Loading...
Docoh

CMG (CMGO)

Filed: 18 Aug 09, 12:00am

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 ended June 30, 2009
 
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
 
 
---------------------------------------------------------------

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 August 18, 2009, there were 42,400,000 common stock of the registrant issued and outstanding.
                    
 
1


 
CMG HOLDINGS, INC.
 
FORM 10-Q


Item # Description Page Numbers
      
    3 
      
  3 
      
  10 
      
   11 
      
  12 
      
     
      
  13 
      
   13 
      
  13 
      
   13 
      
  13 
      
  13 
      
   14 
      
   15 
      
    
      
    
      
    
      
    


 
 
2

 

 


CMG HOLDINGS, INC.
 UNAUDITED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED JUNE 30, 2009 AND 2008
 
 
 CONTENTS
 ______________________________________________________________________________________
 
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 (Unaudited)4
 
Consolidated Statements of Operations for the three months and six months ended June 30, 2009 and 2008 (Unaudited) 5
 
Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008 (Unaudited)6
 
Notes to Consolidated Financial Statements (Unaudited)7
 
 

 
3

 


CMG HOLDINGS, INC 
CONSOLIDATED BALANCE SHEETS 
(unaudited) 
  
  June 30, 2009  December 31, 2008 
ASSETS      
       
CURRENT ASSETS:      
          Cash $87,553  $13,934 
          Accounts receivable  531,594   1,050 
          Prepaid an other  6,130   -- 
                     Total current assets  625,277   14,984 
         
          Software licenses, net accumulated depreciation of $4,333 and $-, respectively  47,667   -- 
          Intangible assets, net accumulated amortization of $74,584 and $-, respectively  820,414   -- 
          Deposits  300,000   300,000 
           TOTAL ASSETS $1,793,358  $314,984 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
CURRENT LIABILITIES:        
           Client payable $123,036  $8,000 
           Accounts payable  660,280   29,320 
           Accrued liabilities  752,571   415,359 
           Line of credit  150,406   108,231 
           Advance from related party  25,000   -- 
                     Total current liabilities  1,711,293   560,910 
         
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 issued,  and  31,726,518 and  31,726,518 shares outstanding respectively  31,727   31,727 
      Additional paid-in-capital  4,449,863   4,449,863 
       Shares held in reserve, 10,673,482 and 10,673,482 shares held, respectively.  10,673   10,673 
      Accumulated deficit  (4,410,198)  (4,738,189)
         
  TOTAL STOCKHOLDERS’ DEFICIT  82,065   (245,926)
         
              TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $1,793,358  $314,984 

 
See accompanying notes to consolidated financial statements
 
 
4

 
Table of Content
 
CMG HOLDINGS, INC 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(unaudited) 
  
  
  Three months ended Six months ended 
  June 30, June 30, 
  2009  2008 2009 2008 
           
Gross revenues $1,074,112  $--  $1,286,506  $399,167 
Cost of goods sold  201,517   --   201,517   -- 
Net revenues  872,575   --   1,084,989   399,167 
 
                
Operating expenses  1,480,470   796,920   1,844,774   2,531,415 
                 
   Operating loss  (607,875)  (796,920)  (759,785)  (2,132,248
                 
Other income (expense)                
Brgain purchase gain  1,038,733   --   1,038,733   -- 
       Interest expense  (1,878)  (62,464)  (3,264)  (84,844
Interest income  53,692   3,416   52,307   15,757 
                 
         Net income (loss) $482,672  $(855,968) $327,991  $(2,201,335
                 
Basic and diluted income (loss) per common share $0.02  $(0.04) $0.01  $(0.11
                 
                 
Basic and diluted weighted average common shares outstanding
  31,726,518   23,998,549   31,726,518   19,709,450 
 
 
See accompanying notes to consolidated financial statements

 
 
5

 
 
CMG HOLDINGS, INC 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(unaudited) 
       
