UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
| THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2015
Commission file number 000-51770
CMG HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 87-0733770 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 2130 North Lincoln Park West 8N | ||
| Chicago, IL | 60614 | |
| (Zip Code) |
| (773)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. Yesx
No oIndicate 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
NoxIndicate 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] |
| Emerging growth company | [ ] | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNox
As of November 10, 2023, there were shares of common stock of the registrant issued and outstanding.
Explanatory Paragraph
This 10Q filed on November 14, 2023 is being amended to delete disclosure of Good Gaming, Inc. shares that were completely disposed of as of December 31, 2021. The disclosure was inadvertently input in the document in error. The disclosure is no longer required as the Company no longer owns any shares of Good Gaming, Inc.
1
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 | ||||
| ITEM 4 | CONTROLS AND PROCEDURES | 16 | ||
PART II OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS | 17 | ||
| ITEM | RISK FACTORS | |||
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | |||
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | |||
| ITEM 4 | MINE SAFETY DISCLOSURES | |||
| ITEM 5 | OTHER INFORMATION | 18 | ||
| ITEM 6 | EXHIBITS |
2
ITEM 1- CONSOLIDATED FINANCIAL STATEMENTS
CMG HOLDINGS GROUP, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| CONTENTS | |||
| Consolidated Balance Sheets as of September 30, | |||
| 4 | |||
| Consolidated Statements of Operations for the three months and nine months ended September 30, | 5 | ||
| Consolidated Statements of Stockholders’ Deficit for the nine months ended September 30, 2023 and 2022 (Unaudited) | 6 | ||
| Consolidated Statements of Cash Flows for the | |||
| 7 | |||
| Notes to Consolidated Financial Statements (Unaudited) | 8 |
3
| CMG Holdings Group, Inc. | ||||||||
| Consolidated Balance Sheets | ||||||||
| Septem 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 63,592 | $ | 27,886 | ||||
| Prepaid expenses and other current assets | 8,400 | 8,400 | ||||||
| Total Current Assets | 71,992 | 36,286 | ||||||
| Property and equipment, net | 28,478 | 32,192 | ||||||
| Goodwill | 54,500 | 54,500 | ||||||
| TOTAL ASSETS | $ | 154,970 | $ | 122,978 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 676,671 | $ | 676,671 | ||||
| Deferred compensation | 175,000 | 40,000 | ||||||
| Accrued liabilities | 145,408 | 129,422 | ||||||
| Loan from shareholders | 95,000 | - | ||||||
| Loan outside party | 125,000 | - | ||||||
| Note payable | 150,000 | - | ||||||
| Convertible notes - carrying value | - | 74,679 | ||||||
| Derivative liabilities | - | 400,892 | ||||||
| Total Current Liabilities | 1,367,079 | 1,321,664 | ||||||
| TOTAL LIABILITIES | 1,367,079 | 1,321,664 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock: | ||||||||
| Series A Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; no shares issued and outstanding as of June 30, 2015 and December 31, 2014 | - | - | ||||||
| Series B Convertible Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; 0 and 0 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | - | - | ||||||
| Common Stock: | ||||||||
| 450,000,000 shares authorized, par value $.001 per share; 449,329,190 and 289,329,190 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | 449,329 | 289,329 | ||||||
| Additional paid in capital | 14,688,042 | 14,740,042 | ||||||
| Treasury Stock, 37,174 and 37,174 shares held, respectively, at cost of -0-, as of June 30, 2015 and December 31, 2014. | - | - | ||||||
| Accumulated deficit | (16,349,480 | ) | (16,228,057 | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | (1,212,109 | ) | (1,198,686 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 154,970 | $ | 122,978 | ||||
| The accompanying notes are an integral part of these finiancial statmenets | ||||||||
CMG Holdings Group, Inc. Consolidated Balance Sheet |
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 102,368 | $ | 338,157 | ||||
| Loan to shareholder | 100,000 | 100,000 | ||||||
