.

In addition, our directors are eligible for grants of options to purchase shares of our common stock at the discretion of our Board of Directors.

The following table summarizes compensation paid to all of our directors who were not our named executive officers during the fiscal year ended August 31, 2020:

Fees Earned or Paid in Cash

Hyonmyong Cho

1 unchanged sentence

David Summers

(1) Other compensation includes participation in the employee

share purchase plan described below under long term incentive plans.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

The following table sets forth certain information concerning

the number of shares of our common stock owned beneficially as of November 15,

(i) each person (including any group) known to us to own more than five

percent (5%) of any class of our voting securities, (ii) each of our directors

and each of our named executive officers, and (iii) officers and directors as a

Unless otherwise indicated, the shareholders listed possess sole voting

and investment power with respect to the shares shown.

(1) Other compensation includes participation in the employee share purchase plan described below under long term incentive plans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 15, 2019 by:

(i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers, and (iii) officers and directors as a group.

Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of class

Name and address

of beneficial

of beneficial owner

Number of Shares of

2 unchanged sentences

Hyonmyong Cho

Director, Chairman of the

c/o 1110-885 W Georgia St.

Director, Chairman of the Board c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

533,988 ( 2 )

Samuel Jay Graber

W Georgia St.

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

195,911 ( 3 )

Frederick Vandenberg

President, Chief

Executive Officer,

and Corporate Secretary

c/o 1110-885 W Georgia

President, Chief Executive Officer, and Corporate Secretary

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

468,152 ( 4 )

David Summers

c/o 1110-885 W

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

Sandra Boenisch

Samuel Ritchie

Chief Financial Officer

1 unchanged sentence

Vancouver, BC, V6C 3E8

All Officers and Directors as a

Group (4 persons)

All Officers and Directors as a Group (4 persons)

56 Oakwell Farms Parkway

1 unchanged sentence

1,869,735 ( 7 )

Steven Vestergaard

Suite 695 350 Centre

Lions Bay, BC, V0N 2E0

2,201,223 (8)

⃰ Less than one percent (1%)

Under Rule 13d-3 of the Exchange Act, a beneficial owner

of a security includes any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship, or otherwise has or

(i) voting power, which includes the power to vote, or to direct

the voting of shares;

and (ii) investment power, which includes the power

to dispose or direct the disposition of shares.

Certain shares may be

deemed to be beneficially owned by more than one person (if, for example,

persons share the power to vote or the power to dispose of the shares).

addition, shares are deemed to be beneficially owned by a person if the

person has the right to acquire the shares (for example, upon exercise of

an option) within 60 days of the date as of which the information is

In computing the percentage ownership of any person, the amount

of shares outstanding is deemed to include the amount of such shares

beneficially owned by such person (and only such person) by reason of

these acquisition rights.

As a result, the percentage of outstanding

shares of any person as shown in this table does not necessarily reflect

the persons actual ownership or voting power with respect to the number

of shares of common stock actually outstanding on November 15, 2019.

November 15, 2019, there were 10,903,696 shares of our common stock issued

and outstanding.

(1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of such shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 15, 2020.

As of November 15, 2020, there were 10,450,646 shares of our common stock issued and outstanding.

(2) Consists of 142,735 shares held by Mr.

Cho and 45,000

shares that may be acquired upon the exercise of stock options held by Mr.

Cho within 60 days of November 15, 2019 and includes 346,253 shares held

Cho's indirect pecuniary ownership held through Greenlaw

International LP, a Delaware limited partnership (the "Fund"), and

Greenlaw International GP LLC, a Delaware limited liability company and

the general partner of the Fund which has the right to receive an

allocation of a portion of the profits of the Fund.

Cho and 45,000 shares that may be acquired upon the exercise of stock options held by Mr.

Cho within 60 days of November 15, 2019 and includes 346,253 shares held through Mr.

Cho's indirect pecuniary ownership held through Greenlaw International LP, a Delaware limited partnership (the "Fund"), and Greenlaw International GP LLC, a Delaware limited liability company and the general partner of the Fund which has the right to receive an allocation of a portion of the profits of the Fund.

(3) Consists of 147931 shares held by Mr.

Graber, 2,980

shares held by Mr.

Grabers spouse, and 45,000 shares that may be acquired

upon the exercise of stock options held by Mr.

Graber within 60 days of

November 15, 2019.

Graber, 2,980 shares held by Mr.

Graber's spouse, and 45,000 shares that may be acquired upon the exercise of stock options held by Mr.

Graber within 60 days of November 15, 2020.

(4) Consists of 388,152 shares held by Mr.

Vandenberg and

80,000 shares that are acquirable upon the exercise of stock options held

Vandenberg and 80,000 shares that are acquirable upon the exercise of stock options held by Mr.

Vandenberg within 60 days of November 15, 2020.

