UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
| THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2013March 31, 2014
Commission file number 000-51770
| CMG HOLDINGS GROUP, 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.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number including area code (646) 688-6381
---------------------------------------------------------------
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o Nox
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 o | Non-accelerated filer o | 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 oNo x
| As of |
CMG HOLDINGS GROUP, INC.
FORM 10-Q
2
CMG HOLDINGS GROUP, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED SEPTEMBER 30,MARCH 31, 2014 AND 2013 AND 2012
CONTENTS
| 4 | |
| 5 |
| 6 | |
| 7 |
3
| March 31, | December 31, | |||||||||||||||
| 2014 | 2013 | |||||||||||||||
| September 30, 2013 | December 31, 2012 | (Unaudited) | ||||||||||||||
| ASSETS | (Unaudited) | |||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||
| Cash | $ | 278,185 | $ | 238,124 | $ | 2,616,737 | $ | 476,588 | ||||||||
| Marketable securities | 1,754,550 | 274,651 | 710,031 | 764,088 | ||||||||||||
| Accounts receivable | 399,449 | 252,567 | ||||||||||||||
| Prepaid assets | 6,575 | 15,000 | ||||||||||||||
| Accounts receivable, net of allowance of $0 and $0, respectively | 538,188 | 287,094 | ||||||||||||||
| Prepaid expenses and other current assets | 1,239,808 | 8,400 | ||||||||||||||
| Total Current Assets | 2,438,759 | 780,342 | 5,104,764 | 1,536,170 | ||||||||||||
| Other non-current assets | 59,116 | 57,833 | ||||||||||||||
| Other noncurrent assets | 174,941 | 60,078 | ||||||||||||||
| TOTAL ASSETS | $ | 2,497,875 | $ | 838,175 | $ | 5,279,705 | $ | 1,596,248 | ||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||
| Accounts payable | $ | 745,209 | $ | 546,852 | $ | 895,179 | $ | 627,695 | ||||||||
| Accounts payable – related party | 71,900 | 19,625 | ||||||||||||||
| Deferred compensation | 486,875 | 486,875 | ||||||||||||||
| Accrued liabilities | 717,623 | 722,549 | 443,709 | 593,710 | ||||||||||||
| Deferred income | 13,370 | 13,370 | 3,506,124 | 13,370 | ||||||||||||
| Derivative liabilities | 78,129 | 145,970 | 2,814 | 11,121 | ||||||||||||
| Short term debt, net of unamortized discount of $0 and $47,012, respectively | 164,443 | 150,431 | ||||||||||||||
| Short term debt, net of unamortized discount of $0 and $0, respectively | 9,943 | 9,943 | ||||||||||||||
| Total Current Liabilities | 1,790,674 | 1,598,797 | 5,344,644 | 1,742,714 | ||||||||||||
| Notes Payable, net of debt discount of $0 and $7,739, respectively | - | 629,261 | ||||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
| Notes Payable, net of debt discount of $_ and $0, respectively | - | - | ||||||||||||||
| TOTAL LIABILITIES | 1,790,674 | 2,228,058 | 5,344,644 | 1,742,714 | ||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
| STOCKHOLDERS' DEFICIT | ||||||||||||||||
| Preferred stock: | ||||||||||||||||
| Series A Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; none issued and outstanding | - | - | ||||||||||||||
| Series B Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; none shares issued and outstanding | - | 50 | ||||||||||||||
| Series A Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; no shares issued and outstanding as of March 31, 2014 and December 31, 2013 | - | - | ||||||||||||||
| Series B Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; 0 shares issued and outstanding as of March 31, 2014 and December 31, 2013 | - | - | ||||||||||||||
| Common Stock: | ||||||||||||||||
| 450,000,000 shares authorized, par value $.001 per share; 294,987,917 and 294,687,917 shares issued, 294,950,743 and 294,650,743 outstanding | 294,914 | 294,614 | ||||||||||||||
450,000,000 shares authorized, par value $.001 per share; 290,157,190 and 283,657,190 shares issued and outstanding as of March 31, 2014 and December 31, 2013 | 290,157 | 283,657 | ||||||||||||||
| Additional paid in capital | 14,495,641 | 14,469,341 | 14,625,751 | 14,529,751 | ||||||||||||
| Treasury Stock, 37,174 and 37,174 shares held, respectively. | 37 | 37 | ||||||||||||||
| Treasury Stock, 37,174 and 37,174 shares held, respectively, at cost of -0-, as of March 31, 2014 and December 31, 2013. | - | - | ||||||||||||||
| Accumulated deficit | (14,083,441 | ) | (16,153,925 | ) | $ | (14,980,847 | ) | (14,959,874 | ) | |||||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 707,201 | (1,389,883 | ) | |||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 2,497,875 | $ | 838,175 | ||||||||||||
| TOTAL STOCKHOLDERS' DEFICIT | (64,939 | ) | (146,466 | ) | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 5,279,705 | $ | 1,596,248 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
4
| Statement of Operations |
| (Unaudited) |
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2014 | 2013 | |||||||
| Revenues | $ | 1,554,748 | $ | 1,023,169 | ||||
| Operating Expenses: | ||||||||
| Cost of revenues | 880,992 | 542,034 | ||||||
| Depreciation and amortization expense | - | - | ||||||
| General and administrative expenses | 894,288 | 624,938 | ||||||
| Total Operating Expenses | 1,775,280 | 1,166,972 | ||||||
| Operating Income (Loss) | (220,532 | ) | (143,803 | ) | ||||
| Other Income (Expense): | ||||||||
| Gain (loss) on derivative liability | 8,307 | (56,929 | ) | |||||
| Realized gain on marketable securities | 193,487 | - | ||||||
| Unrealized gain on marketable securities | 2,456 | - | ||||||
| Other income (expense) | (4,558 | ) | (5,400 | ) | ||||
| Interest Income (expense) | (133 | ) | (82,614 | ) | ||||
| Total Other Income (Expense) | 199,559 | (144,943 | ) | |||||
| Net Income (Loss) | $ | (20,973 | ) | $ | (288,746 | ) | ||
| Basic loss per common shares | $ | - | $ | - | ||||
| Total basic loss per common share | $ | - | $ | - | ||||
| Basic weighted average common shares outstanding | 285,323,857 | 294,650,743 | ||||||
The accompanying notes are an integral part of these financial statements.
