Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Oct. 21, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | CMG Holdings Group, Inc. | |
Entity Central Index Key | 1,346,655 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 446,329,190 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 77,707 | $ 27,886 |
Prepaid expenses and other current assets | 8,400 | 8,400 |
Total Current Assets | 86,107 | 36,286 |
Property and equipment, net | 28,478 | 32,192 |
Goodwill | 54,500 | 54,500 |
TOTAL ASSETS | 169,085 | 122,978 |
CURRENT LIABILITIES: | ||
Accounts payable | 676,671 | 676,671 |
Deferred compensation | 130,000 | 40,000 |
Accrued liabilities | 145,408 | $ 129,422 |
Loan from shareholders | 95,000 | |
Loan | 100,000 | |
Convertible notes - carrying value | 73,536 | $ 74,679 |
Derivative liabilities | 416,499 | 400,892 |
Total Current Liabilities | 1,637,114 | 1,321,664 |
TOTAL LIABILITIES | 1,637,114 | 1,321,664 |
STOCKHOLDERS' DEFICIT | ||
Common Stock: 450,000,000 shares authorized, par value $.001 per share; 289,329,190 and 289,329,190 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | 289,329 | 289,329 |
Additional paid in capital | $ 14,740,042 | $ 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 | $ (16,497,400) | $ (16,228,057) |
TOTAL STOCKHOLDERS' DEFICIT | (1,468,029) | (1,198,686) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 169,085 | $ 122,978 |
Series A Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock: | ||
Series B Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock: |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares issued | 289,329,190 | 289,329,190 |
Common Stock, shares outstanding | 289,329,190 | 289,329,190 |
Treasury Stock, number of shares held | 37,174 | 37,174 |
Treasury Stock, cost | $ 0 | $ 0 |
Series A Convertible Preferred Stock | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Convertible Preferred Stock | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statement of Operations | ||||
Revenues | $ 412,119 | $ 5,971,726 | $ 453,809 | $ 7,526,474 |
Operating Expenses: | ||||
Cost of revenues | 128,454 | 5,367,651 | 162,531 | 6,248,643 |
General and administrative expenses | $ 142,910 | 1,291,225 | $ 358,702 | 2,185,513 |
Research and development | 93,750 | 93,750 | ||
Total Operating Expenses | $ 271,364 | 6,752,626 | $ 521,233 | 8,527,906 |
Operating Loss | 140,755 | (780,900) | (67,424) | (1,001,432) |
Other Income (Expense): | ||||
Gain (loss) on derivative liability | $ (86,331) | (381) | $ (170,785) | 7,926 |
Realized gain on marketable securities | 233,515 | 427,002 | ||
Unrealized gain on marketable securities | (511,511) | (509,055) | ||
Cost related to acquisition of Good Gaming | $ (87,500) | $ (87,500) | ||
Change in derivative liability | $ (8,399) | $ (15,607) | ||
Interest expense | $ (7,849) | $ (15,527) | $ (132) | |
Interest income | $ 1 | |||
Other expense | (58) | $ (4,616) | ||
Total Other Income (Expense) | $ (102,579) | (365,934) | $ (201,919) | (166,375) |
Income (loss) from continuing operations | 38,176 | (1,146,834) | (269,343) | (1,167,807) |
Net Income | $ 83,176 | $ (1,146,834) | $ (224,343) | $ (1,167,807) |
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 | 294,016,103 | 286,329,190 | 294,650,743 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income from continuing operations | $ (224,343) | $ (1,167,807) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Shares issued for services | 120,813 | |
Warrants issued for compensation | 619,627 | |
Costs related to acquisition of Good Gaming | $ 87,500 | |
Amortization of debt discount | $ 170,785 | |
Depreciation | 3,714 | |
(Gain) loss on derivatives | $ (156,321) | $ (7,926) |
Realized gain on trading securities | (427,002) | |
Unrealized gain on trading securities | 509,055 | |
Changes in: | ||
Accounts receivable | 118,283 | |
Prepaid expense and other current assets | $ (3,803) | |
Deferred income | ||
Accrued liabilities | $ 15,986 | $ (300,000) |
Accounts payable | 876,713 | |
Deferred compensation | $ 90,000 | (421,875) |
Net cash provided by (used in) operating activities | $ (100,179) | 3,578 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of trading securities | 540,332 | |
Cash paid for purchase of fixed assets | $ (18,400) | |
Proceeds from shareholder loans | $ 95,000 | |
Proceeds from loan | 100,000 | |
Net cash provided by (used in) investing activities | $ 195,000 | $ 521,932 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sales of common stock | 15,000 | |
Net cash (used in) provided by financing activities | 15,000 | |
Net increase in cash | $ 49,821 | 540,510 |
Cash, beginning of period | 27,886 | 476,588 |
Cash, end of period | $ 77,707 | 1,017,098 |
Supplemental cash flow information: | ||
Interest paid | $ 201 | |
Non-cash investing and financing activity: |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity Creative Management Group, Inc. was formed in Delaware on August 13, 2002 as a limited liability company named Creative Management Group, LLC. On August 7, 2007, this entity converted to a corporation and changed its legal name to Creative Management Group Inc. The Company is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication. On February 20, 2008, Creative Management Group, Inc. formed CMG Acquisitions, Inc., a Delaware company, for the purpose of acquiring companies and expansion strategies. On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble Beach Enterprises, Inc. (a publicly traded company) and changed the name to CMG Holdings Group, Inc. (“the Company”). The purpose of the acquisition was to effect a reverse merger with Pebble Beach Enterprises, Inc. at a later date. On May 27, 2008, Pebble Beach entered into an Agreement and Plan of Reorganization with its controlling shareholder, Creative Management Group, Inc., a privately held Delaware corporation. Upon closing the eighty shareholders of Creative Management Group delivered all of their equity interests in Creative Management Group to Pebble Beach in exchange for shares of common stock in Pebble Beach owned by Creative Management Group, as a result of which Creative Management Group became a wholly-owned subsidiary of Pebble Beach. The shareholders of Creative Management Group received one share