UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter year ended March 31,June 30, 2008
 
Commission file number 000-51770
 
 CMG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
 87-0733770
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 5601 Biscayne Boulevard
  
 Miami, Florida, USA 
 33137
 (Address of principal executive offices) (Zip Code)
 
Registrant's telephone number including area code (305) 751-1667
 
 
590 Madison Avenue, 21st Floor
New York, NY 10022
(212) 521-4111
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x No 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company.  See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   Accelerated filer    Non-accelerated filer      Smaller reporting company    x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes      No  x
 
As of MayAugust 7, 2008, there were 42,400,000 common stock of the registrant issued and 27,725,352 outstanding.
                    
1

CMG HOLDINGS, INC.
 
FORM 10-Q

TABLE OF CONTENTS

Item # Description Page Numbers
      
  
PART I
  3 
      
ITEM 1
 
FINANCIAL STATEMENTS
 3 
      
 ITEM 2 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  910 
      
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  1012 
      
ITEM 4
 
CONTROLS AND PROCEDURES
 1012 
      
ITEM 4T
 
CONTROLS AND PROCEDURES
 1012 
      
  
PART II
  1113 
      
ITEM 1
 
LEGAL PROCEEDINGS
 1113 
      
ITEM 1A RISK FACTORS  1113 
      
ITEM 2
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 1113 
      
ITEM 3 DEFAULTS UPON SENIOR SECURITIES  1113 
      
ITEM 4
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 1113 
      
ITEM 5
 
OTHER INFORMATION
 1214 
      
ITEM 6 EXHIBITS  1315 
      
  
SIGNATURES
 1416 
      
EXHIBIT31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER   
      
EXHIBIT 31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER   
      
EXHIBIT 32.1 SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER   
      
EXHIBIT 32.2 SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER   

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PART I

ITEM 1           FINANCIAL STATEMENTS

CMG HOLDINGS, INC.
 
 
(FORMERLY PEBBLE BEACH ENTERPRISES, INC.)
 
 
UNAUDITED FINANCIAL STATEMENTS
 
 
FOR THE QUARTER ENDED MARCH 31,JUNE 30, 2008 AND 2007
 
 
 
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CONTENTS
 
 

 
Consolidated Balance Sheets as of March 31,June 30, 2008 and December 31, 2007 (Unaudited)Page   5
 

 
Consolidated Statements of Operations for the three months and six months ended March 31,June 30, 2008 and 2007 (Unaudited) 6
 

 
Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 2008 and 2007 (Unaudited)7
 

 
Notes to Consolidated Financial Statements (Unaudited)8
 
 

 
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CMG HOLDINGS, INCCMG HOLDINGS, INC CMG HOLDINGS, INC 
(FORMERLY PEBBLE BEACH ENTERPRISES, INC)(FORMERLY PEBBLE BEACH ENTERPRISES, INC) (FORMERLY PEBBLE BEACH ENTERPRISES, INC) 
BALANCE SHEETSBALANCE SHEETS BALANCE SHEETS 
(unaudited)(unaudited) (unaudited) 
   
 March 31, 2008  December 31, 2007  June 30, 2008  December 31, 2007 
ASSETS            
            
CURRENT ASSETS:      
Cash $71  $2,664  $276,162  $$1,213,035 
Accounts receivable  --   243   304,167   -- 
Prepaid expense  --   17,454 
Total Current Assets  580,329   1,230,489 
                
Total assets $71  $2,907 
Fixed assets  1,159   1,159 
TOTAL ASSETS $581,488  $1,231,648 
                
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
                
Accrued interest $--  $286 
CURRENT LIABILITIES:        
Client Payable  388,172   121,400 
Line of credit $--  $132,763 
Accounts payable  --   604   14,400   139,226 
Notes Payable to related party  --   15,000 
Consulting Payable  243,750   -- 
Total current liabilities  --   15,890   646,322   393,389 
                
Stockholders’ equity (deficit)        
Common Stock; $.001 par value;150,000,000 shares authorized        
42,400,000 issued and outstanding  42,400   42,400 
LONG-TERM LIABILITIES:        
Convertible notes payable  --   1,178,000 
        
TOTAL LIABILITIES  646,322   1,571,389 
        
STOCKHOLDERS DEFICIT        
Preferred stock:        
5,000,000 shares authorized par value $0.001 per share; none issued and outstanding        
Common Stock:        
150,000,000 shares authorized par value $0.001 per share; 42,400,000 and 10,000,000 issued, and 27,725,352 and 10,000,000 shares outstanding respectively  42,400   10,000 
Additional paid-in-capital  6,450   (15,297)  3,124,528   680,686 
Accumulated deficit  (48,779)  (40,086)  (3,231,762)  (1,030,427)
Total stockholders' equity (defecit)  71   (12,983)
                
Total liabilities and stockholders' equity (deficit) $71  $2,907 
TOTAL STOCKHOLDERS DEFICIT  (64,834)  (339,741)
        
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $581,488  $1,231,648 

 
See accompanying notes to consolidated financial statements.
 

