8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report: April  20, 2008

(Date of earliest event reported)

CMG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada --------------------------------	000-51770 --------------------------------	87-0733770 ----------------------------------------------
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5601 Biscayne Boulevard

Miami, FL 33137

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(Address of principal executive offices) (Zip Code)

(305) 751-1667

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(Registrant’s telephone no., including area code)

590 Madison Avenue, 21st Floor

New York, NY 10022

(212) 521-4111

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(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 2 - FINANCIAL INFORMATION

Item  2.01      Completion of Acquisition or Disposition of Assets.

References in this Current Report on Form 8-K to “CMG Holdings”, the “Company,” “we,” “us” and “our” for periods prior to the closing of the Reorganization refer to the Registrant, and for periods subsequent to the closing of the Reorganization refer to the Registrant and its subsidiaries.  Information regarding the Company, Creative Management Group, Inc. and the principal terms of the Reorganization are set forth below.

The Reorganization

The Reorganization.  On May 27, 2008, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement” with its controlling shareholder, Creative Management Group, Inc., a privately held Delaware corporation (“Creative Management Group”).  Upon the closing under the Reorganization Agreement on May 27, 2008, (open to filing date) the eighty shareholders of Creative Management Group delivered all of their equity interests in Creative Management Group to the Company in exchange for shares of common stock in the Company owned by Creative Management Group, as a result of which Creative Management Group became a wholly-owned subsidiary of the Company (the “Reorganization”).

Pursuant to the Reorganization Agreement, at closing, the shareholders of Creative Management Group received one share of the Company’s common stock previously owned by Creative Management Group for each issued and outstanding common share owned of Creative Management Group.  As a result, at closing, the 22,135,148 shares of the Company that were issued and previously owned by Creative Management Group,  are now owned directly by its shareholders.  The 22,135,148 of Creative Management Group previously owned by its shareholders are now owned by the Company, thereby making Creative Management Group a wholly-owned subsidiary of the Company. The Company did not issue any new shares as part of the Reorganization.

Upon completion of the closing under the Reorganization Agreement, the Company has a total of 42,400,000 shares issued and outstanding of which 20,264,852, or approximately 47.79% are held by persons who were previously shareholders of the Registrant, 22,135,148 shares, or approximately 52.21% are held by persons who were previously shareholders of Creative Management Group.

Neither the Company nor Creative Management Group had any options or warrants to purchase shares of capital stock outstanding immediately prior to or following the Reorganization.  The Company intends to establish an option pool of up to 5,000,000 common shares as soon as possible after the closing for the purpose of having shares available for the granting of options to Company officers, directors, employees and to independent contractors who provide services to the Company.

All the shares of the Company’s common stock issued in connection with the Reorganization were registered under Section 12(b) or (g) of The Securities Exchange Act of 1934 when the Registrant filed Form 10-SB/A on June 28, 2006.  All shares issued in connection with the Reorganization were issued from a "Control Shareholder", which is a shareholder that is now or has been within the last 90 days a director or officer of the Company, or now owns or controls or within the last 90 days has owned or controlled 10% or more of the Company's outstanding voting securities and is therefore subject to the restriction in accordance with Rule 144 of the Securities Act of 1934.

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Changes Resulting from the Reorganization. Creative Management Group is a business that delivers innovative, value-added marketing communications and strategic consulting services to its clients. Creative Management Group strives to be a premier marketing communications and consulting company whose strategic, creative and innovative solutions achieve superior results for clients and shareholders.  Following completion of the Reorganization, the Company intends to carry on the business of Creative Management Group as its line of business. The Company has located its executive offices at 5601 Biscayne Boulevard, Miami, Florida 33137, USA and its telephone number is 1 (305) 751-0588 which is the executive office of Creative Management Group.

Changes to the Board of Directors.  In conjunction with the anticipated closing under the terms of the Reorganization Agreement and the February 20, 2008 acquisition of shares in the Registrant by Creative Management Group, Alan Morell, James J. Ennis and Michael Vandetty were appointed to the board of directors and Alan Morell was appointed as Chairman of the board of directors.

All of the Company’s directors will hold this office until the next annual meeting of the stockholders or until the election and qualification of their successors. The Company’s officers are elected by the board of directors and serve at the discretion of the board of directors.

Description of the Business

Background

The Company was formed in July of 2004 as Pebble Beach Enterprises, Inc. in the state of Nevada. From the date of incorporation until August of 2004, it was a wholly-owned subsidiary of Fresh Veg Broker.com, Inc., a Nevada corporation.  In August of 2004, the company was spun off from Fresh Veg.  The Company until this Reorganization was a real estate investment company with three areas of operation: a) real estate acquisition and re-sale; b) real estate development and re-sale; and c) real estate consulting and joint ventures.

Due to our inability to execute our real estate business plan and expand our business over the past three years, on February 20, 2008 in anticipation of this Reorganization, a majority of the existing shares of the Company were sold by the shareholders who were actively involved in the Company’s prior real estate business, and as a result, we had a change of direction and a change of control of our Company.

The following table sets forth as of February 20, 2008, prior to the Reorganization, information with respect to the beneficial ownership of the Company’s Common Stock by each person who owned at that time beneficially 5% or more of such stock. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

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Security Ownership of CMG Holdings, Inc.  as of February 20, 2008:

Title of Class	Name	Shares	Percent
Common Stock	Creative Management Group, Inc.	22,135,148	52.21	%
	CMG Acquisitions, Inc.	16,144,852	38.08	%

On February 20, 2008, in anticipation of this Reorganization, Alan Morell, Michael Vandetty and James J. Ennis were elected to the Board of Directors.  Alan Morell was elected Chairman and appointed as its President and CEO, Michael Vandetty was appointed as Secretary and James J. Ennis was appointed as Treasurer.

On February 20, 2008, in anticipation of this Reorganization, the shareholders approved the Articles of Amendment to the Company to change our name from Pebble Beach Enterprises, Inc. to our current name CMG Holdings, Inc., authorizing issuing 150,000,000 shares of Common Stock, $0.001 par value and authorizing issuing 5,000,000 shares of Preferred Stock, $0.001 par value.

On May 27, 2008, the Company entered into a “Reorganization Agreement” with its controlling shareholder, Creative Management Group.  Creative Management Group is a business that delivers innovative, value-added marketing communications and strategic consulting services to its clients.

Under the terms of the Reorganization Agreement, we agreed to acquire all of the issued and outstanding shares of Creative Management Group in exchange whereby Creative Management Group would distribute to its approximate eighty shareholders all its shares in our Company totaling 22,135,148 common stock.  In conjunction with closing under the Reorganization Agreement we also agreed to convert all note holders of Creative Management Group.  Closing under the Reorganization Agreement was completed on May 27, 2008 and upon completion of the Closing, Creative Management Group became a wholly-owned subsidiary of the Company.

The Company now plans to carry on the business of Creative Management Group as its line of business.  All references to “CMG Holdings”, “CMG”, the “Company,” “we,” “us” and “our” for periods prior to the closing of the Reorganization refer to the Registrant, and for periods subsequent to the closing of the Reorganization refer to the Registrant and its subsidiaries.

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FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about the Company’s beliefs and expectations, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

• risks associated with effects of national and regional economic conditions;

• the Company’s ability to attract new clients and retain existing clients;

• the financial success of the Company’s clients;

• the Company’s ability to retain and attract key employees;

• the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities;

• foreign currency fluctuations; and

The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations, and through incurrence of bridge or other debt financing, either of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership.  At any given time, the Company may be engaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company.  Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in this Current Report on Form 8-K under the caption “Risk Factors” and in the Company’s other SEC filings.

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Our Business

CMG Holdings, Inc. was incorporated in Nevada in July 2004 under the name of Pebble Beach Enterprises, Inc.  The Company has operated under the CMG Holdings, Inc. name since February 2008.

About Us

We are a marketing, sports, entertainment and management services company.   Our Company was formed by a core group of principals, all of whom have held senior level positions with several of the largest and most successful companies in the sports management and entertainment industry.  Our Company delivers custom marketing solutions to optimize profitability by concentrating our resources in those segments of the marketing communications and entertainment industry. Our Company operates in the sectors of talent management, event management, and commercial rights.

Talent Management includes representation of personalities in the entertainment and arts, athletes, literary industries through a full service representation to enable our clients realize their utmost potential for endorsements, licensing, contract negotiations, speaking appearances, literary and television image marketing.  Our Company represents athletes and sports personalities’ in team and non-team sports in a full-service approach ensuring individualized attention and commitment to manage our client’s business opportunities.  Our Company manages broadcasters and actors careers and assists in engineering business opportunities in film, broadcast and television and packaging with corporate sponsors. Our literary division provides full service representation to authors for publishing in traditional houses as well as electronic media including television, film, radio and after-market licensing to ensure greatest possible exposure and to increase client revenues.

Event Management includes marquis hospitality, sponsorships and licensing, broadcast production, and implementation of events including hospitality services to the most discriminating of clients in sports sectors including golf, tennis, equine and motor sports pairing corporate sponsors and premier events and leveraging that experience to ensure our clients receive the highest return on their investment and level of brand exposure. Our Company is dedicated to pursuing intellectual property rights of sports and entertainment properties and offering these events through long-term entertainment hospitality packages for corporate sponsors’ and manage and implement on-site operations and logistical concerns.  Our broadcast and production division secures, and negotiates electronic production, broadcast and syndication opportunities for our clients via network, cable television, radio and digital media.

Commercial Rights includes branding, consulting, endorsement, licensing and sponsorships and sales and marketing. Our Company creates branding and distributes image marketing tools to strategic outlets to generate premier brand recognition for our clients. Our consulting focuses on developing high-profile programs utilizing creative solutions to improve cost-efficiency and increase client revenues. Following the development of the strategy solutions, our Company oversees implementation of programs to ensure client satisfaction. Our endorsement, licensing and sponsorships division works with premier corporations regarding contract negotiations for client endorsements, secure domestic and international licensing opportunities provide implementation and execution services for client sponsorships.. Our marketing division positions and leverages our clients to increase their presence in the global market through research of business environments and creative solutions to take advantage of given market conditions. Our sales division includes creating commercial rights opportunities, identifying sales targets and strategically selling commercial rights to maximize client revenues.

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Our marketing and communications services for our clients is specific to their unique needs and our solutions vary from project-based activities to long-term, fully-integrated campaigns on behalf of our clients in a single region or operating globally across all major world markets. It is our intention to create a holding company to provide resources, support and ensure that our operating divisions best meet our clients’ needs. The company sets company-wide financial objectives and corporate strategy, directs collaborative inter-agency programs, establishes financial management and operational controls, guides personnel policy, conducts investor relations and initiates, manages and approves mergers and acquisitions.  In addition, we provide limited centralized functional services that offer operational efficiencies, including accounting and finance, market information retrieval and analysis, legal services, real estate expertise, travel services, recruitment aid, employee benefits and executive compensation management. To keep our Company well-positioned, we support our initiatives to expand high-growth capabilities and build its offerings in key developing markets. When appropriate, we also develop relationships with companies that are building leading-edge marketing tools that complement our operating subsidiary and the programs they are developing for clients. In addition, we look for opportunities within our Company to modernize operations through mergers, strategic alliances and the development of internal programs that encourage intra-company collaboration.

Market Strategy

We have taken several strategic steps to position us as a premier marketing and communications company servicing clients in domestic and international markets. We operate in a marketing landscape that has vastly changed over the last few years and continues to fragment as clients are presented with complex strategies to improve brand awareness and increase market share. To achieve our objectives of providing strategic solutions for our clients, we have invested in talent and have concentrated in high-growth areas to align our capabilities to meet the market demands of our clients.  In order to grow with our clients, we have accelerated our investment in professional talent, training and technology throughout our Company. Our market strategy and offerings can improve our organic revenue growth and operating income margin, with our ultimate objective to be fully competitive with our industry peer groups.  To increase our revenues and improve our operating margins, we will concentrate on controlling our staff expenses in non-revenue producing capacities, controlling real estate expenses such as office rent, reducing the complexity of our organization and divesting of underperforming business sectors.

Sources of Revenue

Our revenues are generated through the execution of marketing and communications programs derived primarily across the sectors of event management, talent management and commercial rights as well as various media, planning and execution of other sports entertainment and management programs. Majority of our contracts with our clients are negotiated individually. The terms of the engagement with our clients and the basis in which we earn fees and commissions will vary significantly. Contracts with our client are multifaceted arrangements that may include incentive compensation provisions and may include vendor credits. Our largest clients are multinational corporations where they may arrange for our services to be provided via local, regional and global and we provide services across various sectors and across multiple divisions.

Revenues are determined on a fee based compensation basis and a commission basis for services for planning, creation, implementation and executions of marketing and communications programs specific to the sectors of talent management, event management, and commercial rights. Our fees are calculated to reflect our expertise based on monthly rates as well as mark-up percentages and the relative overhead expenses to execute services provided to our clients. Clients may seek to include incentive compensation components for successful execution as part of the total compensation.  Commissions earned are based on services provided and are usually calculated on a percentage over the total revenues generated for our clients.  Our revenues can also be generated when clients pay gross rates before we pay reduced rates; the difference is commissions earned which is either retained in total or shared with the client depending on the nature of the services agreement. To reduce risks from non-payments from our clients, we typically pay company generated expenses only after we have received funds from our clients.

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Our generated revenues are dependent upon the marketing and communications requirements of our corporate clients and depend on the terms of the client contract. The revenues for services performed can be recognized as proportional performance, monthly basis and execution of the completed contracts. Revenues recognized on a completed contract basis and as customary in the industry, our contracts generally provide for termination by either party on relatively short notice, usually 90 days.

Competition

In the competitive, highly fragmented marketing and communications industry, the Company competes for business with large global holding companies such as International Management Group, Interpublic Group of Companies, Inc., MDC Parnters, Inc. WPP Group plc, and Havas Advertising. These global holding companies generally have greater resources than those available us, and such resources may enable them to aggressively compete with the Company’s marketing communications businesses. We also face competition from numerous independent agencies that operate in multiple markets. We must compete with these other companies to maintain existing client relationships and to obtain new clients and assignments. We compete at this level by providing clients with marketing ideas and strategies that are focused on increasing clients’ revenues and profits.

Industry Trends

Historically, event management, talent management, and commercial rights have been primary service provided by global holding companies in the marketing communications industry. However, as clients aim to establish one-to-one relationships with customers and more accurately measure the effectiveness of their marketing expenditures, specialized and digital communications services are consuming a growing portion of marketing dollars. This is increasing the demand for a broader range of marketing communications services. The mass market audience is giving way to life-style segments, social events/networks, and online/mobile communities, each segment requiring a different message and/or different, often non-traditional, channels of communication. Global marketers now seek innovative ideas wherever they can find them, providing new opportunities for small to mid-sized communications companies.

Clients

The Company serves clients in virtually every industry and in many cases the same clients in various locations. Representation of a client rarely means that the company handles marketing communications for all brands or product lines of the client in every geographical location.  We have written contracts with many of our clients. As is customary in the industry, these contracts provide for termination by either party on relatively short notice. See “Management’s Discussion and Analysis — Executive Overview” for a further discussion of our arrangements with our clients.

Employees

As of May 27, 2008, the company and its subsidiaries have 5 employees.

See Management’s Discussion and Analysis for a discussion of the effect of cost of services sold on the company’s historical results of operations. Because of the personal service character of the marketing communications businesses, the quality of personnel is of crucial importance to the company’s continuing success. MDA considers its relations with employees to be satisfactory.

Effect of Environmental Laws

The company believes it is substantially in compliance with all regulations concerning the discharge of materials into the environment, and such regulations have not had a material effect on the capital expenditures or operations of the company..

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Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, will be made available, free of charge, at our website at http://www.creativemanagementgroup.com, as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC.

Our Corporate Governance Guidelines, and Code of Conduct will be made available free of charge on our website at http://www.creativemanagementgroup.com, as soon as reasonably practicable, or by writing to CMG Holdings, Inc., 5601 Biscayne Boulevard, Miami, Florida 33137, USA, Attention: Secretary. Information on our website is not part of this report.

Management’s Discussion and Analysis or Plan of Operations

References in this Current Report on Form 8-K to “CMG Holdings”, “CMG”, the “Company,” “we,” “us” and “our” for periods prior to the closing of the Reorganization refer to the Registrant, and for periods subsequent to the closing of the Reorganization refer to the Registrant and its subsidiaries.

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described.  This discussion contains forward-looking statements. Please see “Special cautionary statement concerning forward-looking statements” and “Risk factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not significantly affected by inflation.

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”) of the United States of America (“US GAAP”).

Executive Summary

The Company’s objective is to create shareholder value by building market-leading strategies that deliver innovative, value-added marketing communications and strategic consulting to our clients.  The company manages the business by monitoring several financial and non-financial performance indicators. The key indicators that we review focus on the areas of revenues and operating expenses. Revenue growth is analyzed by reviewing the components and mix of the growth, including: growth by major geographic location and growth from acquisitions.

Year ended December 31, 2007 compared to the year ended December 31, 2006

Liquidity and capital resources

As of December 31, 2007 our cash on hand was $2,664.

Revenues

The Company had revenues of $4,516 in our fiscal year ended December 31, 2007, as compared to $21,607 in fiscal year ended December 31, 2006 as a result of a slowing down of the market conditions in real estate.

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Expenses

Total expenses in our fiscal year ended December 31, 2007 were $39,048 comprising of $38,762 in administrative expenses and $286 in interest expense, as compared to $29,287 in fiscal year ended December 31, 2006 comprised of $29,282 in administrative expenses and $5 in interest expense.

Loss

The Company incurred a net loss of $34,532 in our fiscal year ended December 31, 2007, as compared to a net loss of $7,680 in fiscal year ended December 31, 2006. We have not attained profitable operations to date. For these reasons our auditors stated in their report that they have substantial doubt that we will be able to continue as a going concern.

Capital Resources

At December 31, 2007, we had assets recorded at $2,907 consisting of cash of $2,664 and a note receivable of $243.

Liabilities

Our liabilities at December 31, 2007 totaled $15,890 and consisted of accrued interest of $286, accounts payable of $604 and a note payable to related party of $15,000.