of Pebble Beach’s common stock previously owned by Creative Management Group for each issued and outstanding common share owned of Creative Management Group. As a result, the 22,135,148 shares of Pebble Beach that were issued and previously owned by Creative Management Group, are now owned directly by its shareholders. The 22,135,148 shares of Creative Management Group previously owned by its shareholders are now owned by Pebble Beach, thereby making Creative Management Group a wholly-owned subsidiary of Pebble Beach. Pebble Beach did not issue any new shares as part of the Reorganization. The transaction was accounted for as a reverse merger and recapitalization whereby Creative Management Group is the accounting acquirer. Pebble Beach was renamed CMG Holdings Group, Inc. On April 1, 2009, the Company, through a newly formed wholly owned subsidiary CMGO Capital, Inc., a Nevada corporation, completed the acquisition of XA, The Experiential Agency, Inc. On June 30, 2010, the Company and AudioEye, Inc. (“AudioEye”) completed the final Stock Purchase Agreement under which the Company acquired all of the outstanding capital stock of AudioEye. On June 22, 2011 the Company entered into a Master Agreement subject to shareholder approval as may be required under applicable law and subject to closing conditions with AudioEye Acquisition Corp., a Nevada corporation where the shareholders of AudioEye Acquisition Corp. exchanged 100% of the stock in AudioEye Acquisition Corp for 80% of the capital stock of AudioEye. The Company retained 15% of AudioEye subject to transfer restrictions in accordance with the Master Agreement; on October 2012, the Company distributed to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye in accordance with provisions of the Master Agreement. On March 28, 2014, CMG Holdings Group, Inc. (the “Company” or “CMG”), completed its acquisition of 100% of the shares of Good Gaming, Inc. (“GGI”) by entering into a Share Exchange Agreement (the “SEA”) with BMB Financial, Inc. and Jackie Beckford, the then shareholders of GGI. The sole owner of BMB Financial, Inc. is also the sole owner of Infinite Alpha, Inc. which provides consulting services to CMG. Pursuant to the SEA, the Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipment and consultant compensation and a commitment to pay $200,000 in development costs. As of September 30, 2014, the Company has paid $58,600 of equipment and consultant compensation and $190,550 in development costs, of which $50,000 of the development costs had been advanced by the Company, prior to entering the agreement. In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. Principles of Consolidation The consolidated financial statements include the accounts of CMG Holdings Group, Inc., XA, The Experiential Agency, Inc. ("XA") and GGI after elimination of all significant inter-company accounts and transactions. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Estimates are used when accounting for allowance for doubtful accounts, depreciation, and contingencies. Actual results could differ from those estimates. Concentrations of Risk Financial Institutions Sales and Accounts Receivable – Revenue and Cost Recognition The Company earns revenues by providing event management services under individually negotiated contracts with varying terms, recognizing revenue in accordance with ASC 605, Revenue Recognition Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from event management services, are unsecured and are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis and do not bear interest, although a finance charge may be applied to amounts outstanding more than thirty days. Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. There were no allowances for doubtful accounts as of December 31, 2014 and 2013. Share-Based Compensation The Company accounts for share-based compensation to employees in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services Derivative Instruments We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible promissory notes and debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rates, volatility and conversion and redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820, Fair Value Measurements Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is generally between three and five years. Depreciation expense was $1,857 and $0 for the three months ended June 30, 2015 and 2014, respectively. Intangible Assets Intangible assets are stated at cost, net of accumulated amortization. Income Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Fair Value Measurements ASC 820 and ASC 825, Financial Instruments , Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on June 30, 2015 and December 31, 2014: June 30, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities 416,499 $ 416,499 December 31, 2014 Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 400,892 $ 400,892 Investments in Debt and Equity Securities The Company applies the provisions of Accounting Standards Codification 320, Investments – Debt and Equity Securities Details of the Company's marketable trading securities as of June 30, 2015 and December 31, 2014 are as follows: June 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 - - |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
EQUITY | NOTE 2 – EQUITY Preferred Stock Series B Preferred Stock and Inventory Purchase During August 2013, the Company entered into a Termination Agreement and Release (the “Agreement”) with Continental Investments Group (Continental), the holder of a $85,000 convertible note payable of the Company and the holder of 2,500,000 shares of restricted common stock. The Agreement calls for the termination and cancellation of a Sale and Purchase agreement, whereby the Company agreed to issue 50,000 shares of Series B Convertible Preferred Stock in exchange for 20,000 cartoon animated Cels. The Agreement also calls for the cancellation of the $85,000 convertible note and related interest and for Continental to return the 2,500,000 shares of restricted common stock. Common Stock On January 29, 2014, the Company sold 1,500,000 shares of its common stock for $0.01 per share and net proceeds of $15,000. On March 28, 2014, the Company issued 5,000,000 shares