| Loan receivable | 1,621,089 | 1,514,764 | ||||||
| Total current assets | 1,823,457 | 1,952,921 | ||||||
| Property and equipment | 621 | 2,483 | ||||||
| Total Assets | $ | 1,824,078 | $ | 1,955,404 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued liabilities | $ | 58,511 | $ | 39,011 | ||||
| Deferred compensation | 488,014 | 385,514 | ||||||
| Loan from outside party | 15,000 | 15,000 | ||||||
| Loan payable | 712,000 | 722,000 | ||||||
| Note payable | 60,000 | 60,000 | ||||||
| Total current liabilities | 1,333,525 | 1,221,525 | ||||||
| TOTAL LIABILITIES | 1,333,525 | 1,221,525 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common Stock shares authorized; par value, | ||||||||
| shares issued and outstanding | ||||||||
| Common Stock 450,000,000 shares authorized; $0.001 par value, 438,672,016 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 438,672 | 438,672 | ||||||
| Additional paid in capital | 14,630,689 | 14,630,689 | ||||||
| Accumulated deficit | (14,578,808 | ) | (14,335,482 | ) | ||||
| TOTAL STOCKHOLDERS DEFICIT | 490,553 | 733,879 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 1,824,078 | $ | 1,955,404 | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
4
| CMG HOLDINGS GROUP, INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenues | $ | 172,621 | $ | 120,058 | $ | 626,430 | $ | 7,646,532 | ||||||||
| Operating Expenses: | ||||||||||||||||
| Cost of revenues | 40,000 | 64,203 | 202,531 | 6,312,846 | ||||||||||||
| General and administrative expenses | 216,736 | 581,819 | 575,438 | 2,767,332 | ||||||||||||
| Research and development | - | 46,800 | - | 140,550 | ||||||||||||
| Total Operating Expenses | 256,736 | 692,822 | 777,969 | 9,220,728 | ||||||||||||
| Operating Loss | (84,115 | ) | (572,764 | ) | (151,539 | ) | (1,574,196 | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Gain (loss) on derivative liability | 232,035 | - | - | 7,926 | ||||||||||||
| Amortization of debt discount | 61,250 | |||||||||||||||
| Realized gain on marketable securities | - | 282,148 | - | 709,150 | ||||||||||||
| Unrealized gain on marketable securities | - | (113,714 | ) | - | (622,769 | ) | ||||||||||
| Cost related to acquisition of Good Gaming | - | - | (87,500 | ) | ||||||||||||
| Change in derivative liability | - | (31,627 | ) | (15,607 | ) | (31,627 | ) | |||||||||
| Interest expense | - | (2,997 | ) | - | (3,129 | ) | ||||||||||
| Interest expense (derivative) | (5,550 | ) | (15,527 | ) | (5,550 | ) | ||||||||||
| Interest income | - | - | ||||||||||||||
| Other expense | - | (6,386 | ) | - | (11,002 | ) | ||||||||||
| Total Other Income (Expense) | 232,035 | 121,874 | 30,116 | (44,501 | ) | |||||||||||
| Income (loss) from continuing operations | 147,920 | (450,890 | ) | (121,423 | ) | (1,618,697 | ) | |||||||||
| Net Income | $ | 147,920 | $ | (450,890 | ) | $ | (121,423 | ) | $ | (1,618,697 | ) | |||||
| 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 | 286,329,190 | 289,329,190 | 286,329,190 | 289,344,809 | ||||||||||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||||||||||
| CMG Holdings Group, Inc. | ||||||||||||||||
| Consolidated Statements of Operations | ||||||||||||||||
| Unaudited | ||||||||||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | |||||||||||||
| Revenues | $ | 146,143 | $ | 911,206 | $ | 625,568 | $ | 1,886,761 | ||||||||
| Operating expenses | ||||||||||||||||
| Cost of revenues | 27,921 | 581,254 | 301,864 | 1,379,140 | ||||||||||||
| General and administrative expenses | 250,158 | 194,971 | 644,283 | 507,397 | ||||||||||||
| Total operating expenses | 278,079 | 776,225 | 946,147 | 1,886,537 | ||||||||||||
| Net income from operations | (131,936 | ) | 134,981 | (320,579 | ) | 224 | ||||||||||
| Other income | ||||||||||||||||
| Settlement of Hudson Gray | — | — | — | — | ||||||||||||
| Interest expense | — | — | (24,072 | ) | (6,000 | ) | ||||||||||
| Interest income | 34,450 | 29,544 | 101,325 | 85,833 | ||||||||||||
| PPP loan forgiveness | — | — | 62,500 | |||||||||||||
| Gain on sale of stock. | — | — | — | — | ||||||||||||
| Total other income | 34,450 | 29,544 | 77,253 | 142,333 | ||||||||||||
| Net income | $ | (97,486 | ) | $ | 164,525 | $ | (243,326 | ) | $ | 142,557 | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||
