Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 30, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | CMG Holdings Group, Inc. | ||
Entity Central Index Key | 1346655 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $2,895,000 | ||
Entity Common Stock, Shares Outstanding | 289,500,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash | $27,886 | $476,588 |
Marketable securities | 764,088 | |
Accounts receivable, net of allowance of $0 and $0, respectively | 287,094 | |
Prepaid expenses and other current assets | 8,400 | 8,400 |
Total Current Assets | 36,286 | 1,536,170 |
Property and equipment, net | 32,192 | |
Goodwill | 54,500 | |
Other noncurrent assets, net | 60,078 | |
TOTAL ASSETS | 122,978 | 1,596,248 |
CURRENT LIABILITIES: | ||
Accounts payable | 676,671 | 627,695 |
Deferred compensation | 40,000 | 486,875 |
Accrued liabilities | 129,422 | 593,710 |
Deferred income | 13,370 | |
Convertible notes - (Net of discount $284,329 and $0) | 74,679 | |
Derivative liabilities | 400,892 | 11,121 |
Short term debt, (net of unamortized discount of $0 and $0, respectively) | 9,943 | |
Total Current Liabilities | 1,321,664 | 1,742,714 |
TOTAL LIABILITIES | 1,321,664 | 1,742,714 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock: 450,000,000 shares authorized, par value $.001 per share; 289,329,190 and 283,657,190 shares issued and outstanding as of December 31, 2014 and December 31, 2013 | 289,329 | 283,657 |
Additional paid in capital | 14,740,042 | 14,529,751 |
Treasury Stock, 37,174 and 37,174 shares held, respectively, at cost of -0-, as of December 31, 2014 and December 31, 2013. | ||
Accumulated deficit | -16,228,057 | -14,959,874 |
TOTAL STOCKHOLDERS' DEFICIT | -1,198,686 | -146,466 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 122,978 | 1,596,248 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock: | ||
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock: |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for Doubtful Accounts Receivable | $0 | $0 |
Debt Instrument, Net of Unamortized Discount | 0 | 0 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares, Issued | 289,329,190 | 283,657,190 |
Common Stock, Shares, Outstanding | 289,329,190 | 283,657,190 |
Treasury Stock, Number of Shares Held | 37,174 | 37,174 |
Treasury Stock, Cost | 0 | 0 |
Net of discount of convertible notes | $284,329 | $0 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, Par Value | $0.00 | $0.00 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, Par Value | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statement of Operations | ||
Revenues | $7,811,423 | $7,413,796 |
Operating Expenses: | ||
Cost of revenues | 6,493,002 | 5,296,280 |
General and administrative expenses | 2,908,815 | 2,875,363 |
Total Operating Expenses | 9,401,817 | 8,171,643 |
Operating Loss | -1,590,394 | -757,847 |
Other Income (Expense): | ||
Gain on extinguishment and forgiveness of liability | 793,732 | |
Gain (loss) on derivative liability | -41,884 | 210,180 |
Realized gain on marketable securities | 496,902 | 524,668 |
Unrealized gain on marketable securities | 622,769 | |
Other income | 8,513 | 56,394 |
Derivative interest | -103,566 | |
Interest expense | -26,727 | |
Other expense | -11,027 | -255,845 |
Total Other Income (Expense) | 322,211 | 1,951,898 |
Income (loss) from continuing operations | -1,268,183 | 1,194,051 |
Net Income | ($1,268,183) | $1,194,051 |
Basic income (loss) per common share for continuing operations | ||
Basic income per common share for discontinued operations | ||
Total basic income per common share | ||
Diluted loss per share for continued operations | ||
Diluted income (loss) per common share for discontinued operations | ||
Total diluted income per common share | ||
Basic weighted average common shares outstanding | 289,329,190 | 289,674,514 |
Diluted weighted average common shares outstanding | 289,329,190 | 290,668,814 |
Consolidated_Statements_of_Cha
Consolidated Statements of Change in Stockholders' Deficit (USD $) | Total | Preferred Stock | Treasury Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 | ($1,389,883) | $50 | $37 | $294,614 | $14,469,341 | ($16,153,925) |
Beginning Balance, shares at Dec. 31, 2012 | 50,000 | 37,174 | 294,650,743 | |||
Cancellation of preferred and common stock from settlement agreement with Continental | -50 | -18,079 | 18,129 | |||
Cancellation of preferred and common stock from settlement agreement with Continental, shares | -50,000 | -18,079,267 | ||||
Shares issued for debt | 26,600 | 2,800 | 23,800 | |||
Shares issued for debt, shares | 2,800,000 | |||||
Shares issued for debt conversion | 22,766 | 4,285 | 18,481 | |||
Shares issued for debt conversion, shares | 4,285,714 | |||||
Reclassification | -37 | 37 | ||||
Reclassification, shares | ||||||
Net Income | 1,194,051 | 1,194,051 | ||||
Ending Balance at Dec. 31, 2013 | -146,466 | 283,657 | 14,529,751 | -14,959,874 | ||
Ending Balance, shares at Dec. 31, 2013 | 37,174 | 283,657,190 | ||||
Shares issued for cash | 15,000 | 1,500 | 13,500 | |||
Shares issued for cash, shares | 1,500,000 | |||||
Shares issued pursuant to acquisition of subsidiary | 87,500 | 5,000 | 82,500 | |||
Shares issued pursuant to acquisition of subsidiary, shares | 5,000,000 | |||||
Shares issued pursuant to a consulting agreement | 8,613 | 522 | 8,091 | |||
Shares issued pursuant to a consulting agreement, shares | 522,000 | |||||
Shares issued to former directors | 112,200 | 6,000 | 106,200 | |||
Shares issued to former directors, shares | 6,000,000 | |||||
Shares canceled pursuant to settlement agreement | -7,350 | -7,350 | ||||
Shares canceled pursuant to settlement agreement, shares | -7,350,000 | |||||
Net Income | -1,268,183 | -1,268,183 | ||||
Ending Balance at Dec. 31, 2014 | ($1,198,686) | $289,329 | $14,740,042 | ($16,228,057) | ||
Ending Balance, shares at Dec. 31, 2014 | 37,174 | 289,329,190 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income from continuing operations | ($1,268,183) | $1,194,051 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Amortization of debt discount | 74,679 | 152,848 |