5
| Statements of Cash Flows |
| (Unaudited) |
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2014 | 2013 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | (20,973 | ) | $ | (288,746 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Unrealized gain on marketable securities | (2,456 | ) | - | |||||
| Realized gain on marketable securities | (193,487 | ) | ||||||
| (Gain) loss on derivatives | (8,307 | ) | 56,929 | |||||
| Amortization of debt discount | - | 72,519 | ||||||
| Changes in: | ||||||||
| Accounts receivable | (251,096 | ) | 117,457 | |||||
| Prepaid expense and other current assets | (1,243,369 | ) | (397,338 | ) | ||||
| Deferred income | 3,492,754 | 1,563,301 | ||||||
| Accrued liabilities | (150,001 | ) | 34,680 | |||||
| Accounts payable | 267,484 | (245,064 | ) | |||||
| Accounts payable, related party | - | 37,650 | ||||||
| Cash provided by (used in) operating activities | 1,890,549 | 951,388 | ||||||
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||||||
| Proceeds from sales of marketable securities | 250,000 | |||||||
| Cash paid for purchase of fixed assets | (15,400 | ) | - | |||||
| Net cash used in investing activities | 234,600 | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sales of common stock | 15,000 | |||||||
| Net cash provided by financing activities | 15,000 | - | ||||||
| Net increase in cash | 2,140,149 | 951,388 | ||||||
| Cash, beginning of period | 476,588 | 238,124 | ||||||
| Cash, end of period | 2,616,737 | 1,189,512 | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | 201 | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
| Non-cash investing and financing activity: | ||||||||
| Reclassification of accounts payable to short term debt | $ | - | $ | - | ||||
| Discount on notes payable from derivative liability | $ | - | $ | 65,597 | ||||
| Reclassification of derivative liabilities to additional paid-in capital | $ | - | $ | - | ||||
| Common stock issued for settlement of notes payable | $ | - | $ | - | ||||
| Reclassification of debt from short term to long term | $ | - | $ | 525,000 | ||||
The accompanying notes are an integral part of these financial statements.
6
For the Three Months Ended September 30, | For the Nine Months Ended June 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| REVENUES | $ | 1,048,407 | $ | 374,104 | $ | 6,441,216 | $ | 7,517,163 | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cost of revenues | 722,819 | 422,233 | 4,526,627 | 5,355,980 | ||||||||||||
| Depreciation and amortization | - | - | - | 74,850 | ||||||||||||
| General and administrative | 725,858 | 794,688 | 2,073,031 | 2,752,554 | ||||||||||||
| Total Operating Expenses | 1,448,677 | 1,216,921 | 6,599,658 | 8,183,384 | ||||||||||||
OPERATING LOSS | (400,270 | ) | (842,817 | ) | (158,442 | ) | (666,221 | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Gain (loss) on derivative liability | 153,096 | (4,990 | ) | 165,938 | (598,153 | ) | ||||||||||
| Gain on extinguishment of debt | 183,332 | 75,618 | 793,732 | 75,618 | ||||||||||||
Unrealized gain (loss) on marketable securities | (45,800 | ) | - | 1,479,899 | - | |||||||||||
| Other income (expense) | (65 | ) | (19,083 | ) | (5,465 | ) | (19,083 | ) | ||||||||
| Interest expense | (6,092 | ) | (103,167 | ) | (205,178 | ) | (790,992 | ) | ||||||||
| Total Other Income (Expense) | 284,471 | (551,622 | ) | 2,228,926 | (1,332,610 | ) | ||||||||||
| Income (loss) from continuing operations | (115,799 | ) | (894,439 | ) | 2,070,484 | (1,998,831 | ) | |||||||||
| Loss from discontinued operations | - | (146,698 | ) | - | (503,626 | ) | ||||||||||
| Income on sale of discontinued operations | - | 4,115,771 | - | 4,115,771 | ||||||||||||
| NET INCOME (LOSS) | $ | (115,799 | ) | $ | 3,074,634 | $ | 2,070,484 | $ | 1,613,314 | |||||||
| BASIC INCOME (LOSS) PER COMMON SHARE FROM DISCONTINED OPERATIONS | $ | - | $ | 0.01 | $ | - | $ | 0.02 | ||||||||
| DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | |||||
| BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $ | (0.00 | ) | $ | 0.00 | $ | 0.01 | $ | 0.01 | |||||||
| BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 295,829,864 | 272,515,699 | 295,054,040 | 218,628,520 | ||||||||||||
| DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 295,829,864 | 293,562,646 | 306,462,999 | 239,675,467 | ||||||||||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2013 | 2012 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income from continuing operations | $ | 2,070,484 | $ | 1,613,314 | ||||
| Adjustments to reconcile net income | ||||||||
| to net cash provided by (used in) operating activities: | ||||||||
| Unrealized gain on marketable securities | (1,479,899 | ) | - | |||||
| Shares issued for services | - | 194,100 | ||||||
| Loss on debt servicing | - | 19,879 | ||||||
| Gain on sale of subsidiary | - | (4,115,771 | ) | |||||
| Amortization of intangibles | - | 74,580 | ||||||
| (Gain) loss on derivatives | (165,938 | ) | 598,153 | |||||
| Amortization of debt discount | 152,848 | 659,280 | ||||||
| Gain on extinguishment of debt | (793,732 | ) | (75,618 | ) | ||||
| Changes in: | ||||||||
| Accounts receivable | (146,882 | ) | (88,725 | ) | ||||
| Prepaid expense and other current assets | 7,142 | (4,727 | ) | |||||
| Deferred income | - | (30,036 | ) | |||||
| Accrued liabilities | 93,406 | 943,444 | ||||||
| Accounts payable | 270,257 | (63,292 | ) | |||||
| Accounts payable, related party | (19,625 | ) | (113,505 | ) | ||||
| Cash provided used in continuing operations | (11,939 | ) | (388,924 | ) | ||||