5
| CMG Holdings Group, Inc. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2015 | 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income from continuing operations | $ | (121,423 | ) | $ | (1,618,697 | ) | ||
| Adjustments to reconcile net income (loss) | ||||||||
| to net cash provided by (used in) operating activities: | ||||||||
| Shares issued for services | - | 120,813 | ||||||
| Warrants issed for compensation | - | 619,627 | ||||||
| Costs related to acquisition of Good Gaming | - | 87,500 | ||||||
| Amortization of debt discount | (61,250 | ) | - | |||||
| Depreciation | 3,714 | - | ||||||
| (Gain) loss on derivatives | (7,926 | ) | ||||||
| Realized gain on trading securities | - | (709,150 | ) | |||||
| Unrealized gain on trading securities | - | 622,769 | ||||||
| Derivative expense | 31,627 | |||||||
| Effective interest expense derivatives | 5,550 | |||||||
| Changes in: | ||||||||
| Accounts receivable | - | 171,594 | ||||||
| Prepaid expense and other current assets | - | (1,264 | ) | |||||
| Deferred income | - | - | ||||||
| Accrued liabilities | 15,986 | (300,000 | ) | |||||
| Accounts payable | - | 167,627 | ||||||
| Deferred compenastion | 135,000 | (417,875 | ) | |||||
| Net cash provided by (used in) operating activities | (27,973 | ) | (1,227,805 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from sale of trading securities | - | 850,470 | ||||||
| Cash paid for purchase of fixed assets | (18,400 | ) | ||||||
| Proceeds from notes payable | 150,000 | |||||||
| Payments of convertible notes | (306,334 | ) | ||||||
| Proceeds from shareholder loans | 95,000 | - | ||||||
| Proceeds from loan from third party | 125,000 | - | ||||||
| Net cash provided by (used in) investing activities | 63,666 | 832,070 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of stock | 50,000 | |||||||
| Proceeds from sales of common stock | - | 15,000 | ||||||
| Net cash (used in) provided by financing activities | - | 65,000 | ||||||
| Net increase in cash | 35,693 | (330,735 | ) | |||||
| Cash, beginning of period | 27,886 | 476,588 | ||||||
| Cash, end of period | $ | 63,579 | $ | 145,853 | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | - | $ | 3,201 | ||||
| Non-cash investing and financing activity: | ||||||||
| Discount on notes payable from derivative liabilities | 5,000 | |||||||
| Cancellation of Common and Preferred Stock | 7,350 | |||||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||
| CMG Holdings Group, Inc. |
| Consolidated Statement of Stockholders Equity |
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| Number of | Number of | Additional Paid In | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance December 31, 2021 | — | $ | — | 438,672,016 | $ | 438,672 | $ | 14,630,689 | $ | (14,353,100 | ) | $ | 716,261 | |||||||||||||||
| Net Income(Loss) for the year | — | — | — | — | — | 142,557 | 142,557 | |||||||||||||||||||||
| Balance September 30, 2022 | — | — | 438,672,016 | $ | 438,672 | $ | 14,630,689 | $ | (14,210,543 | ) | $ | 858,818 | ||||||||||||||||
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| Number of | Number of | Additional Paid In | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance December 31, 2022 | — | — | 438,672,016 | 438,672 | 14,630,689 | (14,335,482 | ) | 733,879 | ||||||||||||||||||||
| Net Income(Loss) for the year | — | — | — | — | — | (243,326 | ) | (243,326 | ) | |||||||||||||||||||
| Balance September 30, 2023 | — | $ | — | 438,672,016 | $ | 438,672 | $ | 14,630,689 | $ | (14,578,808 | ) | $ | 490,553 | |||||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||||||
6
| CMG Holdings Group, Inc. | ||||||||
| Consolidated Statement of Cash Flows | ||||||||
| Unaudited | ||||||||
| For the nine | For the nine | |||||||
| months ended | months ended | |||||||
| September 30, 2023 | September 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | (243,326 | ) | $ | 142,557 | |||
| Adjustments to reconcile net income to cash used in operating activities | ||||||||
| Accounts receivable | — | — | ||||||
| Accrued liabilities | — | 35,130 | ||||||
| Prepaid legal fees | — | — | ||||||
| Gain on sale of stock | — | — | ||||||
| Depreciation | 1,862 | 2,785 | ||||||
