UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| [ |
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
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| 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.
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [ ] | Smaller reporting company |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes o
As of July 22, 2023, there were shares of common stock of the registrant issued and outstanding.
1
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CMG HOLDINGS GROUP, INC. FORM 10-Q TABLE OF CONTENTS |
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Item # |
Description |
Page Numbers | ||
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PART I FINANCIAL INFORMATION |
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| ITEM 1 | CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 3 | ||
|
ITEM 2 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
15 | ||
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS | 16 | ||
| ITEM 4 | CONTROLS AND PROCEDURES | 16 | ||
PART II OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS | 17 |
| ITEM 1A | RISK FACTORS | 17 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 17 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 18 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 18 |
| ITEM 5 | OTHER INFORMATION | 18 |
| ITEM 6 | EXHIBITS | 18 |
2
PART I FINANCIAL INFORMATION
ITEM 1- CONSOLIDATED FINANCIAL STATEMENTS
CMG HOLDINGS GROUP, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
JUNE 30, 2023 AND 2022
| CONTENTS | |||
| Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited) | 4 | ||
| Consolidated Statements of Operations for the three months and six months ended June 30, 2023 and 2022 (Unaudited) | 5 | ||
| Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2023 and 2021 (Unaudited) | 6 | ||
| Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2022 (Unaudited) | 7 | ||
| Notes to Consolidated Financial Statements (Unaudited) | 8 | ||
3
CMG Holdings Group, Inc. Consolidated Balance Sheet |
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Loan to shareholder | ||||||||
| Loan receivable | ||||||||
| Total current assets | ||||||||
| Property and equipment | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued liabilities | $ | $ | ||||||
| Deferred compensation | ||||||||
| Loan from outside party | ||||||||
| Loan payable | ||||||||
| Note payable | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| 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 June 30, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS DEFICIT | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
4
| CMG Holdings Group, Inc. | ||||||||||||||||
| Consolidated Statements of Operations | ||||||||||||||||
| Unaudited | ||||||||||||||||
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net income from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Settlement of Hudson Gray | — | — | — | — | ||||||||||||
| Settlement of loan payable | — | — | — | — | ||||||||||||
| PPP loan forgiveness | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| — | — | — | — | |||||||||||||
| Total other income | ||||||||||||||||
| Net income | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||
5
| CMG Holdings Group, Inc. | ||||||||||||||||||||||||||||||||
| Consolidated Statement of Stockholders Equity | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Treasury | Accumulated | Stockholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stock | Deficit | Equity | |||||||||||||||||||||||||
| Balance December 31, 2021 | — | $ | — | $ | $ | $ | — | $ | ( | ) | $ | |||||||||||||||||||||
| Net Income(Loss) for the year | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance June 30, 2022 | — | — | $ | $ | $ | — | $ | ( | ) | $ | ||||||||||||||||||||||
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Treasury | Accumulated | Stockholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stock | Deficit | Equity | |||||||||||||||||||||||||
| Balance December 31, 2022 | — | — | — | ( | ) | |||||||||||||||||||||||||||
| Net Income(Loss) for the year | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance June 30, 2023 | — | $ | — | $ | $ | $ | — | $ | ( | ) | $ | |||||||||||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||||||||||
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| CMG Holdings Group, Inc. | ||||||||
| Consolidated Statement of Cash Flows | ||||||||
| Unaudited | ||||||||
| For the six | For the six | |||||||
| months ended | months ended | |||||||
| June 30, 2022 | June 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to cash used in operating activities | ||||||||
| Prepaid legal fees | — | — | ||||||
| Gain on sale of stock | — | — | ||||||
| PPP loan forgiveness | ( | ) | ||||||
| Depreciation | ||||||||
| Deferred compensation | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Interest expense | ||||||||
| Accounts payable | — | — | ||||||
| Net cash used in operations | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Loan receivable | — | — | ||||||
| Proceeds from repayment of notes receivable | ||||||||
| Payments of loan payable | ( | ) | ||||||
| Payment of notes receivable | ( | ) | ( | ) | ||||
| Payment of deferred compensation | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| 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
Creative Management Group, Inc. was formed in Delaware on August 13, 2002 as a limited liability company named Creative Management Group, LLC. On August 7, 2007, this entity converted to a corporation. The Company is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication.