Depreciation | 4,950 | |
Shares issued for services | 8,613 | |
Shares for previous directors | 112,500 | |
Shares cancelled | 7,152 | |
(Gain) loss on derivatives | 41,884 | -210,180 |
(Gain) loss on extinguishment of debt | -793,732 | |
Realized gain on trading securities | -496,902 | -524,668 |
Unrealized gain on trading securities | -622,769 | |
Changes in: | ||
Accounts receivable | 287,094 | -34,527 |
Prepaid expense and other current assets | 4,334 | |
Deferred income | -13,370 | |
Accrued liabilities | -464,288 | 456,368 |
Accounts payable | 48,976 | 80,043 |
Deferred compensation | -446,875 | |
Other noncurrent assets | 60,078 | |
Accounts payable, related party | -19,625 | |
Net cash provided by (used in) operating activities | -2,403,692 | -317,057 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of trading securities | 1,260,990 | 658,021 |
Net cash provided by (used in) investing activities | 1,260,990 | 658,021 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 319,000 | 104,500 |
Proceeds from sale of common stock | 15,000 | |
Payments on debt | -207,000 | |
Net cash (used in) provided by financing activities | 334,000 | -102,500 |
Net increase in cash | -448,702 | 238,124 |
Cash, beginning of period | 476,588 | 168,624 |
Cash, end of period | 27,886 | 476,588 |
Supplemental cash flow information: | ||
Interest paid | 87,273 | |
Non-cash investing and financing activity: | ||
Discount on shares issued with notes payable | 98,097 | |
Reclassification of accrued liabilities into debt | ||
Reclassification of accounts payable to short term debt | ||
Reclassification of short term debt to accounts payable | ||
Discount on notes payable from derivative liability | ||
Reclassification of derivative liabilities to additional paid-in capital | ||
Conversion of debt to equity |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – DESCRIPTION OF BUSINESS 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 Company 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 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”) completed 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 the Master Agreement; on October 2012, the Company distributed to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye in accordance with provisions of the Master Agreement. | |||||||||||||||||
On March 28, 2014, CMG Holdings Group, 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. 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. As of September 30, 2014, the Company has paid $58,600 of equipment and consultant compensation and $190,550 in development costs, of which $50,000 of the development costs had been advanced by the Company, prior to entering the agreement. 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. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of CMG Holdings Group, Inc., XA, The Experiential Agency, Inc. ("XA") and 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 | |||||||||||||||||
Financial Institutions - 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 September 30, 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 December 31and 2013, the account did not have a balance in excess of the limit. | |||||||||||||||||
Sales and Accounts Receivable - For year ended December 31, 2014 and 2013, one customer accounts for 93% 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 December 31, 2014 and 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. | |||||||||||||||||
Derivative Instruments | |||||||||||||||||
We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible promissory notes and debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. | |||||||||||||||||
Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rates, volatility and conversion and redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||||||||||||||
The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. | |||||||||||||||||
The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820, Fair Value Measurements (ASC 820), based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial 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, $0 and $0 for the three months ended and nine months ended September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets are stated at cost, net of accumulated amortization. | |||||||||||||||||
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 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. | |||||||||||||||||
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 based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||||||||||
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 with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2014 and December 31, 2013: | |||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | - | $ | - | $ | - | $ | - | |||||||||
400,892 | $ | 400,892 | |||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 764,088 | $ | - | $ | - | $ | 764,088 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 11,121 | $ | 11,121 | |||||||||
Investments in Debt and Equity Securities | |||||||||||||||||
The Company applies the provisions of Accounting Standards Codification 320, Investments – Debt and Equity 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 December 31, 2014 and 2013 are as follows: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Aggregate fair value | $ | - | $ | 764,088 | |||||||||||||
Gross unrealized holding gains (losses) | - | 622,769 | |||||||||||||||
Proceeds from sales | $ | 1,260,990 | $ | 658,021 | |||||||||||||
Gross realized gains | 496,902 | 524,668 | |||||||||||||||
Gross realized losses | - | - | |||||||||||||||
Other than temporary impairment | - | - |
Equity
Equity | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
EQUITY | NOTE 2 - EQUITY | ||||||||
Preferred Stock | |||||||||
Series B Preferred Stock and Inventory Purchase | |||||||||