| Deferred compensation | 135,000 | (53,000 | ) | |||||
| Interest expense | 19,500 | 6,000 | ||||||
| Interest income | (101,325 | ) | (85,833 | ) | ||||
| Accounts payable | — | — | ||||||
| PPP loan forgiveness | — | (62,500 | ) | |||||
| Net cash provided by operations | (188,289 | ) | (14,861 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Investment | — | — | ||||||
| Loan receivable | — | (21,940 | ) | |||||
| Proceeds from repayment of notes receivable | 12,000 | — | ||||||
| Proceeds from sale of stock | — | — | ||||||
| Proceeds from loan payable | (10,000 | ) | 80,000 | |||||
| Loan to shareholder | — | (100,000 | ) | |||||
| Payment of notes receivable | (17,000 | ) | — | |||||
| Payment of deferred compensation | (32,500 | ) | — | |||||
| Net cash used in investing activities | (47,500 | ) | (41,940 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Purchase of Treasury Stock | — | — | ||||||
| Proceeds from pay check protection loan | — | — | ||||||
| Payment of loans | — | — | ||||||
| Net cash provided by (used in) financing activities | — | — | ||||||
| Net increase in cash | (235,789 | ) | (56,801 | ) | ||||
| Cash, beginning of period | 338,157 | 595,430 | ||||||
| Cash, end of period | $ | 102,368 | $ | 538,629 | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
7
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
1 Nature of Operations and Continuance of 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.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 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-ownedwholly 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 shares of Pebble Beach that were issued and previously owned by Creative Management Group, are now owned directly by its shareholders. The shares of Creative Management Group previously owned by its shareholders are now owned by Pebble Beach, thereby making Creative Management Group a wholly-ownedwholly 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 June 30,March 31, 2010, the Company and AudioEye, Inc. (“AudioEye”) completed the finala 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; onin 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.
8
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
2 Summary of Significant Accounting
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 CMG Holdings Group,the Company and its wholly owned subsidiary, Lincoln Acquisitions Inc., XA, All intercompany transactions have been eliminated. The Experiential Agency, Inc. ("XA") and GGI after elimination of all significant inter-company accounts and transactions.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesli 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 period reported. Estimates are used when accounting for allowance for doubtful accounts, depreciation, and contingencies. Actual results could differ from those estimates.
c) Cash and Cash Equivalents
The Company considers all short-term debt securities purchasedhighly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
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 dilutedDiluted 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.
e) Financial Instruments
ASC 820, “Fair Value Measurements,
Level 1
Level 1 – Quotedapplies to assets or liabilities for which there are quoted prices are available in active markets for identical assets or liabilities.
9
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 as of the reporting date. Active marketsfor which there are those in which transactionsinputs other than quoted prices that are observable 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 3
Level 3 – Pricingapplies to assets or liabilities for which there are unobservable inputs include significant inputsto the valuation methodology that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimatesignificant to the measurement of the fair value.
The Company’sCompany's financial instruments consist principally of cash, accounts receivable, accounts payable, and accrued liabilities.amounts due to related parties. Pursuant to ASC 820, and 825, the fair value of our cash is determined based on “Level 1”"Level I" inputs, which consist of quoted prices in active markets for identical assets. TheWe 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.
