CMG HOLDINGS GROUP, INC. - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
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THE
SECURITIES EXCHANGE ACT OF
1934
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For
the quarter year ended June 30, 2008
Commission file
number 000-51770
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CMG HOLDINGS,
INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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87-0733770
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification No.)
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5601 Biscayne
Boulevard
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Miami, Florida,
USA
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33137
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant's telephone
number including area code (305)
751-1667
---------------------------------------------------------------
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports
required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes x No
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or small reporting company. See the definition of
"large accelerated filer," "accelerated filer" and "small reporting company" in
Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
No x
As of
August 7, 2008, there were 42,400,000 common
stock of the registrant issued and 27,725,352 outstanding.
1
CMG HOLDINGS,
INC.
FORM 10-Q
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Item #
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Description
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Page
Numbers
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3
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3
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| ITEM 2 |
10
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| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 | |||||
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12
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12
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13
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| ITEM 1A | RISK FACTORS | 13 | |||||
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13
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| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 13 | |||||
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13
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14
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| ITEM 6 | EXHIBITS | 15 | |||||
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16
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| EXHIBIT31.1 | SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER | ||||||
| EXHIBIT 31.2 | SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER | ||||||
| EXHIBIT 32.1 | SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER | ||||||
| EXHIBIT 32.2 | SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER | ||||||
2
CMG HOLDINGS,
INC.
(FORMERLY PEBBLE BEACH ENTERPRISES,
INC.)
UNAUDITED FINANCIAL
STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2008
AND 2007
3
CONTENTS
______________________________________________________________________________________
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Consolidated
Balance Sheets as of June 30, 2008 and December 31, 2007
(Unaudited)
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Page
5
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Consolidated
Statements of Operations for the three months and six months ended June
30, 2008 and 2007 (Unaudited)
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6
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Consolidated
Statements of Cash Flows for the six months ended June 30, 2008 and 2007
(Unaudited)
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7
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Notes
to Consolidated Financial Statements (Unaudited)
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8
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4
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CMG
HOLDINGS, INC
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(FORMERLY
PEBBLE BEACH ENTERPRISES, INC)
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BALANCE
SHEETS
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(unaudited)
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June
30, 2008
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December
31, 2007
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ASSETS
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| CURRENT ASSETS: | ||||||||
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Cash
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$ | 276,162 | $ | $1,213,035 | ||||
| Accounts receivable | 304,167 | -- | ||||||
| Prepaid expense | -- | 17,454 | ||||||
| Total Current Assets | 580,329 | 1,230,489 | ||||||
| Fixed assets | 1,159 | 1,159 | ||||||
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TOTAL ASSETS
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$ | 581,488 | $ | 1,231,648 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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| CURRENT LIABILITIES: | ||||||||
| Client Payable | 388,172 | 121,400 | ||||||
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Line of credit
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$ | -- | $ | 132,763 | ||||
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Accounts payable
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14,400 | 139,226 | ||||||
| Consulting Payable | 243,750 | -- | ||||||
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Total
current liabilities
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646,322 | 393,389 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Convertible notes payable | -- | 1,178,000 | ||||||
| TOTAL LIABILITIES | 646,322 | 1,571,389 | ||||||
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STOCKHOLDERS
DEFICIT
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| Preferred stock: | ||||||||
| 5,000,000 shares authorized par value $0.001 per share; none issued and outstanding | ||||||||
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Common Stock:
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||||||||
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150,000,000
shares authorized par value $0.001 per share; 42,400,000 and 10,000,000
issued, and 27,725,352 and 10,000,000 shares outstanding
respectively
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42,400 | 10,000 | ||||||
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Additional paid-in-capital
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3,124,528 | 680,686 | ||||||
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Accumulated deficit
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(3,231,762 | ) | (1,030,427 | ) | ||||
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TOTAL STOCKHOLDERS DEFICIT
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(64,834 | ) | (339,741 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
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$ | 581,488 | $ | 1,231,648 | ||||
See
accompanying notes to consolidated financial statements.
5
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CMG
HOLDINGS, INC
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(FORMERLY
PEBBLE BEACH ENTERPRISES, INC)
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STATEMENTS
OF OPERATIONS
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(unaudited)
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Three
months ended
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Six months
ended
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June
30,
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June
30,
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|||||||||||||||
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2008
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2007
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2008
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2007
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Net
revenues
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$ | -- | $ | 75,941 | $ | 399,167 | $ | 137,152 | ||||||||
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Operating expenses
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796,920 | 90,020 | 2,531,415 | 144,251 | ||||||||||||
| Loss from operations | (796,920 | ) | (14,079 | ) | (2,132,248 | ) | (7,099 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (62,464 | ) | -- | (84,844 | ) | -- | ||||||||||
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Interest income
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3,416 | -- | 15,757 | - | ||||||||||||
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Net Loss
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$ | (855,968 | ) | $ | (14,079 | ) | $ | (2,201,335 | ) | $ | (7,099 | ) | ||||
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Basic
and diluted loss per common share
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$ | (0.04 | ) | $ | (0.00 | ) | $ | (0.11 | ) | $ | (0.00 | ) | ||||
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Basic
and diluted weighted average common
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||||||||||||||||
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shares
outstanding
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23,998,549 | 10,000,000 | 19,709,450 | 10,000,000 | ||||||||||||
See
accompanying notes to consolidated financial statements.