Table of Content


CMG HOLDINGS, INCCMG HOLDINGS, INC CMG HOLDINGS, INC 
(FORMERLY PEBBLE BEACH ENTERPRISES, INC)(FORMERLY PEBBLE BEACH ENTERPRISES, INC) (FORMERLY PEBBLE BEACH ENTERPRISES, INC) 
STATEMENTS OF OPERATIONSSTATEMENTS OF OPERATIONS STATEMENTS OF OPERATIONS 
(unaudited)(unaudited) (unaudited) 
 Three months ended   
 March 31,  Three months ended Six months ended 
 2008  2007  June 30, June 30, 
       2008  2007 2008 2007 
Revenue $523  $246 
          
Net revenues $--  $75,941  $399,167  $137,152 
                        
Operating expenses          796,920   90,020   2,531,415   144,251 
General & administrative  9,086   8,483 
                
Loss from operations  (796,920)  (14,079)  (2,132,248)  (7,099)
Other income (expense)                
Interest expense  130   -   (62,464)  --   (84,844)  -- 
Total operating expenses  9,216   8,483 
Interest income  3,416   --   15,757   - 
                        
Net Loss $(8,693) $(8,237) $(855,968 ) $(14,079) $(2,201,335) $(7,099)
                        
Basic and diluted loss per common share $(0.00) $(0.00) $(0.04) $(0.00) $(0.11) $(0.00)
                        
                        
Basic and diluted weighted average common                        
shares outstanding  42,400,000   40,000,000   23,998,549   10,000,000   19,709,450   10,000,000 
 
 
See accompanying notes to consolidated financial statements.

 
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CMG HOLDINGS, INCCMG HOLDINGS, INC CMG HOLDINGS, INC 
(FORMERLY PEBBLE BEACH ENTERPRISES, INC)(FORMERLY PEBBLE BEACH ENTERPRISES, INC) (FORMERLY PEBBLE BEACH ENTERPRISES, INC) 
STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS STATEMENTS OF CASH FLOWS 
(unaudited)(unaudited) (unaudited) 
            
            
 Three months ended  Six months ended 
 March 31,  June 30, 
 2008  2007  2008  2007 
            
CASH FLOWS FROM OPERATING ACTIVITIES            
Net Loss $(8,693) $(8,237) $(2,201,335) $(7,099)
Adjustments to reconcile net loss                
to cash used in operating activities:        
Imputed rent expense  647   1,164 
to net cash used in operating activities:        
Stock for services  1,491,778   -- 
Stock for interest expense  62,464   -- 
Changes in:                
Accounts receivable  243   96   (304,167)  -- 
Accounts payable and accrued expenses  (890)  2,500 
Prepaid expense  17,454   -- 
Consulting payable  243,750   -- 
Client payable  266,772   (6,700)
Accounts payable   (124,826)  (11,854)
                
NET CASH USED IN OPERATING ACTIVITIES  (8,693)  (4,477)
Net cash provided by operating activities  (548,110)  (25,653)
                
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from note payable to related party  6,100   - 
CASH FROM INVESTING ACTIVITIES        
Cash paid for acquisition of Pebble Beach Enterprises, Inc.  (600,000)  -- 
                
Net cash used in operating activities:  (600,000)  -- 
                
Net change in cash  (2,593)  (4,477)
Cash balance at beginning of period  2,664   13,837 
FINANCING ACTIVITIES        
Distributions to members  --   (15,500)
Contributions to capital  30,000   31,539 
Net borrowings on line of credit  (132,763)  -- 
Borrowing on convertible notes  314,000   -- 
        
Net cash provided by (used in) financing activities  211,236   16,039 
        
Net increase (decrease) in cash  (936,873)  (9,614)
Cash, beginning of period  1,213,035   9,631 
CASH BALANCE AT END OF PERIOD $71  $9,360  $276,162  $17 
                
Non-Cash        
Contribution to capital by related party for foregiveness of debt $21,000  $- 
Supplemental cash flow information:        
Income tax paid $--   -- 
Interest paid  --   -- 
Non-Cash investing and financing:        
Stock issued for notes payable  1,492,000   -- 
 

See accompanying notes to consolidated financial statements.
 