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 following table sets forth by level withland is not depreciated.
g) Impairment of long lived assets
The Company evaluates the fair value hierarchy the Company’s financialrecoverability of long-lived assets and liabilities measuredthe related estimated remaining lives at fair value oneach 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.
h) Reclassifications
Certain prior period amounts have been reclassified to conform to current presentation.
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 September 30, 20152023 and December 31, 2014:
| December 31, 2015 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 0 | $ | 0 | ||||||||
| December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Derivative Liabilities | $ | - | $ | - | $ | 400,892 | $ | 400,892 | ||||||||
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 $75,000. As of December 31, 2019, the Company had loaned to Pristec $67,500 at an interest rate of 12%, the loan matures in Debttwelve (12) months. As of December 31, 2020 the Company loaned an additional $32,500 and Equity Securities
September 30, 2015 | December 31, 2014 | |||||||
| Aggregate fair value | $ | - | $ | - | ||||
| Gross unrealized holding gains (losses) | - | - | ||||||
| Proceeds from sales | $ | - | $ | 850,470 | ||||
| Gross realized gains | - | 86,382 | ||||||
| Gross realized losses | - | - | ||||||
| Other than temporary impairment | - | - | ||||||
On June 24, 2020 The Company entered into a Termination Agreement and Release (the “Agreement”)an 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,New Vacuum Technologies LLC(NVT) whereby the Company agreed to issue loaned NVT $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.
Outstanding and Exercisable | Weighted average Exercise Price | |||||||
| December 31, 2013 | 1,798,000 | $ | 0.28 | |||||
| Granted | 40,000,000 | $ | 0.016 | |||||
| Exercised | — | — | ||||||
| Expired | (1,798,000 | ) | ||||||
| December 31, 2014 | 40,000,000 | $ | 0.02 | |||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| September 30, 2015 | 40,000,000 | .0021 | ||||||
On September 3, 2022, The Company loan its CEO Glenn Laken $100,000 for personal legal fees.
10
CMG HOLDINGS GROUP, INC.
Notes to the warrants have a weighted average remaining lifeConsolidated Financial Statements
5 Accounts Payable
Accounts payable consist of 4.43 years with $0 aggregate intrinsic value.
| 2015 | 2014 | |||||||
| Equipment | $ | 33,000 | $ | 33,000 | ||||
| Leasehold Improvements | 4,142 | 4,142 | ||||||
| 37,142 | 37,142 | |||||||
| Less accumulated depreciation | 8,664 | 4,950 | ||||||
| $ | 28,478 | $ | 32,192 | |||||
6 Equity
| a. | Common Stock |
During the periods ended September 30, 20152023 and the year ended December 31, 2014.
| b. | Common Stock Warrants |
During the periods ended September 30, 2023 and December 31, 2022;, 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 purchase of Good Gaming Inc.outstanding 40,000,000 Warrants previously issued to Glenn Laken to $0.0035 and extended the expiration date for an additional five (5) years.
7Notes Payable
Convertible Promissory Notes
On November 23, 2021, the Company borrowed $500,000 from GS Capital Partners LLC. 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.
| Derivative Liabilities | ||||
| Balance December 31, 2013 | $ | 11,121 | ||
| ASC 815-15 additions | 402.710 | |||
| Change in fair value | (1,818 | ) | ||
| ASC 815-15 deleations | (11,121 | ) | ||
| Balance December 31, 2014 | 400,892 | |||
| ASC 815-15 additions | - | |||
| Change in fair value | 15,607 | |||
| ASC 815-15 deleations | (416,499 | ) | ||
| Balance December 31, 2015 | $ | - | ||
11
CMG HOLDINGS GROUP, INC.
Notes 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 $130,000 at June 30, 2015. Due to these same economic effects the Company is currently using office space provided by the Company CEO’s daughter on a rent free basis and she is also employed as an outside consultant on a part time basis.
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 Burkhardt, Burkhard, XA’s former Executive Chairman and a currentformer member of the Company’sCompany'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 $695,000$695,000 in damages. damages. This lawsuit, where a judgement was entered against the Company for approximately $775,000, was settled with Burkhard for $105,000. In November and December of 2018 the Company paid Burkhard the amount due from this settlement.