of its common stock pursuant to the acquisition of its subsidiary. The shares were valued at a total of $87,500 or $0.0175 per share, the closing price of the company’s common stock on the OTCQB. On April 7, 2014, the Company issued 522,000 shares of its common stock pursuant to a consulting agreement. The shares were valued at a total of $8,613 or $0.0165 per share, the closing price of the company’s common stock on the OTCQB. On May 9, 2014, the Company issued to a total of 6,000,000 shares of Common Stock to its three former directors of the Company, with each former director receiving 2,000,000 shares, pursuant to the agreements between the Company and each of the former directors dated February 5, 2014. On June 30, 2014, the Company canceled 7,350,000 shares of common stock pursuant to a settlement agreement with CMGO Investors LLC and Craig Boden. Common Stock Warrants On April 7, 2014, we issued to our newly appointed CEO and Chairman of the Board of Directors, as compensation, a warrant to purchase a total of 40,000,000 shares of Common Stock at the exercise price of $0.0155 with a term of 5 years. A summary of warrant activity for the nine months ended June 30, 2015 and the year ended December 31, 2014 is as follows: 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 June 30, 2015 40,000,000 .0021 As of June 30, 2015, the warrants have a weighted average remaining life of 4.43 years with $0 aggregate intrinsic value. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT 2014 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 Depreciation expense was $3,714 and $4,950 for the six months ended June 30, 2015 and the year ended December 31, 2014. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
GOODWILL | NOTE 4 – GOODWILL The Company recorded goodwill of $54,500 on the purchase of Good Gaming Inc. The Company issued 5,000,000 shares of Company common stock at a value of $0.0175 per share for a value of $87,500. The Company also recorded $33,000 of equipment. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The Company issued Iconic Holdings, LLC. a convertible promissory note of principal amount of $50,000 on September 26, 2014. The note has an interest rate of 10% and is due September 29, 2015. The note is convertible into the Company’s common stock at a conversion price equal to 70% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which note holder elects to convert all or part of the note. The unamortized discount is $24,520. The net value of the note is $18,638. The outstanding balance at June 30, 2015 is $50,000. On October 1, 2014 the Company sold a Convertible Debenture in the principle amount of $114,000 to Typenex Co-Investment, LLC. The principal amount includes an Original Issue Discount in the amount of $10,000. The Debenture bears interest at an annum rate of 10% and is payable in 5 equal installments that can be paid in cash or share of the Company’s common stock. The number of shares to be issued for installment payments made in the form of shares of the Company’s common stock, shall be calculated at70% of the average of the three closing prices in the 20 trading days prior to the date of conversion, of the Company’s common stock. The Note’s maturity date is August 1, 2015. The unamortized discount is $46,125. The net value of the note is $63,960. The outstanding balance at June 30, 2015 is $114,000. On October 10, 2014 the Company sold a Convertible Debenture in the principal amount of $115,000 to KBM Investments LLC. The Principle amount includes an Original Issue Discount in the amount of $11,000 and investor fees in the amount of $4,000. Total net proceeds to the Company were $100,000. The Debenture bears interest at an annum rate of 8% and can be repaid at any time prior to the date of maturity. The prepayment penalty for such prepayment ranges from 8%-25% of the principal amount paid. On the 181 st On December 18, 2014 the Company entered into the Securities Purchase Agreement pursuant to which it sold an 8% convertible note of the Corporation, in the aggregate principle amount of $40,000 convertible into shares of the Company’s common stock to KBM Worldwide Inc. The Note is convertible into shares of the Company’s common stock. The Rate of such conversion is 75% of the lowest 3 trading prices of the Company’s common stock during the ten trading days prior to the conversion date. The note has a maturity date of December 18, 2015. The unamortized discount is $28,175. The net value of the note is $34,074. The outstanding balance at June 30, 2015 is $40,000. In June 2015, the Company borrowed $100,000 to provide payment to Eaton and Van Winkle (the attorneys for the Hudson Grey lawsuit) as the seed money for the Suit. As stated previously the balance of the fees for the suit have been arranged. This loan with expenses is due to be repaid November 1, 2015. During the quarter ended June 30, 2015 the Company borrowed $45,000 from two shareholders to fund operations. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 – DERIVATIVE LIABILITIES The Company has a convertible instruments outstanding more fully described in Note 3. In accordance with ASC 815-15 “Derivatives and Hedging”, the convertible share-settleable instruments are classified as liabilities. Embedded Derivative Liabilities in Convertible Notes During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company recognized new derivative liabilities of $416,499 and $400,892, respectively, as a result of new convertible debt issuances. The fair value of these derivative liabilities exceeded the principal balance of the related notes payable by $60,461 and $81,892 for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. As a result of conversions of notes payable, the Company reclassified $0 and $0 from equity and $0 and $0 of derivative liabilities to equity during the six months ended June 30, 2015 and the year ended December 31 2014, respectively. The Company recognized a gain(loss) of $267,087 and $(74,679) on derivatives due to change in fair value of the liability during the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. The fair value of the Company’s embedded derivative liabilities was $224,460 and $400,892 at June 30, 2015 and December 31, 2014, respectively. Warrants