6
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CMG
HOLDINGS, INC
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(FORMERLY
PEBBLE BEACH ENTERPRISES, INC)
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STATEMENTS
OF CASH FLOWS
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(unaudited)
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Six
months ended
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June
30,
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||||||||
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2008
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2007
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
Loss
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$ | (2,201,335 | ) | $ | (7,099 | ) | ||
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Adjustments
to reconcile net loss
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to
net cash used in operating activities:
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Stock
for services
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1,491,778 | -- | ||||||
| Stock for interest expense | 62,464 | -- | ||||||
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Changes
in:
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||||||||
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Accounts
receivable
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(304,167 |
)
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-- | |||||
| Prepaid expense | 17,454 | -- | ||||||
| Consulting payable | 243,750 | -- | ||||||
| Client payable | 266,772 | (6,700 | ) | |||||
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Accounts
payable
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(124,826 | ) | (11,854 | ) | ||||
| Net cash provided by operating activities | (548,110 | ) | (25,653 | ) | ||||
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CASH FROM
INVESTING ACTIVITIES
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Cash paid for acquisition of Pebble Beach Enterprises,
Inc.
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(600,000 | ) | -- | |||||
| Net cash used in operating activities: | (600,000 | ) | -- | |||||
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FINANCING
ACTIVITIES
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| Distributions to members | -- | (15,500 | ) | |||||
| Contributions to capital | 30,000 | 31,539 | ||||||
| Net borrowings on line of credit | (132,763 | ) | -- | |||||
| Borrowing on convertible notes | 314,000 | -- | ||||||
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| Net cash provided by (used in) financing activities | 211,236 | 16,039 | ||||||
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Net
increase (decrease) in cash
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(936,873 | ) | (9,614 | ) | ||||
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Cash, beginning
of period
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1,213,035 | 9,631 | ||||||
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CASH
BALANCE AT END OF PERIOD
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$ | 276,162 | $ | 17 | ||||
| Supplemental cash flow information: | ||||||||
| Income tax paid | $ | -- | -- | |||||
| Interest paid | -- | -- | ||||||
| Non-Cash investing and financing: | ||||||||
| Stock issued for notes payable | 1,492,000 | -- | ||||||
See
accompanying notes to consolidated financial statements.
7
CMG
HOLDINGS, INC.
(FORMERLY
PEBBLE BEACH ENTERPRISES, INC)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
NOTE
1 - BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of CMG Holdings, Inc,
formerly Pebble Beach Enterprises, Inc., have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained in
its 2007 annual report on Form 8-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements that would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal year 2007, as reported in the Form 8-K, have been omitted.
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). The purpose of
the acquisition was to effect a reverse merger with Pebble Beach Enterprises,
Inc. at a later date.
On
May 27, 2008, Pebble Beach entered into an Agreement and Plan of Reorganization
with its controlling shareholder, Creative Management Group, Inc., a privately
held Delaware corporation. Upon the closing the eighty shareholders
of Creative Management Group delivered all of their equity interests in Creative
Management Group to Pebble Beach in exchange for shares of common stock in
Pebble Beach owned by Creative Management Group, as a result of which Creative
Management Group became a wholly-owned subsidiary of Pebble Beach.
The
shareholders of Creative Management Group received one share of Pebble Beach’s
common stock previously owned by Creative Management Group for each issued and
outstanding common share owned of Creative Management Group. As a
result, the 22,135,148 shares of Pebble Beach that were issued and previously
owned by Creative Management Group, are now owned directly by its
shareholders. The 22,135,148 of Creative Management
Group previously owned by its shareholders are now owned by Pebble Beach,
thereby making Creative Management Group a wholly-owned subsidiary of Pebble
Beach. Pebble Beach did not issue any new shares as part of the
Reorganization.
Upon
completion, Pebble Beach has 42,400,000 shares issued and outstanding of which
3,120,000 are held by the former shareholders of Pebble Beach, 22,135,148
shares, or approximately 52.21% are held by persons who were previously
shareholders of Creative Management Group and 17,144,852 are held by CMG
Acquisitions, Inc., the wholly owned subsidiary of Creative Management Group as
treasury stock. This amount has been reduced to 14,674,648 shares as
of June 30, 2008.