Three-Months Ended March 31, 2008 Compared to the Three-Months Ended March 31, 2007

Liquidity and capital resources

As of March 31, 2008 our cash on hand was $71.

Revenues

The Company had revenues of $523 for the three-month period ended March 31, 2008 as compared to $246 for the three-month period ended March 31, 2007.

Expenses

Total expenses for the three-month period ended March 31, 2008 were $9,216 comprising of $9,086 in administrative expenses and $130 in interest expense, as compared to $8,483 for the three-month period in quarter ended March 31, 2007 comprised of $8,483 in administrative expenses.

Loss

The Company had a net loss of $8,693 for the three-month period ended March 31, 2008 compared to a net loss of $8,237 for the three-month period ended March 31, 2007.  We have not attained profitable operations in the real estate business to date which resulted in this Reorganization of the Company.

Capital Resources

As of March 31, 2008, we had current assets of $71, consisting of $71 in cash.

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Liabilities

As of March 31, 2008 we had no liabilities.

Critical Accounting Policies and Estimates

For all periods following closing under the Reorganization Agreement, the Company intends to prepare consolidated financial statements of the Company and its subsidiaries, which will be prepared in accordance with the generally accepted accounting principles in the United States. During the preparation of the financial statements the Company will be required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company will evaluate its estimates and judgments, including those related to sales, returns, pricing concessions, bad debts, inventories, investments, fixed assets, intangible assets, income taxes and other contingencies. The Company intends to base its estimates on historical experience and on various other assumptions that it believes are reasonable under current conditions. Actual results may differ from these estimates under different assumptions or conditions

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” the Registrant identified the most critical accounting principals upon which its financial status depends. The Registrant determined that those critical accounting principles are related to the use of estimates, inventory valuation, revenue recognition, income tax and impairment of intangibles and other long-lived assets. The Company presents these accounting policies in the relevant sections in this management’s discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below.

Critical Accounting Policies

The following summary of accounting policies has been prepared to assist in better understanding the Company’s consolidated financial statements and the related management discussion and analysis. Readers are encouraged to consider this information together with the Company’s consolidated financial statements and the related notes to the consolidated financial statements as included in the Company’s annual report on Form 10-K for a more complete understanding of accounting policies discussed below.

Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States of America, or “GAAP”, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, valuation allowances for receivables and deferred income tax assets, stock-based compensation, and the reporting of variable interest entities at the date of the financial statements. The statements are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results can differ from those estimates, and it is possible that the differences could be material.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with the SEC Staff Accounting Bulletin 104, “Revenue Recognition” (“SAB 104”), and accordingly, revenue is generally recognized when services are earned or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured.

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The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or fees for services; and from incentives or bonuses. Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer contract. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for certain service transactions, which require delivery of a number of service acts, the Company uses the Proportional Performance model, which generally results in revenue being recognized based on the straight-line method due to the acts being non-similar and there being insufficient evidence of fair value for each service provided. Fees billed to clients in excess of fees recognized as revenue are classified as advance billings.

A small portion of the Company’s contractual arrangements with clients includes performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are achieved, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured.

The Company follows EITF No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent” (“EITF 99-19). This Issue summarized the EITF’s views on when revenue should be recorded at the gross amount billed because revenue has been earned from the sale of goods or services, or the net amount retained because a fee or commission has been earned. The Company’s business at times acts as an agent and records revenue equal to the net amount retained, when the fee or commission is earned. The Company also follows EITF No. 01-14 for reimbursements received for out-of-pocket expenses. This issue summarized the EITF’s views that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included in revenue such reimbursed expenses.

Acquisitions, Goodwill and Other Intangibles

A fair value approach is used in testing goodwill for impairment under SFAS 142 to determine if an other than temporary impairment has occurred. One approach utilized to determine fair values is a discounted cash flow methodology. When available and as appropriate, comparative market multiples are used. Numerous estimates and assumptions necessarily have to be made when completing a discounted cash flow valuation, including estimates and assumptions regarding interest rates, appropriate discount rates and capital structure. Additionally, estimates must be made regarding revenue growth, operating margins, tax rates, working capital requirements and capital expenditures. Estimates and assumptions also need to be made when determining the appropriate comparative market multiples to be used. Actual results of operations, cash flows and other factors used in a discounted cash flow valuation will likely differ from the estimates used and it is possible that differences and changes could be material.

The Company expects to make selective acquisitions of marketing communications businesses. In making acquisitions, the price paid is determined by various factors, including service offerings, competitive position, reputation and geographic coverage, as well as prior experience and judgment. Due to the nature of advertising, marketing and corporate communications services companies; the companies acquired frequently have significant identifiable intangible assets, which primarily consist of customer relationships. The Company has determined that certain intangibles (trademarks) have an indefinite life, as there are no legal, regulatory, contractual, or economic factors that limit the useful life.

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A summary of the Company’s deferred acquisition consideration obligations, sometimes referred to as earnouts, and obligations under put rights of subsidiaries’ minority shareholders to purchase additional interests in certain subsidiary and affiliate companies is set forth in the “Liquidity and Capital Resources” section of this report. The deferred acquisition consideration obligations and obligations to purchase additional interests in certain subsidiary and affiliate companies are primarily based on future performance. Contingent purchase price obligations are accrued, in accordance with GAAP, when the contingency is resolved and payment is determinable.

Allowance for Doubtful Accounts

Trade receivables are stated less allowance for doubtful accounts. The allowance represents estimated uncollectible receivables usually due to customers’ potential insolvency. The allowance includes amounts for certain customers where risk of default has been specifically identified.

Income Tax Valuation Allowance

The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. A change to these factors could impact the estimated valuation allowance and income tax expense.

Stock-based Compensation

The fair value method is applied to all awards granted, modified or settled on or after January 1, 2008. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period that is the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. Stock-based awards that are settled in cash or may be settled in cash at the option of employees are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation are revalued each period and recorded as compensation cost over the service period in operating income.

Effective February 20, 2008, the Company adopted SFAS 123(R) and has opted to use the modified prospective application transition method. Under this method the Company will not restate its prior financial statements. Instead, the Company will apply SFAS 123(R) for new awards granted or modified after the adoption of SFAS 123(R), any portion of awards that were granted after December 15, 1994 and have not vested as of February 20, 2008, and any outstanding liability awards.

Variable Interest Entities.

The Company evaluates its various investments in entities to determine whether the investee is a variable interest entity and if so whether the company is the primary beneficiary. Such evaluation requires management to make estimates and judgments regarding the sufficiency of the equity at risk in the investee and the expected losses of the investee and may impact whether the investee is accounted for on a consolidated basis.

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Recently Issued Accounting Pronouncements

The following recent pronouncements were issued by the Financial Accounting Standards Board (“FASB”):  In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. This Interpretation is effective for fiscal years beginning after December 15, 2006, with earlier application permitted. The adoption of this interpretation did not have a material effect on its financial statements.

Effective in Future Periods

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for all fiscal year beginning after November 15, 2007 and interim periods within those fiscal years. Earlier application is encouraged. The Company is currently evaluating the impact of this new statement on our financial statements.

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement expands the use of fair value measurement and applies to entities that elect the fair value option. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of this new statement on our financial statements.

In December 2007, FASB issued SFAS No. 141R “Business Combination” (“SFAS 141R”). This revised statement retains some fundamental concepts of the current standard, including the acquisition method of accounting (known as the “purchase method” in Statement 141) for all business combinations but SFAS 141R broadens the definitions of both businesses and business combinations, resulting in the acquisition method applying to more events and transactions. This statement also requires the acquirer to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values. SFAS 141R will require both acquisition-related costs and restructuring costs to be recognized separately from the acquisition and be expensed as incurred. In addition, acquirers will record contingent consideration at fair value on the acquisition date as either a liability or equity. Subsequent changes in fair value will be recognized in the income statement for any contingent consideration recorded as a liability. SFAS 141R is to be applied prospectively for financial statements issued for fiscal years beginning on or after December 15, 2008. Early application is prohibited. The Company is currently evaluating the impact of this new statement on its financial statements.

In December 2007, FASB issued SFAS No. 160 “Non-controlling Interests in Consolidated Financial Statements” (SFAS 160”). This statement amends ARB No. 51 Consolidated Financial Statements, to now require the classification of noncontrolling (minority) interests and dispositions of noncontrolling interests as equity within the consolidated financial statements. The income statement will now be required to show net income/loss with and without adjustments for noncontrolling interests. SFAS 160 is to be applied prospectively for financial statements issued for fiscal years beginning on or after December 15, 2008 and interim periods within those years. However, this statement requires companies to apply the presentation and disclosure requirements retrospectively to comparative financial statements. Early application is prohibited. The Company is currently evaluating the impact of this new statement on its financial statements.

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Risk Factors

The following factors could adversely affect the Company’s revenues, results of operations or financial condition. See also “Statement Regarding Forward-Looking Disclosure.”

Risks Related To Our Company

Competition for clients in highly competitive industries.

The Company operates in a highly competitive environment in an industry characterized by numerous firms of varying sizes, with no single firm or group of firms having a dominant position in the marketplace. Competitive factors include creative reputation, management, personal relationships, quality and reliability of service and expertise in particular niche areas of the marketplace. In addition, because a firm’s principal asset is its people, barriers to entry are minimal, and relatively small firms are, on occasion, able to take all or some portion of a client’s business from a larger competitor.

While many of the Company’s client relationships are long-standing, companies put their marketing services businesses up for competitive review from time to time, including at times when clients enter into strategic transactions. To the extent that the Company fails to maintain existing clients or attract new clients, the Company’s business, financial condition and operating results may be affected in a materially adverse manner.

Revenues are susceptible to declines as a result of general adverse economic developments.

The marketing communications services industry is cyclical and is subject to the negative effects of economic downturns. The Company’s marketing services operations are also exposed to the risk of clients changing their business plans and/or reducing their marketing budgets. As a result, if the U.S., Canadian and European economies continue to weaken, our businesses, financial condition and operating results are likely to be negatively affected.

The benefits it expects from this acquisition or acquisitions made in the future may not be realized

The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations and through incurrence of debt or bridge financing, either of which may increase its leverage ratios, or by issuing equity, which may have a dilutive impact on its existing shareholders. At any given time the Company may be engaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of its securities.

The success of acquisitions or strategic investments depends on the effective integration of newly acquired businesses into the Company’s current operations. Such integration is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel and clients, the diversion of management’s attention from other business concerns, and undisclosed or potential legal liabilities of the acquired company. The Company may not realize the strategic and financial benefits that it expects from any of its past acquisitions, or any future acquisitions.

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Business could be adversely affected if it loses key clients.

The Company’s loss of one or more clients could materially affect the results of the Company as a whole.  Management is very important to the ongoing results of the Company because, as in any service business, the success of the Company is dependent upon the leadership of key executives and management personnel.  If key executives were to leave our operating units, the relationships that the Company has with its clients could be adversely affected.

Ability to generate new business from new and existing clients may be limited.

To increase revenues, the Company needs to obtain additional clients or generate demand for additional services from existing clients.  The  company’s ability to generate demand for its services from new clients and additional demand from existing clients is subject to clients’ requirements, pre-existing vendor relationships, financial condition, strategic plans and internal resources, as well as the quality of the Company’s employees, services and reputation and the breadth of its services. To the extent the Company cannot generate new business from new and existing clients due to these limitations, it will limit the Company’s ability to grow its business and to increase its revenues.

Business could be adversely affected if it loses or fails to attract key employees.

Employees, including creative, research, media, account and their skills and relationships with clients, are among the Company’s most important assets. An important aspect of the Company’s competitiveness is its ability to retain key employee and management personnel. Compensation for these key employees is an essential factor in attracting and retaining them, and the Company may not offer a level of compensation sufficient to attract and retain these key employees. If the Company fails to hire and retain a sufficient number of these key employees, it may not be able to compete effectively.

Business exposed to the risk of client media account defaults.

The Company often incurs expenses on behalf of its clients in order to secure a variety of opportunities in exchange for which it receives a fee. While the Company takes precautions against default on payment for these services (such as advance billing of clients) and have historically had a very low incidence of default, the Company is still exposed to the risk of significant uncollectible receivables from our clients.

The results of operations are subject to currency fluctuation risks.

Although the Company’s financial results are reported in U.S. dollars, a portion of its revenues and operating costs may be denominated in currencies other than the US dollar. As a result, fluctuations in the exchange rate between the U.S. dollar and other currencies, may affect the Company’s financial results and competitive position.

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Subject to regulations that could restrict its activities or negatively impact its revenues.

Marketing communications businesses are subject to government regulation, both domestic and foreign. There has been an increasing tendency in the United States on the part of advertisers to resort to litigation and self-regulatory bodies to challenge comparative advertising on the grounds that the advertising is false and deceptive. Moreover, there has recently been an expansion of specific rules, prohibitions, media restrictions, labeling disclosures and warning requirements with respect to advertising for certain products. Representatives within government bodies, both domestic and foreign, continue to initiate proposals to ban the advertising of specific products and to impose taxes on or deny deductions for advertising which, if successful, may have an adverse effect on advertising expenditures and consequently the Company’s revenues.

Risks Relating to the Reorganization

The Company’s directors and executive officers beneficially own a substantial percentage of the Company’s outstanding common stock, which gives them control over certain major decisions on which the Company’s stockholders may vote, which may discourage an acquisition of the Company.

As a result of the Reorganization, Alan Morell, the Company’s chairman-of-the-board and chief executive officer owns, in the aggregate, approximately 23.84% of the Company’s outstanding common stock and the Company’s directors and executive officers as a group collectively own approximately 32.09% of the Company’s outstanding shares. The interests of the Company’s management may differ from the interests of other stockholders. As a result, the Company’s executive management will have the right and ability to control virtually all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders may vote, including the following actions:

● electing or defeating the election of directors;

● amending or preventing amendment of the Company’s certificate of incorporation or bylaws;

● effecting or preventing a merger, sale of assets or other corporate transaction; and

● controlling the outcome of any other matter submitted to the stockholders for vote.

The Company’s management’s stock ownership may discourage a potential acquirer from seeking to acquire shares of the Company’s common stock or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act of 2002 and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public entity, the Company expects these new rules and regulations to increase compliance costs in 2008 and beyond and to make certain activities more time consuming and costly. As a public entity, the Company also expects that these new rules and regulations may make it more difficult and expensive for the Company to obtain director and officer liability insurance in the future and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Company to attract and retain qualified persons to serve as directors or as executive officers.

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Risks Relating to the Common Stock

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company’s control, including the following:

● technological innovations or new products and services by the Company or its competitors;

● additions or departures of key personnel;

● limited “public float” following the Reorganization , in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the common stock;

● the Company’s ability to execute its business plan;

● operating results that fall below expectations;

● loss of any strategic relationship;

● industry developments;

● economic and other external factors; and

● period-to-period fluctuations in the Company’s financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

There is currently no liquid trading market for the Company’s common stock and the Company cannot ensure that one will ever develop or be sustained.

The Company’s common stock is currently approved for quotation on the OTC Bulletin Board trading under the symbol CMGO.OB.  However, there is limited trading activity and not currently a liquid trading market.  There is no assurance as to when or whether a liquid trading market will develop, and if such a market does develop, there is no assurance that it will be maintained.  Furthermore, for companies whose securities are quoted on the Over-The-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. (the “OTCBB”), it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.  As a result, purchasers of the Company’s common stock may have difficulty selling their shares in the public market, and the market price may be subject to significant volatility.

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Offers or availability for sale of a substantial number of shares of the Company’s common stock may cause the price of the Company’s common stock to decline or could affect the Company’s ability to raise additional working capital.

If the Company’s current stockholders seek to sell substantial amounts of common stock in the public market either upon expiration of any required holding period under Rule 144 or pursuant to an effective registration statement, it could create a circumstance commonly referred to as “overhang,” in anticipation of which the market price of the Company’s common stock could fall substantially.  The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for the Company to raise additional financing in the future through sale of securities at a time and price that the Company deems acceptable.

The Company’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

The Company’s common stock is currently subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

The elimination of monetary liability against the Company’s directors, officers and employees under Nevada law and the existence of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.

The Company’s certificate of incorporation does not contain any specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; however, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the number of shares of common stock beneficially owned on May 27, 2008, following consummation of the Reorganization by:

● Each person who is known by us to beneficially own 5% or more of the Registrant’s common stock;

● Each of the Registrant’s directors and named executive officers; and

● All of the Registrant’s directors and executive officers as a group.

Security Ownership of CMG Holdings, Inc. as of May 27, 2008:

Title of Class	Name	Shares	Percent (1)
Common Stock	CMG Acquisitions, Inc.	16,144,852	38.08	%
	Alan Morell	10,107,000	23.84	%
	James J. Ennis	2,500,000	5.89	%

Security Ownership of CMG Holdings Inc.  directors and executive officers as of May 27, 2008:

Title of Class	Name	Shares		Percent (1)
Common Stock	Alan Morell	10,107,000	(2)	23.84	%
	James J. Ennis	2,500,000	(3)	5.89	%
	Michael Vandetty	1,000,000		2.35	%
	All Directors and Executive Officers as a Group	13,607,000		32.09	%

 (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned, subject to community property laws where applicable. The number and percentage of shares beneficially owned are based on 42,400,000 shares of common stock outstanding as of May 27, 2008, the closing date of the Reorganization.  The address for those individuals for which an address is not otherwise indicated is: c/o CMG Holdings, Inc., 5601 Biscayne Boulevard, Miami, Florida 33137, USA.

(2) Mr. Morell owns 3,500,000 shares of Creative Management Group, Inc. directly, and is the beneficial owner of an additional 6,607,000 shares owned by Commercial Rights Intl Corp. for a total of 10,107,000 shares.

(3) Mr. Ennis owns 500,000 shares of Creative Management Group, Inc. directly, and is the beneficial owner of an additional 2,000,000 shares owned by Hastings Creek Group, Inc. for a total of 2,500,000 shares.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding the members of our board of directors and our executive officers and other significant employees. All of our officers and directors were appointed on February 20, 2008. All of our directors hold office for one-year terms until the election and qualification of their successors. Our officers are elected annually by the board of directors and serve at the discretion of the board.