| Cash provided by discontinued operations | - | 73,265 | ||||||
| Net cash used in operating activities | (11,939 | ) | (315,299 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash used in continuing operations | - | - | ||||||
| Cash used in discontinued operations | - | (4,841 | ) | |||||
| Net cash used in investing activities | - | (4,841 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related parties | - | 8,804 | ||||||
| Payments on related parties debt | - | (16,000 | ) | |||||
| Payments on short term debt | (52,500 | ) | - | |||||
| Proceeds from issuance of debt | 104,500 | 37,500 | ||||||
| Net change in line of credit | - | 2,361 | ||||||
| Cash provided by continuing operations | 52,000 | 32,665 | ||||||
| Cash provided by discontinued operations | - | 415,640 | ||||||
| Net cash provided by financing activities | 52,000 | 448,305 | ||||||
| Net increase in cash | 40,061 | 128,165 | ||||||
| Cash, beginning of period | 238,124 | 337,779 | ||||||
| Cash, end of period | 278,185 | $ | 465,944 | |||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | 25,000 | $ | 4,675 | ||||
| Income taxes paid | $ | - | $ | - | ||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2013 | 2012 | |||||||
| Non-cash investing and financing activity: | ||||||||
| Reclassification of accounts payable to short term debt | $ | - | $ | 522,943 | ||||
| Reclassification of accrued liabilities to short term debt | $ | - | $ | 545,000 | ||||
| Discount on notes payable from derivative liability | $ | 98,097 | $ | 596,019 | ||||
| Discount on shares issued with notes payable | $ | - | $ | 11,486 | ||||
| Reclassification of derivative liabilities to additional paid-in capital | $ | - | $ | 991,596 | ||||
| Common stock issued for settlement of notes payable | $ | 26,600 | $ | 628,735 | ||||
| Cancellation of common stock and preferred stock | 2,550 | |||||||
CMG HOLDINGS GROUP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 –BASIS1: DESCRIPTION OF PRESENTATIONBUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Creative Management Group, Inc. was formed in Delaware on August 13, 2002 as a limited liability company named Creative Management Group, LLC. On August 7, 2007, this entity converted to a corporation and changed its legal name to Creative Management Group Inc. The accompanying unaudited interim consolidated financial statementsCompany is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication.
On February 20, 2008, 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) and changed the name to CMG Holdings Group, Inc. (the “Company”(“the 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 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 shares 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. 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 Group, Inc.
On April 1, 2009, the Company, through a newly formed wholly owned subsidiary CMGO Capital, Inc., a Nevada corporation, completed the acquisition of XA, The Experiential Agency, Inc. On March 31, 2010, the Company and AudioEye, Inc. (“AudioEye”) have been preparedcompleted the final Stock Purchase Agreement under which the Company acquired all of the outstanding capital stock of AudioEye. On June 22, 2011 the Company entered into a Master Agreement subject to shareholder approval as may be required under applicable law and subject to closing conditions with AudioEye Acquisition Corp., a Nevada corporation where the shareholders of AudioEye Acquisition Corp. exchanged 100% of the stock in AudioEye Acquisition Corp for 80% of the capital stock of AudioEye. The Company retained 15% of AudioEye subject to transfer restrictions in accordance with accounting principles generally acceptedthe Master Agreement; on October 2012, the Company distributed to its shareholders, in the United Statesform of America and the rulesa dividend, 5% of the Securities and Exchange Commission, and should be readcapital stock of AudioEye in conjunctionaccordance with the audited financial statements and notes contained in its 2012 annual report on Form 10-K. In the opinion of management, these interim financial statements include 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 indicativeprovisions of the results to be expected for the full year. Our future resultsMaster Agreement.
On March 28, 2014, CMG Holdings, Inc. (the “Company” or “CMG”), completed its acquisition of operations may change materially from the historical results of operations reflected in our historical financial statements. The unaudited consolidated financial statements should be read in conjunction with the historical audited consolidated financial statements and footnotes100% of the shares of Good Gaming, Inc. (“GGI”) by entering into a Share Exchange Agreement (the “SEA”) with BMB Financial, Inc. and Jackie Beckford, the then shareholders of GGI. The sole owner of BMB Financial, Inc. is also the sole owner of Infinite Alpha, Inc. which provides consulting services to CMG. Pursuant to the SEA, the Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipment and management’s discussionconsultant compensation and analysisa commitment to pay $200,000 in development costs, of financial conditionwhich $50,000 of the development costs had been advanced by the Company. In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and resultsemployees to receive up to 30% of operations includedthe net profits of GGI and up to 30% of the proceeds, in the Company’s Annual Report for the year ended Decemberevent of a sale of GGI or its assets.