(5) Consists of 23,381 shares held by Mr.

Consists of 15,984 shares held by Ms.

Boenisch and 30,000

shares that are acquirable upon the exercise of stock options held by Ms.

Boenisch within 60 days of November 15, 2019.

Consists of (i) 989,703 shares of the Companys common

stock directly held by Mark Graber;

(ii) 86,200 shares beneficially owned

by Four Star Investments, a Texas partnership over which Mr.

shared voting and disposition power;

(6) Consists of 1,342 shares held by Mr.

Ritchie and 15,000 shares that are acquirable upon the exercise of stock options held by Mr.

Ritchie within 60 days of November 15, 2020.

(7) Consists of (i) 1,585,491 shares of the Company's common stock directly held by Mark Graber;

(ii) 111,970 shares beneficially owned by Four Star Investments, a Texas partnership over which Mr.

Graber has shared voting and disposition power;

and (iii) 6,000 shares held by Mr.

Graber's spouse.

The share ownership disclosed herein has been calculated

based on the latest filings by Mr.

Vestergaard under Section 16(a) of the

Securities Exchange Act of 1934.

The Company has not been able to confirm

the amount with Mr.

Vestergaard including any ownership under Rule 13d-3

of the Securities Exchange Act of 1934.

EQUITY COMPENSATION PLAN INFORMATION

We have an equity compensation plans, namely the 2015 Stock

Option Plan (the Plan), under which up to 530,000 shares of our common stock,

have been authorized for issuance to our officers, directors, employees and

We have an equity compensation plans, namely the 2015 Stock Option Plan (the "Plan"), under which up to 530,000 shares of our common stock, have been authorized for issuance to our officers, directors, employees and consultants.

The Plan has not been approved by the Company's stockholders.

following summary information is presented for our Plan of August 31, 2019.

Number of Securities to be

Issued Upon Exercise of

Outstanding Options,

Weighted-Average Exercise

Price of Outstanding

Options, Warrants and

Number of Securities

Remaining Available

Future Issuance Under

Equity Compensation Plans

Reflected in column (a))

The following summary information is presented for our Plan of August 31, 2020.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))

Plan Category

Equity Compensation Plans

Approved By Security

Equity Compensation Plans Approved By Security Holders

Not Applicable

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Not Applicable

Equity Compensation Plans

Not Approved By Security

Equity Compensation Plans Not Approved By Security Holders

400,000 Shares

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130,000 Shares of

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described under "Item 12.

Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters and

under Item 11.

Executive Compensation, and under note 8 of the financial

statements, none of the following persons has any direct or indirect material

interest in any transaction to which we were or are a party during the past two

years, or in any proposed transaction to which the Company proposes to be a

any director or officer;

any person who beneficially owns, directly or indirectly,

shares carrying more than 5% of the voting rights attached to our common

any immediate family member of any of the foregoing

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and under "Item 11.

Executive Compensation", and under note 8 of the financial statements, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which the Company proposes to be a party:

(A) any director or officer;

(B) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock;

SHARE ISSUANCES

All of our non-employee directors are our independent directors

as that term is defined by TSX rules and NASDAQ 5605(a)(2) and the applicable

rules of the Securities and Exchange Commission.

ACCOUNTING FEES AND SERVICES.

Our current sole principal independent registered public

accountant, Davidson & Company LLP, provided audit and other services during

the year ended August 31, 2019 and the year ended August 31, 2018 as

All of our non-employee directors are our independent directors as that term is defined by TSX rules and NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our current sole principal independent registered public accountant, Davidson & Company LLP, provided audit and other services during the year ended August 31, 2020 and the year ended August 31, 2019 as follows:

Davidson & Company LLP

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All Other Fees

Our former sole principal independent registered public

accountant, BDO Canada LLP, provided audit and other services during the year

ended August 31, 2019 and the year ended August 31, 2018 as follows:

Our former sole principal independent registered public accountant, BDO Canada LLP, provided audit and other services during the year ended August 31, 2020 and the year ended August 31, 2019 as follows:

BDO Canada LLP

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All Other Fees

This category includes the fees for the

audit of our annual consolidated financial statements and the quarterly reviews

of interim financial statements.

This category also includes advice on audit and

accounting matters that arose during or as a result of the audit or the review

of interim financial statements and services in connection with SEC filings.

This category includes the fees for

professional services rendered for tax compliance, tax advice and tax planning.

The audit committee requires advance approval of all audit,

audit-related, tax, and non-audit and other services performed by the

independent auditor.

Unless the specific service has been previously

pre-approved with respect to that year, the audit committee must approve the

permitted service before the independent auditor is engaged to perform it.

audit committee has delegated to the chair of the audit committee authority to

approve permitted services provided that the chair reports any decisions to the

committee at its next scheduled meeting.