Name	Age	Position
Alan Morell	60	Chief Executive Officer & Board Chairman
James J. Ennis	39	Chief Financial Officer  & Director
Michael Vandetty	52	Chief Legal Counsel & Director

Alan Morell.  Mr. Morell has 30 years of global experience in the successful development and management of talent, high growth properties, commercial rights, live events and intellectual property (IP) rights. Mr. Morell began his career with International Management Group (IMG), where he served in a variety of executive offices, including Corporate Vice President. He has created and/or managed campaigns for talent and events globally within the disciplines of Sports and Entertainment. Prior to becoming an officer of Creative Management Group Agency, Mr. Morell was a Director and Chief Executive Officer of CatalystOne, Inc. Mr. Morell is a graduate of the University of Florida.

James J. Ennis.  Mr. Ennis has over 15 years of experience in financial management, strategic planning and corporate development. Prior to joining Creative Management Group, Mr. Ennis served as a Financial Advisor in the global private client group of premier wealth management and investment advisory firms of Smith Barney and Merrill Lynch from 2004 to 2007. From 1997 to 2003, Mr. Ennis served as Director of Finance for Octagon Worldwide, Inc., one of the world’s largest sports and entertainment marketing and consulting firms, where his responsibilities included mergers and acquisitions, business development and financial reporting. Mr. Ennis is a graduate of Mount Saint Vincent College.

Michael Vandetty.  Mr. Vandetty’s areas of practice include limited partnership and securities offerings, as well as securities litigation.  Mr. Vandetty has extensive transactional experience, including both domestic and international transactions in real estate, entertainment and hospitality, manufacturing and pharmaceutical sales. He also has significant experience in sports and entertainment law, mergers and acquisitions and in contract negotiations in the insurance and intellectual property arenas.  Mr. Vandetty is a former prosecutor in both the Dade County State Attorney’s Office and the Florida Attorney General’s Office. He received a Bachelor of Arts from Rutgers University in 1977 and a Juris Doctorate from the University of Miami Law School in 1980.

Meetings of Our Board of Directors

The Registrant’s board of directors did not hold any meetings during the fiscal year ended December 31, 2007.  Creative Management board of directors held meetings at various times during the fiscal year ended December 31, 2007.

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Board Committees

Audit Committee. The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm , including their recommendations to improve the system of accounting and internal controls.  The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors , free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Mr. James J Ennis is the board of director’s financial expert to be considered upon the formation of the audit committee.

Compensation Committee. The Company intends to establish a compensation committee of the Board of Directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

The Company has not paid its directors any separate compensation in respect of their services on the board. However, in the future, the Company intends to implement a market-based director compensation program.

Executive Compensation

Summary Compensation Table

The following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer , chief financial officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods. These officers are referred to herein as the “named executive officers.” The compensation table excludes other compensation in the form of perquisites and other personal benefits that constituted less than $10,000 in value in 2007.

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Summary Compensation Table

SUMMARY COMPENSATION TABLE
					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Name and Principle Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Award(s) ($)	Securities Underlying Options/SARs (#)	LTIP Payouts ($)	All Other Compensation ($)
Alan Morell, Chief Executive Officer	2007 2006 2005	$    275,000       $    225,000 $    225,000	$     - $     - $     -	$     - $     - $     -	$     - $     - $     -	-     -     -	$     - $     - $     -	$     - $     - $     -
James I. Ennis, Chief Financial Officer	2007 2006 2005	$     - $     - $     -	$     - $     - $     -	$     - $     - $     -	$     - $     - $     -	-     -     -	$     - $     - $     -	$     - $     - $     -
Michael Vandetty, Chief Legal Counsel	2007 2006 2005	$     - $     - $     -	$     - $     - $     -	$     - $     - $     -	$     - $     - $     -	-     -     -	$     - $     - $     -	$     - $     - $     -

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the fiscal year ended December 31, 2007.

Employment Agreements

The Company has an employment agreement with Alan Morell, its chief executive officer. Mr. Morell will be compensated with an annual salary of $275,000.  The term of the agreement is a five year term.  Once the Company established an option plan, Mr. Morell will be granted 900,000 options of the Company stock.

The Company has an employment agreement with James J. Ennis, its chief financial officer. Mr. Ennis will be compensated with an annual salary of $200,000.  The term of the agreement is a five year term. Once the Company established an option plan, Mr. Ennis will be granted 750,000 options of the Company stock.

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The Company has an employment agreement with Michael Vandetty, its chief legal counsel. Mr. Vandetty will be compensated with an annual salary of $200,000.  The term of the agreement is a five year term. Once the Company established an option plan, Mr. Vandetty will be granted 750,000 options of the Company stock.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans. However, the Company is currently deliberating on implementing an option compensation plan for up to 5,000,000 shares.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability. However , the Company is in the process of acquiring such insurance.

Description of Securities

The Company is authorized to issue 150,000,000 shares of common stock. As of May 27, 2008, there were 42,400,000 shares of common stock issued and outstanding.

On February 20, 2008, the board of directors approved an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares for common stock from 100,000,000 to 150,000,000.  On February 20, 2008, shareholders of record holding a majority of the currently issued and outstanding common stock approved the amendment.

Common Stock

The holders of common stock are entitled to one vote per share. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

Market Price and Dividends

Creative Management is, and has always been a privately-held company and now is a wholly-owned subsidiary of the Company. There is not, and never has been, a public market for the securities of Creative Management. The Registrant’s common stock is approved for trading on the O TCBB under the symbol “CMGO.OB ”, but there is currently no liquid trading market for the Registrant’s common stock ..

For the foreseeable future, the Company does not intend pay cash dividends to its stockholders.

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Indemnification of Directors and Officers

Section 145 of the Nevada General Corporation Law provides, in general, that a corporation incorporated under the laws of the State of Nevada, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Nevada or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Trading Information

The Company’s common stock is currently approved for quotation on the OTCBB under the symbol “CMGO.OB,” but there is currently no liquid trading market for the Company’s common stock. As soon as is practicable and assuming we satisfy the necessary initial listing requirements, the Company intends to apply to have its common stock listed for trading on the American Stock Exchange or NASDAQ Stock Market, although the Company cannot be certain that any of these applications will be submitted or approved.

The transfer agent for our common stock is U.S. Stock Transfer Corp., 189 Victoria Avenue, Belleville, ON K8N2B9 Canada.

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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

             Item 5.06  Change in Shell Company Status.

The Company through its legal counsel believes that it is not and has never been a “shell corporation,” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.  A shell company is a company with nominal or no operations and nominal or no asserts (or assets consisting solely of cash and cash equivalents).  As the Company had operations from inception to the date of its registration to the date of the Reorganization, and in accordance with the SEC issued final ruling on December 6, 2007, in footnote 172, which states that a start-up company does not necessarily fit the definition of a “shell company”.  The Company takes the position that it has been a start-up company since its registration statement became effective to the date of the Reorganization.

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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01       Financial Statement and Exhibits.

(a)   Financial statements of businesses acquired.

                          Creative Management Group’s audited financial statements as of December 31, 2007 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

                          Creative Management Group’s unaudited financial statements for the three-months ended March 31, 2008 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference

(b)   Pro Forma Financial Information.

                         The Company’s pro forma condensed combined financial statements as of December 31, 2007 and for the three months ended March 31, 2008 are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

(c)  

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization (the “Agreement”), dated as of the 27th day of May 2008, by and between CMG holdings, Inc., a Nevada corporation (“CMG”), and Creative Management Group, Inc., a Delaware corporation.
3.1	Certificate of Incorporation of Pebble Beach Enterprises, Inc. dated July 26, 2004 (incorporated by reference to Form 10-SB-12G filed on February 1, 2006).
3.2	Amended Certificate of Incorporation of CMG Holdings, Inc. dated February 20, 2008 (incorporated by reference to Form 8-k Current Report filed on February 20, 2008).
3.3	Bylaws of. CMG Holdings, Inc. dated February 20, 2008 (incorporated by reference to Form 8-k Current Report filed on February 20, 2008).
10.1	Employment Agreement by and between the Company and Alan Morell.
10.2	Employment Agreement by and between the Company and James J. Ennis.
10.3	Employment Agreement by and between the Company and Michael Vandetty
21.1	List of Subsidiaries – Creative Management Group, Inc., a Delaware corporation.
99.1	Creative Management Group’s audited financial statements as of December 31, 2007.
99.2	Creative Management Group’s unaudited financial statements for the three-months ended March 31, 2008.
99.3	Pro forma condensed combined financial statements of the Company and Creative Management  as of December 31, 2007 and for the three-months ended March 31, 2008.

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SIGNATURE

	CMG HOLDINGS, INC.
	(Registrant)
Date: May 30, 2008	By: /s/ ALAN MORELL
	Alan Morell
	Chief Executive Officer
	(Duly Authorized Officer)
Date: May 30, 2008	By: /s/ JAMES J. ENNIS
	James J. Ennis
	Chief Financial Officer
	(Principal Financial
	and Accounting Officer)

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EX-2.1

Exhibit 2.1 Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the “Agreement”), dated as of the 27th day of May 2008, by and between CMG Holdings, Inc., a Nevada corporation (“CMG”), and Creative Management Group, Inc., a Delaware corporation (“Creative Management”), with reference to the following:

A.

CMG is a Nevada corporation organized in July 2004.  CMG has authorized capital stock of 150,000,000 shares of Common Stock, $0.001 par value per share (“CMG Common Stock”).  Of such shares, 42,400,000 shares of CMG Common Stock are issued and outstanding.

B.

Creative Management is a privately held corporation organized under the laws of Delaware on August 13, 2002.  Creative Management has authorized capital stock of 100,000,000 shares of Common Stock, $0.001 par value per share (“Creative Management Common Stock”).  Of such shares, 22,135,148 shares of Creative Management Common Stock are issued and outstanding.

C.

The respective Boards of Directors of CMG and Creative Management have deemed it advisable and in the best interests of CMG and Creative Management and their respective shareholders that, contingent upon approval by shareholders holding 100% of the outstanding stock of Creative Management, all currently outstanding shares of Creative Management be acquired by CMG, pursuant to the terms and conditions set forth in this Agreement

D.

CMG and Creative Management propose to enter into this Agreement which provides, among other things, that all of the outstanding shares of Creative Management Common Stock be acquired by CMG, in exchange for 22,135,148 shares of CMG Common Stock currently owned by Creative Management and such additional items as more fully described in the Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

THE ACQUISITION

1.01

At the Effective Time (as defined in Section 2.01), subject to the terms and conditions herein, all of the shares of Creative Management Common Stock issued and outstanding immediately prior to the Effective Time shall be acquired by CMG in exchange for 22,135,148 fully paid and nonassessable shares of CMG Common Stock currently owned by Creative Management (the exchange of all shares of Creative Management Common Stock for CMG Common Stock shall constitute the “Exchange”).  The CMG Common Stock shall be issued to the shareholders of Creative Management and/or their nominees in the amounts set forth on a list provided by Creative Management to CMG.

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1.02

As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represents shares of Creative Management Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of CMG Common Stock for which such shares of Creative Management Common Stock have been exchanged pursuant to Section 1.01.  The record holder of each outstanding certificate representing shares of Creative Management Common Stock shall, after the Effective Time, be entitled to vote the CMG Common Stock for which such shares of Creative Management Common Stock have been exchanged on any matters on which the holders of the CMG Common Stock are entitled to vote.  After the Effective Time, the holders of certificates evidencing outstanding shares of Creative Management Common Stock immediately prior to the Effective Time shall deliver such certificates of Creative Management Common Stock, duly endorsed so as to make CMG the sole holder thereof, free and clear of all claims, and encumbrances and CMG shall deliver a transmittal letter to the transfer agent of CMG directing the issuance of the CMG Common Stock to the shareholders of Creative Management and/or their nominees.  Any shares of CMG Common Stock issued pursuant to this Agreement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or (b) upon receipt by CMG of a written opinion of counsel for the holder reasonably satisfactory to CMG to the effect that the proposed transfer is exempt from the registration requirements of the Act, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing CMG Common Stock issued pursuant to this Agreement, and the shares of CMG Common Stock into which they may be converted, as set forth in Section 11.02.

In the event any certificate for Creative Management Common Stock has been lost, stolen or destroyed, CMG shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an affidavit of that fact by the holder thereof, such shares of CMG Common Stock as may be required pursuant to this Agreement.

1.03

Following the Effective Time, there will be a total of 42,400,000 shares of CMG Common Stock issued and outstanding.

1.04

Following the Effective Time, Creative Management will be a wholly owned subsidiary of CMG.

ARTICLE 2

THE CLOSING

2.01

Subject to the terms and conditions herein, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the Law Offices of SEC Attorneys LLC, 980 Post Road East, Westport, Connecticut 06880 on or before June 6, 2008 (the “Closing Date”) or at such other place or date and time as may be agreed to in writing by the parties hereto at the earliest practicable time after satisfaction or waiver of the conditions hereof, but in no event later than eighteen (18) days after such conditions have been satisfied or waived (the “Effective Time” or “Effective Date”).

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2.02

The following conditions are a part of this Agreement and must be completed on or as of the Closing Date, or such other date specified by the parties:

(a)

Prior to Closing, CMG shall have obtained board and shareholder approval to the extent necessary to (i) consummate the share exchange contemplated by this Agreement, (ii) create an option pool of 5,000,000 shares of Common Stock, and (iii) complete, following Closing, in a manner which is reasonably acceptable to Creative Management, the sale, spin-off or other disposition of its pre-Closing operations, including all assets and liabilities.

(b)

Creative Management shall have obtained the written approval of a majority of its shareholders to the terms of this Agreement and to the completion of the share exchange transaction described herein.

(c)

Creative Management shall have delivered to CMG its financial statements for the period December 31, 2007, which shall have been audited in substantial compliance with generally accepted accounting principles (“GAAP”), and financial statements for the period March 31, 2008,which shall be capable of being audited in accordance with GAAP.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF CMG

CMG hereby represents and warrants to Creative Management as follows:

3.01

Organization, Standing and Power.  CMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

3.02

Capital Structure.  As of the date of execution of this Agreement, the authorized capital stock of CMG consists of 150,000,000 shares of Common Stock with a par value of USD $0.001 per share, of which 42,400,000 shares are currently issued and outstanding. The Exchange Shares to be issued pursuant to this Agreement shall be, when issued pursuant to the terms of the resolution of the Board of Directors of CMG approving such issuance, validly issued, fully paid and nonassessable and not subject to preemptive rights.  Except as otherwise specified herein, as of the date of execution of this Agreement, there are no other options, warrants, calls, agreements or other rights to purchase or otherwise acquire from CMG at any time, or upon the happening of any stated event, any shares of the capital stock of CMG whether or not presently issued or outstanding.

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3.03

Certificate of Incorporation, Bylaws, and Minute Books.  The copies of the Articles of Incorporation and of the Bylaws of CMG which have been delivered to Creative Management are true, correct and complete copies thereof.  The minute book of CMG, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of CMG since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

3.04

Authority.  CMG has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of CMG.  No other corporate or shareholder proceedings on the part of CMG are necessary to authorize the Exchange, or the other transactions contemplated hereby.

3.05

Conflict with Other Agreements; Approvals.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a “violation”) pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of CMG or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CMG which violation would have a material adverse effect on CMG taken as a whole.  No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required by or with respect to CMG in connection with the execution and delivery of this Agreement by CMG or the consummation by CMG of the transactions contemplated hereby.

3.06

Books and Records.  CMG has made and will make available for inspection by Creative Management upon reasonable request all the books of CMG relating to the business of CMG. Such books of CMG have been maintained in the ordinary course of business.  All documents furnished or caused to be furnished to Creative Management by CMG are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

3.07

Compliance with Laws.  CMG is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties or the operation of its businesses.

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3.08

SEC Filings.

CMG filed a Form 10-KSB on February 20, 2008 and filed Form 10-Q on May 7, 2008.  As of the date hereof, CMG is current in its filing obligations.

3.09

Financial Statements.  Copies of CMG’s audited financial statements for the fiscal year ended December 31, 2007 have been delivered to Creative Management.

3.10

Banks.  CMG will deliver to Creative Management a true and complete list (in all material respects), as of the date of this Agreement, showing (1) the name of each bank in which CMG has an account or safe deposit box, and (2) the names and addresses of all signatories.

3.11

Litigation.  There is no suit, action or proceeding pending, or, to the knowledge of CMG, threatened against or affecting CMG which is reasonably likely to have a material adverse effect on CMG, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against CMG having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

3.12

Employees.  CMG has no employees or consultant contracts and is not in the process of acquiring any employees or consultant contracts.

3.13

Liens, Leases and Contracts.  CMG has no liens, encumbrances, easements, security interests or similar interests in or on any of its assets.  CMG has no leases (whether of real or personal property) contracts, promissory notes, mortgages, licenses, franchises, or other written agreement to which CMG is a party which involves or can reasonably be expected to involve aggregate future payments or receipts by CMG (whether by the terms of such lease, contract, promissory note, license, franchise or other written agreement or as a result of a guarantee of the payment of or indemnity against the failure to pay same) except any of said instruments which terminate or are cancelable without penalty.

3.14

Absence of Undisclosed Liabilities.  CMG has no liabilities of any nature, whether fixed, absolute, contingent or accrued. As of the Effective Time, CMG shall have no assets or liabilities other than those resulting from the acquisition of Creative Management.

3.15

Absence of Changes.  Since March 31, 2008 there has not been any material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of CMG.

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3.16

Tax Matters.  All taxes and other assessments and levies which CMG is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper government authorities or are held by CMG in separate bank accounts for such payment or are represented by depository receipts, and all such withholdings and collections and all other payments due in connection therewith (including, without limitation, employment taxes, both the employee’s and employer’s share) have been paid over to the government or placed in a separate and segregated bank account for such purpose.  There are no known deficiencies in income taxes for any periods and all returns, declarations, reports, estimates and statements required have been filed.  There are no liens or taxes upon any assets of CMG, except taxes not yet due.  Further, the representations and warranties as to absence of undisclosed liabilities contained in Section 3.14 includes any and all tax liabilities of whatsoever kind or nature (including, without limitation, all federal, state, local and foreign income, profit, franchise, sales, use and property taxes) due or to become due, incurred in respect of or measured by CMG income or business prior to the Effective Date.  Copies of CMG’s tax returns for years ending December 31, 2006, and 2007 have been delivered to Creative Management.