Under ASC 815-15, the liabilities were subsequently measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. The fair value of all outstanding warrants as of June 30, 2015 and December 31, 2014 was $56,371 and $51,622, respectively. The Company recognized an expense of $40,501 and a gain $40,501 related to the warrants for the three months ended June 30, 2015 and the year ended December 31, 2014, respectively. The following table summarizes the derivative liabilities included in the consolidated balance sheet: Derivative Liabilities Balance December 31, 2013 $ 11,121 ASC 815-15 additions 402,710 Change in fair value (1,818 ) ASC 815-15 deletions (11,121 ) Balance December 31, 2014 400,892 ASC 815-15 additions - Change in fair value 15,607 ASC 815-15 deletions - Balance June 30, 2015 $ 416,499 The embedded conversion options in the Notes, which is accounted for separately as a derivative instrument is valued using a binomial lattice model because that model embodies all of the significant relevant assumptions that address the features underlying these instruments. Significant assumptions used in the model as of the date the Note was issued and as of June 30, 2015 included an expected life equal to the remaining term of the Note, an expected dividend yield of zero, estimated volatility ranging of 116%, and a risk-free rate of return of 0.13%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the Note. Volatility is based upon our expected common stock price volatility over the remaining term of the Note. The volatility used for the Note is based on the Company’s 100-day volatility, which is considered a reasonable surrogate for the volatility to be expected over the life of the Note. That volatility has generally ranged from 116% to 146%. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2015 | |
Related Party [Abstract] | |
RELATED PARTY | NOTE 7 – RELATED PARTY The Company issued to three former directors 2,000,000 shares of the Company’s common stock. The Company issued the Company CEO a warrant to purchase 40,000,000 shares of the Company’s common stock at $0.0155. The warrant has a term of 5 years. The board of directors approved a monthly salary for the Company CEO of $15,000 per month. Due to negative economic factors the company has not made all of these payments and has recorded “Accrued Compensation” of $130,000 at June 30, 2015. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2015 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 8 – LEGAL PROCEEDINGS We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. On September 23, 2014, XA filed a lawsuit in the Supreme Court of the State of New York, County of New York against HG and its principals alleging wrongdoing by the defendants in connection with soliciting XA’s clients and seeking against further contact with XA clients. The Company conducted an internal investigation of actions taken by XA’s former employees during the quarter ended September 30, 2014. The Company and XA plan to complete the investigation, including recovering e-mails deleted by the former employees, and to vigorously pursue any and all amounts wrongfully taken from XA. The investigation has been completed, an amended complaint will be filed on June 15, 2015. New counsel has been retained to pursue the prosecution of the case and the new counsels name is Laurence Speckman of the firm Eagon and Van Winkle. There will be new defendant s added and the damages sought will be substantially increased In October, 2014, Ronald Burkhardt, XA,s former Executive Chairman and a current 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 $695,000 in damages. The Company believes that Mr. Burkhardt’s claim is without merit and plans to vigorously defend the lawsuit. |
Acquisition of Good Gaming, Inc
Acquisition of Good Gaming, Inc. | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition of Good Gaming, Inc [Abstract] | |
ACQUISITION OF GOOD GAMING, INC. | NOTE 9 – ACQUISITION OF GOOD GAMING, INC. On March 28, 2014, CMG Holdings, Inc. (the “Company” or “CMG”), completed its acquisition of 100% of the shares of Good Gaming, Inc. (“GGI”) by entering into a Share Exchange Agreement (the “SEA”) with BMB Financial, Inc. and Jackie Beckford, the then shareholders of GGI. The sole owner of BMB Financial, Inc. is also the sole owner of Infinite Alpha, Inc. which provides consulting services to CMG. The transaction was completed under the purchase method of accounting. Pursuant to the SEA, the Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipment and consultant compensation and a commitment to pay $200,000 in development costs, of which $50,000 of the development costs had been advanced by the Company. In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. The Company recorded goodwill of $54,500 as a result of this acquisition and intends to test this asset for impairment every twelve months. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segments [Abstract] | |
SEGMENTS | NOTE 10 – SEGMENTS The Company splits its business activities during the June 30, 2015 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 three months ended June 30, 2015. XA Good Gaming CMG Holdings Group Totals Revenue $ 536,419 $ 62,390 $ - $ 598,809 Operating expenses 374,387 46,846 - 421,233 Operating Income (Loss) 162,032 15,544 - 177,576 Other Income (Expense) - - 301,919 301,919 Net Income (Loss) $ 162,032 $ 15,544 $ (301,919 ) $ (124,343 ) |
Resignation of Officers and Mem
Resignation of Officers and Members of the Board | 6 Months Ended |
Jun. 30, 2015 | |
Resignation of Officers and Members of the Board [Abstract] | |