  Six months ended 
  June 30, 
  2009  2008 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net Gain (Loss) $327,991  $(2,201,335
Adjustments to reconcile net loss to net cash used in operating activities:
        
 Shares issued for services  --   1,491,778 
 Additional shares issued for interest expense  --   62,464 
 Bargain purchase gain  (1,038,733)  -- 
 Amortization  78,917   -- 
Changes in:        
Accounts receivable  (288,353)  (304,167
            Prepaid expense  (6,130)  17,454 
            Accounts payable  630,960   (124,826
Accrued expense    451,792   510,522 
         
 Net cash provided by (used in) operating activities  156,444   (548,110
         
CASH FROM INVESTING ACTIVITIES        
            Cash paid for acquisition of Pebble Beach Enterprises, Inc.  --   (600,000
            Cash paid to acquire a bank loan  (150,000)  -- 
         
Net cash used in investing activities:  (150,000)  (600,000
         
FINANCING ACTIVITIES        
            Advance from a related party  25,000   -- 
            Net borrowings on line of credit  42,175   (132,763
            Contributions to capital  --   30,000 
            Borrowing on convertible notes  --   314,000 
         
Net cash provided by financing activities  67,175   211,237 
         
Net increase (decrease) in cash  73,619   (936,873
    Cash, beginning of period  13,934   1,213,035 
    CASH BALANCE AT END OF PERIOD $87,553  $276,162 
Supplemental cash flow information:        
            Income tax paid $--  $-- 
            Interest paid  --   -- 
         
Non-cash investing and financing activities:        
            Assets acquired after foreclosing on bank loan $242,191   -- 

 
See accompanying notes to consolidated financial statements


 
6

 

CMG HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of CMG Holdings, 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 2008 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 indicative of the results to be expected for the full year. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and management’s discussion and analysis of financial condition and results of operations included in the Company’s Annual Report for the year ended December 31, 2008 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 2008, as reported in the Form 10-K, have been omitted.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of CMG Holdings, Inc., Creative Management Group and CMG Acquisitions, Inc., CMGO Capital, Inc. and CMGO Events Marketing, Inc, Creative Management Group Logistics, Inc. after elimination of all significant inter-company accounts and transactions.

INTANGIBLE ASSETS, GOODWILL AND IMPAIRMENT OF LONG-LIVED ASSETS

Intangibles are recorded at cost and amortized on the straight-line method over their estimated useful lives. Goodwill is reviewed annually. Intangible valuation and Goodwill impairment are determined using similar processes. For intangibles, the first step is to compare the fair value of the intangible to its carrying amount.  For Goodwill, the first step is to compare the fair value of a reporting unit with its carrying amount, including goodwill. Inova determines the fair value of both intangibles and reporting units by using a discounted cash flow (“DCF”) analysis approach. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. The cash flows employed in the DCF analyses are based on Inova’s budget and long-term business plan, and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

BUSINESS COMBINATION

The Company accounts for business combination in accordance with SFAS No. 141R, "Business Combinations". In December 2007, the FASB issued SFAS No. 141R which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and for disclosure to enable evaluation of the nature and financial effects of the business combination.

NEW ACCOUNTING PRONONCEMENT

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. This standard is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for fiscal years and interim periods ended after June 15, 2009. The Company adopted this standard effective June 15, 2009, and has evaluated any subsequent events through August 18, 2009. The Company has no significant subsequent events for the period from July 1, 2009 through August 18, 2009.

 
7

 

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, the Company has an accumulated deficit and a working capital deficit as of June 30, 2009. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, the Company may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


NOTE 3 – NOTE RECEIVABLE AND ASSET ACQUISITION

On March 6, 2009, the Company, through a newly formed wholly owned subsidiary CMGO Capital, Inc., a Nevada corporation, completed a Note Purchase Agreement with Bank of America to purchase the senior secured debt obligations of The Experiential Agency, Inc. The purchase price of the Note Purchase Agreement with Bank of America to purchase the senior secured debt obligations of The Experiential Agency, Inc. was a total of $150,000.