3.17

Brokers and Finders.  CMG shall be solely responsible for payment to any broker or finder retained by CMG for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated herein.

3.18

Subsidiaries.  CMG does not have any subsidiary, or own an ownership interest in any other corporation.

3.19

Valid Issuance of Securities.  The CMG Common Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

3.20

Directors, Officers and Controlling Shareholders.  No director, officer or controlling shareholder of CMG has been subject to a criminal proceeding, bankruptcy, Securities and Exchange Commission or NASD censure in the last five years nor is any such individual under investigation for any of the above.

3.21

Accuracy of Information.  No representation or warranty by CMG contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to Creative Management pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Schedules and exhibits hereto) contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein not misleading.

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3.22

Full Disclosure.  The representations and warranties of CMG contained in this Agreement (and in any schedule, exhibit, certificate or other instrument to be delivered under this Agreement) are true and correct in all material respects, and such representations and warranties do not omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.  There is no fact of which CMG has knowledge that has not been disclosed to Creative Management pursuant to this Agreement, including the schedules hereto, all taken together as a whole, which has had or could reasonably be expected to have a material adverse effect on CMG or Creative Management or materially adversely affect the ability of CMG to consummate in a timely manner the transactions contemplated hereby.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF CREATIVE MANAGEMENT GROUP, INC.

Creative Management hereby represents and warrants to CMG as follows:

4.01

Organization, Standing and Power.  Creative Management is a corporation duly organized, validly existing and in good standing under the laws of THE State of Delaware, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

4.02

Capital Structure.  The authorized capital stock of Creative Management consists of 100,000,000 shares of Common Stock with a par value of USD $0.001 per share, of which 22,135,148 shares are currently issued and outstanding.  All outstanding shares of Creative Management stock are validly issued, fully paid and nonassessable and not subject to preemptive rights or other restrictions on transfer. All of the issued and outstanding shares of Creative Management were issued in compliance with all applicable securities laws.  Except as otherwise specified herein, there are no options, warrants, calls, agreements or other rights to purchase or otherwise acquire from Creative Management at any time, or upon the happening of any stated event, any shares of the capital stock of Creative Management.

4.03

Certificate of Incorporation, Bylaws and Minute Books.  The copies of the Articles of Incorporation and of the other corporate documents of Creative Management which have been delivered to CMG are true, correct and complete copies thereof.  The minute books of Creative Management which have been made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of Creative Management since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

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4.04

Authority.  Creative Management has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction by the holders of 100% of its issued and outstanding shares which are entitled to vote to approve the proposed transaction, has the requisite power and authority to consummate the transactions contemplated hereby.  Except as specified herein, no other corporate or shareholder proceedings on the part of Creative Management are necessary to authorize the Exchange and the other transactions contemplated hereby.

4.05

Conflict with Agreements; Approvals.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate of Incorporation or Bylaws of Creative Management or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Creative Management or its properties or assets.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Creative Management in connection with the execution and delivery of this Agreement by Creative Management, or the consummation by Creative Management of the transactions contemplated hereby.

4.06

Financial Statements.  Creative Management will deliver to CMG its financial statements for the period December 31, 2007, which shall be audited in substantial compliance with generally accepted accounting principles (“GAAP”), and financial statements for the period March 31, 2008,which shall be capable of being audited in accordance with GAAP.

4.07

Books and Records.  Creative Management has made and will make available for inspection by CMG upon reasonable request all the books of account, relating to the business of Creative Management.  Such books of account of Creative Management have been maintained in the ordinary course of business.  All documents furnished or caused to be furnished to CMG by Creative Management are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

4.08

Banks.  Creative Management has delivered to CMG a true and complete list (in all material respects), as of the date of this Agreement, showing (1) the name of each bank in which CMG has an account or safe deposit box, and (2) the names and addresses of all signatories.

4.09

Compliance with Laws.  Creative Management is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties or the operation of its businesses.

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4.10

Liabilities and Obligations.  Except as otherwise provided herein, Creative Management has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Creative Management’s financial statements that have not been paid or discharged since the date thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement.

4.11

Litigation.  There is no suit, action or proceeding pending, or, to the knowledge of Creative Management threatened against or affecting Creative Management, which is reasonably likely to have a material adverse effect on Creative Management, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Creative Management having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

4.12

Taxes.  Creative Management has filed or will file within the time prescribed by law (including extension of time approved by the appropriate taxing authority) all tax returns and reports required to be filed with all jurisdictions where such filing is required by law; and Creative Management has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods. Creative Management knows of (i) no other tax returns or reports which are required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period or any basis therefore.  

4.13

Licenses, Permits; Intellectual Property.  Creative Management owns or possesses in the operation of its business all material authorizations which are necessary for it to conduct its business as now conducted.  Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under or have any material adverse effect upon any such authorizations.

4.14

Subsidiary.  Creative Management has no subsidiaries.  The term “subsidiary” shall include corporations, unincorporated associations, partnerships, joint ventures, or similar entities in which CREATIVE MANAGEMENT has an interest, direct or indirect.

4.15

Broker and Finders.  Creative Management shall be solely responsible for payment to any broker or finder retained by Creative Management for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated herein.

4.16

Directors, Officers and Controlling Shareholders.  No director, officer and controlling shareholder of Creative Management has been subject to a criminal proceeding, bankruptcy, Securities and Exchange Commission or NASD censure, or censure from any other regulatory agency in the last five years nor is any such individual under investigation for any of the above.

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4.17

Accuracy of Information.  No representation or warranty by CMG contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to Creative Management pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Schedules and exhibits hereto) contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein not misleading.

4.18

Full Disclosure.  The representations and warranties of Creative Management contained in this Agreement (and in any schedule, exhibit, certificate or other instrument to be delivered under this Agreement) are true and correct in all material respects, and such representations and warranties do not omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.  There is no fact of which Creative Management has knowledge that has not been disclosed to CMG pursuant to this Agreement, including the schedules hereto, all taken together as a whole, which has had or could reasonably be expected to have a material adverse effect on CMG or Creative Management or materially adversely affect the ability of Creative Management to consummate in a timely manner the transactions contemplated hereby.

ARTICLE 5

CONDUCT AND TRANSACTIONS PRIOR TO THE

EFFECTIVE TIME OF THE ACQUISITION

5.01

Conduct and Transactions of CMG.  During the period from the date hereof to the Effective Date, CMG shall:

(a)

Except as set forth in Section 2.02(d), conduct its operations in the ordinary course of business, including but not limited to, paying all obligations as they mature, complying with all applicable tax laws, filing all tax returns required to be filed and paying all taxes due; and

(b)

Maintain its records and books of account in a manner that fairly and correctly reflects its income, expenses, assets and liabilities.

CMG shall not during such period, except in the ordinary course of business, without the prior written consent of Creative Management:

(c)

Except as otherwise contemplated or required by this Agreement, sell, dispose of or encumber any of its properties or assets;

(d)

Except as set forth in paragraph 5.01(c) above, declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof;

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(e)

Except as set forth in paragraph 5.01(d) above, issue, reissue or sell, or issue capital stock of CMG or options or rights to subscribe to, or enter into any contract or commitment to issue, reissue or sell, any shares of its capital stock or acquire or agree to acquire any shares of its capital stock;

(f)

Except as otherwise contemplated and required by this Agreement, amend its Certificate of Incorporation or merge or consolidate with or into any other corporation or sell all or substantially all of its assets or change in any manner the rights of its capital stock or other securities;

(g)

Except as contemplated or required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000;

(h)

Incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other party, or make loans or advances to any other party other than to Creative Management;

(i)

Make any material change in its insurance coverage;

(j)

Increase in any manner the compensation, direct or indirect, of any of its officers or executive employees; except in accordance with existing employment contracts;

(k)

Enter into any agreement or make any commitment to any labor union or organization; or

(l)

Make any capital expenditures.

5.02

Conduct and Transactions of Creative Management.  During the period from the date hereof to Effective Date, Creative Management shall:

(a)

Obtain an investment letter from each shareholder of Creative Management in a form substantially like that attached hereto as ExhibitA; and

(b)

Conduct the operations of Creative Management in the ordinary course of business.

Creative Management shall not during such period, except in the ordinary course of business, without the prior written consent of CMG:

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(c)

Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof;

(d)

Issue, reissue or sell, or issue capital stock of Creative Management or options or rights to subscribe to, or enter into any contract or commitment to issue, reissue or sell, any shares of its capital stock or acquire or agree to acquire any shares of its capital stock; or other securities; or

(e)

Except as otherwise contemplated and required by this Agreement, amend its Certificate of Incorporation or merge or consolidate with or into any other corporation or sell substantially all of its assets or change in any manner the rights of its capital stock or other securities.

ARTICLE 6

RIGHTS OF INSPECTION

6.01

Due Diligence; Access to Information; Confidentiality.

(a)

Between the date hereof and the Closing Date, CMG and Creative Management shall afford to the other party and their authorized representatives the opportunity to conduct and complete a due diligence investigation of the other party as described herein.  In light of the foregoing, each party shall permit the other party full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with the right to copy) to the other party and its officers, employees, attorneys, accountants and other representatives (hereinafter collectively referred to as “Representatives”), all books, papers, and records relating to the assets, stock, properties, operations, obligations and liabilities of such party and its subsidiaries, including, without limitation, all books of account (including, without limitation, the general ledger), tax records, minute books of directors’ and stockholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, accountants’ work papers, litigation files (including, without limitation, legal research memoranda), attorney’s audit response letters, documents relating to assets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to the real and personal property), plans affecting employees, securities transfer records and stockholder lists, and any books, papers and records (collectively referred to herein as “Evaluated Material”) relating to other assets or business activities in which such party may have a reasonable interest, and otherwise provide such assistance as is reasonably requested in order that each party may have a full opportunity to make such investigation and evaluation as it shall reasonably desire to make of the business and affairs of the other party; provided, however, that the foregoing rights granted to each party shall, whether or not and regardless of the extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and covenants of the respective party set forth herein.  In addition, each party and its Representatives shall cooperate fully (including providing introductions, where necessary) with such other party to enable the party to contact third parties, including customers, prospective customers, specified agencies or others as the party deems reasonably necessary to complete its due diligence; provided that such party agrees not to initiate such contacts without the prior approval of the other party, which approval will not be unreasonably withheld.

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(b)

CMG and Creative Management agree that each such party will not use the Evaluation Material for any purpose other than in connection with the transactions contemplated hereunder.  Each agrees not to disclose or allow disclosure to others of any Evaluation Material, except to such party’s Affiliates or Representatives, in each case, to the extent necessary to permit such Affiliate or Representative to assist such party in connection with the transactions contemplated hereunder.  Each agrees that it will, within ten (10) days of the other party’s request, re-deliver to such party all copies of that party’s Evaluation Material in its possession or that of its affiliates or Representatives if the Exchange contemplated by this Agreement does not close as contemplated herein.

(c)

In the event any party or anyone to whom Evaluation Material has been transmitted in accordance with the terms herein is requested in connection with any proceeding to disclose any Evaluation Material, such party will give the other party prompt notice of such request so that the other party may seek an appropriate protective order or other remedy or waive compliance with this Agreement, and such party will cooperate with the other party to obtain such protective order.  In the event such protective order is not obtained, the other party waives compliance with the relevant provisions of this Section, such party (or such person to whom such request is directed) will furnish only that portion of the Evaluation Material which is required to be disclosed.

(d)

Notwithstanding any of the foregoing, if prior to Closing, for any reason, the transactions contemplated by this Agreement are not consummated, neither CMG nor Creative Management nor any of their Representatives shall disclose to third parties or otherwise use any Evaluation Material or other confidential information received from the other party in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement; provided, however, that nothing shall be deemed to be confidential information which:

(i)

is or becomes generally available to the public other than as a result of a disclosure by such party, its affiliates or Representatives;

(ii)

was available to such party on a non-confidential basis prior to its disclosure;

(iii)

becomes available to such party on a non-confidential basis from a source other than the other party or its agents, advisors or Representatives;

(iv)

developed by such party independently of any disclosure by the other party; or

(v)

is disclosed in compliance with Section 6.01(c).

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This provision shall not prohibit the disclosure of information required to be made under federal or state securities laws.  If any disclosure is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties.

6.02

CMG and Creative Management each agree that money damages would not be sufficient to remedy any breach by the other party of this Section, and that, in addition to all other remedies, each party against which a breach of this Section has been committed shall be entitled to specific performance and injunctive or other equitable relief as a remedy of such breach.

ARTICLE 7

CONDITIONS TO CLOSING

7.01

Conditions to Obligations of Creative Management.  The obligation of Creative Management to perform this Agreement is subject to the satisfaction of the following conditions on or before the Closing unless waived in writing by Creative Management.

(a)

Representations and Warranties.  There shall be no information disclosed in the schedules delivered by CMG, which in the opinion of Creative Management, would materially adversely affect the proposed transaction and intent of the parties as set forth in this Agreement.  The representations and warranties of CMG set forth in Article 3 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except as otherwise permitted by this Agreement.

(b)

Performance of Obligations.  CMG shall have in all material respects performed all agreements required to be performed by it under this Agreement and shall have performed in all material respects any actions contemplated by this Agreement prior to or on the Closing and CMG shall have complied in all material respects with the course of conduct required by this Agreement.

(c)

Corporate Action.  CMG shall have furnished minutes, certified copies of corporate resolutions and/or other documentary evidence satisfactory to counsel for Creative Management that CMG has submitted with this Agreement and any other documents required hereby to such parties for approval as provided by applicable law.

(d)

Consents.  Execution Consents necessary for or approval of any party listed on any Schedule delivered by CMG whose consent or approval is required pursuant thereto shall have been obtained.

(e)

Statutory Requirements.  All statutory requirements for the valid consummation by CMG of the transactions contemplated by this Agreement shall have been fulfilled.

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(f)

Governmental Approval.  All authorizations, consents, approvals, permits and orders of all federal and state governmental agencies required to be obtained by CMG for consummation of the transactions contemplated by this Agreement shall have been obtained.

(g)

Market Condition.  Up to and including the Closing Date, CMG shall have maintained its listing on the OTC Bulletin Board, without any trading and quotation halts or other notices of deficiency received by or imposed against CMG.

(h)

Changes in Financial Condition of CMG.  There shall not have occurred any material adverse change in the financial condition or in the operations of the business of CMG, except expenditures in furtherance of this Agreement.

(i)

Absence of Pending Litigation.  CMG is not engaged in or threatened with any suit, action, or legal, administrative or other proceedings or governmental investigations pertaining to this Agreement or the consummation of the transactions contemplated hereunder.

(j)

Authorization for Issuance of Stock.  Creative Management shall have received in form and substance satisfactory to counsel for Creative Management a letter instructing and authorizing the transfer agent for the shares of common stock of CMG to issue stock certificates representing ownership of CMG common stock to Creative Management shareholders in accordance with the terms of this Agreement upon surrender by such shareholders of their share certificates representing ownership of shares in Creative Management duly endorsed for transfer, and a letter from said transfer agent acknowledging receipt of the letter of instruction and stating to the effect that the Transfer Agent holds adequate supplies of stock certificates necessary to comply with the letter of instruction and the terms and conditions of this Agreement

(k)

Books and Records.  CMG shall deliver to Creative Management all books and records of CMG.

7.02

Conditions to Obligations of CMG.  The obligation of CMG to perform this Agreement is subject to the satisfaction of the following conditions on or before the Closing unless waived in writing by CMG.

(a)

Representations and Warranties.  There shall be no information disclosed in the schedules delivered by Creative Management, which in the opinion of CMG, would materially adversely affect the proposed transaction and intent of the parties as set forth in this Agreement.  The representations and warranties of Creative Management set forth in Article 4 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except as otherwise permitted by this Agreement.

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(b)

Performance of Obligations.  Creative Management shall have in all material respects performed all agreements required to be performed by it under this Agreement and shall have performed in all material respects any actions contemplated by this Agreement prior to or on the Closing and Creative Management shall have complied in all respects with the course of conduct required by this Agreement.

(c)

Corporate Action.  Creative Management shall have furnished minutes, certified copies of corporate resolutions and/or other documentary evidence satisfactory to counsel for CMG that Creative Management has submitted with this Agreement and any other documents required hereby to such parties for approval as provided by applicable law.

(d)

Consents.  Any consents necessary for or approval of any party listed on any Schedule delivered by Creative Management, whose consent or approval is required pursuant thereto, shall have been obtained.

(e)

Financial Statements.  CMG shall have been furnished with audited financial statements of Creative Management including, but not limited to, balance sheets, income statements, statements of stockholders’ equity and statements of cash flows as at and for the period December 31, 2007, which shall have been audited in substantial compliance with generally accepted accounting principles (“GAAP”), and financial statements for the period March 31, 2008,which shall be capable of being audited in accordance with GAAP, and which fairly present the financial condition and results of operations of Creative Management at the dates thereof and for the periods presented.

(f)

Statutory Requirements.  All statutory requirements for the valid consummation by Creative Management of the transactions contemplated by this Agreement shall have been fulfilled.

(g)

Governmental Approval. All authorizations, consents, approvals, permits and orders of all federal and state governmental agencies required to be obtained by Creative Management for consummation of the transactions contemplated by this Agreement shall have been obtained.

(h)

Changes in Financial Condition of Creative Management.  There shall not have occurred any material adverse change in the financial condition or in the operations of the business of Creative Management, except expenditures in furtherance of this Agreement.

(i)

Absence of Pending Litigation.  Creative Management is not engaged in or threatened with any suit, action, or legal, administrative or other proceedings or governmental investigations pertaining to this Agreement or the consummation of the transactions contemplated hereunder.