RESIGNATION OF OFFICERS AND MEMBERS OF THE BOARD. | NOTE 11 – RESIGNATION OF OFFICERS AND MEMBERS OF THE BOARD. On May 9, 2014, the Company issued to a total of 6,000,000 shares of Common Stock to its three former directors of the Company, with each former director receiving 2,000,000 shares, pursuant to the agreements between the Company and each of the former directors dated February 5, 2014. On September 17, 2014, Jeffrey Devlin resigned as Chief Financial Officer and Director of the Company. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 12 – GOING CONCERN As reported in the consolidated financial statements, the Company has an accumulated deficit as of June 30, 2015 and its current liabilities exceeded its current assets. There were recurring losses from operations and cash flows. There is a potential for this negative trend to continue. These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable and to create operations that contribute capital from normal operations. If the Company cannot obtain adequate capital or revenue streams it could be forced to cease operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that, with the exception of disclosure below, no other subsequent events occurred that require recognition or disclosure in the financial statements. During July 2015 the Company issued 126,000,000 of its common shares in conversion of convertible notes to KBM Worldwide and KBM Investments, Inc. The Company borrowed $150,000 from two Irish pension funds to purchase all of the remaining debt of KBM Worldwide, Inc. and KBM Investments, LLC. The terms for the loan are in the final stages of negotiation and will require a payment upon and if the Company is victorious in the pending litigation against Hudson Grey et al. During July 2015 the Company issued 9,000,000 of its common shares in conversion of a convertible note to Iconic Holdings, LLC. The Company holds an option to purchase the remaining debt from Iconic Holdings, LLC for $43,000. During July 2015 the Company issued 25,000,000 of its common shares in conversion of a convertible note to Typenex Co-Investment, LLC. The Company holds an option to purchase the remaining debt from Typenex Co-Investment, LLC. for $65,000. We expect these two notes to be extinguished previous to the end of the forth quarter of 2015. |
Description of Business and S19
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Business Activity | Business Activity Creative Management Group, Inc. was formed in Delaware on August 13, 2002 as a limited liability company named Creative Management Group, LLC. On August 7, 2007, this entity converted to a corporation and changed its legal name to Creative Management Group Inc. The Company is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication. On February 20, 2008, Creative Management Group, Inc. formed CMG Acquisitions, Inc., a Delaware company, for the purpose of acquiring companies and expansion strategies. On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble Beach Enterprises, Inc. (a publicly traded company) and changed the name to CMG Holdings Group, Inc. (“the Company”). The purpose of the acquisition was to effect a reverse merger with Pebble Beach Enterprises, Inc. at a later date. On May 27, 2008, Pebble Beach entered into an Agreement and Plan of Reorganization with its controlling shareholder, Creative Management Group, Inc., a privately held Delaware corporation. Upon closing the eighty shareholders of Creative Management Group delivered all of their equity interests in Creative Management Group to Pebble Beach in exchange for shares of common stock in Pebble Beach owned by Creative Management Group, as a result of which Creative Management Group became a wholly-owned subsidiary of Pebble Beach. The shareholders of Creative Management Group received one share of Pebble Beach’s common stock previously owned by Creative Management Group for each issued and outstanding common share owned of Creative Management Group. As a result, the 22,135,148 shares of Pebble Beach that were issued and previously owned by Creative Management Group, are now owned directly by its shareholders. The 22,135,148 shares of Creative Management Group previously owned by its shareholders are now owned by Pebble Beach, thereby making Creative Management Group a wholly-owned subsidiary of Pebble Beach. Pebble Beach did not issue any new shares as part of the Reorganization. The transaction was accounted for as a reverse merger and recapitalization whereby Creative Management Group is the accounting acquirer. Pebble Beach was renamed CMG Holdings Group, Inc. On April 1, 2009, the Company, through a newly formed wholly owned subsidiary CMGO Capital, Inc., a Nevada corporation, completed the acquisition of XA, The Experiential Agency, Inc. On June 30, 2010, the Company and AudioEye, Inc. (“AudioEye”) completed the final Stock Purchase Agreement under which the Company acquired all of the outstanding capital stock of AudioEye. On June 22, 2011 the Company entered into a Master Agreement subject to shareholder approval as may be required under applicable law and subject to closing conditions with AudioEye Acquisition Corp., a Nevada corporation where the shareholders of AudioEye Acquisition Corp. exchanged 100% of the stock in AudioEye Acquisition Corp for 80% of the capital stock of AudioEye. The Company retained 15% of AudioEye subject to transfer restrictions in accordance with the Master Agreement; on October 2012, the Company distributed to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye in accordance with provisions of the Master Agreement. On March 28, 2014, CMG Holdings Group, Inc. (the “Company” or “CMG”), completed its acquisition of 100% of the shares of Good Gaming, Inc. (“GGI”) by entering into a Share Exchange Agreement (the “SEA”) with BMB Financial, Inc. and Jackie Beckford, the then shareholders of GGI. The sole owner of BMB Financial, Inc. is also the sole owner of Infinite Alpha, Inc. which provides consulting services to CMG. Pursuant to the SEA, the Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company’s common stock, $33,000 in equipment and consultant compensation and a commitment to pay $200,000 in development costs. As of September 30, 2014, the Company has paid $58,600 of equipment and consultant compensation and $190,550 in development costs, of which $50,000 of the development costs had been advanced by the Company, prior to entering the agreement. In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of CMG Holdings Group, Inc., XA, The Experiential Agency, Inc. ("XA") and GGI after elimination of all significant inter-company accounts and transactions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Estimates are used when accounting for allowance for doubtful accounts, depreciation, and contingencies. Actual results could differ from those estimates. |