7
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012 as filed with the Securities and Exchange Commission on Form 10-K. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2012, as reported in the Form 10-K, have been omitted.2014
(Unaudited)
Principles of Consolidation
The consolidated financial statements include the accounts of CMG Holdings Group, Inc., CMG Acquisition, Inc., CMGO Capital, Inc., XA, The Experiential Agency, Inc. ("XA"), CMGO Logistics, Inc., USaveCT, USaveNJ and USaveNJ,GGI after elimination of all significant inter-company accounts and transactions.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Estimates are used when accounting for allowance for doubtful accounts, depreciation, and contingencies. Actual results could differ from those estimates.
Concentrations of Risk
The Company maintains its cash balances at two financial institutions where they are insured by the Federal Deposit Insurance Corporation up to $250,000 each. At March 31, 2014 and December 31, 2013, neither of these accounts was in excess of the limit. The Company also maintains a money market investment account at one securities firm where the account is insured by the Securities Investor Protection Corporation up to $500,000 for the bankruptcy, etc., of the securities firm. At March 31, 2014 and December 31, 2013, the account had no balance in excess of the limit. For the quarter ended March 31, 2014 and the year ended December 31, 2013, one customer exceeds 10% of the Company’s total revenue, representing 58% and 72% of the Company’s total revenues, respectively.
Revenue and Cost Recognition
The Company earns revenues by providing event management services under individually negotiated contracts with varying terms, recognizing revenue in accordance with ASC 605, Revenue Recognition, only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the services have been provided and collectability is assured. In arrangements where key indicators suggest the Company acts as principal, the Company records the gross amount billed to the client as revenue and the related costs incurred as cost of revenues as the services are provided.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are amounts due from event management services, are unsecured and are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis and do not bear interest, although a finance charge may be applied to amounts outstanding more than thirty days. Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. There were no allowances for doubtful accounts as of March 31, 2014 or December 31, 2013.
Share-Based Compensation
The Company accounts for share-based compensation to employees in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”) and share-based compensation to non-employees in accordance with ASC 505-50 Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services. ASC 718-10 and 505-50 require the measurement and recognition of compensation expense for all share-based payment awards, including stock options based on the estimated fair values.
8
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
Derivative Instruments
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is generally between three and five years. Depreciation expense was $0 and $0 for the quarter ended March 31, 2014 and December 31, 2013, respectively.
Intangible Assets
Intangible assets are stated at cost, net of accumulated amortization. Amortization is computed using the straight-line method over the estimated useful life of the respective asset, which is three years. Amortization expense was $0 and $0 for the quarter ended March 31, 2014 and the year ended December 31, 2013, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those inputs. temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
9
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Fair Value Measurements
ASC 820 and ASC 825, Financial Instruments (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy that prioritizesbased on the level of independent, objective evidence surrounding the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table sets forth by level withinwith the fair value hierarchy the Company’s financial assets and liabilities that were accounted formeasured at fair value as of September 30, 2013on March 31, 2014 and December 31, 2011. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.2013:
| March 31, 2014 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Marketable trading securities | $ | 710,031 | $ | - | $ | - | $ | 710,031 | ||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 2,814 | $ | 2,814 | ||||||||
| December 31, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Marketable trading securities | $ | 764,088 | $ | - | $ | - | $ | 764,088 | ||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 11,121 | $ | 11,121 | ||||||||
| September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Marketable trading securities | $ | 1,754,550 | $ | - | $ | - | $ | 1,754,550 | ||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 78,129 | $ | 78,129 | ||||||||
| December 31, 2012 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Marketable trading securities | $ | 3,000 | $ | - | $ | - | $ | 3,000 | ||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 145,970 | $ | 145,970 | ||||||||
10
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
Investments in Debt and Equity Securities
The Company applies the provisions of Accounting Standards Codification 320, “InvestmentsInvestments – Debt and Equity Securities”Securities, regarding marketable securities. The Company invests in securities that are intended to be bought and held principally for the purpose of selling them in the near term, and as a result, classifies such investments as trading securities. Trading securities are recorded at fair value on the balance sheet with changes in fair value being reflected as unrealized gains or losses in the current period. In addition, the Company classifies the cash flows from purchases, sales, and maturities of trading securities as cash flows from operating activities.