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(j)

Shareholder Approval.  Majority of Creative Management shareholders shall have provided written approval of this Agreement and Plan of Reorganization, shall have provided representations reasonably satisfactory to CMG to the effect that they own their shares of Creative Management free and clear of liens, claims or encumbrances of any kind, have the requisite power and authority to transfer such shares pursuant to and in accordance with the terms of this Agreement and Plan of Reorganization, and have delivered the share certificates representing their ownership of shares in Creative Management to CMG duly endorsed for transfer.

ARTICLE 8

MATTERS SUBSEQUENT TO CLOSING

8.01

Covenant of Further Assurance.  The parties covenant and agree that they shall, from time to time, execute and deliver or cause to be executed and delivered all such further instruments of conveyance, transfer, assignments, receipts and other instruments, and shall take or cause to be taken such further or other actions as the other party or parties to this Agreement may reasonably deem necessary in order to carry out the purposes and intent of this Agreement.

ARTICLE 9

NATURE OF REPRESENTATIONS

9.01

All statements contained in any written certificate, schedule, exhibit or other written instrument delivered by CMG or Creative Management pursuant hereto, or otherwise adopted by CMG, by its written approval, or by Creative Management by its written approval, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by CMG or Creative Management as the case may be. All representations, warranties and agreements made by either party shall survive for the period of the applicable statute of limitations.

ARTICLE 10

INDEMNIFICATION

10.01

Indemnity of Creative Management.  CMG agrees to defend, indemnify and hold harmless Creative Management from and against, and to reimburse Creative Management with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by Creative Management by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by CMG or in any document or certificate delivered by CMG pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

10.02

Indemnity of CMG. Creative Management agrees to defend, indemnify and hold harmless CMG from and against, and to reimburse CMG with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by CMG by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by Creative Management or in any document or certificate delivered by Creative Management pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

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10.03

Indemnification Procedure. A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the other party (the “Indemnifying Party”) of any claim for indemnification arising under this Article 10.  The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action.  In the event, however, that such Indemnified Party’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

ARTICLE 11

TERMINATION OF AGREEMENT AND

ABANDONMENT OF REORGANIZATION

11.01

Termination.  Anything herein to the contrary notwithstanding, this Agreement and any agreement executed as required hereunder and the acquisition contemplated hereby may be terminated at any time before the Closing as follows:

(a)

By mutual written consent of the Boards of Directors of CMG and Creative Management.

(b)

By the Board of Directors of CMG if any of the conditions set forth in Section 7.02 shall not have been satisfied by the Closing Date.

(c)

By the Board of Directors of Creative Management if any of the conditions set forth in Section 7.01 shall not have been satisfied by the Closing Date.

(d)

By the Board of Directors of Creative Management if this Agreement and Plan of Reorganization is not duly approved by the stockholders of Creative Management following a vote of the stockholders of Creative Management.

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(e)

By either of the Boards of Directors of CMG or Creative Management if the Closing Date is not on or before June 6, 2008, or such later date as CMG and Creative Management may mutually agree (except that a party seeking to terminate this Agreement pursuant to this clause may not do so if the failure to consummate the Exchange contemplated by this Agreement by such date shall be due to the action or failure to act of the party seeking to terminate the Agreement in breach of such party’s obligations under this Agreement).

11.02

Termination of Obligations and Waiver of Conditions; Payment of Expenses.  In the event this Agreement and the acquisition are terminated and abandoned pursuant to this Article 10 hereof, this Agreement shall become void and of no force and effect and there shall be no liability on the part of any of the parties hereto, or their respective directors, officers, shareholders or controlling persons to each other.  For the costs and expenses incident to its negotiation and preparation of this Agreement and any of the documents evidencing the transactions contemplated hereby, including fees, expenses and disbursements of counsel, CMG shareholders shall bear the expenses incurred by CMG, and Creative Management shareholders shall bear the expenses incurred by Creative Management.

ARTICLE 12

EXCHANGE OF SHARES

12.01

Exchange of Shares.  At the Effective Time, CMG shall issue a letter to the transfer agent of CMG with a copy of the resolution of the Board of Directors of CMG authorizing and directing the issuance of CMG shares as set forth on a list provided by Creative Management to CMG prior to the Effective Time.

12.02

Restrictions on Shares Issued to Creative Management.  Due to the fact that the offer and sale of the CMG Common Stock being issued in connection with the acquisition have not been registered under the Act by virtue of the exemption provided in Section 4(2) of such Act, such shares of CMG will contain the following legend:

The offer and sale of the shares represented by this certificate have not been registered under the Securities Act of 1933.  The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for such offer and sale under the Securities Act of 1933 or an opinion of counsel to the Corporation that such registration is not required.

ARTICLE 13

MISCELLANEOUS

13.01

Expenses.  Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

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13.02

Notices.  All notices, requests, demands or other communications hereunder shall be in writing, hand delivered or mailed by certified mail, return receipt required, or by overnight courier, receipt signature required or by facsimile transmission with verification of transmission received by the sender, to each party at the address that follows or at such other place as either party may, by written notice to the other parties hereto, direct:

If to “CMG”:

CMG Holdings, Inc.

590 Madison Avenue, 21st Floor

New York, NY 10022

Attention:  President

with a copy to:

SEC ATTORNEYS, LLC

980 Post Road East

Westport, CT 06880

Attention:  Jerry Gruenbaum, Esq.

Facsimile No.  (203) 226-8645

If to “Creative Management”:

Creative Management Group, Inc.

5601 Biscayne Boulevard

Miami, Florida 33137

Attention:  President

With a copy to:

Michael Vandetty, Esq.

5601 Biscayne Boulevard

Miami, Florida 33137

Facsimile No.  (305) 751-5259

Any such notice, when sent in accordance with the provisions hereof, shall be deemed to have been given and received (a) on the day personally delivered or faxed (with confirmation) or (b) on the second day after the day overnight delivered or (c) on the fifth day following the date mailed.

13.03

Amendment and Waiver.  The parties hereby may, by mutual agreement in writing signed by or on behalf of each party, amend this Agreement in any respect.  Any term or provision of this Agreement may be waived in writing signed by an authorized officer at any time by the party against which such waiver is to be charged, such waiver right shall include, but not be limited to, the right of either party to:

(a)

Extend the time for the performance of any of the obligations of the other;

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(b)

Waive any inaccuracies in representations by the other contained in this Agreement or in any document delivered pursuant hereto;

(c)

Waive compliance by the other with any of the covenants contained in this Agreement, and performance of any obligations by the other; and

(d)

Waive the fulfillment of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement.

Any writing on the part of a party relating to such amendment, extension or waiver as provided in this Section 12.04 shall be valid if authorized or ratified by the Board of Directors of such party.

13.04

Remedies not Exclusive.  No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.  The election of any one or more remedies by CMG or Creative Management shall not constitute a waiver of the right to pursue other available remedies.

13.05

Attorneys’ Fees.  In the event a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in ascertaining such party’s rights, in preparing to enforce, or in enforcing such party’s rights under this Agreement, whether or not it was necessary for such party to institute suit.

13.06

Governing Law; Venue.Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof.  The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in Dade County, Florida, for any lawsuit against either party arising from or related to this Agreement.

13.07

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.08

Benefit.  This Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of CMG and Creative Management and its shareholders.

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13.09

Entire Agreement.  This Agreement and the Schedules and Exhibits attached hereto, represent the entire agreement of the undersigned regarding the subject matter hereof, and supersedes all prior written or oral understandings or agreements between the parties.

13.10

Captions and Section Headings.  Captions and section headings used herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

Executed as of the date first written above.

[Signatures on Next Page]

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“CMG”	“Creative Management”
CMG Holdings, Inc.	Creative Management Group, Inc.
By: /s/ James J. Ennis, CFO & Director	By: /s/ Alan Morell, President & Director

[Missing Graphic Reference]

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EXHIBIT A

FORM OF INVESTMENT REPRESENTATION STATEMENT

PURCHASER:

ISSUER:

CMG HOLDINGS, INC.

SECURITY:

Common Stock (referred to as “Security”)

QUANTITY:

________ shares

In connection with the share exchange agreement dated May ___, 2008, and my acquisition of the above-listed Securities of the Issuer, I, the Purchaser, represent to the Issuer the following:

(1)

Investment.  I am aware of the Issuer’s business affairs and financial condition.  I am acquiring the Securities for investment for my own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).  These Securities have not been registered under the Act by reason of a specific exemption therefrom, which exemption depends on, among other things, the bona fide nature of the investment intent as expressed herein.  In this connection I understand that, in view of the Securities and Exchange Commission (“SEC”), the statutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.  I have no such intention.  I understand that I may not convert these Securities into Shares of the Issuer’s Common Stock for a period of two (2) years following my acquisition thereof.

(2)

Restrictions on Transfer Under the Act.  I further acknowledge and understand that the Securities must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available.  Moreover, I understand that the Issuer is under no obligation to register the Securities.  In addition, I understand that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or unless the Issuer receives an opinion of counsel reasonably satisfactory to the Issuer that such registration is not required.

(3)

Sales Under Rule 144.  I am aware of the adoption of Rule 144 by the SEC promulgated under the Act, which in substance permits limited public resale of securities acquired in a non- public offering subject to the satisfaction of certain conditions, including: (i) the availability of certain current public information about the Issuer, (ii) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a “ market maker,” and (iv) the amount of securities sold during any three-month period not exceeding specified limitations (generally 1% of the total shares outstanding).

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(4)

Limitations on Rule 144.  I further acknowledge and understand that the Issuer, at any time I wish to sell the Securities, may not be satisfying the public information requirement of Rule 144, and, in such case, I would be precluded from selling the Securities under Rule 144 even if the minimum holding period had been satisfied.

(5)

Sales Not Under Rule144.  I further acknowledge that, if all the requirements of Rule 144 are not met, then Regulation A, or some other registration exemption will be required; and that, although Rule 144 is not exclusive, the staff of the Commission has expressed its opinion (i) that persons proposing to sell private placement securities other than in a registered offering or pursuant to an exemption from registration is available for such offers or sales, and (ii) that such persons and the brokers who participate in the transactions do so at their own risk.

(6)

Stop Transfer Instructions.  I further understand that stop transfer instructions will be in effect with respect to the transfer of the Securities consistent with the above.

(7)

Additional Representations and Warranties.  In addition, I represent and warrant:

(i)

That I have had the opportunity to ask questions of, and receive answers from, the Issuer (or any person acting on its behalf) concerning the Issuer and my proposed investment in the Securities;

(ii)

That I have concluded that I have sufficient information upon which to base my decision to acquire the Securities;

(iii)

That I have made my own determination of the value of the Securities and have not relied upon any statements, representations or warranties of the Issuer regarding the value of the Securities or the business prospects of the Issuer;

(iv)

That I understand that in acquiring the Securities, I am making a highly speculative investment with the knowledge that the Issuer is in the initial stages of development;

(v)

That I am capable of bearing the economic risk and burdens of the investment, the possibility of complete loss of all of the investment, and the possible inability to readily liquidate the investment due to the lack of public market; and

(vi)

That I understand that, in selling and transferring the Securities, the Issuer had relied upon an exemption from the registration requirements of the Act and that, in an attempt to effect compliance with all the conditions of such exemption, the Issuer is relying in good faith upon all of my foregoing representations and warranties.

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(8)

Ownership of Creative Management Shares.

With respect to the shares of Creative Management Group, Inc. that I will exchange for the Securities (the “Creative Management Shares”) pursuant to that certain Agreement and Plan of Reorganization dated May 27, 2008 (the “Agreement”), I further represent and warrant that:

(i) I own the Creative Management Shares free and clear of liens, claims or encumbrances of any kind; and

(ii) I have the requisite power and authority to transfer such shares pursuant to and in accordance with the terms of the Agreement.

SIGNATURE OF PURCHASER

Date:

Address:

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EX-10.1

Exhibit 10.1 - Employment Agreement for Alan Morell

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is between Creative Management Group, Inc., a Delaware company (the "Company") at 5601 Biscayne Blvd. 2nd Floor, Miami Florida 33137, and Alan Morell, an individual at 505 Beachland Blvd. #195, Vero Beach, FL 32963 (the "Employee").

WITNESSETH:

WHEREAS, it is the desire of the Company to offer the Employee employment with the Company upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is the desire of the Employee to accept the Company's offer of employment with the Company upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements contained herein and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.           Employment. The Company hereby agrees to employ the Employee and the Employee hereby agrees to be employed by the Company upon the terms and subject to the conditions set forth herein for the period of employment as set forth in Section 2 hereof (the "Period of Employment").

2.           Term; Period of Employment. Subject to extension or termination as hereinafter provided, the Period of Employment hereunder shall be from January 1, 2008 the date hereof (the "Effective Date"), and through me fourth anniversary of the Effective Date. Thereafter, the Period of Employment may be extended for successive periods at the option of the Company upon delivery of written notice by the Company to the Employee, subject to acceptance by the Employee, not less than ninety (90) days prior to the expiration of the Period of Employment. The phrase "Period of Employment" as used herein shall, unless otherwise indicated: (a) specifically include any extensions permitted hereunder or provided herein, except as otherwise noted; and (b) be deemed to have terminated as of the date of any notice provided to the Employee or the Company, as applicable, pursuant to Section 9 hereof, notwithstanding the Company's obligation to pay the Employee pursuant to Subsections 9(b) and 9(c) hereof.

3.           Office and Duties. During the Period of Employment:

(a)           the Employee shall be employed as

Chairman and Chief Executive Officer to assist the Board of Directors of the Company (the "Board").  The Employee shall have the authority, duties and responsibilities reasonably prescribed by the Board in accordance with the Company Agreement, as the same may be adopted and amended from time to time. The Employee will serve as Chairman on the Company Corporate Policy Committee (the "CPC").

(b)           the Employee's office shall: (i) be located in New York, New York and/or at the Company's offices in Miami Florida, in the United States, and/or (ii) be located in the United Kingdom as designated by the Board of Managers. The Employee shall report directly to the Company Board of Directors; and

1

(c)           the Employee shall devote substantially all of his time lo the business and affairs of the Company except for vacations, illness or incapacity, as hereinafter set form. In consideration of his employment hereunder,, the Employee agrees that he shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, employee or agent of any other person, firm, corporation, business organization or other entity, engage in any trade or business activity or pursuit for his own account or for, or on behalf of, any other person, firm, corporation, business organization or other entity, irrespective of whether the same materially competes, conflicts or interferes with that of the Company or the performance of the Employee's obligations hereunder. Notwithstanding the foregoing, nothing contained herein shall be construed to prevent Employee from: (i) investing in the stock of any corporation which does not compete with the Company, which is listed on a national securities exchange or traded in the over-the-counter market if the Employee does not and will not as a result of such investment own more than five percent (5%) of the stock of such corporation; or (ii) engaging in personal business ventures to which the Employee devotes time outside of the time required to be devoted to the business of the Company hereunder.

The Employee represents and warrants that the Employee is not party to any agreement which provides for his employment with or the rendering of his services to any other individual or entity whatsoever. Further, the Employee represents and warrants that he is not party to any agreement which conflicts with or contradicts any provision hereof or otherwise restricts in any way: (i) his ability to perform his obligations hereunder; or (ii) his right to compete with a previous employer or such employer's business.

4.           Compensation. In exchange for the services rendered by the Employee pursuant hereto in any capacity during the Period of Employments including services rendered to the Company or any affiliate, subsidiary or division thereof, the Employee shall be compensated as follows:

(a)           Salary. The Company shall pay as of January 1, 2008, the Employee compensation equal to two hundred seventy five thousand dollars ($275,000.00) per annum (the "Annual Salary") at a rate of twenty two thousand nine hundred sixteen dollars and sixty six cents ($22,916.66) per month (each monthly amount, as the same may be increased or decreased from time to time by virtue of the adjustments set forth herein below, shall be defined as the "Monthly Compensation"). Such salary shall be payable as follows per month as the "Monthly Compensation" in accordance with the customary payroll practices of the Company. The Annual Salary of the Employee shall be increased or decreased on the anniversary of the Effective date as the Company board of compensation evaluates the performance of Employee, Thereafter, the Annual Salary shall be reviewed by the Board annually on each anniversary of the Effective Date.

(b)           Bonus and Warrants Employee Plan. The Company may pay the Employee bonuses of up to 50% of Employee salary annually if, in the sole judgment of the

Board of Directors, the earnings of the Company and the services of the Employee merit such bonuses. Said bonuses may be paid in cash, stock, warrants or options, at the discretion of the Company. The Company may also provide warrants in an Employee pool to Employee for stock in the Company, as determined by the Board of Directors and Company investment bankers. Employee will, upon signing this agreement, receive an additional 3,500,000 shares of stock in the company. Said shares shall carry a restriction against transfer for a period of not less than one year from date of issue. Employee accepts these 3,500,000 shares and will abide by all vesting regulations for all Senior Management as may be set or adopted by the Board of Directors as well as all rules and regulations as may be imposed by the securities laws of the United States or other governmental authority.

2

(c)           Withholding and Employment Tax. Payment of all compensation hereunder shall be subject to customary withholding tax and other employment taxes as may be required with respect to compensation paid by an employer/corporation to an employee.

5.           Business Expenses. Upon execution hereof the Company shall: (a) pay or reimburse the Employee for all reasonable travel or other expenses incurred by the Employee in connection with the performance of his duties under this Agreement, provided that the same are previously authorized by the Company, in accordance with such procedures as the Company may from time to time establish and as required to preserve any deductions for federal income taxation purposes to which the Company may be entitled; and (b) pay the Employee $600 per month as an automobile allowance and, in addition thereto, reimburse the Employee for all reasonable expenses related to maintenance of such an automobile including but not limited to, ordinary and necessary repairs, registration, insurance and fuel.

6.           Vacation. The Employee shall be entitled to annual vacation in an amount substantially the same as currently being provided by the Company to similarly titled employees.

7.           Death and Disability. In the event of the Employee's Disability (as hereinafter defined), the Company shall provide the Employee with the disability insurance benefits as as may be adopted by the "CPC". In the event of the Employee's death, the obligation of the Company to make payments pursuant to Section 4 hereof shall cease as of the date of death and the Company shall pay to the estate of the Employee any amount due to the Employee under Sections 4 and 5 which has accrued up to the date of death.