Concentrations of Risk | Concentrations of Risk Financial Institutions |
Sales and Accounts Receivable | Sales and Accounts Receivable – |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company earns revenues by providing event management services under individually negotiated contracts with varying terms, recognizing revenue in accordance with ASC 605, Revenue Recognition |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from event management services, are unsecured and are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis and do not bear interest, although a finance charge may be applied to amounts outstanding more than thirty days. Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. There were no allowances for doubtful accounts as of December 31, 2014 and 2013. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation to employees in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services |
Derivative Instruments | Derivative Instruments We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible promissory notes and debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rates, volatility and conversion and redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820, Fair Value Measurements |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is generally between three and five years. Depreciation expense was $1,857 and $0 for the three months ended June 30, 2015 and 2014, respectively. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost, net of accumulated amortization. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Fair Value Measurements | Fair Value Measurements ASC 820 and ASC 825, Financial Instruments , Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on June 30, 2015 and December 31, 2014: June 30, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities 416,499 $ 416,499 December 31, 2014 Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 400,892 $ 400,892 |
Investments in Debt and Equity Securities | Investments in Debt and Equity Securities The Company applies the provisions of Accounting Standards Codification 320, Investments – Debt and Equity Securities Details of the Company's marketable trading securities as of June 30, 2015 and December 31, 2014 are as follows: June 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 - - |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value hierarchy of financial assets and liabilities | June 30, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities 416,499 $ 416,499 December 31, 2014 Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 400,892 $ 400,892 |
Schedule of marketable trading securities | June 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 - - |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Summary of warrant activity | 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 June 30, 2015 40,000,000 .0021 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | 2014 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 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Liabilities [Abstract] | |
Summary of derivative liabilities included in the consolidated balance sheet | Derivative Liabilities Balance December 31, 2013 $ 11,121 ASC 815-15 additions 402,710 Change in fair value (1,818 ) ASC 815-15 deletions (11,121 ) Balance December 31, 2014 400,892 ASC 815-15 additions - Change in fair value 15,607 ASC 815-15 deletions - Balance June 30, 2015 $ 416,499 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segments [Abstract] | |
Schedule of segment reporting information, by segment | XA Good Gaming CMG Holdings Group Totals Revenue $ 536,419 $ 62,390 $ - $ 598,809 Operating expenses 374,387 46,846 - 421,233 Operating Income (Loss) 162,032 15,544 - 177,576 Other Income (Expense) - - 301,919 301,919 Net Income (Loss) $ 162,032 $ 15,544 $ (301,919 ) $ (124,343 ) |
Description of Business and S25
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities | $ 416,499 | $ 400,892 |
Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities | $ 416,499 | $ 400,892 |
Description of Business and S26
Description of Business and Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||
Aggregate fair value | |||||
Gross unrealized holding gains (losses) | $ (511,511) | $ (509,055) | |||
Proceeds from sales | 540,332 | $ 850,470 | |||
Gross realized gains | $ 233,515 | $ 427,002 | $ 86,382 | ||
Gross realized losses | |||||
Other than temporary impairment |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies (Details Textual) | Jun. 22, 2011 | May. 27, 2008shares | Sep. 30, 2014USD ($) | Mar. 28, 2014USD ($)shares | Jun. 30, 2015USD ($)Customershares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)shares | Dec. 31, 2014USD ($)Customershares | Dec. 31, 2013USD ($) | Feb. 20, 2008 |
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Common Stock, shares issued | shares | 289,329,190 | 289,329,190 | 289,329,190 | |||||||
Development costs | $ 190,550 | |||||||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | ||||||||
Depreciation expense | $ 1,857 | $ 0 | $ 3,714 | $ 4,950 | ||||||
Insured amount in each financial institution, Federal Deposit Insurance Corporation | 250,000 | 250,000 | ||||||||
Retained percentage of transfer restrictions | 15.00% | |||||||||
Property, plant and equipment, estimated useful lives | Three and five years | |||||||||
Percentage of dividends distributed | 5.00% | |||||||||
Insured amount, Securities Investor Protection Corporation | $ 500,000 | |||||||||
Sales Revenue, Net [Member] | ||||||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Concentration risk, percentage | 93.00% | 93.00% | ||||||||
Number of customer | Customer | 1 | 1 | ||||||||
Pebble Beach Enterprises, Inc [Member] | ||||||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Percentage of equity interest acquired | 92.60% | |||||||||
Number of shares issued to acquire | shares | 22,135,148 | |||||||||
Audio Eye Inc [Member] | ||||||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Percentage of stock issued for exchange of stock | 80.00% | |||||||||
Audio Eye Acquisition Corp [Member] | ||||||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Percentage of stock issued for exchange of stock | 100.00% | |||||||||
GGI [Member] | ||||||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||||||