Details of the Company's marketable trading securities as of September 30, 2013March 31, 2014 and December 31, 20122013 are as follows:
| September 30, 2013 | December 31, 2012 | March 31, 2014 | December 31, 2013 | |||||||||||||
| Aggregate fair value | $ | 1,754,550 | $ | 3,000 | $ | 710,031 | $ | 764,088 | ||||||||
| Gross unrealized holding gains | 1,479,899 | - | 625,225 | 622,769 | ||||||||||||
| Gross unrealized holding losses | - | - | ||||||||||||||
| Transfer of cost method investment to marketable securities | 274,651 | |||||||||||||||
| Proceeds from sales | $ | - | $ | -- | ||||||||||||
| Gross realized gains | - | -- | ||||||||||||||
| Proceeds from sales ($823,022 stocks plus $85,000 options) | $ | 250,000 | $ | 658,021 | ||||||||||||
| Gross realized gains (stocks and options) | 193,487 | 524,668 | ||||||||||||||
| Gross realized losses | - | -- | - | - | ||||||||||||
| Other than temporary impairment | - | -- | - | - | ||||||||||||
NOTE 2 – RELATED PARTY TRANSACTIONS- EQUITY
Preferred Stock
Series B Preferred Stock and Inventory Purchase
On March 31, 2011 the Company acquired 20,000 cartoon animated cels (the “Cel Art”) from Continental Investments Group, Inc. (the “Agreement”). The Company had outstanding accounts payableissued 50,000 shares of its Series B Convertible Preferred Stock to related partiesContinental Investments Group, Inc. as consideration for the Cel Art, such shares of $71,900 and $19,625 asSeries B Convertible Preferred Stock having a stated value per share of September 30, 2013 and December 31, 2012, respectively. These payables represent legal and administrative fees paid on behalf$100. The Cel Art consists of collectible, hand-painted cartoon animation cels. The shares of Series B Preferred Stock are convertible into common shares of the Company at the stated value of $100 per share divided by its officers.
Series A Preferred Stock Issuance and Rescission
On March 31, 2011 the Company approved the issuance of the promissory note, $2,500 was recorded51 shares of preferred stock designated as debt discount. The discount is being amortized over the termSeries A Convertible Preferred Stock (the “Series A Preferred Stock”) to three officers of the note to interest expense. During April 2013,Company in consideration for the Company paid off the $32,500 note andofficers forgiving $300,000 of accrued interest and penaltiessalaries. Each share of $10,000. The discount balance was $0 and $1,809 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $34,309 was recognized as interest expense as of September 30, 2013.
Common Stock
On January 29, 2014, the Company sold 1,500,000 shares of its common stock duringfor $0.01 per share and net proceeds of $15,000.
On March 28, 2014, the ten trading day period priorCompany issued 5,000,000 shares of its common stock pursuant to the conversion date after 180 days.acquisition of its subsidiary. The shares were valued at a total of $87,500 or $0.0175 per share, the closing price of the company’s common stock on the OTCQB.
Common Stock Warrants
During 2011, eight individuals purchased 3,870,000 shares of common stock, 774,000 A Warrants and 774,000 B Warrants for $217,000. A total of 574,000 and 200,000 A Warrants are exercisable at a strike price of $0.25 and $0.10, respectively for three years; 574,000 and 200,000 B Warrants are exercisable at a strike price of $0.50 and $0.20, respectively for three years. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlementcan call each of the above conversion options.Warrants after twelve months if the price of the Common Shares of the Company in the Market is 150% of the Warrant strike price for 10 consecutive days.
11
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
During March 31, 2010, 250,000 shares of warrants issued to AudioEye at an exercise price of $0.07 per share and a term of 5 years. See Note 5 for additional information on the derivative liability.
A summary of warrant activity for the three months ended March 31, 2014 and the years ended December 31, 2013 and 2012 is as follows:
Outstanding and Exercisable | Weighted average Exercise Price | |||||||
| December 31, 2011 | 1,798,000 | $ | 0.28 | |||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| December 31, 2012 | 1,798,000 | $ | 0.28 | |||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| December 31, 2013 | 1,798,000 | $ | 0.28 | |||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Expired | (298,000 | ) | ||||||
| March 31, 2014 | 1,500,000 | $ | 0.28 | |||||
As of March 31, 2014, the warrants have a weighted average remaining life of 0.28 years with $0 aggregate intrinsic value.
12
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
NOTE 3 - NOTES PAYABLE
Paul Sherman Agreement
On May 12, 2012, the Company modified its July 24, 2011 agreement with Paul Sherman into a $9,943 convertible promissory note bearing interest at 2% and due on May 15, 2013. The convertible promissory note is convertible at a price equal to the close price on the day prior to Paul Sherman’s request for conversion, but not to go below $.001. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as a liability. The fair value of the embedded conversion option resulted in a discount of $8,875 on the date of the note. The discount is being amortized over the term of the note to interest expense. The discount balance was $0 and $3,376$0 as of September 30, 2013March 31, 2014 and December 31, 2012,2013, respectively. Amortization of $0 and $3,376 was recognized as interest expense as of September 30, 2013.during the three months ended March 31, 2014 and the year ended December 31, 2013, respectively. The convertible promissory note has an outstanding balance of $9,943 and $9,943 as of September 30, 2013March 31, 2014 and December 31, 2012,2013, respectively.
NOTE 4 - DERIVATIVE LIABILITIES
The Company has variousa convertible instrumentsinstrument outstanding more fully described in Note 3. Because the number of shares to be issued upon settlement cannot be determined under these instruments, the Company cannot determine whether it will have sufficient authorized shares at a given date to settle any other of its share-settleable instruments. As a result, underIn accordance with ASC 815-15 “Derivatives and Hedging”, all otherthe convertible share-settleable instruments must beare classified as liabilities.
CMG HOLDINGS GROUP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Embedded Derivative Liabilities in Convertible Notes
During the nine monthsyears ended September 30,December 31, 2013 and 2012, the Company recognized new derivative liabilities of $98,097 and $721,590, respectively, as a result of new convertible debt issuances. The fair value of these derivative liabilities exceeded the principal balance of the related notes payable by $0 and $0 for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively. As a result of conversion of notes payable described above, the Company reclassified $0 and $9,240,920 from equity and $0 and $0 of derivative liabilities to equity during the three months ended March 31, 2014 and the year ended December 31, 2013, respectively. The Company recognized a $165,938 gain of $11,121 and $598,153 loss,a gain of $210,810 on derivatives due to change in fair value of the liability forduring the ninethree months ended September 30,March 31, 2014 and the year ended December 31, 2013, and 2012, respectively. The fair value of the Company’s embedded derivative liabilities was $78,129$0 and $145,970$11,121 at September 30, 2013March 31, 2014 and December 31, 2012,2013, respectively.
Warrants
During the fiscal year 2011, 899,000774,000 A Warrants and 899,000774,000 B warrants were issued to individuals. The Company determined that the instruments embedded in the warrants should be classified as liabilities. During March 31, 2010, 250,000 shares of warrants issued to AudioEye at an exercise price of $0.07 per share and a term of 5 years.
Under ASC 815-15, “Derivatives and Hedging” the liabilities were subsequently measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. The fair value of all outstanding warrants as of September 30, 2013March 31, 2014 and December 31, 20122013 was $1,750$2,814 and $12,007,$1,811, respectively. The Company recognized $10,257a gain of $2,199 and $4,532 as gain on derivative$10,196 related to the warrants for the ninethree months ended September 30,March 31, 2014 and the year ended December 31, 2013, and 2012, respectively.
The following table summarizes the derivative liabilities included in the consolidated balance sheet:
| Derivative Liabilities | ||||
| Balance at December 31, 2012 | $ | 145,970 | ||
| ASC 815-15 additions | 98,097 | |||
| Change in fair value | (85,712) | |||
| ASC 815-15 deletions | (80,226) | |||
| Balance at September 30, 2013 | $ | 78,129 | ||
| Gain/(Loss) on Derivative Liability | ||||||||
For the Nine Months Ended September 30, | ||||||||
| 2013 | 2012 | |||||||
| Change in fair value | (85,712 | ) | 459,333 | |||||
| Convertible debt settled in cash | (80,226 | ) | ||||||
| Excess of fair value of liabilities over note payable | - | 138,820 | ||||||
| Total (Gain)/Loss on Derivative Liability | (165,938 | ) | 598,153 | |||||
| Derivative Liabilities | ||||
| Balance at December 31, 2011 | $ | 444,150 | ||
| ASC 815-15 additions | 721,590 | |||
| Change in fair value | 192,025 | |||
| ASC 815-15 deletions | (1,211,795 | ) | ||
| Balance at December 31, 2012 | 145,970 | |||
| ASC 815-15 additions | 98,097 | |||
| Change in fair value | (210,180 | ) | ||
| ASC 815-15 deletions | (22,766 | ) | ||
| Balance at December 31, 2013 | 11,121 | |||
| ASC 815-15 additions | 5,013 | |||
| Change in fair value | (2,199 | ) | ||
| ASC 815-15 deletions | (11,121 | ) | ||
| Balance at March 31, 2013 | $ | 2,814 | ||
The Company values its warrant derivatives and all other share settable instrument using the Black-Scholes option pricing model. Assumption used include (1) 0.01%0.06% to 1.96%0.13% risk-free interest rate, (2) life is the remaining contractual life of the instrument (3) expected volatility 70%55% to 426%239%, (4) zero expected dividends, (5) exercise price as set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.
We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
On April 21, 2011, the Company was served with a lawsuit that was filed in Clark County, Nevada against the Company by A to Z Holdings, LLC and seven other individuals or entities. The complaint alleges, among other things, that the Company’s Board of Directors did not have the power to designate series A and B preferred stock without amending the articles of incorporation. The complaint also alleges any such amendment would require shareholder approval and filing of a proxy statement. On April 20, 2012, the Company settled with A to Z Holdings, LLC and seven other individuals or entities for $10,000. The Company has accrued this settlement liability as of September 30, 2013.
14
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
On July 6, 2011, the Company was served with a lawsuit filed in the Circuit Court for the County of Multnomah, Oregon. The complaint alleges breach of contract and entitlement to consulting fees from the Company. The Company disagrees with the allegations contained in the Complaint and intends to vigorously defend the matter and otherwise enforce its rights with respect to the matter. The Company has retained counsel and is prepared to defend this lawsuit. The Company believes that the claims are frivolous pursuant to the terms of the contract. The case was settled inon September 28, 2012 for $30,000. The Company has accrued for this liability as of September 30,March 31, 2014 and December 31, 2013.
On March 28, 2014 we received a letter from a former Chief Executive Officer of our subsidiary, XA, claiming unpaid severance and paid- time-off. Total of the contingent claim amounted to $250,661. We are currently in the process to settle the claim.
NOTE 6 - ACQUISITION OF GOOD GAMING, INC.
On March 28, 2014, CMG Holdings, Inc. (the “Company” or “CMG”), completed its acquisition of 100% of the shares of Good Gaming, Inc. (“GGI”) by entering into a Share Exchange Agreement (the “SEA”) with BMB Financial, Inc. and Jackie Beckford, the then shareholders of GGI. The sole owner of BMB Financial, Inc. is also the sole owner of Infinite Alpha, Inc. which provides consulting services to CMG. The transaction was completed under the purchase method of accounting. Pursuant to the SEA, the Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipment and consultant compensation and a commitment to pay $200,000 in development costs, of which $50,000 of the development costs had been advanced by the Company. In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. In accordance with the purchase method of accounting, the Company recorded $87,500 of Goodwill. A full valuation of the transaction is not yet completed as of March 31, 2014
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company had outstanding accounts payable to a former officer and director who was a related party at December 31, 2012 of $19,625. The payables represent legal and administrative fees paid on behalf of the Company. These payables were settled during the year ended December 31, 2013.