8.           Other Benefits. The Employee shall be entitled to participate in fringe benefit, deferred compensation and option plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto of the "CPC". Such additional benefits shall include, but not be limited to, paid sick leave and individual health insurance (all in accordance with the policies of the Company) and professional dues and association memberships. Except as specifically set forth, herein, the terms of and participation by the Employee in any deferred compensation plan or program shall be determined by the Company in its sole discretion. The Company shall provide the Employee with indemnification, paying legal fees as authorized by Employee and insurance as stated in the "CPC".

9.           Termination of Employment. Notwithstanding any other provision of this Agreement, employment hereunder may be terminated:

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(a)           by the Company, in the event of the Employee's death or Disability (as hereinafter defined) or for Just Cause (as hereinafter defined). "Just Cause" shall mean: (i) the Employee's indictment for, conviction of or the entering into of a plea of guilty to a crime involving a felonious act or acts, including dishonesty, fraud or moral turpitude by the Employee; (ii) the Employee's willful misconduct, gross negligence or dishonesty in the performance by the Employee of his duties; and (iii) the Employee's breach of Sections 10 or 11 hereof. The Employee shall be deemed to have a "Disability" for purposes of this Agreement if he is unable to perform, by reason of physical or mental incapacity, a material portion of his duties or obligations under this Agreement for a period of one hundred and fifty (150) consecutive days or a total of one hundred and eighty (ISO) days, whether consecutive or not, in any 365-day period. The Board shall determine whether and when the Disability of the Employee has occurred or when the Employee shall be subject to a Just Cause determination. Based upon the determination of the Board, the Company shall by written notice to the Employee given within thirty (30) days after discovery of the occurrence of an event or circumstance which constitutes "Just-Cause," specify the event or circumstance giving rise to the Company's exercise of its right hereunder. Employee has disclosed to Company that Employee filed for bankruptcy protection. Company will not consider this Just Cause or material breach for termination. With respect to Just Cause arising under Section 9(a)(i), tine Employee's employment hereunder shall be deemed terminated as of the date of such notice and, with respect to Just Cause arising under Section 9(a)(ii), the Company shall provide the Employee with thirty (30) days written notice of such violation and the Employee shall be given reasonable opportunity during such thirty (30) day period to cure the subject violation;

(b)           by the Company, other than pursuant to Section 9(a) above, in its sole and absolute discretion, provided that, in such event, the Company shall, as liquidated damages or severance pay, or both, pay the Employee an amount equal to the Employee's then Monthly Compensation multiplied by the sum of the number of months remaining during the Period of Employment (the "Termination Formula"); or

(c)           by the Employee: (i) upon any material violation of any material provision of this Agreement by the Company, which violation remains unremedied for a period of thirty (30) days after written notice of the same is delivered to the Company by the Employee;

In the event that this Agreement is terminated pursuant to Sections 9(b) or 9(c), the Employee shall be entitled to continue to participate, at the Employee's expense, per COBRA, in any health insurance plan of the Company then in place for such period as the Employee is entitled to receive severance payment hereunder.

10.           Non-Competition. In consideration of the Company's agreement to compensate the Employee as set forth herein, the Employee agrees that, during the Period of Employment and for twelve (12) months following the date of termination:

(a)           the Employee shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, stockholder, employee or agent of any other person, firm, corporation, business organization or other entity, participate in, engage in, solicit or have any financial or other interest in any activity or any business or other enterprise in any fields which at the time of termination is competitive with the business or is in substantially the same business as the Company yr any affiliate, subsidiary or division thereof (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing), as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity; and

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(b)           the Employee shall not: (i) solicit or induce any employee of the Company to terminate his employment or otherwise leave the Company's employ or hire any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing); or (ii) contact or solicit any clients or customers of the Company, either as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity.

11.           Confidential Information. The parties hereto recognize that it is fundamental to the business and operation of the Company, its affiliates, subsidiaries and divisions thereof to preserve the specialized knowledge, trade secrets, and confidential information of the foregoing concerning the field of advertising, marketing and sports/entertainment management. The strength and good-will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience through the activities undertaken by the Company, its affiliates, subsidiaries and divisions thereof. The disclosure of any of such information and the knowledge thereof on the part of competitors would be beneficial to such competitors and detrimental to the Company, its affiliates, subsidiaries and divisions thereof, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, concepts, ideas, process developments (whether or not patentable), customer and client agreements, vendor and supplier agreements and similar items or technologies. By reason of his being an employee of the Company, in the course of his employment, the Employee has or shall have access to, and has obtained or shall obtain, specialized knowledge, trade secrets and confidential information such as that described herein about the business and operation of the Company, its affiliates, subsidiaries and divisions thereof. Therefore, the Employee hereby agrees as follows, recognizing and acknowledging that the Company is relying on the following in entering into this Agreement:

(a)           The Employee hereby sells, transfers and assigns to the Company, or to any person or entity designated by the Company, any and all right, title and interest of the Employee in and to all creations, designs, inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Employee solely or jointly, in whole or in part, during the term hereof (commencing with the date of the Employee's employment with the Company) which: (i) relate to methods, apparatus, designs, products, processes or devices created, promoted, marketed, distributed, sold, leased, used, developed, relied upon or otherwise provided by the Company or any affiliate, subsidiary or division thereof; or (ii) otherwise relate to or pertain to the business, operations or affairs of the Company or any affiliate, subsidiary or division thereof. Whether during the Period of Employment or thereafter,, the Employee shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Employee to permit the Company or any person or entity designated by the Company to file, enforce and prosecute the patent applications relating to any of the foregoing and, as to copyrightable material, to obtain copyright thereon; and

(b)           Notwithstanding any earlier termination, the Employee shall, except as otherwise required or compelled by law, keep secret and retain in strict confidence, and shall not use, disclose to others, or publish any information, other than information which is in the public domain or becomes publicly available through no wrongful act on the part of the Employee, which information shall be deemed not to be confidential information, relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof including but not limited to confidential information concerning the design and marketing practices, pricing practices, costs, profit margins, products, methods., guidelines, procedures, engineering designs and standards, design specifications, analytical techniques, technical information, customer, client, vendor or supplier information, employee information, and any and all other confidential information acquired by him in the course of his past or future services for the Company or any affiliate, subsidiary or division thereof. The Employee shall hold as the Company's property all notes, memoranda, books, records, papers, letters, formulas and other data and all copies thereof and therefrom in any way relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof whether made by him or otherwise coming into his possession. Upon termination of his employment or upon the demand of the Company, at any time, the Employee shall deliver the same to the Company within five (5) business days of such termination or demand.

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12.           Reasonableness of Restrictions. The Employee hereby agrees that the restrictions in this Agreement, including without limitation, those relating to the duration of the provisions hereof and the territory to which such restrictions apply, are necessary and fundamental to the protection of the business and operation of the Company, its affiliates, subsidiaries and divisions thereof and are reasonable and valid. In addition, the Employee acknowledges that he has agreed to such restrictions voluntarily.

13.           Reformation of Certain Provisions. In the event that a court of competent jurisdiction determines that the non-compete or the confidentiality provisions hereof are unreasonably broad or otherwise unenforceable because of the length of their respective terms or the breadth of their territorial scope, or for any other reason, the parties hereto agree that such court may reform the terms and/or scope of such covenants so mat the same arc reasonable and, as reformed, shall be enforceable.

14.           Remedies. Subject to Section 15 below, in the event of a breach of any of the provisions of this Agreement, title non-breaching party shall provide written notice of such breach to the breaching parry. The breaching party shall have thirty (30) days alter receipt of such notice in which to cure its breach. If, on the thirty-first (31st) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party thereafter shall be entitled to seek damages. It is acknowledged that this Agreement is of a unique nature and of extraordinary value and of such a character that a breach hereof by the Employee shall result in irreparable damage and injury to the Company for which the Company may not have any adequate remedy at law. Therefore, if on the thirty-first (31st) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party shall also be entitled to seek a decree of specific performance against the breaching parry, or such other relief by way of restraining order, injunction or otherwise as may be appropriate to ensure compliance with this Agreement. The remedies provided by this section are non-exclusive and the pursuit of such remedies shall not in any way limit any other remedy available to the parties with respect to this Agreement, including, without limitation, any remedy available at law or equity with respect to any anticipatory or threatened breach of the provisions hereof.

15.           Certain Provisions; Specific Performance. In the event of a breach by the Employee of the non-competition or confidentiality provisions hereof, such breach shall not be subject to any cure provision hereof and the Company shall be entitled to seek immediate injunctive relief and a decree of specific performance against the Employee. Such remedy is non-exclusive and shall be in addition to any other remedy to which the Company or any affiliate, subsidiary or division thereof may be entitled.

16.           Consolidation; Merger; Sale of Assets. Nothing in this Agreement shall preclude the Company from combining, consolidating or merging with or into, transferring all or substantially all of its assets to, or entering into a partnership or joint venture with, another corporation or other entity, or electing any other kind of corporate combination, provided that, the corporation resulting from or surviving such combination, consolidation or merger, or to which such assets are transferred, or such partnership or joint venture (each a "Successor in Interest") assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger, transfer of assets or formation of such partnership or joint venture, this Agreement shall inure to the benefit of, be assumed by, and be binding upon such Successor in Interest. The term "Company," as used in this Agreement, shall be deemed to include such Successor in Interest and this Agreement shall continue in full force and effect and shall entitle the Employee and his heirs, beneficiaries and representatives to exactly the same compensation, benefits, perquisites, payments and other rights as would have been their entitlement had such combination, consolidation, merger, transfer of assets or formation of such partnership or joint venture not occurred.

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17.           Survival. Sections 10 through 15 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Employee, upon the expiration of this Agreement by its terms or otherwise).

18.           Severability. The provisions of this Agreement shall be considered severable in the event that any of such provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable. Such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are valid and enforceable and which are as similar as possible in term and intent to those provisions deemed to be invalid, void or otherwise unenforceable. Notwithstanding the foregoing, the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law.

19.           Entire Agreement; Amendment. This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof. This

Agreement may not be amended, changed, modified or discharged, nor may any provision hereof be waived, except by an instrument in writing, executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing snail be construed to modify, amend or otherwise affect any of the provisions hereof.

20.           Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if physically delivered, delivered by express mail or other expedited service or upon receipt if mailed, postage prepaid, via first class mail as follows:

(a)           To the Company:                                  Creative Management Group, Inc.

5601 BiscayneBlvd.,2nd Fl.

Miami, Florida 33137

Michael Vandetty, Esq.

(b)           To the Employee:                                  Alan Morell

505 Beachland Blvd. #195,

Vero Beach, Fl. 32963

(c)           With an additional copy                      Michael Vandetty, Esq.

by like means to each of:                    Creative Management Group Inc.

5601 Biscayne Blvd., 2nd Fl Miami, Florida

and/or to such other persons and addresses as any party hereto shall have specified in writing to the other.

21.           Assignability. This Agreement shall not be assignable by the Employee, but shall be binding upon and shall inure to the benefit of his heirs, executors, administrators and legal representatives. This Agreement shall be assignable by the Company to any affiliate, subsidiary or division thereof and to any successor in interest.

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22.           Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida and the parties agree that the courts of the State of Florida shall have exclusive jurisdiction over the parties and subject matter of this agreement and that venue of any proceeding to enforce or interpret this agreement shall lie with the County, Circuit or other courts of Miami-Dade County, Florida, without regard to the principles of conflicts of laws thereof.

23.           Waiver and Further Agreement. Any waiver of any breach of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition hereof nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

24.           Headings of No Effect. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

25.           Indemnification. To the fullest extent allowed, and in the manner provided, by Delaware law, the Company shall indemnify the Employee and hold the Employee harmless from and against any claims arising out of the Employee's performance of his services hereunder as permitted by the Certificate of Formation of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CREATIVE MANAGEMENT GROUP, INC.

By: /s/ Michael Vandetty

Michael Vandetty, General Counsel

THE EMPLOYEE

By: /s/ Alan Morell

Alan Morell

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EX-10.2

Exhibit 10.2 - Employment Agreement for James J. Ennis

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is between Creative Management Group, Inc., a Delaware company (the “Company”) at 5601 Biscayne Blvd. 2nd. Floor, Miami Florida 33137, and James J. Ennis, an individual at 590 Madison Avenue, New York, NY 10022 (the “Employee”).

WITNESSETH:

WHEREAS, it is the desire of the Company to offer the Employee employment with the Company upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is the desire of the Employee to accept the Company’s offer of employment with the Company upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements contained herein and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.           Employment.  The Company hereby agrees to employ the Employee and the Employee hereby agrees to be employed by the Company upon the terms and subject to the conditions set forth herein for the period of employment as set forth in Section 2 hereof (the “Period of Employment”).

2.           Term; Period of Employment. Subject to extension or termination as hereinafter provided, the Period of Employment hereunder shall be from January 1, 2008 the date hereof (the “Effective Date”), and through the second anniversary of the Effective Date. Thereafter, the Period of Employment may be extended for successive periods at the option of the Company upon delivery of written notice by the Company to the Employee, subject to acceptance by the Employee, not less than ninety (90) days prior to the expiration of the Period of Employment. The phrase “Period of Employment” as used herein shall, unless otherwise indicated: (a) specifically include any extensions permitted hereunder or provided herein, except as otherwise noted; and (b) be deemed to have terminated as of the date of any notice provided to the Employee or the Company, as applicable, pursuant to Section 9 hereof, notwithstanding the Company’s obligation to pay the Employee pursuant to Subsections 9(b) and 9(c) hereof.

3.           Office and Duties.  During the Period of Employment:

(a)           the Employee shall be employed as Chief Operating Officer to assist the Board of Directors of the Company (the “Board”) in the areas of Acquisitions, Finance, Budgets, Corporate Contracts, monitoring Company SEC Lawyers as mutually agreed and General Administration duties governing this area of expertise.. The Employee shall have the authority, duties and responsibilities reasonably prescribed by the Board in accordance with the Company Agreement, as the same may be adopted and amended from time to time. The Employee will serve on the Company Corporate Policy Committee (the “CPC”).

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(b)           the Employee’s office shall: (i)  be located in New York, New York and/or at the Company’s offices in Miami Florida, in the United States, and/or (ii)  be located in the United Kingdom as designated by the Board. The Employee shall report directly to the Chief Executive Officer and Chairman or a committee or representative thereof, as designated by the Board; and

(c)           the Employee shall devote substantially all of his time to the business and affairs of the Company except for vacations, illness or incapacity, as hereinafter set forth. In consideration of his employment hereunder, the Employee agrees that he shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, employee or agent of any other person, firm, corporation, business organization or other entity, engage in any trade or business activity or pursuit for his own account or for, or on behalf of, any other person, firm, corporation, business organization or other entity, irrespective of whether the same materially competes, conflicts or interferes with that of the Company or the performance of the Employee’s obligations hereunder. Notwithstanding the foregoing, nothing contained herein shall be construed to prevent Employee from: (i) investing in the stock of any corporation which does not compete with the Company, which is listed on a national securities exchange or traded in the over-the-counter market if the Employee does not and will not as a result of such investment own more than five percent (5%) of the stock of such corporation; or (ii) engaging in personal business ventures to which the Employee devotes time outside of the time required to be devoted to the business of the Company hereunder.

The Employee represents and warrants that the Employee is not party to any agreement which provides for his employment with or the rendering of his services to any other individual or entity whatsoever. Further, the Employee represents and warrants that he is not party to any agreement which conflicts with or contradicts any provision hereof or otherwise restricts in any way: (i) his ability to perform his obligations hereunder; or (ii) his right to compete with a previous employer or such employer’s business.

4.           Compensation. In exchange for the services rendered by the Employee pursuant hereto in any capacity during the Period of Employment, including services rendered to the Company or any affiliate, subsidiary or division thereof, the Employee shall be compensated as follows:

(a)           Salary.  The Company shall pay the Employee compensation equal to two hundred thousand dollars ($200,000.00) per annum (the “Annual Salary”) at a rate of sixteen thousand six hundred sixty six dollars and sixty six cents ($16,666.66) per month (each monthly amount, as the same may be increased or decreased from time to time by virtue of the adjustments set forth herein below, shall be defined as the “Monthly Compensation”). Such salary shall be payable as follows: As of January 1, 2008, Employee will receive twelve thousand dollars ($12,000.00) per month as the “Monthly Compensation” up to the closing of the public offering (which the closing of public funding transaction is anticipated in the first quarter of 2008 and subject to SEC Rules, Regulations and approvals on a best efforts basis and not guaranteed by Company) and thereafter at closing of the public offering, 100% of Employee Compensation or sixteen thousand six hundred sixty six dollars and sixty six cents ($16,666,66) per month (each monthly amount, as the same may be increased or decreased  over the “Monthly Compensation”  in accordance with the customary payroll practices of the Company. The Annual Salary of the Employee shall be increased or decreased on the anniversary of the Effective date as the Company board of compensation evaluates the performance of Employee. Thereafter, the Annual Salary shall be reviewed by the Board annually on each anniversary of the Effective Date.

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(b)           Bonus and Warrants Employee Plan. The Company may pay the Employee bonuses of up to 30% of Employee salary annually if, in the sole judgment of the Board of Directors, the earnings of the Company and the services of the Employee merit such bonuses. Said bonuses may be paid in cash, stock, warrants or options, at the discretion of the Company. The Company may also provide warrants in an Employee pool to Employee for stock in the Company, as determined by the Board of Directors and Company investment bankers. Employee will, upon signing this agreement, receive an additional 500,000 shares of stock in the company.  Said shares shall carry a restriction against transfer for a period of not less than one year from date of issue.  Employee accepts these 500,000 shares and will abide by all vesting regulations for all Senior Management as may be set or adopted  by the Board of Directors as well as all rules and regulations as may be imposed by the securities laws of the United States or other governmental authority.