Of the total aggregate fees paid by us to our accountants

during the fiscal years ended August 31, 2019 and 2018, 100% and 100% of the

aggregate fees, respectively, were approved by the audit committee pursuant to

the de minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of

Regulations S-X.

The audit committee has considered the nature and amount of the

fees billed by Davidson & Company LLP and BDO Canada LLP, and believes that

the provision of the services for activities unrelated to the audit is

compatible with maintaining Davidson & Company LLP and BDO Canada LLP's

independence.

FINANCIAL STATEMENT SCHEDULES.

This category includes the fees for the audit of our annual consolidated financial statements and the quarterly reviews of interim financial statements.

This category also includes advice on audit and accounting matters that arose during or as a result of the audit or the review of interim financial statements and services in connection with SEC filings.

This category includes the fees for professional services rendered for tax compliance, tax advice and tax planning.

The audit committee requires advance approval of all audit, audit-related, tax, and non-audit and other services performed by the independent auditor.

Unless the specific service has been previously pre-approved with respect to that year, the audit committee must approve the permitted service before the independent auditor is engaged to perform it.

The audit committee has delegated to the chair of the audit committee authority to approve permitted services provided that the chair reports any decisions to the committee at its next scheduled meeting.

Of the total aggregate fees paid by us to our accountants during the fiscal years ended August 31, 2020 and 2019, 100% and 100% of the aggregate fees, respectively, were approved by the audit committee pursuant to the de minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulations S-X.

The audit committee has considered the nature and amount of the fees billed by Davidson & Company LLP and BDO Canada LLP, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Davidson & Company LLP and BDO Canada LLP's independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

LIST OF DOCUMENTS FILED AS PART OF THE REPORT

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(a)(1) Financial Statements:

Report of Independent Registered Public Accounting Firm

Davidson & Company LLP;

Report of Independent Registered Public Accounting Firm

BDO Canada LLP;

Report of Independent Registered Public Accounting Firm - Davidson & Company LLP;

Consolidated Balance Sheets;

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (loss);

Consolidated Statements of Cash Flows;

Consolidated Statement of Changes in Stockholders

Notes to the Consolidated Financial

Consolidated Statement of Changes in Stockholders' Equity;

Notes to the Consolidated Financial Statements.

(a)(2) Financial Statement Schedules:

(a)(3) Exhibits:

3.1 Amended Articles of Incorporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on October 8, 2014).

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3.3 Certificate of Amendment (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 13, 2019)

Description of

Capital Stock

2015 Stock Option

4.1* Description of Capital Stock

4.2* 2015 Stock Option Plan

10.1† Employee Stock Purchase Plan (incorporated by reference to our Other Definitive Proxy Statements on Form DEF 14A filed on February 04, 2011).

Subsidiaries of

the Registrant.

Power of Attorney

(included in Signature pages)

Certification of Chief Executive Officer

Certification of Chief Financial Officer

Certification of Chief Executive Officer and Chief Financial Officer

Interactive Data

21.1* Subsidiaries of the Registrant.

24* Power of Attorney (included in Signature pages)

31.1* Section 302 Certification of Chief Executive Officer

31.2* Section 302 Certification of Chief Financial Officer

32.1* Section 906 Certification of Chief Executive Officer and Chief Financial Officer

100* XBRL-Related Documents

101* Interactive Data File

* Filed herewith

Management contract or compensatory plan

or arrangement

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

† Management contract or compensatory plan or arrangement

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DESTINY MEDIA TECHNOLOGIES, INC.

/s/Frederick Vandenberg ______________________

Frederick Vandenberg

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose

signature appears below constitutes and appoints Frederick Vandenberg, his true

and lawful attorney-in-fact and agent with full power of substitution, for him

and in his name, place and stead, in any and all capacities, to sign any and all

amendments to this Annual Report on Form 10-K, with all exhibits thereto and all

documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorney-in-fact and agent, full power and authority to do

and perform each and every act and thing requisite and necessary to be done in

and about the premises, as fully to all intents and purposes as he might or

could do in person, hereby ratifying and confirming all that said

attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or

cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of

1934, this report has been signed below by the following persons on behalf of

the Registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Frederick Vandenberg, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/Frederick Vandenberg

Frederick Vandenberg, President

Chief Executive Officer (Principal Executive

Chief Executive Officer (Principal Executive Officer)

November 18, 2020

Sandra Boenisch, CPA, CGA

/s/Samuel Ritchie ______________________

Samuel Ritchie, CPA, CA

Chief Financial Officer, Treasurer

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November 18, 2020

/s/ Hyonmyong

/s/ Hyonmyong Cho

Hyonmyong Cho

November 15, 2019

/s/ Samuel Jay

/s/ Samuel Jay Graber

Samuel Jay Graber

November 18, 2020

/s/ David Summers

David Summers

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures