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CMG Holdings Group, Inc. – ‘10-Q’ for 6/30/22

On:  Monday, 8/15/22, at 9:00am ET   ·   For:  6/30/22   ·   Accession #:  1017386-22-354   ·   File #:  0-51770

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/15/22  CMG Holdings Group, Inc.          10-Q        6/30/22   49:2M                                     Completion Corp./FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    334K 
 2: EX-31.1     Certification of Principal Executive Officer        HTML     18K 
                Pursuant to Rule 13A-14.                                         
 3: EX-31.2     Certification of Principal Financial Officer        HTML     19K 
                Pursuant to Rule 13A-14.                                         
 4: EX-32.1     CEO and CFO Certification Pursuant to Section 906   HTML     14K 
                of the Sarbanes-Oxley Act.                                       
10: R1          Cover                                               HTML     61K 
11: R2          Consolidated Balance Sheet                          HTML     92K 
12: R3          Consolidated Balance Sheet (Parenthetical)          HTML     23K 
13: R4          Consolidated Statements of Operations               HTML     69K 
14: R5          Consolidated Statement of Stockholders Equity       HTML     35K 
15: R6          Consolidated Statement of Cash Flows                HTML     76K 
16: R7          1 Nature of Operations and Continuance of Business  HTML     26K 
17: R8          2 Summary of Significant Accounting                 HTML     28K 
18: R9          3 Accounts Receivable                               HTML     17K 
19: R10         4 Loan Receivable                                   HTML     20K 
20: R11         5 Accounts Payable                                  HTML     17K 
21: R12         6 Equity                                            HTML     23K 
22: R13         7 Notes Payable                                     HTML     25K 
23: R14         8 Legal Proceedings                                 HTML     19K 
24: R15         9 Income Taxes                                      HTML     30K 
25: R16         10 Segments                                         HTML     41K 
26: R17         11 Gym Equipment                                    HTML     22K 
27: R18         12 Related Party Transactions                       HTML     25K 
28: R19         13 Subsequent Events                                HTML     17K 
29: R20         2 Summary of Significant Accounting (Policies)      HTML     46K 
30: R21         9 Income Taxes (Tables)                             HTML     28K 
31: R22         10 Segments (Tables)                                HTML     37K 
32: R23         1 Nature of Operations and Continuance of Business  HTML     30K 
                (Details Narrative)                                              
33: R24         3 Accounts Receivable (Details Narrative)           HTML     16K 
34: R25         4 Loan Receivable (Details Narrative)               HTML     34K 
35: R26         5 Accounts Payable (Details Narrative)              HTML     17K 
36: R27         6 Equity (Details Narrative)                        HTML     22K 
37: R28         7 Notes Payable (Details Narrative)                 HTML     21K 
38: R29         8 Legal Proceedings (Details Narrative)             HTML     19K 
39: R30         Income Taxes - Provision for Income tax (Details)   HTML     23K 
40: R31         Income Taxes - Deferred Income Tax (Details)        HTML     21K 
41: R32         9 Income Taxes (Details Narrative)                  HTML     19K 
42: R33         Reportable Segments (Details)                       HTML     33K 
43: R34         11 Gym Equipment (Details Narrative)                HTML     31K 
44: R35         12 Related Party Transactions (Details Narrative)   HTML     43K 
47: XML         IDEA XML File -- Filing Summary                      XML     80K 
45: XML         XBRL Instance -- cmgo_2022jun30-10q_htm              XML    353K 
46: EXCEL       IDEA Workbook of Financial Reports                  XLSX     57K 
 6: EX-101.CAL  XBRL Calculations -- cmgo-20220630_cal               XML    100K 
 7: EX-101.DEF  XBRL Definitions -- cmgo-20220630_def                XML     87K 
 8: EX-101.LAB  XBRL Labels -- cmgo-20220630_lab                     XML    427K 
 9: EX-101.PRE  XBRL Presentations -- cmgo-20220630_pre              XML    305K 
 5: EX-101.SCH  XBRL Schema -- cmgo-20220630                         XSD     63K 
48: JSON        XBRL Instance as JSON Data -- MetaLinks              186±   253K 
49: ZIP         XBRL Zipped Folder -- 0001017386-22-000354-xbrl      Zip    110K 


‘10-Q’   —   Quarterly Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"The Company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 10-Q

 

 i [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

         

 

 i [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended  i June 30, 2022 

Commission file number  i 000-51770

 

 

 

 i CMG HOLDINGS GROUP, INC.

 

(Exact name of registrant as specified in its charter)

 

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

 

 

 i 2130 North Lincoln Park West 8N    
 i Chicago,  i IL    i 60614
(Address of principal executive offices)   (Zip Code)

 

 

 i (773)  i 770-3440
Registrant's telephone number including area code

 

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.  i Yes x No o

 

 

 

 C: 
 
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  i No x

 

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 [  ]
 i Non-accelerated filer [  ] Smaller reporting company  i [X]
Emerging growth company  i []

  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  i No x

 

As of August 4, 2022, there were  i 438,672,016 shares of common stock of the registrant issued and outstanding. 

 

 

 

 

1

 

 

 

 C: 
 
 

  

 

CMG HOLDINGS GROUP, INC. FORM 10-Q

TABLE OF CONTENTS

 

 

Item #

 

 

Description

  Page Numbers
   

 

PART I FINANCIAL INFORMATION

   
ITEM 1   CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   3

 

ITEM 2

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

 

15

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS   16
ITEM 4   CONTROLS AND PROCEDURES   16

 

PART II OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS 17
ITEM 1A RISK FACTORS 17
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 17
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4 MINE SAFETY DISCLOSURES 18
ITEM 5 OTHER INFORMATION 18
ITEM 6 EXHIBITS 18

 

 

 

 

 

 

 

 
 
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1- CONSOLIDATED FINANCIAL STATEMENTS

 

CMG HOLDINGS GROUP, INC.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2022 AND 2021

 

CONTENTS  
Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)     4
Consolidated Statements of Operations for the three months and six months ended June 30, 2022 and 2021 (Unaudited)     5
Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2022 and 2021 (Unaudited)     6
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)     7
Notes to Consolidated Financial Statements (Unaudited)     8

 

 

  

 

 

 

 

 

 

 
 
 

 

CMG Holdings Group, Inc.
Consolidated Balance Sheet

 

       
   June 30,  December 31,
   2022  2021
   (Unaudited)  (Audited)
ASSETS      
CURRENT ASSETS          
Cash  $ i 448,320   $ i 595,430 
Loan receivable    i 1,263,777     i 1,190,648 
           
Total current assets    i 1,712,097     i 1,786,078 
           
Property and equipment    i 4,340     i 6,197 
           
           
Total Assets  $ i 1,716,437   $ i 1,792,275 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
Accrued liabilities  $ i 35,130      
Deferred compensation    i 406,014     i 438,514 
Paycheck protection loan payable         i 62,500 
Loan from outside party    i 15,000     i 15,000 
Loan payable    i 500,000     i 500,000 
Note payable    i 60,000     i 60,000 
           
Total current liabilities    i 1,016,144     i 1,076,014 
           
TOTAL LIABILITIES    i 1,016,144     i 1,076,014 
           
COMMITMENTS AND CONTINGENCIES          
           
STOCKHOLDERS' DEFICIT          
Common Stock  i  i 450,000,000 /  shares authorized; $ i  i 0.001 /  par value,          
 i  i  i  i 438,672,016 /  /  /  shares issued and outstanding          
Common Stock 450,000,000 shares authorized; $0.001 par value, 438,672,016 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively    i 438,672     i 438,672 
Additional paid in capital    i 14,630,689     i 14,630,689 
Treasury Stock            
Accumulated deficit   ( i 14,369,068)   ( i 14,353,100)
           
TOTAL STOCKHOLDERS DEFICIT    i 700,293     i 716,261 
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $ i 1,716,437   $ i 1,792,275 
           
The accompanying notes are an integral part of these financial statements.