During August 2013, the Company entered into a Termination Agreement and Release (the “Agreement”) with Continental Investments Group (Continental), the holder of a $85,000 convertible note payable of the Company and the holder of 2,500,000 shares of restricted common stock. The Agreement calls for the termination and cancellation of a Sale and Purchase agreement, whereby the Company agreed to issue 50,000 shares of Series B Convertible Preferred Stock in exchange for 20,000 cartoon animated Cels. The Agreement also calls for the cancellation of the $85,000 convertible note and related interest and for Continental to return the 2,500,000 shares of restricted common stock. | |||||||||
Common Stock | |||||||||
On January 29, 2014, the Company sold 1,500,000 shares of its common stock for $0.01 per share and net proceeds of $15,000. | |||||||||
On March 28, 2014, the Company issued 5,000,000 shares of its common stock pursuant to the 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. | |||||||||
On April 7, 2014, the Company issued 522,000 shares of its common stock pursuant to a consulting agreement. The shares were valued at a total of $8,613 or $0.0165 per share, the closing price of the company’s common stock on the OTCQB. | |||||||||
On May 9, 2014, the Company issued to a total of 6,000,000 shares of Common Stock to its three former directors of the Company, with each former director receiving 2,000,000 shares, pursuant to the agreements between the Company and each of the former directors dated February 5, 2014. | |||||||||
On June 30, 2014, the Company canceled 7,350,000 shares of common stock pursuant to a settlement agreement with CMGO Investors LLC and Craig Boden. | |||||||||
Common Stock Warrants | |||||||||
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. | |||||||||
A summary of warrant activity for the years ended December 31, 2014 and 2013 is as follows: | |||||||||
Outstanding | Weighted average | ||||||||
and Exercisable | Exercise Price | ||||||||
31-Dec-12 | 1,798,000 | $ | 0.28 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
31-Dec-13 | 1,798,000 | $ | 0.28 | ||||||
Granted | 40,000,000 | $ | 0.016 | ||||||
Exercised | — | — | |||||||
Expired | (1,798,000 | ) | |||||||
31-Dec-14 | 400,000,000 | $ | 0.02 | ||||||
As of December 31, 2014, the warrants have a weighted average remaining life of 4.43 years with $0 aggregate intrinsic value. | |||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT | ||||||||
2014 | 2013 | ||||||||
Equipment | $ | 33,000 | $ | - | |||||
Leasehold Improvements | 4,142 | 4,142 | |||||||
37,142 | 4,142 | ||||||||
Less accumulated depreciation | 4,950 | - | |||||||
$ | 32,192 | $ | 4,142 | ||||||
Depreciation expense was $4,950 and $0 for the years ended December 31, 2014 and 2013, respectively |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill [Abstract] | |
GOODWILL | NOTE 4 – GOODWILL |
The Company recorded goodwill of $54,500 on the purchase of Good Gaming Inc. The Company issued 5,000,000 shares of Company common stock at a value of $0.0175 per share for a value of $87,500. The Company also recorded $33,000 of equipment. | |
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 - NOTES PAYABLE |
The Company issued Iconic Holdings, LLC. a convertible promissory note of principal amount of $50,000 on September 26, 2014. The note has an interest rate of 10% and is due September 29, 2015. The note is convertible into the Company’s common stock at a conversion price equal to 70% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which note holder elects to convert all or part of the note. The unamortized discount is $36,849. The net value of the note is $31,168. The outstanding balance at December 31, 2014 is $50,000. | |
On October 1, 2014 the Company sold a Convertible Debenture in the principle amount of $114,000 to Typenex Co-Investment, LLC. The principal amount includes an Original Issue Discount in the amount of $10,000. The Debenture bears interest at an annum rate of 10% and is payable in 5 equal installments that can be paid in cash or share of the Company’s common stock. The number of shares to be issued for installment payments made in the form of shares of the Company’s common stock, shall be calculated at70% of the average of the three closing prices in the 20 trading days prior to the date of conversion, of the Company’s common stock. The Note’s maturity date is August 1, 2015. The unamortized discount is $79,875. The net value of the note is $94,394. The outstanding balance at December 31, 2014 is $114,000. | |
On October 10, 2014 the Company sold a Convertible Debenture in the principal amount of $115,000 to KBM Investments LLC. The Principle amount includes an Original Issue Discount in the amount of $11,000 and investor fees in the amount of $4,000. Total net proceeds to the Company were $100,000. The Debenture bears interest at an annum rate of 8% and can be repaid at any time prior to the date of maturity. The prepayment penalty for such prepayment ranges from 8%-25% of the principal amount paid. On the 181st day from the date of the Note. The Note is convertible into shares of the Company’s common stock. The Rate of such conversion is 75% of the lowest 3 trading prices of the Company’s common stock during the ten trading days prior to the conversion date. The Note’s maturity date is October 8, 2015. The unamortized discount is $89,022. The net value of the note is $104,923. The outstanding balance at December 31, 2014 is $115,000. | |
On December 18, 2014 the Company entered into the Securities Purchase Agreement pursuant to which it sold an 8% convertible note of the Corporation, in the aggregate principle amount of $40,000 convertible into shares of the Company’s common stock to KBM Worldwide Inc. The Note is convertible into shares of the Company’s common stock. The Rate of such conversion is 75% of the lowest 3 trading prices of the Company’s common stock during the ten trading days prior to the conversion date. The note has a maturity date of December 18, 2015. The unamortized discount is $38,575. The net value of the note is $44,106. The outstanding balance at December 31, 2014 is $40,000. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Liabilities [Abstract] | |||||