The Company’s operating subsidiaries are XA - The Experiential Agency, Inc. - which is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication. Its President is Alexis Laken, the daughter of the Company’s president. The other subsidiary is Lincoln Acquisition Corp. which was formed for the purpose of liquidating shares in Good Gaming, Inc. and any other investment shares which might be held by CMG at any given time.
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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 the Company and its wholly owned subsidiary, XA THE EXPERIENTIAL AGENCY INC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and li abilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allownaces. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2023 and December 31, 2022 the Company had no 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 Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
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CMG HOLDINGS GROUP, INC.
Notes to the Consolidated Financial Statements
| 2. | Summary of Significant Accounting Policies (Continued) |
e) Financial Instruments
ASC 820, '" Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets
or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identic al assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level I" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
t) 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.
g) Impairment of long lived assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.
h) Reclassifications
Certain prior period amounts have been reclassified to conform to current presentation.
i) Substantial doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s negative cash flow from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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CMG HOLDINGS GROUP, INC.
Notes to the Consolidated financial Statements
3 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 $
On June 24, 2020 The Company
entered into an agreement with New Vacuum Technologies LLC(NVT) whereby the Company loaned NVT $
On September 3, 2022, The Company
loan its CEO Glenn Laken $
4 Equity
| a. | Common Stock |
During the periods ended June 30, 2023 and December 31, 2022, the Company did not sell any shares of its par value per share common stock.
| b. | Common Stock Warrants |
During
the periods ended June 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 outstanding
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CMG HOLDINGS GROUP, INC.
Notes to the Consolidated financial Statements
5 Notes Payable
Convertible Promissory Notes
On November 23, 2021, the Company
borrowed $
NOTES PAYABLE
In 2017 the company borrowed
6 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.
12
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated financial Statements
7 Income Taxes
The Company has a net operating
loss carried forward of $
| 2023 | 2022 | |||||||
| Income tax recovery at Statutory rate | $ | $ | ||||||
| Permanent differences and other | ||||||||
| Valuation allowance change | ( | ) | ( | ) | ||||
| Provision for income taxes | $ | $ | ||||||
The significant components of deferred income tax assets and liabilities at June 30, 2023 and December 31, 2022
are as follows:
| 2023 | 2022 | |||||||
| Net operating loss carried forward | $ | $ | ||||||
| Valuation allowance | $ | ( | ) | $ | ( | ) | ||
| Net deferred income tax asset | $ | $ | ||||||
13
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated financial Statements
8 Segments
The Company splits its business activities during the six months emded ended June 30, 2023 into three Reportable Segments. Each segment represents an entity of which are included in the consolidation. The table below represents the operations results for each segment or entity, for the period ended June 30, 2023.
Reportable Segments
| CMG Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | ||||||||||||
| Cost of Revenues | ||||||||||||
| Gross Profit | ||||||||||||
| Operating expenses | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Net income(loss) | ( | ) | ( | ) | ||||||||
The Company splits its business activities during the year ended December 31, 2021 into three reportable segments. Each segment represents an entity of which are included in the consolidation. The table below represents the operations results for each segment or entity, for the period ended June 30, 2022.
| CMG Holding | ||||||||||||
| XA | Group | Total | ||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Net income(loss) | ( | ) | ( | ) | ||||||||
CMG HOLDINGS GROUP, INC.
Notes to the Consolidated financial Statements
9 Related Party Transactions
The Company borrowed $
The Company issued the Company CEO
a warrant to purchase
The board of directors
approved a monthly salary for the Company CEO of $
The Company paid $
10 Subsequent Events
Per management review, no other material subsequent events have occurred.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which includes, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the timely development and market acceptance of our products and technologies, the competitive nature of and anticipated growth in our markets, our ability to achieve cost reductions, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “believe,”, “expects”, “intends”, “plans”, “believes, “seeks”, “assume,” “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. All statements in this Quarterly Report regarding our future strategy, future operations, projected financial position, estimated future revenue, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this Quarterly Report was filed with the Securities and Exchange Commission (“SEC”). We expressly disclaim any obligation to revise or update publicly any forward-looking statements even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Unless the context indicates otherwise, the terms “Company”, “Corporate”, “CMGO”, “our”, and “we” refer to CMG Holdings Group, Inc. and its subsidiaries.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2023
Gross revenues decreased from $975,555 for the six months ended June 30, 2022 to $479,425 for the six months ended June, 2023. The decrease in revenues was mainly attributable to decrease in available business in the current year.