On April 1, 2009, CMG Holdings, Inc. foreclosed on the note and completed the acquisition of the assets of The Experiential Agency, Inc. The Experiential Agency, Inc. offers a full degree of solutions, services and consulting expertise comprising of management, creation, and execution of entertainment event for corporate clients and individual clients general service areas of event marketing, interactive marketing, event production, public relations, talent representation, corporate consulting, digital media. The Experiential Agency, Inc. earns consulting fees when it provides general consulting services and generates revenues for services for event marketing and communications assignments. As a result of the acquisition of the assets of Experiential Agency, Inc., the Company is expected to be the premier provider of solutions, services and consulting expertise comprising of management, creation, and execution of entertainment event for corporate clients and individual clients general service areas of event marketing, interactive marketing, event production, public relations, talent representation, corporate consulting, digital media and services in those markets. The Company also expects to reduce costs through economies of scale.

In accordance with FAS 141R, the Company determined the assets acquired constituted a business and applied purchase accounting to the assets acquired.

The assets acquired include accounts receivable and software licenses with a fair value of $242,191 and $52,000, respectively.

The fair value of the acquired identifiable intangible assets of $894,998 is provisional pending receipt of the final valuations for those assets. The $894,998 of acquired intangible assets (customers list/company name) has a useful life of approximately 3 years. During the six months ended June 30, 2009, the Company recorded amortization expense of $78,917.

The Company recognized a gain of $1,038,733 as a result of the asset acquisition. The gain is included in other income in the Company’s statement of operations for the six months ended June 30, 2009

The following table summarizes the consideration paid for acquisition of the assets and the amount of the assets acquired at the acquisition date as well as the fair value at the acquisition date.
 
Consideration:
 
Cash Consideration $150,000 
     
Total  $150,000 
     
Acquisition-related costs $-- 
     
Recognized amounts of identifiable assets acquired and liabilities assumed:    
     
Accounts receivable  242,191 
Software licenses  52,000 
Identifiable intentangible assets  894,998 
     
Total identifiable net assets  1,188,733 
Bargain purchase gain  (1,038,733)
     
Total $150,000 
 

8

The amounts of The Experiential Agency, Inc revenues and earnings included in the Company’s consolidated statement of operations for the six months ended June 30, 2009, and the revenues and earnings of the combined entity had the acquisition date been January 1, 2009, or January 1, 2008, are:
 
 
  Revenues  Earnings 
Actual from April 1, 2009 to June 30, 2009 $872,595  $482,672 
Supplemental pro forma from 04/01/08 – 06/30/08  1,788,887   (727,025)
Supplemental pro forma from 01/01/09 – 06/30/09  2,310,681   579,120 
Supplemental pro forma for 01/01/08 – 06/30/08                             4,095,829   (2,077,434)
 
 
NOTE 4 – ADVANCE FROM RELATED PARTY

In March 2009, the Company received a total of $25,000 advances from one of its officer/directors. The funds were used by the Company for working capital purposes. The payable bears 0% interest, is unsecured and is due on demand.


 
9

 
 

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation contains “forward looking statements.” Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report.
 

PLAN OF OPERATION

RESULTS OF OPERATIONS

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2009

Net revenues increased from $399,167 in the six months period ending June 30, 2008 to $1,084,989 for the six months period ending June 30, 2009. The increase in revenues is mainly due to more revenues generated in public relations, marketing services and event marketing consulting business. Also, during the second quarter of 2009, after the acquisition of assets of The Experiential Agency, Inc., we started to generate and recognize revenues from this new line of business.
 
Operating expenses decreased from $2,531,415 for the six months ending June 30, 2008 to $1,844,774 for the same period in 2009. This was mainly due to the Company recognized significant stock-based compensation costs in 2008 and in 2009 the Company did not have any of this type of expense. The expenses for 2009 mainly incurred for marketing services, public relations, consulting services and event marketing.
 