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES | ||||
The Company has a convertible instruments outstanding more fully described in Note 3. In accordance with ASC 815-15 “Derivatives and Hedging”, the convertible share-settleable instruments are classified as liabilities. | |||||
Embedded Derivative Liabilities in Convertible Notes | |||||
During the years ended December 31, 2014 and 2013, the Company recognized new derivative liabilities of $400,892 and $0, 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 $81,892 and $0 for the years ended December 31, 2014 and 2013, respectively. As a result of conversions of notes payable, the Company reclassified $0 and $9,240,920 from equity and $0 and $0 of derivative liabilities to equity during the years ended December 31 2014 and 2013, respectively. The Company recognized a loss of $41,884 and $0 on derivatives due to change in fair value of the liability during the years ended December 31, 2014 and 2013, respectively. The fair value of the Company’s embedded derivative liabilities was $400,892 and $0 at December 31, 2014 and 2013, respectively. | |||||
Warrants | |||||
Under ASC 815-15, 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 December 31, 2014 and December 31, 2013 was $51,622 and $11,121, respectively. The Company recognized an expense of $40,501 and a gain $10,196 related to the warrants for the year ended December 31, 2014 and 2013, 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 | (210,180 | ) | |||
ASC 815-15 deletions | (22,766 | ) | |||
Balance at December 31, 2013 | 11,121 | ||||
ASC 815-15 additions | 402,710 | ||||
Change in fair value | (1,818 | ) | |||
ASC 815-15 deletions | (11,121 | ) | |||
Balance at December 31, 2014 | $ | 400,892 | |||
The embedded conversion options in the Notes, which is accounted for separately as a derivative instrument is valued using a binomial lattice model because that model embodies all of the significant relevant assumptions that address the features underlying these instruments. Significant assumptions used in the model as of the date the Note was issued and as of December 31, 2014 included an expected life equal to the remaining term of the Note, an expected dividend yield of zero, estimated volatility ranging of 116%, and a risk-free rate of return of 0.13%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the Note. Volatility is based upon our expected common stock price volatility over the remaining term of the Note. The volatility used for the Note is based on the Company’s 100-day volatility, which is considered a reasonable surrogate for the volatility to be expected over the life of the Note. That volatility has generally ranged from 116% to 146%. |
Related_Party
Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Related Party [Abstract] | |
RELATED PARTY | NOTE 7 – RELATED PARTY |
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 business trade payable due to LSC Capital Advisor, a consulting firm which is controlled by Joseph Wagner, its former CEO. The payable for $47,912 is included in account payable as of December 31, 2013, respectively. Total amount billed to XA from LSC Capital Advisor is $142,060 for the year ended 2013, respectively. | |
The Company issued to three former directors 2,000,000 shares of the Company’s common stock. The Company issued the Company CEO a warrant to purchase 40,000,000 shares of the Company’s common stock at $0.0155. The warrant has a term of 5 years. The board of directors approved a monthly salary for the Company CEO of $15,000 per month. Due to negative economic factors the company has not made all of these payments and has recorded “Accrued Compensation” of $40,000 at December 31, 2014. Due to these same economic effects the Company is currently using office space provided by the Company CEO’s daughter, Alexis Laken, on a rent free basis and she is also employed as President of XA. |
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2014 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 8 – 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 September 23, 2014, XA filed a lawsuit in the Supreme Court of the State of New York, County of New York against HG and its principals alleging wrongdoing by the defendants in connection with soliciting XA’s clients and seeking against further contact with XA clients. The Company conducted an internal investigation of actions taken by XA’s former employees during the quarter ended September 30, 2014. The Company and XA plan to complete the investigation, including recovering e-mails deleted by the former employees, and to vigorously pursue any and all amounts wrongfully taken from XA. | |
The investigation has been completed, an amended complaint will be filed on June 15, 2015. New counsel has been retained to pursue the prosecution of the case and the new counsels name is Laurence Steckman of the firm Eaton and Van Winkle. There will be new defendants added and the damages sought will be substantially increased | |
In October, 2014, Ronald Burkhardt, XA,s former Executive Chairman filed a lawsuit in the Supreme Court of the State of New York, County of New York, alleging breach of his employment contract and seeking approximately $695,000 in damages. The Company believes that Mr. Burkhardt’s claim is without merit and plans to vigorously defend the lawsuit. |
Acquisition_of_Good_Gaming_Inc
Acquisition of Good Gaming, Inc | 12 Months Ended |
Dec. 31, 2014 | |
Acquisition of Good Gaming, Inc [Abstract] | |
ACQUISITION OF GOOD GAMING, INC. | NOTE 9 - 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. The Company recorded goodwill of $54,500 as a result of this acquisition and intends to test this asset for impairment every twelve months. |
Segments
Segments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segments [Abstract] | |||||||||||||||||
SEGMENTS | NOTE 10 – SEGMENTS | ||||||||||||||||