Common Stock, shares issued | shares | 5,000,000 | |||||||||
Development costs | 50,000 | $ 200,000 | ||||||||
Percentage of stock issued for exchange of stock | 100.00% | |||||||||
Share exchange agreement description | CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. | |||||||||
Equipment and consultant compensation cost | $ 58,600 | $ 33,000 |
Equity (Details)
Equity (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and Exercisable, Beginning balance | 40,000,000 | 1,798,000 |
Outstanding and Exercisable, Granted | 40,000,000 | |
Outstanding and Exercisable, Exercised | ||
Outstanding and Exercisable, Expired | (1,798,000) | |
Outstanding and Exercisable, Ending balance | 40,000,000 | 40,000,000 |
Weighted average Exercise Price, Beginning balance | $ 0.02 | $ 0.28 |
Weighted average Exercise Price, Granted | $ 0.016 | |
Weighted average Exercise Price, Exercised | ||
Weighted average Exercise Price, Expired | ||
Weighted average Exercise Price, Ending balance | $ 0.0021 | $ 0.02 |
Equity (Details Textual)
Equity (Details Textual) | May. 09, 2014shares | Apr. 07, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Jun. 30, 2014shares | Mar. 28, 2014USD ($)$ / sharesshares | Aug. 31, 2013USD ($)AnimatedCelsshares | Jun. 30, 2015USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) |
Equity (Textual) | |||||||||
Shares issued pursuant to acquisition of subsidiary, shares | 5,000,000 | ||||||||
Stock issued during period of acquisition | $ | $ 87,500 | ||||||||
Convertible notes payable | $ | |||||||||
Share price | $ / shares | $ 0.0165 | $ 0.0175 | |||||||
Remaining contractual term of warrants | 5 years | ||||||||
Warrant to purchase of common stock | 40,000,000 | ||||||||
Common stock exercise price | $ / shares | $ 0.0155 | ||||||||
Continental Investments Group, Inc [Member] | |||||||||
Equity (Textual) | |||||||||
Number of acquired cartoon animated cels | AnimatedCels | 20,000 | ||||||||
Restricted common stock | 2,500,000 | ||||||||
Convertible notes payable | $ | $ 85,000 | ||||||||
Restricted stock cancelled | 2,500,000 | ||||||||
Convertible note cancellation | $ | $ 85,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Equity (Textual) | |||||||||
Preferred stock, shares issued | 50,000 | 0 | 0 | ||||||
Common Stock [Member] | |||||||||
Equity (Textual) | |||||||||
Shares issued pursuant to acquisition of subsidiary, shares | 5,000,000 | 5,000,000 | |||||||
Stock issued during period of acquisition | $ | $ 87,500 | ||||||||
Shares issued for services, shares | 6,000,000 | ||||||||
New stock issued during the period, Shares | 522,000 | 1,500,000 | |||||||
New stock issued during the period,Value | $ | $ 8,613 | ||||||||
Proceeds from sale of shares | $ | $ 15,000 | ||||||||
Sale of Stock, price per share | $ / shares | $ 0.01 | ||||||||
Share price | $ / shares | $ 0.0165 | $ 0.0175 | |||||||
Cancellation of common stock | 7,350,000 | ||||||||
Common Stock [Member] | Three Officers [Member] | |||||||||
Equity (Textual) | |||||||||
Shares issued for services, shares | 2,000,000 | ||||||||
Warrant [Member] | |||||||||
Equity (Textual) | |||||||||
Weighted average remaining contractual term | 4 years 5 months 5 days | ||||||||
Warrants aggregate intrinsic value | $ | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 37,142 | $ 37,142 |
Less accumulated depreciation | 8,664 | 4,950 |
Property and equipment, net | 28,478 | 32,192 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 33,000 | 33,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 4,142 | $ 4,142 |
Property and Equipment (Detai31
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 1,857 | $ 0 | $ 3,714 | $ 4,950 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill (Textual) | ||
Goodwill | $ 54,500 | $ 54,500 |
Shares issued pursuant to acquisition of subsidiary, shares | 5,000,000 | |
Stock issued during period of acquisition | $ 87,500 | |
Shares issued, price per share | $ 0.0175 | |
Equipment | $ 33,000 |
Notes Payable (Details)
Notes Payable (Details) | Dec. 18, 2014USD ($) | Oct. 10, 2014USD ($) | Oct. 01, 2014USD ($)Installment | Sep. 26, 2014USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Notes Payable (Textual) | ||||||
Convertible promissory note | $ 50,000 | |||||
Convertible debt, Interest rate | 10.00% | |||||
Debt instrument, Maturity date | Sep. 29, 2015 | Nov. 1, 2015 | ||||
Debt conversion, Description | The note is convertible into the Company's common stock at a conversion price equal to 70% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which note holder elects to convert all or part of the note. | |||||
Unamortized discount | $ 24,520 | |||||
Principal amount of the note | $ 18,638 | |||||
Sale of convertible debenture | $ 100,000 | |||||
Outstanding balance | $ 50,000 | |||||
Loan borrowed to Eaton and Van Winkle | 100,000 | |||||
Loan from shareholders | 95,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible promissory note | $ 40,000 | |||||
Convertible debt, Interest rate | 8.00% | |||||
Debt instrument, Maturity date | Dec. 18, 2015 | |||||
Debt conversion, Description | The Rate of such conversion is 75% of the lowest 3 trading prices of the Company's common stock during the ten trading days prior to the conversion date. | |||||
Unamortized discount | $ 28,175 | |||||
Principal amount of the note | $ 34,074 | |||||
Outstanding balance | 40,000 | |||||
Typenex Co-Investment LLC [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible debt, Interest rate | 10.00% | |||||
Debt instrument, Maturity date | Aug. 1, 2015 | |||||
Debt conversion, Description | 70% of the average of the three closing prices in the 20 trading days prior to the date of conversion, of the Company's common stock. | |||||
Unamortized discount | $ 46,125 | |||||
Principal amount of the note | 63,960 | |||||
Sale of convertible debenture | 114,000 | |||||
Outstanding balance | 114,000 | |||||
Original issue discount | $ 10,000 | |||||
Number of installments | Installment | 5 | |||||
KBM Investments LLC [Member] | ||||||
Notes Payable (Textual) | ||||||
Convertible debt, Interest rate | 8.00% | |||||
Debt instrument, Maturity date | Oct. 8, 2015 | |||||