Net income increased from a net loss of $2,201,335 for the six months ending June 30, 2008 to net income of $327,991 for the same period in 2009. The increase in net income is mainly due to more revenues generated and not having any stock-based compensation expense in 2009 compared to 2008.

FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2009

Net revenues increased from $0 in the three months period ending June 30, 2008 to $872,595 for the three months period ending June 30, 2009. The increase in revenues is mainly due to more revenues generated in public relations, marketing services and event marketing consulting business. Also, during the second quarter of 2009, after the acquisition of assets of The Experiential Agency, Inc., we started to generate and recognize revenues from this new line of business.
 
Operating expenses increased from $796,920 for the three months ending June 30, 2008 to $1,480,470 for the same period in 2009. This was mainly due to the Company recognized expenses for marketing services, public relations, consulting services and event marketing.
 
Net income increased from a net loss of $855,968 for the three months ending June 30, 2008 to net income of $482,672 for the same period in 2009. The increase in net income is mainly due to more revenues generated.


LIQUIDITY AND CAPITAL RESOURCES.

As of June 30, 2009, the Company’s cash on hand was $87,553.
 
Cash provided by operations for the six months period ended June 30, 2009 was $156,444, as compared to cash used by operations of $548,110 for the six months ended June 30, 2008. The increase in cash provided by operating activities is mainly due to more revenues generated in public relations, marketing services and event marketing consulting business during six months ended June 30, 2009.
 
Cash used in investing activities for the six month period ended June 30, 2009 was $150,000, as compared to $600,000 for the six months ended June 30, 2008. For the six months ended June 30, 2008, the Company incurred $600,000 for the acquisition of Pebble Beach Enterprises, Inc. and for the six month ended June 30, 2009, the Company paid $150,000 to obtain a note receivable regarding the note purchase agreement to purchase the senior secured debt obligations of The Experiential Agency, Inc.

 
10

 

Cash provided by financing activities for the six month period ended June 30, 2009 was $67,175, as compared to $1,029,830 provided for the six months ended June 30, 2008. In 2008, the Company obtained $314,000 from selling convertible notes.


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 ClassName Shares  Percent (1) 
          
Common StockCMG Acquisitions, Inc.  14,085,789   33.22%
          
 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 ClassName Shares  Percent (1) 
          
Common StockAlan 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)Beneficial ownership is determined in accordance with the rules of the Securities 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 Reorganization. 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. directly, and is the beneficial owner of 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.



None.
 
 
11

 
 

(a) Evaluation of disclosure controls and procedures.
 
Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is collected and communicated to management to allow timely decisions regarding required disclosures. The Chief Executive Officer and the Chief Financial Officer have concluded, based on their evaluation as of June 30, 2009, the disclosure controls and procedures were ineffective in providing reasonable assurance that material information is made known to them by others within the Company:
 
a)    We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of generally accepted accounting principles commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis; and
 
b)    There is a lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
 
Management’s efforts to address these deficiencies in its disclosure controls and procedures is reflected in its commitment to providing continued education and training for our Chief Financial Officer and accounting staff to ensure the level of expertise required for a public company. In addition, management has budgeted in the coming year for additional accounting staff to address internal control weaknesses associated with lack of segregation of duties.
 
(b) Changes in internal controls
 
There have been no changes to our internal control in the quarter ended June 30, 2009.


 
12

 




 

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

None


ITEM 3 – DEFAULT UPON SENIOR SECURITIES
 
None
 
 

None

 
None
 

 
13

 

 
              Exhibit No.                 Document Description

 31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange              Act, as amended.

 31.2Certification 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 April 8, 2009 - Item 2.01 Completion of Acquisition of Assets - announcing the acquisition of The Experiential Agency, Inc.
 
 
14

 


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: August 18, 2009  
 By:  /s/ ALAN MORELL
           Alan Morell
          Chief Executive Officer and
          Chairman of the Board
   
 Date: August 18, 2009 
 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 August 18, 2009 
    of the Board  
       
/s/James I. Ennis James I. Ennis CFO & Director August 18, 2009
       


 
15