 

 

4

 
 
 

 

 

 

 

 

CMG Holdings Group, Inc.
Consolidated Statements of Operations
Unaudited

 

             
   For the three months ended  For the six months ended
   June 30, 2022  June 30, 2021  June 30, 2022  June 30, 2021
             
Revenues  $ i 567,627   $ i 199,286   $ i 975,556   $ i 292,284 
                     
Operating expenses                    
Cost of revenues    i 479,585     i 233,979     i 769,502     i 277,378 
General and administrative expenses    i 157,656     i 211,973     i 305,681     i 371,135 
Total operating expenses    i 637,241     i 445,952     i 1,075,183     i 648,513 
                     
Net income from operations   ( i 69,614)   ( i 246,666)   ( i 99,627)   ( i 356,229)
                     
Other income                    
Settlement of Hudson Gray          i 188,468           i 372,643 
Settlement of loan payable         ( i 12,500)         ( i 25,000)
Interest income    i 28,023     i 17,172     i 56,289     i 22,024 
Interest expense   ( i 14,233         ( i 35,130      
PPP loan forgiveness    i 62,500          i 62,500      
Gain on sale of stock.          i 414,859           i 471,120 
Total other income    i 75,630     i 607,999     i 83,659     i 840,787 
                     
Net income  $ i 6,676   $ i 361,333   $( i 15,968)  $ i 484,558 
                     
The accompanying notes are an integral part of these financial statements.

 

 

 

 
 
 

 

 

 

CMG Holdings Group, Inc.
Consolidated Statement of Stockholders Equity

 

                         
    Preferred StockCommon Stock                     
    Number of          Number of          

Additional

Paid In

    Treasury     Accumulated     Total Stockholders' 
    Shares    Amount    Shares    Amount    Capital    Stock    Deficit    Equity 
Balance December 31, 2020    i      $       i 438,672,016   $ i 438,672   $ i 14,630,689   $     $( i 15,142,470)  $( i 73,109)
                                         
Net Income(Loss) for the year   —            —                         i 484,558     i 484,558 
                                         
Balance June 30, 2021    i              i 438,672,016   $ i 438,672   $ i 14,630,689   $     $( i 14,657,912)  $ i 411,449 
                                         
    Preferred StockCommon Stock                     
    Number of          Number of          

Additional

Paid In

    Treasury     Accumulated     Total Stockholders' 
    Shares    Amount    Shares    Amount    Capital    Stock    Deficit    Equity 
Balance December 31, 2021    i              i 438,672,016     i 438,672     i 14,630,689          ( i 14,353,100)    i 716,261 
                                         
Net Income(Loss) for the year   —            —                        ( i 15,968)   ( i 15,968)
                                         
Balance June 30, 2022    i      $       i 438,672,016   $ i 438,672   $ i 14,630,689   $     $( i 14,369,068)  $ i 700,293 
                                         
The accompanying notes are an integral part of these financial statements.

  

 

 

 

 

 
 
 

 

CMG Holdings Group, Inc.
Consolidated Statement of Cash Flows
Unaudited

 

   For the six  For the six
   months ended  months ended
   June 30, 2022  June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $( i 15,968)  $ i 484,558 
Adjustments to reconcile net income to cash used in operating activities          
           
Prepaid legal fees         ( i 206,000)
Gain on sale of stock         ( i 471,120)
PPP loan forgiveness   ( i 62,500)      
Depreciation    i 1,857     i 1,857 
Deferred compensation    i 90,000    ( i 13,000)
Interest income   ( i 56,289)   ( i 4,852)
Interest expense    i 35,130       
Accounts payable         ( i 10,500)
           
Net cash provided by operations   ( i 7,770)   ( i 219,057)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Loan receivable            
Proceeds from repayment of notes receivable          i 60,000 
Proceeds from sale of stock          i 471,120 
Payment of notes receivable   ( i 16,840)   ( i 267,220)
Payment of deferred compensation   ( i 122,500)      
Net cash provided by investing activities   ( i 139,340)    i 263,900 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Purchase of Treasury Stock   —      —   
Proceeds from paycheck protection loan          i 62,500 
Payment of loans         ( i 45,000)
Net cash provided by financing activities          i 17,500 
           
Net increase in cash   ( i 147,110)    i 62,343 
Cash, beginning of period    i 595,430     i 411,136 
Cash, end of period  $ i 448,320   $ i 473,479 
           
The accompanying notes are an integral part of these financial statements.

 

 

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

 

 i 

1 Nature of Operations and Continuance of Business

 

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. 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 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  i 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  i 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 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 a Stock Purchase Agreement under which the Company acquired all the capital stock of AudioEye. On June 22, 2011 the Company entered into a Master Agreement subject to shareholder approval and 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; in October 2012, the Company distributed to its shareholders, in 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, 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  i 5,000,000 shares of the Company’s common stock, $ i 33,000 in equipment and consultant compensation and a commitment to pay $ i 200,000 in development costs.

 

On February 18, 2016, the Company sold the assets of Good Gaming, Inc. to HDS International Corp. and thereafter, HDS changed their name to Good Gaming, Inc, from CMG Holdings Group, Inc. (OTCQB: GMER) (“Good Gaming”). The Company received in exchange  i 100,000,000 Class B Preferred Shares in Good Gaming which are convertible into shares of common stock at a rate of  i 200 common shares for each Class B Preferred Shares. Good Gaming, Inc. did a  i 1,000 to 1 reverse split, thus the  i 100,000,000 Class B Preferred Shares were converted to  i 100,000 Class B Preferred Shares. The Company has sold a portion of these Good Gaming shares to date in the market and currently owns the equivalent of 14,076,200 common shares in the form of preferred stock and common stock.

 

The Company’s operating subsidiaries are XA - The Experiential Agency, Inc. - which is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication. Its President is Alexis Laken, the daughter of the Company’s president. The other subsidiary is Lincoln Acquisition Corp. which was formed for the purpose of liquidating shares in Good Gaming, Inc. and any other investment shares which might be held by CMG at any given time.  

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8

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements 

 

 i 

2 Summary of Significant Accounting

 

 i 

a) Basis of Presentation and Principle of Consolidation 

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Lincoln Acquisitions Inc. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.

 

 i 

b) Use of Estimates 

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and li abilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 i 

c) Cash and Cash Equivalents 

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company had no cash equivalents.

 

 i 

d) 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.

 

 i 

e) Financial Instruments 

 

ASC 820, “Fair Value Measurements,” 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

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

 

 

  

 

 

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements 

 

  2. Summary of Significant Accounting Policies (Continued)

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identic al assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level I" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

 i 

f)       Property and Equipment

 

Property and equipment are comprised of a vehicle and is amortized on a straight-line basis over an expected

useful life of three years. Maintenance and repairs are charged to expense as incurred. The land is not depreciated.

 

      

 i 

g) Impairment of long lived assets 

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

 i 

h) Reclassifications 

Certain prior period amounts have been reclassified to conform to current presentation.

 

 / 
 i 

3 Accounts Receivable

 

Accounts receivable consist of invoices for events that occurred prior to period end that the payments were received in the following year. The balance of accounts receivable at June 30, 2022 and December 31, 2021 were $ i 0 and $ i 0, respectively.

 

 / 
 i 

4 Loan Receivable 

 

On November 15, 2019 the company entered into an agreement to a line of credit (LOC) with Pristec America Inc. (Pristec). The LOC was for $ i 75,000. As of December 31, 2019, the Company had loaned to Pristec $ i 67,500 at an interest rate of  i 12%, the loan matures in twelve (12) months. As of December 31, 2020 the Company loaned an additional $ i 32,500 and extended the loan for another 12 months until 12/31/21. Pristec is a late stage technology company that has 108 worldwide patents for the cold cracking of crude oil and other oil products. The Company has been granted the right to convert this loan into  i 100 shares of stock at price of $ i 1,000. At the discretion of the Company, the Company has the option of entering into a revenue sharing at the same terms.

 

On June 24, 2020 The Company entered into an agreement with New Vacuum Technologies LLC(NVT) whereby the Company loaned NVT $ i 50,000. The loan was originally due on December 24, 2020 at an interest rate of  i 10% per annum. The loan was verbally extended on December 24, 2021 until December 24, 2022. During the quarter ended March 31, 2022, the Company accrued $ i 28,266 of interest income on this note, bringing the balance to $ i 1,141,669 at June 30, 2022. The Company is in final negotiations to convert this note into an equity investment. The Company expects these negotiations to be completed before the end of the quarter ending September 30, 2022.