 
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CMG HOLDINGS, INC.
(FORMERLY PEBBLE BEACH ENTERPRISES, INC)
NOTES TO FINANCIAL STATEMENTS
(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of CMG Holdings, Inc, formerly Pebble Beach Enterprises, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in its 2007 annual report on Form 10KSB.8-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2007, as reported in the Form 10KSB,8-K, have been omitted.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, CMG Holdings, Inc. has had recurring net losses and has an accumulated deficit of $48,779 as of March 31, 2008. These conditions raise substantial doubt as to CMG Holdings, Inc.’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if CMG Holdings, Inc. is unable to continue as a going concern.

NOTE 3- CHANGE OF CONTROL
 
On February 20, 2008, 38,280,000 shares of the Company, a majority of the existing shares, were sold in a private transaction between the then existing majority shareholder and Creative Management Group, Inc. formed CMG Acquisitions, Inc., a Delaware company, for the purpose of acquiring companies and expansion strategies.
On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble Beach Enterprises, Inc.  (a publicly traded company). The purpose of the acquisition was to effect a reverse merger with Pebble Beach Enterprises, Inc. at a later date.
On May 27, 2008, Pebble Beach entered into an Agreement and Plan of Reorganization with its controlling shareholder, Creative Management Group, Inc., a privately held Delaware corporation.  Upon the closing the eighty shareholders of Creative Management Group delivered all of their equity interests in Creative Management Group to Pebble Beach in exchange for shares of common stock in Pebble Beach owned by Creative Management Group, as a result of which Creative Management Group became a wholly-owned subsidiary of Pebble Beach.
The shareholders of Creative Management Group received one share of Pebble Beach’s common stock previously owned by Creative Management Group for each issued and outstanding common share owned of Creative Management Group.  As a result, the 22,135,148 shares of Pebble Beach that were issued and previously owned by Creative Management Group, are now owned directly by its shareholders.  The 22,135,148 of Creative Management Group previously owned by its shareholders are now owned by Pebble Beach, thereby making Creative Management Group a wholly-owned subsidiary of Pebble Beach. Pebble Beach did not issue any new shares as part of the Reorganization.
Upon completion, Pebble Beach has 42,400,000 shares issued and outstanding of which 3,120,000 are held by the former shareholders of Pebble Beach, 22,135,148 shares, or approximately 52.21% are held by persons who were previously shareholders of Creative Management Group and 17,144,852 are held by CMG Acquisitions, Inc., the wholly owned subsidiary of Creative Management Group as treasury stock.  This amount has been reduced to 14,674,648 shares as of June 30, 2008.
The transaction was accounted for as a reverse merger and recapitalization whereby Creative Management Group is the accounting acquirer.  Pebble Beach was renamed CMG Holdings, Inc.
The consolidated financial statements include the accounts of CMG Holdings, Inc., Creative Management Group and CMG Acquisitions, Inc. This resulted in a changeafter elimination of controlall significant inter-company accounts and transactions.


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Prior
CMG HOLDINGS, INC.
(FORMERLY PEBBLE BEACH ENTERPRISES, INC)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 2 – NOTES PAYABLE

During the period between January 1, 2008 and May 23, 2008, Creative Management Group, Inc. issued 12 convertible notes with an aggregate amount of $314,000. Interest on these convertible notes is due and payable at 6% per annum. The maturity date for these convertible notes is March 30, 2010.   $41,500 of these notes were issued to the sale, the majority shareholder was owed $21,100 by the Company.  As part of the sale, the existing majority shareholder agreed to forgive the amounts owed by the Company.  This transaction was treated as a contribution to capital due to the related party nature of the transaction.parties.
 
Immediately after the sale, the Board of Directors approved the following changes:These notes were converted in May 2008 to common shares.  See note 3 for details.
 