Cost of revenue decreased from $769,502 for the six months ended June 30, 2022 to $273,943 for the six months ended Jun3 30, 2023. The decrease in cost of revenues was mainly attributable to decrease in available business in the current year.
Operating expenses increased from $305,681 for the six months ended June 30, 2022 to $394,124 for the six months ended June 30, 2023. The increase in operating expenses is due to the increase in support expenses to run business.
Net income decreased from a loss of $15,968 for the six months ended June 30, 2022 to net loss of $145,840 for the six months ended June 30, 2023. The increase in net loss was mainly attributable to decrease in available business in the current year and increase in interest income and interest expense.
LIQUIDITY AND CAPITAL RESOURCES:
As of June 30, 2023, the Company’s cash on hand was $188684.
Cash used in operating activities for the six months ended June 30, 2023 was $101,973, as compared to cash used in operating activities of $7,770 for the six months ended June 30, 2022. The increase in net loss was mainly attributable to decrease in available business in the current year.
Cash used in investing activities for the six months ended June 30, 2023 was $47,500 as compared cash used in investing activities of $139,340 for the six months ended June 30, 2022. This was due to the Company not loaning additional funds to NVT during the period and not getting additionl financing.
Cash provided by financing activities for the six months ended June 30, 2023 was $0 as compared to $0 provided by financing activities the six months ended June, 2022.
15
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, the Company’s disclosure controls and procedures were not effective due to the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after June 30, 2023.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 1992). Furthermore, due to our financial situation, the Company will be implementing further internal controls as the Company becomes operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its evaluation as of June 30, 2023, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2023 due to the identification of a material weakness. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.
In performing this assessment, management has identified the following material weaknesses as of June 30, 2023:
| ● | There is a lack of segregation of duties necessary for a good system of internal control due to insufficient accounting staff due to the size of the Company |
| ● | Lack of a formal review process that includes multiple levels of reviews |
| ● | Employees and management lack the qualifications and training to fulfill their assigned accounting and reporting functions |
| ● | Inadequate design of controls over significant accounts and processes |
| ● | Inadequate documentation of the components of internal control in general |
| ● | Failure in the operating effectiveness over controls related to valuing and recording equity based payments to employees and non-employees |
| ● | Failure in the operating effectiveness over controls related to valuing and recording debt instruments including those with conversion options and the related embedded derivative liabilities |
| ● | Failure in the operating effectiveness over controls related to recording revenue and expense transactions in the proper period |
| ● | Failure in the operating effectiveness over controls related to evaluating and recording related party transactions |
16
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial
reporting. As of June 30, 2022 no changes have occurred.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change in the Company’s internal control over financial reporting occurred during the period ended June 30, 2023, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.
PART II OTHER INFORMATION ITEM 1 – LEGAL PROCEEDINGS
We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
ITEM 1A – RISK FACTORS
The Company is a smaller reporting company and is therefore not required to provide this information.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 10Q, 10K and form 8-K.
17
ITEM 3 – DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
None.
ITEM 5 – OTHER INFORMATION
None.
ITEM 6 – EXHIBITS
Description of Exhibit Filing Reference
| Exhibit Number | Description of Exhibit | Filing Reference | ||
| 31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14. | Filed herewith. | ||
| 31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14. | Filed herewith. | ||
| 32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. | Filed herewith. | ||
| 101.INS | XBRL Instance Document | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| CMG HOLDINGS GROUP, INC. | ||
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Dated: August 14, 2023 |
By: /s/ Glenn Laken | |
| Glenn Laken, Chief Executive Officer | ||