The Company splits its business activities during the December 31,, 2014 into three reportable segments. Each segment represents an entity of which are included in the consolidation. The table below represents the operations results for each segment or entity, for the year ended December 31, 2014. | |||||||||||||||||
XA | Good | CMG Holdings Group | Totals | ||||||||||||||
Gaming | |||||||||||||||||
Revenue | $ | 7,811,423 | $ | — | $ | — | $ | 7,811,423 | |||||||||
Operating expenses | 9,259,055 | 142,762 | 0 | 9,401,817 | |||||||||||||
Operating Income (Loss) | (1,447,632 | ) | (142,762 | ) | 0 | ) | (1,590,394 | ) | |||||||||
Other Income (Expense) | (11,027 | ) | — | 333,238 | 322,211 | ||||||||||||
Net Income (Loss) | $ | (1,458,659 | ) | $ | (142,762 | ) | $ | 333,283 | $ | (1,268,183 | ) |
Resignation_of_Officers_and_Me
Resignation of Officers and Members of The Board | 12 Months Ended |
Dec. 31, 2014 | |
Resignation of Officers and Members of The Board [Abstract] | |
RESIGNATION OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD | NOTE 11 – RESIGNATION OF OFFICERS AND MEMBERS OF THE BOARD. |
On May 9, 2014, the Company issued to a total of 6,000,000 shares of Common Stock to its three former directors of the Company, with each former director receiving 2,000,000 shares, pursuant to the agreements between the Company and each of the former directors dated February 5, 2014. | |
On September 17, 2014, Jeffrey Devlin resigned as Chief Financial Officer and Director of the Company. | |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 12 – GOING CONCERN |
As reported in the consolidated financial statements, the Company has an accumulated deficit as of December 31, 2014 and its current liabilities exceeded its current assets. There were recurring losses from operations and cash flows. There is a potential for this negative trend to continue. | |
These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable and to create operations that contribute capital from normal operations. If the Company cannot obtain adequate capital or revenue streams it could be forced to cease operations. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS |
As of Jan. 2015 XA no longer has a Chicago office, and the NY office space has been terminated as well. XA in NY is currently being run out of the loft of Alexis Laken to preserve capital. We are hoping to find rental space at a greatly reduced rent in the next few months. We thank Ms. Laken for her generosity in letting us use her loft for XA's office. | |
On February 24, 2015, CMG Holdings Group, Inc.’s (the “Company”) subsidiary, XA, The Experiential Agency, Inc. (“XA”) having determined that it could no longer operate its business, as it was then constituted, decided to execute an assignment for the benefit of creditors to Tailwind Services LLC (“Tailwind”). An Assignment for the Benefit of Creditors is a method of liquidating a business. To that end a Trust Agreement and Assignment of Assets for the Benefit of Creditors was executed on February 24, 2015, transferring all of the assets of XA to Tailwind. Subsequently Tailwind advertised a sale of XA's assets to the Company for the approximate sum of $60,000 (the "Sale"). An Asset Purchase Agreement was executed between XA and the Company on March 4, 2015. The Sale of XA's assets to CMG was consummated on March 25, 2015. Only assets were purchased by CMG liabilities were not assumed. The assets consisted of, among other things, all personal property of XA including accounts receivable, the XA name and other general intangibles of XA, as well as a cause of action involving stolen services. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Business Activity | 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 Company 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 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”) completed 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 the Master Agreement; on October 2012, the Company distributed to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye in accordance with provisions of the Master Agreement. | |||||||||||||||||
On March 28, 2014, CMG Holdings Group, 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. 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. As of September 30, 2014, the Company has paid $58,600 of equipment and consultant compensation and $190,550 in development costs, of which $50,000 of the development costs had been advanced by the Company, prior to entering the agreement. 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. | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of CMG Holdings Group, Inc., XA, The Experiential Agency, Inc. ("XA") and GGI after elimination of all significant inter-company accounts and transactions. | |||||||||||||||||
Use of Estimates | 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 | Concentrations of Risk | ||||||||||||||||
Financial Institutions - 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 September 30, 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 December 31and 2013, the account did not have a balance in excess of the limit. | |||||||||||||||||
Sales and Accounts Receivable | Sales and Accounts Receivable - For year ended December 31, 2014 and 2013, one customer accounts for 93% and 72% of the Company’s total revenues, respectively. | ||||||||||||||||
Revenue and Cost Recognition | 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 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 December 31, 2014 and 2013. | |||||||||||||||||
Share-Based Compensation | 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. | |||||||||||||||||
Derivative Instruments | Derivative Instruments | ||||||||||||||||
We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible promissory notes and debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. | |||||||||||||||||
Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rates, volatility and conversion and redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||||||||||||||
The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. | |||||||||||||||||