1.  Change the nameNOTE 3 – EQUITY
On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of the Registrant from Pebble Beach Enterprises, Inc. (a publicly traded company) for $600,000 cash.  Because the purpose of the acquisition was to CMG Holdings,recapitalize Creative Management Group, Inc. through an eventual reverse merger with Pebble Beach Enterprises, Inc., the $600,000 has been accounted for as a recapitalization cost and a reduction to paid in capital.
In the quarter ending March 31, 2008, shareholders contributed $30,000 of cash to Creative Management Group, Inc.
2.  Authorize issuing 150,000,000
In the six months ended June 30, 2008, Creative Management Group, Inc. issued shares of Common Stock, $0.001 par value.as follows:
3.  Authorize issuing 5,000,000 shares of Preferred Stock, $0.001 par value.
·  7,000,000 shares of common stock to three officers of Creative Management Goup, Inc. valued at $1,050,000 for salary expense.

·  1,868,352 shares of common stock to various service providers of Creative Management Group, Inc. valued at $441,778 for consulting expense.

·  5,737,000 shares of common stock for the conversion of $1,492,000 and $62,464 of principal and interest, respectively, related to convertible notes payable.
 
 
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ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section provides our Management’s Discussion and Analysis of Financial Condition and Results of Operations (‘‘MD&A”).
 
The following discussion should be read in conjunction with the financial statements and supplementary data appearing in Part 1, Item 1.
 
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
 
The following discussion and analysis contains certain statements that may be deemed “forward-looking statements”. All statements, other than statements of historical fact, that address events or developments that the we expect to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
 
Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include: failure to successfully negotiate or subsequently close such transactions, inability to obtain required shareholder or regulatory approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of ’management on the date the statements are made. We undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
 
Liquidity and capital resources. As of March 31,June 30, 2008 our cash on hand was $71. We anticipate our administrative and other operational expenses over the next twelve months to be approximately $100,000, including approximately $50,000 in accounting and audit expenses. We arrive at a projected cash requirement of $100,000 over the next year based on the assumptions that a) we will acquire Creative Management Group, Inc.; b) our expenses will be limited to administrative cost; and c) that our auditors’ costs will be relatively stable.$276,162.  
 
 
Results of operations. During the firstsecond quarter of 2008 we saw relatively very little in income as we started preparingour net loss increase from $1,345,367 for quarter ended March 31, 2008 to $2,201,335 for the changesix months ended June 30, 2008, an increase in the net loss of direction$855,968 for the Company from a real estate company to a marketing communication company.quarter ended June 30, 2008.
 
Description of Property.  Our principal office is located at 5601 Biscayne Boulevard, Florida.
 
 
Number of Employees.  Our current number of employees is zero.five.  We expect a significant change in the number of employees in the next 12 months with the acquisition of Creative Management Group, Inc.months.
 
Security Ownership of Certain Beneficial Owners and Management.
 
We have two classes of securities, a Common Stock and Preferred Stock.  Only the Common Stock is outstanding.
 
The following represents the security ownership of those who own more than five percent of our outstanding Common Stock:

Title of Class Name Shares Percent 
Common Stock Creative Management Group, Inc. 22,135,148(1)52.21%
        
  CMG Acquisitions, Inc. 16,144,852 38.08%

 

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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the number of shares of common stock beneficially owned on August 7, 2008, following consummation of the Reorganization by:
● Each person who is known by us to beneficially own 5% or more of the Registrant’s common stock;
● Each of the Registrant’s directors and named executive officers; and
● All of the Registrant’s directors and executive officers as a group.
Security Ownership of CMG Holdings, Inc. as of August 7, 2008:
Title of Class Name Shares Percent (1) 
Common Stock CMG Acquisitions, Inc. 14,674,648 34.60%
        
  Alan Morell 10,107,000 23.84%
        
  James J. Ennis 2,500,000 5.89%
        
Security Ownership of CMG Holdings Inc. directors and executive officers as of May 27, 2008:
Title of Class Name Shares Percent (1) 
Common Stock Alan Morell 10,107,000(2)23.84%
        