XA has made business reimbursements to a consulting firm which is controlled by its former CEO. The accounts payable in the amount of $47,912 and $47,912 is included in account payable as of March 31, 2014 and December 31, 2013, respectively. Total amount submitted to the Company for reimbursement from the consulting firm is $0 and $142,060 for the three months ended March 31, 2014 and the year ended 2013, respectively.
NOTE 8 - SEGMENTS
The Company had one reportable segment during the three months ended March 31, 2014 and the year ended December 31, 2013, event marketing.
NOTE 9 - SALE OF CREATIVE MANAGEMENT OF DELAWARE, INC.
On June 25, 2012, the Company, as a result of desiring to exit from the talent management business, sold its wholly owned subsidiary Creative Management of Delaware, Inc. (formerly Creative Management Group, Inc.) to Creative Management Global, Inc. pursuant to a Stock Purchase Agreement. The Purchase Price of this Agreement calls for Creative Management Global, Inc. to pay to the Company as consideration for the shares of Creative Management of Delaware, Inc., a royalty payment and deferred payment. The royalty payment is effective as of the closing of this agreement and for a period of nineteen (19) months of 10% of cash or other payment received as gross revenues less direct costs earned. The remainder of the purchase price, following payment of the royalty payments, will consist of a final payment to the Company by Creative Management Global, Inc. in the amount of One Hundred Thirty Three Thousand ($133,000). The final payment will be paid after Creative Management Global, Inc. year-end 2013 financial statements are completed and audited by an independent accounting firm and will reflect the total company gross revenues less direct costs for the years 2012, and 2013. No assets have been sold in this transaction and, as a result, no gain was recorded on the sale of this subsidiary.
15
CMG HOLDINGS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Unaudited)
NOTE 610 – EARNINGS PER SHARERESIGNATION OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD.
| For the nine months ended | ||||||||||||
| September 30, 2013 | ||||||||||||
| Weighted | ||||||||||||
| Average | ||||||||||||
| Shares | Per | |||||||||||
| Income | Outstanding | Share | ||||||||||
| Basic: | ||||||||||||
| Income attributable to common stock | 2,070,484 | 295,054,040 | 0.01 | |||||||||
| Effect of Dilutive Securities: | ||||||||||||
| Convertible Debt | - | 11,408,959 | ||||||||||
| Diluted: | ||||||||||||
| Income attributable to common stock, including assumed conversions | 2,070,484 | 306,462,999 | 0.01 | |||||||||
NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Company subsidiary rents office space for its office at Chicago and New York. The lease expires in March 31, 2021 for its Chicago office. During 2013, the Company renewed a five year lease expiring May 31, 2018 for its New York office. Future minimum lease payments under the two operating lease are as follows:
Year ending December 31, 2013 | ||||
| 2014 | $ | 143,353 | ||
| 2015 | 196,805 | |||
| 2016 | 202,572 | |||
| 2018 | 208,440 | |||
| 2019 | 141,784 | |||
| After | 214,205 |
Except as discussed above in Note 5, The Company is not the subject of any pending legal proceedings and, to the knowledge of management; no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.
On March 28, 2014 we received a letter from a former Chief Executive Officer of our subsidiary, XA, claiming unpaid severance and paid- time-off. Total of the contingent claim amounted to $250,661. We are currently in the process to settle the claim.
NOTE 12 - SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date these potentially dilutive securities was anti dilutive totaled 1,798,000financial statements became available for issuance.
On April 7, 2014, we issued our newly appointed CEO and Chairman of the nine month period ended September 30, 2013.Board of Directors, as compensation, a warrant to purchase a total of 40,000,000 shares of Common Stock at the exercise price of $0.0155 with a term of 5 years.
ITEM 2: - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Form 10-Q/A10-Q (this “ Amended Quarterly“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which includes, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the timely development and market acceptance of our products and technologies, the competitive nature of and anticipated growth in our markets, our ability to achieve cost reductions, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “believe,”, “expects”, “intends”, “plans”, “believes, “seeks”, “assume,” “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. All statements in this Quarterly Report regarding our future strategy, future operations, projected financial position, estimated future revenue, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this Quarterly Report was filed with the Securities and Exchange Commission (“SEC”). We expressly disclaim any obligation to revise or update publicly any forward-looking statements even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Unless the context indicates otherwise, the terms “Company”, “Corporate”, “CMGO”, “our”, and “we” refer to CMG Holdings Group, Inc. and its subsidiaries.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2013MARCH 31, 2014
Gross revenues increased from 374,104$1,023,169 for the three months ended September 30, 2012March 31, 2013 to $1,048,407$1,554,748 for the three months ended September 30, 2013.March 31, 2014. The increase in revenues was mainly due to market and economic conditions in our event marketing, event management and public relations and consulting business of XA, The Experiential Agency, Inc. (XA) as well as the sale of Audio Eye on August 17, 2012. .
Cost of revenue increased from $422,233$542,034 for the three months ended September 30, 2012March 31, 2013 to $722,819$880,992 for the three months ended September 30, 2013.March 31, 2014. The increase in cost of goods sold was due to market and economic conditionsthe increase in our event marketing, event management and public relations and consulting businessrevenues of XA, The Experiential Agency, Inc. (XA) as well as the sale of Audio Eye on August 17, 2012. .