The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820, Fair Value Measurements (ASC 820), based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments. | |||||||||||||||||
Cash and Cash Equivalents | 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 | ||||||||||||||||
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, $0 and $0 for the three months ended and nine months ended September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||
Intangible assets are stated at cost, net of accumulated amortization. | |||||||||||||||||
Income Taxes | 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 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 | 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. | |||||||||||||||||
Recently Issued Accounting Pronouncements | 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 | 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 based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||||||||||
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 with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2014 and December 31, 2013: | |||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | - | $ | - | $ | - | $ | - | |||||||||
400,892 | $ | 400,892 | |||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 764,088 | $ | - | $ | - | $ | 764,088 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 11,121 | $ | 11,121 | |||||||||
Investments in Debt and Equity Securities | Investments in Debt and Equity Securities | ||||||||||||||||
The Company applies the provisions of Accounting Standards Codification 320, Investments – Debt and Equity 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 December 31, 2014 and 2013 are as follows: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Aggregate fair value | $ | - | $ | 764,088 | |||||||||||||
Gross unrealized holding gains (losses) | - | 622,769 | |||||||||||||||
Proceeds from sales | $ | 1,260,990 | $ | 658,021 | |||||||||||||
Gross realized gains | 496,902 | 524,668 | |||||||||||||||
Gross realized losses | - | - | |||||||||||||||
Other than temporary impairment | - | - | |||||||||||||||
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of fair value hierarchy of financial assets and liabilities | 31-Dec-14 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Marketable trading securities | $ | - | $ | - | $ | - | $ | - | |||||||||
400,892 | $ | 400,892 | |||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 764,088 | $ | - | $ | - | $ | 764,088 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 11,121 | $ | 11,121 | |||||||||
Schedule of marketable trading securities | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Aggregate fair value | $ | - | $ | 764,088 | |||||||||||||
Gross unrealized holding gains (losses) | - | 622,769 | |||||||||||||||
Proceeds from sales | $ | 1,260,990 | $ | 658,021 | |||||||||||||
Gross realized gains | 496,902 | 524,668 | |||||||||||||||
Gross realized losses | - | - | |||||||||||||||
Other than temporary impairment | - | - | |||||||||||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Summary of warrant activity | Outstanding | Weighted average | |||||||
and Exercisable | Exercise Price | ||||||||
31-Dec-12 | 1,798,000 | $ | 0.28 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
31-Dec-13 | 1,798,000 | $ | 0.28 | ||||||
Granted | 40,000,000 | $ | 0.016 | ||||||
Exercised | — | — | |||||||
Expired | (1,798,000 | ) | |||||||
31-Dec-14 | 400,000,000 | $ | 0.02 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Summary of property and equipment | 2014 | 2013 | |||||||
Equipment | $ | 33,000 | $ | - | |||||
Leasehold Improvements | 4,142 | 4,142 | |||||||
37,142 | 4,142 | ||||||||
Less accumulated depreciation | 4,950 | - | |||||||
$ | 32,192 | $ | 4,142 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Liabilities [Abstract] | |||||
Summary of 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 | (210,180 | ) | |||
ASC 815-15 deletions | (22,766 | ) | |||
Balance at December 31, 2013 | 11,121 | ||||
ASC 815-15 additions | 402,710 | ||||
Change in fair value | (1,818 | ) | |||
ASC 815-15 deletions | (11,121 | ) | |||
Balance at December 31, 2014 | $ | 400,892 |
Segments_Tables
Segments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segments [Abstract] | |||||||||||||||||
Schedule of segment reporting information, by segment | XA | Good | CMG Holdings Group | Totals | |||||||||||||
Gaming | |||||||||||||||||
Revenue | $ | 7,811,423 | $ | — | $ | — | $ | 7,811,423 | |||||||||
Operating expenses | 9,259,055 | 142,762 | 0 | 9,401,817 | |||||||||||||
Operating Income (Loss) | (1,447,632 | ) | (142,762 | ) | 0 | ) | (1,590,394 | ) | |||||||||
Other Income (Expense) | (11,027 | ) | — | 333,238 | 322,211 | ||||||||||||
Net Income (Loss) | $ | (1,458,659 | ) | $ | (142,762 | ) | $ | 333,283 | $ | (1,268,183 | ) |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Marketable securities | $764,088 | |
Derivative liabilities | 400,892 | 11,121 |
Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Marketable securities | 764,088 | |
Derivative liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Marketable securities | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Marketable securities | ||
Derivative liabilities | $400,892 | $11,121 |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | ||
Aggregate fair value | $764,088 | |
Gross unrealized holding gains (losses) | 622,769 | |
Proceeds from sales | 1,260,990 | 658,021 |
Gross realized gains | 496,902 | 524,668 |
Gross realized losses | ||
Other than temporary impairment |
Description_of_Business_and_Su5
Description of Business and Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
Jun. 22, 2011 | Mar. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 27-May-08 | Feb. 20, 2008 | |
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Common Stock, Shares, Issued | 289,329,190 | 283,657,190 | ||||
Development costs | $200,000 | $190,550 | ||||
Allowance for doubtful accounts receivable | 0 | 0 | ||||
Depreciation expense | 4,950 | |||||