The
transaction was accounted for as a reverse merger and recapitalization whereby
Creative Management Group is the accounting acquirer. Pebble Beach
was renamed CMG Holdings, Inc.
The
consolidated financial statements include the accounts of CMG Holdings, Inc.,
Creative Management Group and CMG Acquisitions, Inc. after elimination of all
significant inter-company accounts and transactions.
8
CMG
HOLDINGS, INC.
(FORMERLY
PEBBLE BEACH ENTERPRISES, INC)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
NOTE
2 – NOTES PAYABLE
During
the period between January 1, 2008 and May 23, 2008, Creative Management Group,
Inc. issued 12 convertible notes with an aggregate amount of $314,000. Interest
on these convertible notes is due and payable at 6% per annum. The maturity date
for these convertible notes is March 30, 2010. $41,500 of these
notes were issued to related parties.
These
notes were converted in May 2008 to common shares. See note 3 for
details.
NOTE
3 – EQUITY
On
February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble
Beach Enterprises, Inc. (a publicly traded company) for $600,000
cash. Because the purpose of the acquisition was to recapitalize
Creative Management Group, Inc. through an eventual reverse merger with Pebble
Beach Enterprises, Inc., the $600,000 has been accounted for as a
recapitalization cost and a reduction to paid in capital.
In
the quarter ending March 31, 2008, shareholders contributed $30,000 of cash to
Creative Management Group, Inc.
In
the six months ended June 30, 2008, Creative Management Group, Inc. issued
shares as follows:
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·
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7,000,000
shares of common stock to three officers of Creative Management Goup, Inc.
valued at $1,050,000 for salary
expense.
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·
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1,868,352
shares of common stock to various service providers of Creative Management
Group, Inc. valued at $441,778 for consulting
expense.
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·
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5,737,000
shares of common stock for the conversion of $1,492,000 and $62,464 of
principal and interest, respectively, related to convertible notes
payable.
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9
This
section provides our Management’s Discussion and Analysis of Financial Condition
and Results of Operations
(‘‘MD&A”).
The
following discussion should be read in conjunction with the financial statements
and supplementary data appearing in Part 1, Item
1.
SAFE
HARBOR FOR FORWARD LOOKING STATEMENTS
The
following discussion and analysis contains certain statements that may be deemed
“forward-looking statements”. All statements, other than statements of
historical fact, that address events or developments that the we expect to
occur, are forward-looking statements. Forward-looking statements are statements
that are not historical facts and are generally, but not always, identified by
the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”,
“projects”, “potential” and similar expressions, or that events or conditions
“will”, “would”, “may”, “could” or “should” occur.
Although
we believe the expectations expressed in such forward-looking statements are
based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the
forward-looking statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include: failure to
successfully negotiate or subsequently close such transactions, inability to
obtain required shareholder or regulatory approvals, and general economic,
market or business conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and opinions of
’management on the date the statements are made. We undertakes no obligation to
update these forward-looking statements in the event that management’s beliefs,
estimates or opinions, or other factors, should change.
Liquidity and capital resources. As of June 30,
2008 our cash on hand was $276,162.
Results
of operations. During the second quarter of
2008 we saw our net loss increase from $1,345,367 for quarter ended March
31, 2008 to $2,201,335 for the six months ended June 30, 2008, an increase in
the net loss of $855,968 for the quarter ended June 30,
2008.
Description
of Property. Our principal office is
located at 5601 Biscayne Boulevard, Florida.
Number of
Employees. Our current number of
employees is five. We expect a significant change in the number of
employees in the next 12 months.
Security
Ownership of Certain Beneficial Owners and Management.
We
have two classes of securities, a Common Stock and Preferred Stock. Only
the Common Stock is outstanding.
10
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the number of shares of common
stock beneficially owned on August 7, 2008, following consummation of the
Reorganization by:
● Each
person who is known by us to beneficially own 5% or more of the Registrant’s
common stock;
● Each of
the Registrant’s directors and named executive officers; and
● All of
the Registrant’s directors and executive officers as a group.
Security
Ownership of CMG Holdings, Inc. as of August 7, 2008:
|
Title
of Class
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Name
|
Shares
|
Percent
(1)
|
||||
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Common
Stock
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CMG
Acquisitions, Inc.