 

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10 

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

 

 i 

5 Accounts Payable

 

Accounts payable consist of expenses incurred during the year that had not yet been paid. The balance of accounts payable at June 30, 2022 is $ i 0. The balance of accounts payable at December 31, 2021 were $ i 0. These accounts payable consisted of trade accounts payable.

 

 / 
 i 

6       Equity

 

  a. Common Stock

 

During the periods ended June 30, 2022 and December 31, 2021, the Company did not sell any shares of its $ i 0.001 par value per share common stock.

 

  b. Common Stock Warrants

 

During the periods ended June 30, 2022 and December 31, 2021;, the Company did not issue any warrants for its common shares. On December 15, 2017, the Company's Board of Directors lowered the strike price on the outstanding  i 40,000,000 Warrants previously issued to Glenn Laken to $ i 0.0035 and extended the expiration date for an additional five ( i 5) years.

 

 

 / 
 i 

7                  Notes Payable

 

Convertible Promissory Notes

 

On November 23, 2021, the Company borrowed $ i 500,000 from GS Capital Partners LLC. The note is due and payable on November 23, 2022. The note has an interest rate of  i 6% per annum. The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price for each share of Common Stock at a price ("Conversion Price") of $ i 0.0165 per share (the “Fixed Price”). Beginning on the 6th monthly anniversary of the Issuance Date of the Note, the Fixed Price shall be equal to $0.0092 per share. Provided, however that in the event, the Company’s Common Stock trades below $0.007 per share for more than seven (7) consecutive trading days, the Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock at a Conversion Price equal to the lower of the Fixed Price or 75% of the average of the two lowest VWAP’s of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten  prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion.  No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law.  The Company agrees to honor all conversions submitted pending this increase. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). The conversion discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount, prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), look back period or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or penalties.

  

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11 

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

 

 

 i 

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.

 

In October 2014, Ronald Burkhard, XAs former Executive Chairman and former member of the Company's Board of Directors 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 $ i 695,000 in damages. This lawsuit, where a judgement was entered against the Company for approximately $ i 775,000, was settled with Burkhard for $ i 105,000. In November and December of 2018 the Company paid Burkhard the amount due from this settlement.

 

 

 / 
 i 

9             Income Taxes

 

The Company has a net operating loss carried forward of $ i 14,369,068 available to offset taxable income in future years which commence expiring in 2029. The Company is subject to United States federal and state income taxes at an approximate rate of  i 21% (2021 and 2020). As of June 30 2022 and December 31, 2021, the Company had no uncertain tax positions.

 

 i 
   2022  2021
Income tax recovery at Statutory rate  $ i 503   $( i 25,877)
Permanent differences and other            
Valuation allowance charges   ( i 503)    i 25,877 
Provision for income taxes  $     $   
 / 

 

 

 

 

The significant components of deferred income tax assets and liabilities at June 30, 2022 and December 31, 2021 are as follows:

 

 i 
       
   March 31, 2022  December 31, 2021
Net operating loss carried forward  $ i 14,369,068   $ i 14,353,100 
Valuation allowance   ( i 14,369,068)   ( i 14,353,100)
Net deferred income tax asset  $     $   
 / 

 

 

 / 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 
 
 

  

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

 

 

 

 i 

10          Segments

 

 i 

The Company splits its business activities during the period ended June 302022 into two 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 period ended June 30, 2022

 

      CMG   
      Holding   
   XA  Group  Total
Revenues    i 975,555           i 975,555 
                
Operating expenses    i 917,096     i 193,216     i 1,110,312 
                
Operating income (loss)    i 58,459    ( i 193,216)   ( i 134,757)
                
Other income (expense)          i 118,789      i 118,789 
                
Net income (loss)    i 58,459    ( i 74,427)   ( i 15,968)
                

  

The Company splits its business activities during the period ended Jun 30 , 2021 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 period ended June 30, 2021.