9Income Taxes
The Company believes that Mr. Burkhardt’s claimhas a net operating loss carried forward of $14,578,808 available to offset taxable income in future years which commence expiring in 2030. The Company is without meritsubject to United States federal and plans to vigorously defend the lawsuit.
| 2023 | 2022 | |||||||
| Income tax recovery at Statutory rate | $ | 29,937 | $ | (25,877 | ) | |||
| Permanent differences and other | — | — | ||||||
| Valuation allowance charges | (29,937 | ) | 25,877 | |||||
| Provision for income taxes | $ | — | $ | — | ||||
The significant components of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipmentdeferred income tax assets and consultant compensationliabilities at September 30, 2023 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 Companyy recorded goodwill of $54,500December 31, 2022 are as a result of this acquisition and intends to test this asset for impairment every twelve months.
| September 30, 2023 | December 31, 2022 | |||||||
| Net operating loss carried forward | $ | 14,578,808 | $ | 14,335,482 | ||||
| Valuation allowance | (14,578,808 | ) | (14,335,482 | ) | ||||
| Net deferred income tax asset | $ | — | $ | — | ||||
12
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
10 - SEGMENTS
The Company splits its business activities during the period ended September 30, 20152023 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 three reportable segments.months ended September 30, 2023.
Reportable Segments
| CMG | ||||||||||||
| Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | 146,143 | — | 146,143 | |||||||||
| Operating expenses | 219,024 | 59,055 | 278,079 | |||||||||
| Operating income (loss) | (72,881 | ) | (59,055 | ) | (131,936 | ) | ||||||
| Other income (expense) | — | 34,450 | 34,450 | |||||||||
| Net income (loss) | (72,881 | ) | (24,605 | ) | (97,486 | ) | ||||||
The Company splits its business activities during the period ended September 30, 2022 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 three months ended September 30, 2022.
| CMG | ||||||||||||
| Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | 911,206 | — | 911,206 | |||||||||
| Operating expenses | 665,384 | 116,840 | 782,224 | |||||||||
| Operating income (loss) | 245,822 | (116,840 | ) | 128,982 | ||||||||
| Other income (expense) | — | 29,544 | 29,544 | |||||||||
| Net income (loss) | 245,822 | (87,296 | ) | 158,526 | ||||||||
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
10Segments (continued)
The Company splits its business activities during the period ended September 30, 2023 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 nine months ended September 30, 2015.
| CMG | ||||||||||||
| Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | 625,568 | — | 625,568 | |||||||||
| Operating expenses | 735,530 | 210,616 | 946,146 | |||||||||
| Operating income (loss) | (111,962 | ) | (210,616 | ) | (320,578 | ) | ||||||
| Other income (expense) | — | 77,253 | 77,253 | |||||||||
| Net income (loss) | (111,962 | ) | (133,363 | ) | 243,325 | |||||||
The Company splits its business activities during the period ended September 30, 2022 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 nine months ended September 30, 2022.
| CMG | ||||||||||||
| Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | 1,886,761 | — | 1,886,761 | |||||||||
| Operating expenses | 1,563,057 | 329,480 | 1,892,537 | |||||||||
| Operating income (loss) | 323,704 | (329,480 | ) | (5776 | ) | |||||||
| Other income (expense) | — | 148,333 | 148,333 | |||||||||
| Net income (loss) | 323,704 | (181,147 | ) | 142,557 | ||||||||
13
| XA | Good Gaming | CMG Holdings Group | Totals | |||||||||||||
| Revenue | $ | 564,040 | $ | 62,390 | $ | -- | $ | 626,430 | ||||||||
| Operating expenses | 662,123 | 46,846 | -- | 708,969 | ||||||||||||
| Operating Income (Loss) | (98,083 | ) | 15,544 | -- | (82,539 | ) | ||||||||||
| Other Income (Expense) | -- | -- | (201,919 | ) | (201,919 | ) | ||||||||||
| Net Income (Loss) | $ | (98,083 | ) | $ | 15,544 | $ | (201,919 | ) | $ | (284,458 | ) | |||||
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
11 – RESIGNATION OF OFFICERS AND MEMBERS OF THE BOARD.