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14,674,648
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34.60
|
%
|
|||
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Alan
Morell
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10,107,000
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23.84
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%
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||||
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James
J. Ennis
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2,500,000
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5.89
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%
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||||
Security
Ownership of CMG Holdings Inc. directors and executive officers as of May 27,
2008:
|
Title
of Class
|
Name
|
Shares
|
Percent
(1)
|
||||
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Common
Stock
|
Alan
Morell
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10,107,000
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(2)
|
23.84
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%
|
||
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James
J. Ennis
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2,500,000
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(3)
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5.89
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%
|
|||
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Michael
Vandetty
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1,000,000
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2.35
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%
|
||||
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All
Directors and Executive Officers as a Group
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13,607,000
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32.09
|
%
|
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(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting and investment power with respect
to shares. Unless otherwise indicated, the persons named in the table have
sole voting and sole investment control with respect to all shares
beneficially owned, subject to community property laws where applicable.
The number and percentage of shares beneficially owned are based on
42,400,000 shares of common stock outstanding as of May 27, 2008, the
closing date of the Reorganization. The address for those individuals for
which an address is not otherwise indicated is: c/o CMG Holdings, Inc.,
5601 Biscayne Boulevard, Miami, Florida 33137,
USA.
|
|
(2)
|
Mr.
Morell owns 3,500,000 shares of Creative Management Group, Inc. directly,
and is the beneficial owner of an additional 6,607,000 shares owned by
Commercial Rights Intl Corp. for a total of 10,107,000
shares.
|
|
(3)
|
Mr.
Ennis owns 500,000 shares of Creative Management Group, Inc. directly, and
is the beneficial owner of an additional 2,000,000 shares owned by
Hastings Creek Group, Inc. for a total of 2,500,000
shares.
|
11
Disclosure Controls and
Procedures - As of June 30, 2008, we,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as defined in Exchange
Act Rules 13a-15(e) and 15(d)-15(e). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures were effective as of June 30,
2008.
Management’s Report on Internal
Control Over Financial Reporting - Management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) under the Exchange Act. Our internal control
system is designed to provide reasonable assurance regarding the preparation and
fair presentation of published financial statements. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
compliance with the policies or procedures may deteriorate or be
circumvented.
Management assessed the effectiveness of our
internal control over financial reporting as of June 30, 2008. In making
this assessment, management used the criteria established in Internal
Controls-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO. Based on management’s assessment and
the criteria established by COSO, management believes that we maintained
effective internal control over financial reporting as of June 30,
2008.
Changes in
Internal Control Over Financial Reporting- There has been no
change in our internal control over financial reporting during the quarter ended
June 30, 2008, that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial
reporting.
This
quarterly report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this quarterly
report.
12
There is
no past, pending or, to the Company’s knowledge, threatened litigation or
administrative action which has or is expected by the Company’s management to
have a material effect upon our Company’s business, financial condition or
operations, including any litigation or action involving our Company’s officers,
directors, or other key personnel.
Registrant
is a smaller reporting company and is therefore not required to provide this
information.
The following is
information for all securities that the Company sold during the quarter ended
June 30, 2008. Information with respect to previously reported sales
prior to January 1, 2008 may be found in the Company’s
prior filings.
None.
None
None
13
Exhibit
No. Document
Description
|
|
3.1
|
Certificate
of Incorporation of Pebble Beach Enterprises, Inc. as filed with the
Nevada Secretary of State on October 30, 1980, incorporated by reference
to the Company’s Registration Statement on Form 10SB12G filed with the
Securities and Exchange Commission on February 1,
2006.
|
|
|
3.2
|
Amended
Certificate of Incorporation of Pebble Beach Enterprises, Inc. to change
name to CMG Holdings, Inc., increased its capitalization to
150,000,000 common shares and 5,000,000 preferred shares as
filed with the Nevada Secretary of State on February 19, 2008,
incorporated by reference to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 20,
2008.
|
|
|
3.3
|
By-Laws
of CMG Holdings, Inc. incorporated by reference to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 20,
2008.
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act, as
amended.
|
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act, as
amended.
|
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted
Pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
Reports
on Form 8-K:
The Company filed a Form 8-K on May 30, 2008 - Item 2.01: Completion of Acquisition of Assets - announcing the acquisition of Creative Management Group, Inc. and Item 9.01: Financial Statements and Exhibits.
14
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
| CMG HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: August 14, 2008 | By: /s/ ALAN MORELL | |
| Alan Morell | ||
| Chief Executive Officer and | ||
| Chairman of the Board | ||
| Date: August 14, 2008 | By: /s/ JAMES J. ENNIS | |
| James J. Ennis | ||
| Chief Financial Officer and | ||
| Director | ||
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
|
/s/Alan
Morell
|
Alan
Morell
|
CEO
& Chairman
|
August
14, 2008
|
|||
|
of
the Board
|
||||||
|
/s/James
I. Ennis
|
James
I. Ennis
|
CFO
&
Director
|
August
14, 2008
|
|||
|
|
15