  James J. Ennis 2,500,000(3)5.89%
        
  Michael Vandetty 1,000,000 2.35%
        
  All Directors and Executive Officers as a Group 13,607,000 32.09%
(1)Creative Management Group, Inc. has 80 shareholders including all members of management.  The CompanyBeneficial ownership is currently going through an audit process to reverse merge intodetermined in accordance with the Registrant.  At that time, Creative Management Group, Inc. will no longer be a shareholderrules of the Registrant but instead be a subsidiarySecurities and Exchange Commission and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned, subject to community property laws where applicable. The number and percentage of shares beneficially owned are based on 42,400,000 shares of common stock outstanding as of May 27, 2008, the closing date of the Registrant.  At that time the 80 shareholdersReorganization. The address for those individuals for which an address is not otherwise indicated is: c/o CMG Holdings, Inc., 5601 Biscayne Boulevard, Miami, Florida 33137, USA.
(2)Mr. Morell owns 3,500,000 shares of Creative Management Group, Inc. will become shareholdersdirectly, and is the beneficial owner of the Registrant.an additional 6,607,000 shares owned by Commercial Rights Intl Corp. for a total of 10,107,000 shares.
(3)Mr. Ennis owns 500,000 shares of Creative Management Group, Inc. directly, and is the beneficial owner of an additional 2,000,000 shares owned by Hastings Creek Group, Inc. for a total of 2,500,000 shares.

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ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
None.
 
 
ITEM 4    CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures - As of March 31,June 30, 2008, we, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e).  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31,June 30, 2008. 
 
Management’s Report on Internal Control Over Financial Reporting - Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  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 compliance with the policies or procedures may deteriorate or be circumvented. 
 
Management assessed the effectiveness of our internal control over financial reporting as of March 31,June 30, 2008.  In making this assessment, management used the criteria established in Internal Controls-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.  Based on management’s assessment and the criteria established by COSO, management believes that we maintained effective internal control over financial reporting as of March 31,June 30, 2008. 
 
Changes in Internal Control Over Financial Reporting- There has been no change in our internal control over financial reporting during the quarter ended March 31,June 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 
 
ITEM 4T   CONTROLS AND PROCEDURES
 
This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this quarterly report.
 
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PART II

ITEM 1.             LEGAL PROCEEDINGS

There is no past, pending or, to the Company’s knowledge, threatened litigation or administrative action which has or is expected by the Company’s management to have a material effect upon our Company’s business, financial condition or operations, including any litigation or action involving our Company’s officers, directors, or other key personnel.

 
ITEM 1A            RISK FACTORS
 
Registrant is a smaller reporting company and is therefore not required to provide this information.
 
 
ITEM 2.            UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
    The following is information for all securities that the Company sold during the quarter ended March 31,June 30, 2008.  Information with respect to previously reported sales prior to January 1, 2008 may be found in the Company’s prior filings.

    None.

 
ITEM 3     DEFAULT UPON SENIOR SECURITIES
 
             None
 
 
ITEM 4             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    On February 20, 2008, at a Special  Meeting of the  Shareholders, a Nonequorum, representing greater than fifty percent of the issued shares was present in person or by telephone which represented a majority of our authorized to vote at such meeting, by unanimous vote approved the Articles of Amendment to our Company that has been prior approved by our officers and directors by a similar unanimous vote to:
        1.  Change our name from Pebble Beach Enterprises, Inc. to CMG Holdings, Inc. to reflect the true nature of our  business.   Said  change in name was filed with the Secretary of State of Nevada on February 19, 2008.
        2.          Authorize issuing 150,000,000 shares of Common Stock, $0.001 par value.
        3.          Authorize issuing 5,000,000 shares of Preferred Stock, $0.001 par value.

 
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ITEM 5    OTHER INFORMATION
 
       On February 20, 2008 a majority of our existing shares were sold by various shareholders, as a result, a change of control of our Company took place. None
The following table sets forth as of April 20, 2008, information with respect to the beneficial ownership of the Company’s Common Stock by (i) each person known by the Company to own beneficially 5% or more of such stock, (ii) each Director of the Company who owns any Common Stock, and (iii) all Directors and Officers as a group, together with their percentage of beneficial holdings of the outstanding shares.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS:

Title of Class Name Shares Percent 
Common Stock Creative Management Group, Inc. 22,135,148(1)52.21%
        
  CMG Acquisitions, Inc. 16,144,852 38.08%

SECURITY OWNERSHIP OF MANAGEMENT:

Title of Class Name Shares Percent 
        
Common Stock Alan Morell 0(2)0%
        
  Michael Vandetty 0(3)0%
        
  James I. Ennis 0(4)0%
        
All Directors and Executive Officers as a group (3 persons) 0 0%
        

(1)Creative Management Group, Inc. has 80 shareholders including all members of management.  The Company is currently going through an audit process to reverse merge into the Registrant.  At that time, Creative Management Group, Inc. will no longer be a shareholder of the Registrant but instead be a subsidiary of the Registrant.  At that time the 80 shareholders of Creative Management Group, Inc.  will become shareholders of the Registrant.
(2)
Alan Morell, the CEO and Chairman of the Board of CMG Holdings, Inc. is also the CEO and Chairman of the Board of Creative Management Group, Inc.   Creative Management Group, Inc. has 80 shareholders including all members of management.  The Company is currently going through an audit process to reverse merge into the Registrant.  At that time, Creative Management Group, Inc. will no longer be a shareholder of the Registrant but instead be a subsidiary of the Registrant.  At that time the 80 shareholders of Creative Management Group, Inc.  will become shareholders of the Registrant.  In addition at that time, Mr. Morrell owns 3,500,000 shares of Creative Management Group, Inc. directly, and is the beneficial owned of an additional 6,607,000 shares for a total of 10,107,000 shares.  After the registrant acquires Creative anagement Group, Inc. he will be compensated with the same amount of shares in the Registrant.

(3)
Michael Vandetty, the Secretary of CMG Holdings, Inc. is also the Secretary of Creative Management Group, Inc.   Creative Management Group, Inc. has 80 shareholders including all members of management.  The Company is currently going through an audit process to reverse merge into the Registrant.  At that time, Creative Management Group, Inc. will no longer be a shareholder of the Registrant but instead be a subsidiary of the Registrant.  At that time the 80 shareholders of Creative Management Group, Inc.  will become shareholders of the Registrant.  In addition at that time, Mr. Vandetty owns 1,000,000 shares of Creative Management Group, Inc. directly.  After the registrant acquires Creative anagement Group, Inc. he will be compensated with the same amount of shares in the Registrant.

(4)
James I. Ennis, the Treasurer and Director of CMG Holdings, Inc. is also the CEO and Director of Creative Management Group, Inc.   Creative Management Group, Inc. has 80 shareholders including all members of management.  The Company is currently going through an audit process to reverse merge into the Registrant.  At that time, Creative Management Group, Inc. will no longer be a shareholder of the Registrant but instead be a subsidiary of the Registrant.  At that time the 80 shareholders of Creative Management Group, Inc.  will become shareholders of the Registrant.  In addition at that time, Mr. Ennis owns 500,000 shares of Creative Management Group, Inc. directly, and is the beneficial owned of an additional 2,000,000 shares for a total of 2,500,000 shares.  After the registrant acquires Creative anagement Group, Inc. he will be compensated with the same amount of shares in the Registrant.


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ITEM 6             EXHIBITS 
 
              Exhibit No.                 Document Description

 
3.1Certificate of Incorporation of Pebble Beach Enterprises, Inc. as filed with the Nevada Secretary of State on October 30, 1980, incorporated by reference to the Company’s Registration Statement on Form 10SB12G filed with the Securities and Exchange Commission on February 1, 2006.
 
 
3.2Amended Certificate of Incorporation of Pebble Beach Enterprises, Inc. to change name to CMG Holdings, Inc., increased its capitalization  to 150,000,000 common shares and 5,000,000 preferred shares as filed with the Nevada Secretary of State on February 19, 2008, incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2008.

 
3.3By-Laws of CMG Holdings, Inc. incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2008.  
 
 
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 
32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 
Reports on Form 8-K:
                                               
                The Company filed a Form 8-K on February 20,May 30, 2008 - Item 25.01: Changes in Control.01: Completion of Registrant,  Item 5.02: DepartureAcquisition of Directors or Principal Officers; ElectionAssets - announcing the acquisition of Directors; Appointment of Principal Officers, Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearCreative Management Group, Inc. and Item 9.01: Financial Statements and Exhibits.
 
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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

   CMG HOLDINGS, INC.
                         (Registrant)
   
   
 Date: May 7,August 14, 2008   By:  /s/ ALAN MORELL
           Alan Morell
          Chief Executive Officer and
          Chairman of the Board
   
 Date: May 7,August 14, 2008  By:  /s/ JAMES J. ENNIS
           James J. Ennis
           Chief Financial Officer and
           Director
   


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE NAME TITLE DATE
       
/s/Alan Morell
 Alan Morell CEO & Chairman May 7,August 14, 2008
    of the Board  
       
/s/James I. Ennis
 
James I. Ennis
 
CFO & Director
 May 7,August 14, 2008
       


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