Insured amount in each financial institution, Federal Deposit Insurance Corporation | 250,000 | |||||
Retained percentage of transfer restrictions | 15.00% | |||||
Property, plant and equipment, estimated useful lives | Three and five years | |||||
Percentage of dividends distributed | 5.00% | |||||
Equipment and consultant compensation cost | 58,600 | |||||
Insured amount, Securities Investor Protection Corporation | 500,000 | |||||
Sales Revenue, Net [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 93.00% | 72.00% | ||||
Number of customer | 1 | 1 | ||||
Pebble Beach Enterprises, Inc [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Percentage of equity interest acquired | 92.60% | |||||
Number of shares issued to acquire | 22,135,148 | |||||
Audio Eye Inc [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Percentage of stock issued for exchange of stock | 80.00% | |||||
Audio Eye Acquisition Corp [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Percentage of stock issued for exchange of stock | 100.00% | |||||
GGI [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Common Stock, Shares, Issued | 5,000,000 | |||||
Development costs | 50,000 | |||||
Percentage of stock issued for exchange of stock | 100.00% | |||||
Share exchange agreement description | 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. | |||||
Equipment and consultant compensation cost | $33,000 |
Equity_Details
Equity (Details) (Warrant [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and Exercisable Beginning balance | 1,798,000 | 1,798,000 |
Granted | 40,000,000 | |
Exercised | ||
Expired | -1,798,000 | |
Outstanding and Exercisable Ending balance | 400,000,000 | 1,798,000 |
Weighted average Exercise Price Beginning balance | $0.28 | $0.28 |
Weighted average Exercise Price Granted | $0.02 | |
Weighted average Exercise Price Exercised | ||
Weighted average Exercise Price Ending balance | $0.02 | $0.28 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
Apr. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 9-May-14 | Aug. 31, 2013 | Jan. 29, 2014 | Jun. 30, 2014 | |
AnimatedCels | |||||||
Equity (Textual) | |||||||
Stock issued during period of acquisition | $87,500 | ||||||
Convertible notes payable | |||||||
New stock issued during the period, Shares | 522,000 | ||||||
New stock issued during the period,Value | 8,613 | 26,600 | |||||
Share price | $0.02 | $0.02 | |||||
Remaining contractual term of warrants | 5 years | ||||||
Warrant to purchase of common stock | 40,000,000 | ||||||
Common stock exercise price | $0.02 | ||||||
Three Officers [Member] | |||||||
Equity (Textual) | |||||||
Shares issued for services, shares | 2,000,000 | ||||||
Continental Investments Group, Inc [Member] | |||||||
Equity (Textual) | |||||||
Number of acquired cartoon animated cels | 20,000 | ||||||
Restricted common stock | 2,500,000 | ||||||
Convertible notes payable | 85,000 | ||||||
Restricted stock cancelled | 2,500,000 | ||||||
Convertible note cancellation | 85,000 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Equity (Textual) | |||||||
Preferred stock, shares issued | 0 | 0 | 50,000 | ||||
Common Stock [Member] | |||||||
Equity (Textual) | |||||||
Stock issued during period of acquisition, shares | 5,000,000 | ||||||
Stock issued during period of acquisition | 5,000 | ||||||
Shares issued for services, shares | 6,000,000 | ||||||
New stock issued during the period, Shares | 2,800,000 | 1,500,000 | |||||
New stock issued during the period,Value | 2,800 | ||||||
Proceeds from sale of shares | 15,000 | ||||||
Sale of Stock, price per share | $0.01 | ||||||
Cancellation of common stock | 7,350,000 | ||||||
Warrant [Member] | |||||||
Equity (Textual) | |||||||
Weighted average remaining contractual term | 4 years 5 months 5 days | ||||||
Warrants aggregate intrinsic value | $0 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $37,142 | $4,142 |
Less accumulated depreciation | 4,950 | |
Property and equipment, net | 32,192 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 33,000 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $4,142 | $4,142 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property and Equipment (Textual) | ||
Depreciation expense | $4,950 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill (Textual) | ||
Goodwill | $54,500 | |
Shares issued pursuant to acquisition of subsidiary | 87,500 | |
Shares issued, price per share | $0.02 | |
Equipment | 33,000 | |
Common Stock [Member] | ||
Goodwill (Textual) | ||
Shares issued pursuant to acquisition of subsidiary | $5,000 | |
Shares issued pursuant to acquisition of subsidiary, shares | 5,000,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Oct. 10, 2014 | Sep. 26, 2014 | Dec. 18, 2014 | Oct. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Installment | ||||||
Notes Payable (Textual) | ||||||
Convertible promissory note | $50,000 | |||||
Convertible debt, Interest rate | 10.00% | |||||
Debt instrument, Maturity date | 29-Sep-15 | |||||
Debt conversion, Description | The note is convertible into the Company's common stock at a conversion price equal to 70% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which note holder elects to convert all or part of the note. | |||||
Unamortized discount | 36,849 | 0 | 0 | |||
Principal amount of the note | 31,168 | |||||
Sale of convertible debenture | 100,000 | |||||
Outstanding balance | 50,000 | |||||
Original issue discount | 284,329 | 0 | ||||
Securities Purchase Agreement [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible promissory note | 40,000 | |||||
Convertible debt, Interest rate | 8.00% | |||||
Debt instrument, Maturity date | 18-Dec-15 | |||||
Debt conversion, Description | The Rate of such conversion is 75% of the lowest 3 trading prices of the Company's common stock during the ten trading days prior to the conversion date. | |||||
Unamortized discount | 38,575 | |||||
Principal amount of the note | 44,106 | |||||
Outstanding balance | 40,000 | |||||
Typenex Co-Investment LLC [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible debt, Interest rate | 10.00% | |||||