 

      CMG   
      Holding   
   XA  Group  Total
Revenues    i 192,400     i 99,883     i 292,284 
                
Operating expenses    i 368,520     i 279,992     i 648,513 
                
Operating income (loss)   ( i 176,120)   ( i 180,109)   ( i 356,229)
                
Other income (expense)          i 840,786     i 840,786 
                
Net income (loss)   ( i 176,120)    i 660,677     i 484,577 
                

 

 

 

  

 / 
 / 

 

 

 

13

 
 
 

 

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements 

 

 

 

 i 

11 Gym Equipment

 

During the year ended December 31, 2020, the Company entered into an agreement to buy and sell gym equipment with Zautra Fitness. Zautra Fitness would buy the equipment and the Company would reimburse for the full cost. When the equipment is sold the Company will receive 100% of the cost and 60% of the gain. Zatura Fitness will keep 40% of the profit. In 2020 the Company received $ i 43,057.60 in cash and recorded an accounts receivable of $ i 23,942.40. The amount represents  i 67,000 which is $ i 40,000 receipt for the cost of the equipment and $ i 27,000 which represents 60% of the gain to Zautra for the sale of the equipment. For the period ended September 30, 2021 the Company received $ i 109,241 in revenue for sales in excess of accounts receivable at December 31, 2020. The Company recorded $ i 58,000 of cost of revenues.

 

 / 
 i 

12 Related Party Transactions

 

 

The Company borrowed $ i 125,000 from a relative of the Company CEO. This amount is due on demand and has an interest rate of  i 0%. At June 30, 2022 the remaining balance of the loan was $ i 15,000.

 

The Company issued the Company CEO a warrant to purchase  i 40,000,000 shares of the Company’s common stock at $ i 0.0155. The warrant has an original term of  i 5 years. On December 15, 2017 the purchase price was changed to $ i .0035 and the term was extended  i 5 years. The warrants were vested 100% on April 7, 2014 when issued.

 

The board of directors approved a monthly salary for the Company CEO of $ i 15,000 per month. Due to negative economic factors the company did not make any of these payments until January 15, 2019, when payments to the CEO began. The Company has recorded “Deferred Compensation” of $ i 438,514 at December 31, 2021. The Company made payments of $ i 32,500 and $ i 44,862 in excess of the current $ i 90,000 and $ i 180,000 salary for periods ended June 30, 2022 and December 31, 2021, respectively.

 

The Company paid $ i 75,000 and $ i 150,000 for the periods ended June 30, 2022 and December 31, 2021, respectively, as compensation to the President of XA, who is the daughter of the Company CEO.

 

 

 / 
 i 

13 Subsequent Events

 

The Company is in negotiations with New Vacuum Technologies LLC (NVT), to convert the note receivable into an equity investment.

 

Per management review, no other material subsequent events have occurred.

 

 

 

 

 

 

 

 

 

 

14

 
 
 

 

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

In addition to historical information, this Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which includes, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the timely development and market acceptance of our products and technologies, the competitive nature of and anticipated growth in our markets, our ability to achieve cost reductions, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “believe,”, “expects”, “intends”, “plans”, “believes, “seeks”, “assume,” “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. All statements in this Quarterly Report regarding our future strategy, future operations, projected financial position, estimated future revenue, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this Quarterly Report was filed with the Securities and Exchange Commission (“SEC”). We expressly disclaim any obligation to revise or update publicly any forward-looking statements even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Unless the context indicates otherwise, the terms “Company”, “Corporate”, “CMGO”, “our”, and “we” refer to CMG Holdings Group, Inc. and its subsidiaries.

 

RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2022

 

Gross revenues increased from $292,284 for the six months ended June 30, 2021 to $975,555 for the six months ended June, 2022. The increase in revenues was mainly attributable to the Company beginning to come back from the worldwide pandemic that took place during the previous year.

 

Cost of revenue increased from $277,378 for the six months ended June 30, 2021 to $769,502 for the six months ended Jun3 30, 2022. The increase in cost of revenues was mainly attributable to the Company beginning to come back from the worldwide pandemic that took place during the previous year.

 

Operating expenses decreased from $371,135 for the six months ended June 30, 2021 to $305,681 for the six months ended June 30, 2022. The increase in operating expenses is due to the decrease in support expenses to run business and increase in interest expense for the quarter.

 

Net income decreased from a loss of $484,558 for the six months ended June 30, 2021 to net loss of $15,968 for the six months ended June 30, 2022. The decrease in net loss to net income was mainly attributable to the Company beginning to come back from the worldwide pandemic that took place during the previous year and increase in interest income and interest expense.