The Company issued toborrowed $125,000 from a total of 6,000,000 shares of Common Stock to its three former directorsrelative of the Company with each former director receiving 2,000,000CEO. This amount is due on demand and has an interest rate of 0%. At September 30, 2023 the remaining balance of the loan was $15,000.
The Company issued the Company CEO a warrant to purchase 40,000,000 shares pursuantof the Company’s common stock at $0.0155. The warrant has an original term of 5 years. On December 15, 2017 the purchase price was changed to $.0035 and the term was extended 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 $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 agreements betweenCEO began. The Company has recorded “Deferred Compensation” of $438,514 at December 31, 2021. The Company made payments of $53,000 and $44,862 in excess of the current $135,000 and $180,000 salary for periods ended September 30, 2023 and December 31, 2022, respectively.
The Company paid $75,000 and $150,000 for the periods ended September 30, 2022 and December 31, 2021, respectively, as compensation to the President of XA, who is the daughter of the Company and eachCEO.
On September 2, 2023, the Company loaned the CEO $100,000 for legal expenses related to the decision to sell Company assets that had been written off in prior years. The proceeds of the former directors dated February 5, 2014.
12 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 NINE MONTH PERIOD ENDED SEPTEMBER 30, 2015
Gross revenues decreased from $7,020,102$1,886,761 for the nine months ended September 30, 20142022 to $626,430$625,568 for the nine months ended September, 30, 2015.2023. The decrease in revenues was mainly attributable to the legal issues surrounding XA and its ongoing suit and lack of financesdecrease in overall business due to the same issue.
Cost of revenue decreasedincreased from $6,312,846$1,379,140 for the nine months ended September 30, 20142022 to $202,531$581,254 for the nine months ended September 30, 2015.2023. The decrease in cost of goods soldrevenues was duemainly attributable to the decrease in revenues of XA, The Experiential Agency, Inc. (XA).
Operating expenses decreasedincreased from $2,767,332$513,397 for the nine months ended September 30, 20142022 to $575,438$644,283 for the nine months ended September 30, 20152023. The decreaseincrease in operating expenses is due to the decrease in revenuessupport expenses to run business and increase in interest expense for the quarter.
Net income decreased from a loss of $142,557 for the nine months ended September 30, 2015.
LIQUIDITY AND CAPITAL RESOURCES:
As of September 30, 2015,2023, the Company’s cash on hand was $63,592.
Cash used in operating activities for the nine months ended September 30, 20152023 was $27,973,$188,289, as compared to cash used inprovided by operating activities of $1,227,805$14,861 for the nine months ended September 30, 2014. This change is due2022. The increase in net loss to realized and unrealized gains on marketable securities of $0, respectively fornet income was mainly attributable to the nine months ended September 30, 2015 as comparedCompany beginning to $193,487 forcome back from the nine months ended September 30, 2014.
Cash fromused in investing activities for the nine months ended September 30, 20152023 was $63,666$47,500 as compared cash used in investing activities of $1,227,805$41,9410 for the nine months ended September 30, 2014. During2022. This was due to the nine months ended September 30, 2014, sold 925,925 shares ofCompany not loaning additional funds to NVT during the Company’s holdings in AudioEye, Inc., for net proceeds of $250,000.
Cash provided by financing activities for the nine months ended September 30, 20152023 was $0 as compared to $65,000$0 provided forby financing activities the nine months ended September, 30, 20143.
15
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.
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 September 30, 2015.March 31, 2022. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2015,2023, the Company’s disclosure controls and procedures were not effective due to the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2014.
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 September 30, 20152023 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 December 31, 2014,June 30, 2022, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2014September 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 December 31, 2014:
● | 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 JuneSeptember 30, 20152022 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 JuneSeptember 30, 2015,2022, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.
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.
All unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 10-K10Q, 10K and form 8-K.
17
None.
None.
None.
Description of Exhibit Filing Reference
Exhibit Number | Description of Exhibit | Filing Reference | ||
| Filed herewith. | ||||
| Filed herewith. | ||||
| 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: November 16, 2023 | By: /s/ Glenn Laken | ||
Chief Executive Officer | |||