Operating expenses increased from $1,216,921$1,166,972 for the three months ended September 30, 2012March 31, 2013 to $ 1,448,677$1,775,280 for the three months ended September 30, 2013.March 31, 2014. The increase in operating expenses is mainly due to the increase in cost of revenues from $422,233 for the three months ended September 30, 2012 to $722,819March 31, 2014.
Net loss decreased from $288,746 for the three months ended September 30, 2013.
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 2014, the Company’s cash on hand was $2,616,737.
Cash provided by operating activities for the three months ended September 30, 2013. The decrease in net income is mainly dueMarch 31, 2014 was $1,890,549, as compared to a decrease in income on salecash provided by operating activities of discontinued operations from $4,115,771$951,388 for the three months ended September 30, 2012March 31, 2013. This change is due to realized and unrealized gains on marketable securities of $2,456 and $193,487, respectively for the three months ended March 31, 2014 as compared to $0 for the three months ended September 30,March 31, 2013, associated toincrease of prepaid expenses and other current assets in the spinoff transaction related to AudioEye, Inc.
March 31, 2013.
Cash used infrom investing activities for the ninethree months ended September 30, 2013March 31, 2014 was $0$234,600 as compared cash used in investing activities of $4,841$0 for the ninethree months ended September 30, 2012.March 31, 2013. During the three months ended March 31, 2014, the Company purchased computer equipment in the amount of $15,400 for its subsidiary, Good Gaming, Inc. and sold 925,925 shares of the Company’s holdings in AudioEye, Inc., for net proceeds of $250,000.
Cash provided by financing activities for the ninethree months ended September 30, 2013March 31, 2014 was $52,000,$15,000, as compared to $448,305$0 provided for the ninethree months ended September 30, 2012.March 31, 2013. The decrease during the nine months ended September 30, 2013,increase of $15,000 was primarily due to the decrease by $415,640 in cash provided by discontinued operations.
| Title of Class | Name | Shares | Percent | |||||||
| Common Stock | Alan Morell | 18,622,944 | 6.3 | % | ||||||
| Common Stock | Jeffrey Devlin | 0 | 0 | % | ||||||
| All Directors, Executive Officers and 5% shareholders | 18,622,944 | 6.3 | % | |||||||
ITEM 3: - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS
17
ITEM 4: - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2014. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2014, the Company’s disclosure controls and procedures were not effective due to the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2013.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of 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 due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its evaluation as of December 31, 2013, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2013 due to the identification of a material weakness. A material weakness is a deficiency, or a combination of control 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. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. As soon as our finances allow, we will hire sufficient accounting staff and we are continuingimplement appropriate procedures for monitoring and review of work performed by our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Officer, Chief Financial OfficerOfficer.
In performing this assessment, management has identified the following material weaknesses as of December 31, 2013:
| · | There is a lack of segregation of duties necessary for a good system of internal control due to insufficient accounting staff due to the size of the Company |
| · | Lack of a formal review process that includes multiple levels of reviews |
| · | Employees and management lack the qualifications and training to fulfill their assigned accounting and reporting functions |
| · | Inadequate design of controls over significant accounts and processes |
| · | Inadequate documentation of the components of internal control in general |
| · | Failure in the operating effectiveness over controls related to valuing and recording equity based payments to employees and non-employees |
| · | Failure in the operating effectiveness over controls related to valuing and recording debt instruments including those with conversion options and the related embedded derivative liabilities |
| · | Failure in the operating effectiveness over controls related to recording revenue and expense transactions in the proper period |
| · | Failure in the operating effectiveness over controls related to evaluating and recording related party transactions |
The Company is not required by current SEC rules to include, and directors will continuedoes not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.Management's reports on the Company's internal control over financial reporting. As of March 31, 2014 no changes have occurred.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except for the above, no change in the Company’s internal control over financial reporting occurred during the monthperiod ended June 30, 2013,March 31, 2014, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.
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ITEM 1 – LEGAL PROCEEDINGS
We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
On July 6, 2011, the Company was served with a lawsuit filed in the Circuit Court for the County of Multnomah, Oregon. The complaint alleges breach of contract and entitlement to consulting fees from the Company. The case was settled in 2012 for $30,000. The Company$30,000 and the settlement amount has accrued for this liability as of June 30, 2013.not been paid.
ITEM 1A – RISK FACTORS
The Company 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
On April 7, 2014, we issued to our newly appointed CEO and Chairman of the Board of Directors, as compensation, a warrant to purchase a total of 40,000,000 shares of Common Stock at the exercise price of $0.0155 with a term of 5 years.
Except as disclosed above, all unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 8-K.
ITEM 3 – DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
ITEM 5 – OTHER INFORMATION
None.
Exhibit Number | Description of | Filing Reference |
| 4.1 | Form of Warrant issued to Glenn Laken. | Filed herewith. | ||
| 10.1 | Employment Agreement, dated April 30, 2014, between the Company and Glenn Laken. | Filed herewith. | ||
| 31.01 | Certification of | Filed herewith. |
| 31.02 | Certification of | Filed herewith. | ||
| 32.01 | CEO and CFO Certification Pursuant to Section 906 of the | Filed herewith. | ||
| 101.INS | XBRL Instance Document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||
* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
| CMG HOLDINGS GROUP, INC. | ||
| Dated: May 15, 2014 | By: | /s/ Glenn Laken | ||||
Glenn Laken Chief Executive Officer | ||||||
| Dated: May 15, 2014 | By: | /s/ Jeffrey Devlin | ||||
Jeffrey Devlin Chief Financial Officer |
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