Debt instrument, Maturity date | 1-Aug-15 | |||||
Debt conversion, Description | 70% of the average of the three closing prices in the 20 trading days prior to the date of conversion, of the Company's common stock. | |||||
Unamortized discount | 79,875 | |||||
Principal amount of the note | 94,394 | |||||
Sale of convertible debenture | 114,000 | |||||
Outstanding balance | 114,000 | |||||
Original issue discount | 10,000 | |||||
Number of installments | 5 | |||||
KBM Investments LLC [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible debt, Interest rate | 8.00% | |||||
Debt instrument, Maturity date | 8-Oct-15 | |||||
Debt conversion, Description | On the 181st day from the date of the Note. The Note is convertible into shares of the Company's common stock. The Rate of such conversion is 75% of the lowest 3 trading prices of the Company's common stock during the ten trading days prior to the conversion date. | |||||
Unamortized discount | 89,022 | |||||
Principal amount of the note | 104,923 | |||||
Sale of convertible debenture | 115,000 | |||||
Investor fee | 4,000 | |||||
Outstanding balance | 115,000 | |||||
Original issue discount | $11,000 | |||||
KBM Investments LLC [Member] | Minimum [Member] | ||||||
Notes Payable (Textual) | ||||||
Prepayment rate on principal amount | 8.00% | |||||
KBM Investments LLC [Member] | Maximum [Member] | ||||||
Notes Payable (Textual) | ||||||
Prepayment rate on principal amount | 25.00% |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Liabilities [Abstract] | ||
Derivative Liabilities, Beginning balance | $11,121 | $145,970 |
ASC 815-15 additions | 402,710 | 98,097 |
Change in fair value | -1,818 | -210,180 |
ASC 815-15 deletions | -11,121 | -22,766 |
Derivative Liabilities, Ending balance | $400,892 | $11,121 |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Liabilities (Textual) | ||
Derivative Liabilities | $400,892 | $0 |
Notes Payable | 81,892 | 0 |
Notes payable convertible reclassified from equity | 0 | 9,240,920 |
Reclassified derivative liabilities to equity | 0 | 0 |
(Gain) loss on derivatives | 41,884 | 0 |
Fair value of embedded derivative liabilities | 400,892 | 0 |
Fair value all warrants outstanding | 51,622 | 11,121 |
Gain (loss) related to warrant | $40,501 | $10,196 |
Expected dividend | 0.00% | |
Expected volatility rate | 116.00% | |
Risk free interest rate | 0.13% | |
Expected volatility rate, minimum | 116.00% | |
Expected volatility rate, maximum | 146.00% |
Related_Party_Details
Related Party (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Directors | ||||
Related Party (Textual) | ||||
Common stock issued to directors | 522,000 | |||
Director [Member] | ||||
Related Party (Textual) | ||||
Number of former directors | 3 | |||
Common stock issued to directors | 2,000,000 | |||
CEO [Member] | ||||
Related Party (Textual) | ||||
Warrant to purchase common stock | 40,000,000 | |||
Exercise price of warrants | 0.0155 | |||
Term of warrant | 5 years | |||
Monthly salary to CEO | 15,000 | |||
Accrued compensation | 40,000 | |||
Former Officer And Director [Member] | ||||
Related Party (Textual) | ||||
Outstanding accounts payable to related parties | 19,625 | |||
Former CEO [Member] | ||||
Related Party (Textual) | ||||
Due to related party | 142,060 | |||
Former CEO [Member] | Subsidiary [Member] | ||||
Related Party (Textual) | ||||
Due to related party | $47,912 |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Legal Proceedings (Textual) | |
Damages | $695,000 |
Acquisition_of_Good_Gaming_Inc1
Acquisition of Good Gaming, Inc (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Common stock, shares, issued | 289,329,190 | 283,657,190 | |
Development costs | $200,000 | $190,550 | |
Equipment and consultant compensation cost | 58,600 | ||
GGI [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of equity interest acquired | 100.00% | ||
Business acquisition liability to pay | 200,000 | ||
Business acquisition goodwill acquired | 54,500 | ||
Business acquisition, description of GGI | 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. | ||
Common stock, shares, issued | 5,000,000 | ||
Development costs | 50,000 | ||
Business acquisition purchase method description | 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. | ||
Equipment and consultant compensation cost | $33,000 | ||
Period of goodwill impairment | 12 months |
Segments_Details
Segments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Revenues | $7,811,423 | $7,413,796 |
Operating expenses | 9,401,817 | 8,171,643 |
Operating Income (Loss) | -1,590,394 | -757,847 |
Other Income (Expense) | 322,211 | 1,951,898 |
Net Income (Loss) | -1,268,183 | 1,194,051 |
CMG Holdings Group [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Operating expenses | 0 | |
Operating Income (Loss) | 0 | |
Other Income (Expense) | 333,238 | |
Net Income (Loss) | 333,238 | |
XA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,811,423 | |
Operating expenses | 9,259,055 | |
Operating Income (Loss) | -1,447,632 | |
Other Income (Expense) | -11,027 | |
Net Income (Loss) | -1,458,659 | |
Good Gaming [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Operating expenses | 142,762 | |
Operating Income (Loss) | -142,762 | |
Other Income (Expense) | ||
Net Income (Loss) | ($142,762) |
Segments_Details_Textual
Segments (Details Textual) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segments [Abstract] | |
Number of reportable segments | 3 |
Resignation_of_Officers_and_Me1
Resignation of Officers and Members of The Board (Details) | 0 Months Ended |
9-May-14 | |
Common Stock [Member] | |
Resignation of officer and Members of the Board (Textual) | |
Shares issued for services, shares | 6,000,000 |
Three Officers [Member] | |
Resignation of officer and Members of the Board (Textual) | |
Shares issued for services, shares | 2,000,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], Tailwind, USD $) | 1 Months Ended |
Feb. 24, 2015 | |
Subsequent Event [Member] | Tailwind | |
Subsequent Event [Line Items] | |
Sale of XA's assets | $60,000 |