 

LIQUIDITY AND CAPITAL RESOURCES:

 

As of June 30, 2022, the Company’s cash on hand was $448,320.

 

Cash used in operating activities for the six months ended June 30, 2022 was $7,770, as compared to cash used in operating activities of $209,120 for the six months ended June 30, 2021. The increase in net loss to net income was mainly attributable to the Company beginning to come back from the worldwide pandemic that took place during the previous year.

 

Cash used in investing activities for the six months ended June 30, 2022 was $139,340 as compared cash provided by investing activities of $263,900 for the six months ended June 30, 2021. This was due to the Company not loaning additional funds to NVT during the quarter.

 

Cash provided by financing activities for the six months ended June 30, 2022 was $0 as compared to $17,500 provided by financing activities the six months ended June, 2021.

 

 

15

 
 
 

  

 

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4 - CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, the Company’s disclosure controls and procedures were not effective due to the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after June 30, 2022.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2022 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 1992). Furthermore, due to our financial situation, the Company will be implementing further internal controls as the Company becomes operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its evaluation as of June 30, 2022, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2022 due to the identification of a material weakness. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.

 

In performing this assessment, management has identified the following material weaknesses as of June 30, 2022:

 

  There is a lack of segregation of duties necessary for a good system of internal control due to insufficient accounting staff due to the size of the Company

 

  Lack of a formal review process that includes multiple levels of reviews

 

  Employees and management lack the qualifications and training to fulfill their assigned accounting and reporting functions

 

  Inadequate design of controls over significant accounts and processes

 

  Inadequate documentation of the components of internal control in general

 

  Failure in the operating effectiveness over controls related to valuing and recording equity based payments to employees and non-employees

 

  Failure in the operating effectiveness over controls related to valuing and recording debt instruments including those with conversion options and the related embedded derivative liabilities

 

  Failure in the operating effectiveness over controls related to recording revenue and expense transactions in the proper period

 

  Failure in the operating effectiveness over controls related to evaluating and recording related party transactions

  

 

16

 
 
 

 

 

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial

reporting. As of June 30, 2022 no changes have occurred.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

No change in the Company’s internal control over financial reporting occurred during the period ended June 30, 2022, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.

 

PART II OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

 

We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

  

ITEM 1A – RISK FACTORS

 

The Company is a smaller reporting company and is therefore not required to provide this information.

 

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

All unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 10Q, 10K and form 8-K. 

 

 

17

 
 
 

 

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

 

None. 

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5 – OTHER INFORMATION

 

None.

 

 

 

ITEM 6 – EXHIBITS

 

Description of Exhibit Filing Reference

 

 

Exhibit Number   Description of Exhibit   Filing Reference
         
31.01   Certification of Principal Executive Officer Pursuant to Rule 13a-14.   Filed herewith.
         
31.02   Certification of Principal Financial Officer Pursuant to Rule 13a-14.   Filed herewith.
         
32.01   CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.   Filed herewith.
         
101.INS    XBRL Instance Document    
101.SCH   XBRL Taxonomy Extension Schema Document.    
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.    
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document    
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.    
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document    

 

 

 

* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 
 
 

SIGNATURES

 

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

 

  CMG HOLDINGS GROUP, INC.

 

Dated: August 15 , 2022

 

 

By: /s/ Glenn Laken

    Glenn Laken, Chief Executive Officer

 

 

 

 

 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/31/22
12/24/22
11/23/22
9/30/22
Filed on:8/15/22
8/4/22
For Period end:6/30/22CORRESP,  UPLOAD
3/31/2210-K,  10-Q
12/31/2110-K
12/24/21
11/23/21
9/30/2110-Q
6/30/2110-Q
3/31/2110-K,  10-Q
12/31/2010-K
12/24/20
6/24/20UPLOAD
12/31/19
11/15/19
1/15/19
12/15/17
2/18/16
4/7/143,  8-K
3/28/14
6/22/118-K/A
3/31/1010-Q,  NT 10-K,  NT 10-Q
4/1/098-K/A
5/27/088-K
2/20/0810KSB,  8-K
8/7/07
8/13/02
 List all Filings 
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