Debt conversion, Description | On the 181st day from the date of the Note. The Note is convertible into shares of the Company's common stock. The Rate of such conversion is 75% of the lowest 3 trading prices of the Company's common stock during the ten trading days prior to the conversion date. | |||||
Unamortized discount | $ 60,510 | |||||
Principal amount of the note | 75,924 | |||||
Sale of convertible debenture | 115,000 | |||||
Investor fee | 4,000 | |||||
Outstanding balance | $ 115,000 | |||||
Original issue discount | $ 11,000 | |||||
KBM Investments LLC [Member] | Minimum [Member] | ||||||
Notes Payable (Textual) | ||||||
Prepayment rate on principal amount | 8.00% | |||||
KBM Investments LLC [Member] | Maximum [Member] | ||||||
Notes Payable (Textual) | ||||||
Prepayment rate on principal amount | 25.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Derivative Liabilities [Abstract] | ||
Derivative Liabilities, Beginning balance | $ 400,892 | $ 11,121 |
ASC 815-15 additions | 402,710 | |
Change in fair value | $ 15,607 | (1,818) |
ASC 815-15 deletions | (11,121) | |
Derivative Liabilities, Ending balance | $ 416,499 | $ 400,892 |
Derivative Liabilities (Detai35
Derivative Liabilities (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Derivative Liabilities (Textual) | ||
Derivative Liabilities | $ 416,499 | $ 400,892 |
Notes Payable | 60,461 | 81,892 |
Notes payable convertible reclassified from equity | 0 | 0 |
Reclassified derivative liabilities to equity | 0 | 0 |
(Gain) loss on derivatives | 267,087 | (74,679) |
Fair value of embedded derivative liabilities | 224,460 | 400,892 |
Fair value all warrants outstanding | 56,371 | 51,622 |
Gain (loss) related to warrant | $ 40,501 | $ 40,501 |
Expected dividend | 0.00% | |
Expected volatility rate | 116.00% | |
Risk free interest rate | 0.13% | |
Expected term | 100 days | |
Minimum [Member] | ||
Derivative Liabilities (Textual) | ||
Expected volatility rate | 116.00% | |
Maximum [Member] | ||
Derivative Liabilities (Textual) | ||
Expected volatility rate | 146.00% |
Related Party (Details)
Related Party (Details) | 6 Months Ended |
Jun. 30, 2015USD ($)Directors$ / sharesshares | |
Director [Member] | |
Related Party (Textual) | |
Number of former directors | Directors | 3 |
Common stock issued to directors | shares | 2,000,000 |
CEO [Member] | |
Related Party (Textual) | |
Warrant to purchase common stock | shares | 40,000,000 |
Exercise price of warrants | $ / shares | $ 0.0155 |
Term of warrant | 5 years |
Monthly salary to CEO | $ 15,000 |
Accrued compensation | $ 130,000 |
Legal Proceedings (Details)
Legal Proceedings (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Legal Proceedings (Textual) | |
Damages | $ 695,000 |
Acquisition of Good Gaming, I38
Acquisition of Good Gaming, Inc. (Details) - USD ($) | 1 Months Ended | |||
Sep. 30, 2014 | Mar. 28, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Acquisition of Good Gaming, Inc (Textual) | ||||
Common stock, shares, issued | 289,329,190 | 289,329,190 | ||
Development costs | $ 190,550 | |||
GGI [Member] | ||||
Acquisition of Good Gaming, Inc (Textual) | ||||
Percentage of equity interest acquired | 100.00% | |||
Business acquisition liability to pay | $ 200,000 | |||
Business acquisition goodwill acquired | $ 54,500 | |||
Business acquisition, description of GGI | The Company received 100% of the shares of GGI in exchange for 5,000,000 shares of the Company's common stock, $33,000 in equipment and consultant compensation and a commitment to pay $200,000 in development costs, of which $50,000 of the development costs had been advanced by the Company. | |||
Common stock, shares, issued | 5,000,000 | |||
Development costs | $ 50,000 | |||
Business acquisition purchase method description | In addition, pursuant to the SEA, CMG shall adopt an incentive plan for GGI which shall entitle the GGI officers, directors and employees to receive up to 30% of the net profits of GGI and up to 30% of the proceeds, in the event of a sale of GGI or its assets. | |||
Equipment and consultant compensation cost | $ 33,000 | |||
Period of goodwill impairment | 12 months |
Segments (Details)
Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 412,119 | $ 5,971,726 | $ 453,809 | $ 7,526,474 |
Operating expenses | 271,364 | 6,752,626 | 521,233 | 8,527,906 |
Operating Income (Loss) | 140,755 | (780,900) | (67,424) | (1,001,432) |
Other Income (Expense) | (102,579) | (365,934) | (201,919) | (166,375) |
Net Income (Loss) | $ 83,176 | $ (1,146,834) | (224,343) | $ (1,167,807) |
XA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 536,419 | |||
Operating expenses | 374,387 | |||
Operating Income (Loss) | $ 162,032 | |||
Other Income (Expense) | ||||
Net Income (Loss) | $ 162,032 | |||
Good Gaming [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 62,390 | |||
Operating expenses | 46,846 | |||
Operating Income (Loss) | $ 15,544 | |||
Other Income (Expense) | ||||
Net Income (Loss) | $ 15,544 | |||
CMG Holdings Group [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Operating expenses | ||||
Operating Income (Loss) | ||||
Other Income (Expense) | $ 301,919 | |||
Net Income (Loss) | $ (301,919) |
Segments (Details Textual)
Segments (Details Textual) | 6 Months Ended |
Jun. 30, 2015Segment | |
Segments [Abstract] | |
Number of reportable segments | 3 |
Resignation of Officers and M41
Resignation of Officers and Members of the Board (Details) | May. 09, 2014Directorsshares |
Common Stock [Member] | |
Resignation of Officers and Members of the Board (Textual) | |
Number of former directors | Directors | 3 |
Shares issued for services, shares | 6,000,000 |
Three Officers [Member] | |
Resignation of Officers and Members of the Board (Textual) | |
Shares issued for services, shares | 2,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |
Jul. 31, 2015 | Sep. 26, 2014 | |
Subsequent Event [Line Items] | ||
Debt | $ 50,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Borrowed | $ 150,000 | |
Common stock conversion basis | 126,000,000 | |
Subsequent Event [Member] | Typenex Co-Investment LLC [Member] | ||
Subsequent Event [Line Items] | ||
Common stock conversion basis | 25,000,000 | |
Debt | $ 65,000 | |
Subsequent Event [Member] | Iconic Holdings LLC [Member] | ||
Subsequent Event [Line Items] | ||
Common stock conversion basis | 9,000,000 | |
Debt | $ 43,000 |