(c)           Withholding and Employment Tax. Payment of all compensation hereunder shall be subject to customary withholding tax and other employment taxes as may be required with respect to compensation paid by an employer/corporation to an employee.

5.           Business Expenses.                                           Upon execution hereof the Company shall: (a) pay or reimburse the Employee for all reasonable travel or other expenses incurred by the Employee in connection with the performance of his duties under this Agreement, provided that the same are previously authorized by the Company, in accordance with such procedures as the Company may from time to time establish and as required to preserve any deductions for federal income taxation purposes to which the Company may be entitled; and (b) pay the Employee $200 per month as an automobile allowance and, in addition thereto, reimburse the Employee for all reasonable expenses related to maintenance of such an automobile including but not limited to, ordinary and necessary repairs, registration, insurance and fuel.

6.           Vacation. The Employee shall be entitled to annual vacation in an amount substantially the same as currently being provided by the Company to similarly titled employees.

7.           Death and Disability. In the event of the Employee’s Disability (as hereinafter defined), the Company shall provide the Employee with  the disability insurance benefits as as may be adopted by the “CPC”. In the event of the Employee’s death, the obligation of the Company to make payments pursuant to Section 4 hereof shall cease as of the date of death and the Company shall pay to the estate of the Employee any amount due to the Employee under Sections 4 and 5 which has accrued up to the date of death.

                8.          Other Benefits.  The Employee shall be entitled to participate in fringe benefit, deferred compensation and option plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto of the “CPC”. Such additional benefits shall include, but not be limited to, paid sick leave and individual health insurance (all in accordance with the policies of the Company) and professional dues and association memberships. Except as specifically set forth herein, the terms of and participation by the Employee in any deferred compensation plan or program shall be determined by the Company in its sole discretion. The Company shall provide the Employee with indemnification, paying legal fees as authorized by Employee and insurance as stated in the “CPC”.

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                 9.           Termination of Employment.  Notwithstanding any other provision of this Agreement, employment hereunder may be terminated:

(a)           by the Company, in the event of the Employee’s death or Disability (as hereinafter defined) or for Just Cause (as hereinafter defined). “Just Cause” shall mean: (i) the Employee’s indictment for, conviction of or the entering into of a plea of guilty to a crime involving a felonious act or acts, including dishonesty, fraud or moral turpitude by the Employee; (ii) the Employee’s willful misconduct, gross negligence or dishonesty in the performance by the Employee of his duties; and (iii) the Employee’s breach of Sections 10 or 11 hereof. The Employee shall be deemed to have a “Disability” for purposes of this Agreement if he is unable to perform, by reason of physical or mental incapacity, a material portion of his duties or obligations under this Agreement for a period of one hundred and fifty (150) consecutive days or a total of one hundred and eighty (180) days, whether consecutive or not, in any 365-day period. The Board shall determine whether and when the Disability of the Employee has occurred or when the Employee shall be subject to a Just Cause determination. Based upon the determination of the Board, the Company shall by written notice to the Employee given within thirty (30) days after discovery of the occurrence of an event or circumstance which constitutes “Just Cause,” specify the event or circumstance giving rise to the Company’s exercise of its right hereunder. Employee has disclosed to Company that Employee filed for bankruptcy protection. Company will not consider this Just Cause or material breach for termination. With respect to Just Cause arising under Section 9(a)(i), the Employee’s employment hereunder shall be deemed terminated as of the date of such notice and, with respect to Just Cause arising under Section 9(a)(ii), the Company shall provide the Employee with thirty (30) days written notice of such violation and the Employee shall be given reasonable opportunity during such thirty (30) day period to cure the subject violation;

(b)           by the Company, other than pursuant to Section 9(a) above, in its sole and absolute discretion, provided that, in such event, the Company shall, as liquidated damages or severance pay, or both, pay the Employee an amount equal to the Employee’s then Monthly Compensation multiplied by the sum of the number of months remaining during the Period of Employment (the "Termination Formula"); or

(c)           by the Employee: (i) upon any material violation of any material provision of this Agreement by the Company, which violation remains unremedied for a period of thirty (30) days after written notice of the same is delivered to the Company by the Employee;

In the event that this Agreement is terminated pursuant to Sections 9(b) or 9(c), the Employee shall be entitled to continue to participate, at the Employee’s expense, per COBRA. in any health insurance plan of the Company then in place for such period as the Employee is entitled to receive severance payment hereunder.

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10.           Non-Competition.  In consideration of the Company’s agreement to compensate the Employee as set forth herein, the Employee agrees that, during the Period of Employment and for twelve (12) months following the date of termination:

(a)           the Employee shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, stockholder, employee or agent of any other person, firm, corporation, business organization or other entity, participate in, engage in, solicit or have any financial or other interest in any activity or any business or other enterprise in any fields which at the time of termination is competitive with the business or is in substantially the same business as the Company or any affiliate, subsidiary or division thereof (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing), as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity; and

(b)           the Employee shall not: (i) solicit or induce any employee of the Company to terminate his employment or otherwise leave the Company’s employ or hire any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing); or (ii) contact or solicit any clients or customers of the Company, either as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity.

11.           Confidential Information. The parties hereto recognize that it is fundamental to the business and operation of the Company, its affiliates, subsidiaries and divisions thereof to preserve the specialized knowledge, trade secrets, and confidential information of the foregoing concerning the field of advertising, marketing and sports/entertainment management. The strength and good-will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience through the activities undertaken by the Company, its affiliates, subsidiaries and divisions thereof. The disclosure of any of such information and the knowledge thereof on the part of competitors would be beneficial to such competitors and detrimental to the Company, its affiliates, subsidiaries and divisions thereof, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, concepts, ideas, process developments (whether or not patentable), customer and client agreements, vendor and supplier agreements and similar items or technologies. By reason of his being an employee of the Company, in the course of his employment, the Employee has or shall have access to, and has obtained or shall obtain, specialized knowledge, trade secrets and confidential information such as that described herein about the business and operation of the Company, its affiliates, subsidiaries and divisions thereof. Therefore, the Employee hereby agrees as follows, recognizing and acknowledging that the Company is relying on the following in entering into this Agreement:

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(a)           The Employee hereby sells, transfers and assigns to the Company, or to any person or entity designated by the Company, any and all right, title and interest of the Employee in and to all creations, designs, inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Employee solely or jointly, in whole or in part, during the term hereof (commencing with the date of the Employee’s employment with the Company) which: (i) relate to methods, apparatus, designs, products, processes or devices created, promoted, marketed, distributed, sold, leased, used, developed, relied upon or otherwise provided by the Company or any affiliate, subsidiary or division thereof; or (ii) otherwise relate to or pertain to the business, operations or affairs of the Company or any affiliate, subsidiary or division thereof. Whether during the Period of Employment or thereafter, the Employee shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Employee to permit the Company or any person or entity designated by the Company to file, enforce and prosecute the patent applications relating to any of the foregoing and, as to copyrightable material, to obtain copyright thereon; and

(b)           Notwithstanding any earlier termination, the Employee shall, except as otherwise required or compelled by law, keep secret and retain in strict confidence, and shall not use, disclose to others, or publish any information, other than information which is in the public domain or becomes publicly available through no wrongful act on the part of the Employee, which information shall be deemed not to be confidential information, relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof including but not limited to confidential information concerning the design and marketing practices, pricing practices, costs, profit margins, products, methods, guidelines, procedures, engineering designs and standards, design specifications, analytical techniques, technical information, customer, client, vendor or supplier information, employee information, and any and all other confidential information acquired by him in the course of his past or future services for the Company or any affiliate, subsidiary or division thereof. The Employee shall hold as the Company’s property all notes, memoranda, books, records, papers, letters, formulas and other data and all copies thereof and therefrom in any way relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof whether made by him or otherwise coming into his possession. Upon termination of his employment or upon the demand of the Company, at any time, the Employee shall deliver the same to the Company within five (5) business days of such termination or demand.

12.           Reasonableness of Restrictions. The Employee hereby agrees that the restrictions in this Agreement, including without limitation, those relating to the duration of the provisions hereof and the territory to which such restrictions apply, are necessary and fundamental to the protection of the business and operation of the Company, its affiliates, subsidiaries and divisions thereof and are reasonable and valid.  In addition, the Employee acknowledges that he has agreed to such restrictions voluntarily.

13.           Reformation of Certain Provisions.  In the event that a court of competent jurisdiction determines that the non-compete or the confidentiality provisions hereof are unreasonably broad or otherwise unenforceable because of the length of their respective terms or the breadth of their territorial scope, or for any other reason, the parties hereto agree that such court may reform the terms and/or scope of such covenants so that the same are reasonable and, as reformed, shall be enforceable.

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14.           Remedies.  Subject to Section 15 below, in the event of a breach of any of the provisions of this Agreement, the non-breaching party shall provide written notice of such breach to the breaching party. The breaching party shall have thirty (30) days after receipt of such notice in which to cure its breach. If, on the thirty-first (3lst) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party thereafter shall be entitled to seek damages. It is acknowledged that this Agreement is of a unique nature and of extraordinary value and of such a character that a breach hereof by the Employee shall result in irreparable damage and injury to the Company for which the Company may not have any adequate remedy at law. Therefore, if on the thirty-first (31st) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party shall also be entitled to seek a decree of specific performance against the breaching party, or such other relief by way of restraining order, injunction or otherwise as may be appropriate to ensure compliance with this Agreement. The remedies provided by this section are non-exclusive and the pursuit of such remedies shall not in any way limit any other remedy available to the parties with respect to this Agreement, including, without limitation, any remedy available at law or equity with respect to any anticipatory or threatened breach of the provisions hereof.

15.           Certain Provisions; Specific Performance.  In the event of a breach by the Employee of the non-competition or confidentiality provisions hereof, such breach shall not be subject to any cure provision hereof and the Company shall be entitled to seek immediate injunctive relief and a decree of specific performance against the Employee. Such remedy is non-exclusive and shall be in addition to any other remedy to which the Company or any affiliate, subsidiary or division thereof may be entitled.

16.           Consolidation; Merger; Sale of Assets.  Nothing in this Agreement shall preclude the Company from combining, consolidating or merging with or into, transferring all or substantially all of its assets to, or entering into a partnership or joint venture with, another corporation or other entity, or electing any other kind of corporate combination, provided that, the corporation resulting from or surviving such combination, consolidation or merger, or to which such assets are transferred, or such partnership or joint venture (each a “Successor in Interest”) assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger, transfer of assets or formation of such partnership or joint venture, this Agreement shall inure to the benefit of, be assumed by, and be binding upon such Successor in Interest.  The term “Company,” as used in this Agreement, shall be deemed to include such Successor in Interest and this Agreement shall continue in full force and effect and shall entitle the Employee and his heirs, beneficiaries and representatives to exactly the same compensation, benefits, perquisites, payments and other rights as would have been their entitlement had such combination, consolidation, merger, transfer of assets or formation of such partnership or joint venture not occurred.

17.           Survival.  Sections 10 through 15 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Employee, upon the expiration of this Agreement by its terms or otherwise).

18.           Severability. The provisions of this Agreement shall be considered severable in the event that any of such provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable. Such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are valid and enforceable and which are as similar as possible in term and intent to those provisions deemed to be invalid, void or otherwise unenforceable. Notwithstanding the foregoing, the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law.

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19.           Entire Agreement; Amendment.  This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof. This Agreement may not be amended, changed, modified or discharged, nor may any provision hereof be waived, except by an instrument in writing, executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

20.           Notices.  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if physically delivered, delivered by express mail or other expedited service or upon receipt if mailed, postage prepaid, via first class mail as follows:

(a)           To the Company:	Creative Management Group, Inc.. 5601 Biscayne Blvd., 2nd Fl. Miami, Florida 33137 Alan Morell, Chief Executive Officer
(b)           To the Employee:	James J. Ennis 590 Madison Avenue New York, NY 10022
(c)           With an additional copy by like means to each of:	CMG Agency Attn: Legal. 5601 Biscayne Blvd., 2nd Fl Miami, Florida 33137

and/or to such other persons and addresses as any party hereto shall have specified in writing to the other.

21.           Assignability. This Agreement shall not be assignable by the Employee, but shall be binding upon and shall inure to the benefit of his heirs, executors, administrators and legal representatives. This Agreement shall be assignable by the Company to any affiliate, subsidiary or division thereof and to any successor in interest.

22.           Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida and the parties agree that the courts of the State of Florida shall have exclusive jurisdiction over the parties and subject matter of this agreement and that venue of any proceeding to enforce or interpret this agreement shall lie with the County, Circuit or other courts of Miami-Dade County, Florida , without regard to the principles of conflicts of laws thereof.

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23.           Waiver and Further Agreement.  Any waiver of any breach of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition hereof nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

24.           Headings of No Effect.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

25.           Indemnification. To the fullest extent allowed, and in the manner provided, by Delaware law, the Company shall indemnify the Employee and hold the Employee harmless from and against any claims arising out of the Employee's performance of his services hereunder as permitted by the Certificate of Formation of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CREATIVE MANAGEMENT GROUP, INC..

By: /s/ Alan Morell

Alan Morell, Chief Executive Officer

THE EMPLOYEE

By: /s/ James J. Ennis

James J. Ennis

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EX-10.3

Exhibit 10.3 - Employment Agreement for Michael Vandetty

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is between Creative Management Group, Inc., a Delaware company (the "Company") at 5601 Biscayne Blvd. 2nd. Floor, Miami Florida 33137, and Michael Vandetty, an individual, at 5601 Biscayne Blvd, Miami, FL 33137 (the "Employee").

WITNESSETH:

WHEREAS, it is the desire of the Company to offer the Employee employment with the Company upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is the desire of the Employee to accept the Company's offer of employment with the Company upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements contained herein and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.           Employment. The Company hereby agrees to employ the Employee and the Employee hereby agrees to be employed by the Company upon the terms and subject to the conditions set forth herein for the period of employment as set forth in Section 2 hereof (the "Period of Employment").

2.           Term: Period of Employment. Subject to extension or termination as hereinafter provided, the Period of Employment hereunder shall be from January 1, 2008 the date hereof (the "Effective Date"), and through the second anniversary of the Effective Date. Thereafter, the Period of Employment may be extended for successive periods at the option of the Company upon delivery of written notice by the Company to the Employee, subject to acceptance by the Employee, not less than ninety (90) days prior to the expiration of the Period of Employment. The phrase "Period of Employment" as used herein shall, unless otherwise indicated: (a) specifically include any extensions permitted hereunder or provided herein, except as otherwise noted; and (b) be deemed to have terminated as of the date of any notice provided to the Employee or the Company, as applicable, pursuant to Section 9 hereof, notwithstanding the Company's obligation to pay the Employee pursuant to Subsections 9(b) and 9(c) hereof.

3.           Office and Duties. During the Period of Employment:

(a)           the Employee shall be employed as General Counsel and Senior Corporate Vice President, Administration to assist the Board of Directors of the Company (the "Board") in the areas of Legal, Corporate Contracts, SEC Filings monitoring Company SEC Lawyers, Acquisitions as mutually agreed, Human Resources, Insurances and General Administration duties governing this area of expertise.. The Employee shall have the authority, duties and responsibilities reasonably prescribed by the Board in accordance with the Company Agreement, as the same may be adopted and amended from time to time. The Employee will serve on the Company Corporate Policy Committee (the "CPC").

(b)           the Employee's office shall: (i) be located in New York, New York and/or at the Company's offices in Miami Florida, in the United States, and/or (ii) be located in the United Kingdom as designated by the Board of Managers, The Employee shall report directly to the Chief Executive Officer and Chairman or a committee or representative thereof, as designated by the Board; and

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(c)           the Employee, upon receipt of his 1st month salary of sixteen thousand six hundred and sixty six dollars and sixty six cents ($16,666.66) shall devote substantially all of his time to tile business and affairs of the Company except for vacations, illness or incapacity, as hereinafter set forth. In consideration of his employment hereunder, the Employee agrees that he shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, employee or agent of any other person, firm, corporation, business organization or other entity, engage in any trade or business activity or pursuit for his own account or for, or on behalf of, any other person, firm, corporation, business organization or other entity, irrespective of whether the same materially competes, conflicts or interferes with that of the Company or the performance of the Employee's obligations hereunder. Notwithstanding the foregoing, nothing contained herein shall be construed to prevent Employee from: (i) investing in the stock of any corporation which does not compete with the Company, which is listed on a national securities exchange or traded in the over-the-counter market if the Employee does not and will not as a result of such investment own more than five percent (5%) of the stock of such corporation; or (ii) engaging in personal business ventures to which the Employee devotes time outside of the time required to be devoted to the business of the Company hereunder, including the private practice of law for clients other than the Company so long as the interests of said clients do not conflict with that of the Company.

The Employee represents and warrants that the Employee is not party to any agreement which provides for his employment with or the rendering of his services to any other individual or entity whatsoever. Further, the Employee represents and warrants that he is not party to any agreement which conflicts with or contradicts any provision hereof or otherwise restricts in any way: (i) his ability to perform his obligations hereunder; or (ii) his right to compete with a previous employer or such employer's business.

4.           Compensation. In exchange for the services rendered by the Employee pursuant hereto in any capacity during the Period of Employment, including services rendered to the Company or any affiliate, subsidiary or division thereof, the Employee shall be compensated as follows:

(a) Salary. The Company shall pay the Employee compensation equal to two hundred thousand dollars ($200,000.00) per annum (the "Annual Salary") at a rate of sixteen thousand six hundred sixty six dollars and sixty six cents ($16,666.66) per month (each monthly amount, as the same may be increased or decreased from tune to time by virtue of the adjustments set forth herein below, shall be defined as the "Monthly Compensation"). Such salary shall be payable as follows: As of January 1, 2008, Employee will receive 33 1/3% of Employee Compensation or five thousand five hundred and fifty five dollars and fifty five cents ($5,555.55) per month as the "Monthly Compensation" up to the closing of the public offering (which the closing of public funding transaction is anticipated in the first quarter of 2008 and subject to SEC Rules, Regulations and approvals on a best efforts basis and not guaranteed by

Company) and thereafter at closing of the public offering, an additional 33 1/3% of Employee "Monthly Compensation" or eleven thousand one hundred and eleven dollars and eleven cents ($11,111.11) per month as the "Monthly Compensation" and upon the first acquisition, 100% of Employee Compensation or sixteen thousand six hundred sixty six dollars and sixty six cents ($16,666,66) pet month (each monthly amount, as the same may be increased or decreased over the "Monthly Compensation" in accordance with the customary payroll practices of the Company. The Annual Salary of the Employee shall be increased or decreased on the anniversary of the Effective date as the Company board of compensation evaluates the performance of Employee. Thereafter, the Annual Salary shall be reviewed by the Board annually on each anniversary of the Effective Date.

(b)           Bonus and Warrants Employee Plan. The Company may pay the Employee bonuses of up to 30% of Employee salary annually if, in the sole judgment of the Board of Directors, the earnings of the Company and the services of the Employee merit such bonuses. Said bonuses may be paid in cash, stock, warrants or options, at the discretion of the Company. The Company may also provide warrants in an Employee pool to Employee for stock in the Company, as determined by the Board of Directors and Company investment bankers. Employee will, upon signing this agreement, receive an additional 1,000,000 shares of stock in the company. Said shares shall carry a restriction against transfer for a period of nut less than one year from date of issue. Employee accepts these 1,000,000 shares and will abide by the release in Exhibit A attached as well as all vesting regulations for all Senior Management as may be set or adopted by the Board of Directors as well as all rules and regulations as may be imposed by the securities laws of the United States or other governmental authority.

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(c)           Withholding and Employment Tax. Payment of all compensation hereunder shall be subject to customary withholding tax and other employment taxes as may be required with respect to compensation paid by an employer/corporation to an employee.

5.           Business Expenses. Upon execution hereof the Company shall: (a) pay or reimburse the Employee for all reasonable travel or other expenses incurred by the Employee in connection with the performance of his duties under this Agreement, provided that the same are previously authorized by the Company, in accordance with such procedures as the Company may from time to time establish and as required to preserve any deductions for federal income taxation purposes to which the Company may be entitled; and (b) pay the Employee $200 per month as an automobile allowance and, in addition thereto, reimburse the Employee for all reasonable expenses related to maintenance of such an automobile including but not limited to, ordinary and necessary repairs, registration, insurance and fuel

6.           Vacation. The Employee shall be entitled to annual vacation in an amount substantially the same as currently being provided by the Company to similarly titled employees.

7.           Death and Disability. In the event of the Employee's Disability (as hereinafter defined), the Company shall provide the Employee with the disability insurance benefits as as may be adopted by the "CPC". hi the event of the Employee's death, the obligation of the Company to make payments pursuant to Section 4 hereof shall cease as of the date of death and the Company shall pay to the estate of the Employee any amount due to the Employee under Sections 4 and 5 which has accrued up to the date of death.

8.           Other Benefits. The Employee shall be entitled to participate in fringe benefit, deferred compensation and option plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto of the "CPC". Such additional benefits shall include, but not be limited to, paid sick leave and individual health insurance (all in accordance with the policies of the Company) and professional dues and association memberships. Except as specifically set forth herein, the terms of and participation by the Employee in any deferred compensation plan or program shall be determined by the Company in its sole discretion. The Company shall provide the Employee with indemnification, paying legal fees as authorized by Employee and insurance as stated in the "CPC".

9.           Termination of Employment. Notwithstanding any other provision of this Agreement, employment hereunder may be terminated:

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(a)           by the Company, in the event of the Employee's death or Disability (as hereinafter defined) or for Just Cause (as hereinafter defined). "Just Cause" shall mean: (i) the Employee's indictment for, conviction of or the entering into of a plea of guilty to a crime involving a felonious act or acts, including dishonesty, fraud or moral turpitude by the Employee; (ii) the Employee's willful misconduct, gross negligence or dishonesty in the performance by the Employee of his duties; and (iii) the Employee's breach of Sections 10 or 11 hereof. The Employee shall be deemed to have a "Disability" for purposes of this Agreement if he is unable to perform, by reason of physical or mental incapacity, a material portion of his duties or obligations under this Agreement for a period of one hundred and fifty (150) consecutive days or a total of one hundred and eighty (180) days, whether consecutive or not, in any 365-day period. The Board shall determine whether and when the Disability of the Employee has occurred or when the Employee shall be subject to a Just Cause determination. Based upon the determination of the Board, the Company shall by written notice to the Employee given within thirty (30) days after discovery of the occurrence of an event or circumstance which constitutes "Just Cause," specify the event or circumstance giving rise to the Company's exercise of its right hereunder. Employee has disclosed to Company that Employee filed for bankruptcy protection. Company will not consider this Just Cause or material breach for termination. With respect to Just Cause arising under Section 9(a)(i), the Employee's employment hereunder shall be deemed terminated as of the date of such notice and, with respect to Just Cause arising under Section 9(a)(ii), the Company shall provide the Employee with thirty (30) days written notice of such violation and the Employee shall be given reasonable opportunity during such thirty (30) day period to cure the subject violation;

(b)           by the Company, other than pursuant to Section 9(a) above, in its sole and absolute discretion, provided that, in such event, the Company shall, as liquidated damages or severance pay, or both, pay the Employee an amount equal to the Employee's then Monthly Compensation multiplied by the sum of the number of months remaining during the Period of Employment (the "Termination Formula"); or

(c)           by the Employee: (i) upon any material violation of any material provision of this Agreement by the Company, which violation remains unremedied for a period of thirty (30) days after written notice of the same is delivered to the Company by the Employee;

In the event that this Agreement is terminated pursuant to Sections 9(b) or 9(c), the Employee shall be entitled to continue to participate, at the Employee's expense, per COBRA, in any health insurance plan of the Company then in place for such period as the Employee is entitled to receive severance payment hereunder.

10.           Non-Competition. In consideration of the Company's agreement to compensate the Employee as set forth herein, the Employee agrees that, during the Period of Employment and for twelve (12) months following the date of termination:

(a)           the Employee shall not, directly or indirectly, individually or as a member of any partnership or joint venture, or as an officer, director, stockholder, employee or agent of any other person, firm, corporation, business organization or other entity, participate in, engage in, solicit or have any financial or other interest in any activity or any business or other enterprise in any fields which at the time of termination is competitive with the business or is in substantially the same business as the Company or any affiliate, subsidiary or division thereof (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing), as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity; and

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(b)           the Employee shall not: (i) solicit or induce any employee of the Company to terminate his employment or otherwise leave the Company's employ or hire any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing); or (ii) contact or solicit any clients or customers of the Company, either as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity.

11.           Confidential Information. The parties hereto recognize that it is fundamental to the business and operation of the Company, its affiliates, subsidiaries and divisions thereof to preserve the specialized knowledge, trade secrets, and confidential information of the foregoing concerning the field of advertising, marketing and sports/entertainment management. The strength and good-will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience through the activities undertaken by the Company, its affiliates, subsidiaries and divisions thereof The disclosure of any of such information and the knowledge thereof on the part of competitors would be beneficial to such competitors and detrimental to the Company, its affiliates, subsidiaries and divisions thereof, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, concepts, ideas, process developments (whether or not patentable), customer and client agreements, vendor and supplier agreements and similar items or technologies. By reason of his being an employee of the Company, in the course of his employment, the Employee has or shall have access to, and has obtained or shall obtain, specialized knowledge, trade secrets and confidential information such as that described herein about the business and operation of the Company, its affiliates, subsidiaries and divisions thereof. Therefore, the Employee hereby agrees as follows, recognizing and acknowledging that the Company is relying on the following in entering into this Agreement:

(a)           The Employee hereby sells, transfers and assigns to the Company, or to any person or entity designated by the Company, any and all right, title and interest of the Employee in and to all creations, designs, inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Employee solely or jointly, in whole or in part, during the term hereof (commencing with the date of the Employee's employment with the Company) which: (i) relate to methods, apparatus, designs, products, processes or devices created, promoted, marketed, distributed, sold, leased, used, developed, relied upon or otherwise provided by the Company or any affiliate, subsidiary or division thereof; or (ii) otherwise relate to or pertain to the business, operations or affairs of the Company or any affiliate, subsidiary or division thereof. Whether during the Period of Employment or thereafter, the Employee shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Employee to permit the Company or any person or entity designated by the Company to file, enforce and prosecute the patent applications relating to any of the foregoing and, as to copyrightable material, to obtain copyright thereon; and

(b)           Notwithstanding any earlier termination, the Employee shall, except as otherwise required or compelled by law, keep secret and retain in strict confidence, and shall not use, disclose to others, or publish any information, other than information which is in the public domain or becomes publicly available through no wrongful act on the part of the Employee, which information shall be deemed not to be confidential information, relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof including but not limited to confidential information concerning the design and marketing practices, pricing practices, costs, profit margins, products, methods, guidelines, procedures, engineering designs and standards, design specifications, analytical techniques, technical information, customer,, client, vendor or supplier information, employee information, and any and all other confidential information acquired by him in the course of his past or future services for the Company or any affiliate, subsidiary or division thereof. The Employee shall hold as<the Company's property all notes, memoranda, books, records, papers, letters, formulas and other data and all copies thereof and therefrom in any way relating to the business, operation or other affairs of the Company, its affiliates, subsidiaries and divisions thereof whether made by him or otherwise coming into his possession. Upon termination of his employment or upon the demand of the Company, at any time, the Employee shall deliver the same to the Company within five (5) business days of such termination or demand.

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12.           Reasonableness of Restrictions. The Employee hereby agrees that the restrictions in this Agreement, including without limitation, those relating to the duration of the provisions hereof and the territory to which such restrictions apply, are necessary and fundamental to the protection of the business and operation of the Company, its affiliates, subsidiaries and divisions thereof and are reasonable and valid. In addition, the Employee acknowledges that he has agreed to such restrictions voluntarily.

13.           Reformation of Certain Provisions. In the event that a court of competent jurisdiction determines that the non-compete or the confidentiality provisions hereof arc unreasonably broad or otherwise unenforceable because of fee length of their respective terms or the breadth of their territorial scope, or for any other reason, the parties hereto agree that such

court may reform the terms and/or scope of such covenants so that the same are reasonable and, as reformed, shall be enforceable.

14.           Remedies. Subject to Section 15 below, in the event of a breach of any of the provisions of this Agreement, the non-breaching party shall provide written notice of such breach to the breaching party. The breaching party shall have thirty (30) days after receipt of siich notice in which to cure its breach. If, on the thirty-first (31st) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party thereafter shall be entitled to seek damages. It is acknowledged that this Agreement is of a unique nature and of extraordinary value and of such a character that a breach hereof by the Employee shall result in irreparable damage and injury to the Company for which the Company may not have any adequate remedy at law. Therefore, if on the thirty-first (31st) day after receipt of such notice, the breaching party shall have failed to cure such breach, the non-breaching party shall also be entitled to seek a decree of specific performance against the breaching party, or such other relief by way of restraining order, injunction or otherwise as may be appropriate to ensure compliance with this Agreement. The remedies provided by this section are non-exclusive and the pursuit of such remedies shall not in any way limit any other remedy available to the parties with respect to this Agreement, including, without limitation, any remedy available at law or equity with respect to any anticipatory or threatened breach of the provisions hereof.

15.           Certain Provisions; Specific Performance. In the event of a breach by the Employee of the non-competition or confidentiality provisions hereof, such breach shall not be subject to any cure provision hereof and the Company shall be entitled to seek immediate injunctive relief and a decree of specific performance against the Employee, Such remedy is non-exclusive and shall be in addition to any other remedy to which the Company or any affiliate, subsidiary or division thereof may be entitled.

16.           Consolidation; Merger; Sale of Assets. Nothing in this Agreement shall preclude the Company from combining, consolidating or merging with or into, transferring all or substantially all of its assets to, or entering into a partnership or joint venture with, another corporation or other entity, or electing any other kind of corporate combination, provided that, the corporation resulting from or surviving such combination, consolidation or merger, or to which such assets are transferred, or such partnership or joint venture (each a "Successor in Interest") assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger, transfer of assets or formation of such partnership or joint venture, this Agreement shall inure to the benefit of, be assumed by, and be binding upon such Successor in Interest. The term "Company," as used in this Agreement, shall be deemed to include such Successor in Interest and this Agreement shall continue in full force and effect and shall entitle the Employee and his heirs, beneficiaries and representatives to exactly the same compensation, benefits, perquisites, payments and other rights as would have been their entitlement bad such combination, consolidation, merger, transfer of assets or formation of such partnership or joint venture not occurred.

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17.           Survival. Sections 10 through 15 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Employee, upon the expiration of this Agreement by its terms or otherwise).

18.           Severability. The provisions of this Agreement shall be considered severable in the event that any of such provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable. Such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are valid and enforceable and which are as similar as possible in term and intent to those provisions deemed to be invalid, void or otherwise unenforceable. Notwithstanding the foregoing, the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law.

19.           Entire Agreement; Amendment. This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof. This Agreement may not be amended, changed, modified or discharged, nor may any provision hereof be waived, except by an instrument in writing, executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

20.           Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if physically delivered, delivered by express mail or other expedited service or upon receipt if mailed, postage prepaid, via first class mail as follows:

(a)           To the Company:                                  Creative Management Group, Inc.

5601 Biscayne Blvd., 2nd FL

Miami, Florida 33137

Alan Morell, Chief Executive Officer

(b)           To the Employee:                                  Michael Vandetty

5601 Biscayne Blvd

Miami, Fl 33137

(c)           With an additional copy                     CMG Agency Attn: Legal.

by like means to each of:                    5601 Biscayne Blvd., 2nd Fl Miami, Florida

and/or to such other persons and addresses as any party hereto shall have specified in writing to the other.

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21.           Assignability. This Agreement shall not be assignable by the Employee, but shall be binding upon and shall inure to the benefit of his heirs, executors, administrators and legal representatives. This Agreement shall be assignable by the Company to any affiliate, subsidiary or division thereof and to any successor in interest.

22.           Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida and the parties agree that the courts of the State of Florida shall have exclusive jurisdiction over the parties and subject matter of this agreement and that venue of any proceeding to enforce or interpret this agreement shall lie with the County, Circuit or other courts Of Miami-Dade County, Florida, without regard to the principles of conflicts of laws thereof.

23.           Waiver and Further Agreement. Any waiver of any breach of airy terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition hereof nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

24.           Headings of No Effect. The headings contained in this Agreement are 'for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

25.           Indemnification. To the fullest extent allowed, and in the manner provided, by Delaware law, the Company shall indemnify the Employee and hold the Employee harmless from and against any claims arising out of the Employee's performance of his services hereunder as permitted by the Certificate of Formation of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CREATIVE MANAGEMENT GROUP, INC..

By:  /s/ Alan Morell

Alan Morell, Chief Executive Officer

THE EMPLOYEE

By:  /s/ Michael Vandetty

Michael Vandetty

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EX-21.1

Exhibit 21.1 Subsidiaries of the Company

EX-99.1

Exhibit 99.1 2007 Audited Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

     Creative Management Group, Inc.

     Miami, Florida

We have audited the accompanying balance sheets of Creative Management Group, Inc., as of December 31, 2007 and 2006 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

MALONE & BAILEY, PC

www.malone-bailey.com

Houston, Texas

May 23, 2008

1

CREATIVE MANAGEMENT GROUP, INC.
BALANCE SHEETS
	12/31/07			12/31/06
ASSETS
Current Assets
Cash	$	1,213,035		$	9,630
Prepaid expense		17,454			-
Total Current Assets		1,230,489			9,630
Fixed Assets		1,159			-
TOTAL ASSETS	$	1,231,648		$	9,630
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Client payable	$	121,400		$	-
Line of credit		132,763			-
Accounts payable		139,226			18,553
Total Current Liabilities		393,389			18,553
Convertible notes payable		1,178,000			-
TOTAL LIABILITIES		1,571,389			18,553
STOCKHOLDERS' DEFICIT
Member's capital		-			(8,923	)
Common stock
100,000,000 shares authorized; par value $0.01 per share; 10,000,000 shares issued and outstanding		100,000			-
Additonal paid-in-capital		590,686			-
Accumulated deficit		(1,030,427	)		-
TOTAL STOCKHOLDERS' DEFICIT		(339,741	)		(8,923	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,231,648		$	9,630
See accompanying summary of accounting policies and notes to financial statements

2

CREATIVE MANAGEMENT GROUP, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
	2007			2006
Net revenues	$	304,927		$	247,308
Operating expenses		566,913			428,121
Income from operations		(261,986	)		(180,813	)
Other income (expense)
Interest expense		(19,956	)		-
Interest income		12,999			-
Net loss	$	(268,943	)	$	(180,813	)
See accompanying summary of accounting policies and notes to financial statements

3

CREATIVE MANAGEMENT GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
													Total
	Members			Common Stock				Additional		Accumulated			Stockholder
	Equity			Shares		Par		Paid-in Capital		Deficit			Deficit
Balances, December 31, 2005	$	3,140			-	$	-	$	-	$	-		$	3,140
Sale of member interests		168,750												168,750
Net loss		(180,813	)											(180,813	)
Balances, December 31, 2006		(8,923	)		-		-		-		-			(8,923	)
Net income through August 6, 2007		761,484												761,484
Distributions		(61,875	)											(61,875	)
Change in tax status		(690,686	)		10,000,000		100,000		590,686					-
Net loss since August 7, 2007											(1,030,427	)		(1,030,427	)
Balances, December 31, 2007	$	-			10,000,000	$	100,000	$	590,686	$	(1,030,427	)	$	(339,741	)
See accompanying summary of accounting policies and notes to financial statements

4

CREATIVE MANAGEMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
	2007			2006
Cash flows from operating activities:
Net loss	$	(268,943	)	$	(180,813	)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in:
Accounts receivable		-			10,000
Prepaid expense		(17,454	)		-
Accounts payable		242,073			10,045
Net cash used in operating activities		(44,324	)		(160,768	)
Cash flows from investing activities:
Purchase of fixed assets		(1,159	)		-
Net cash used in investing activities		(1,159	)		-
Cash flows from financing activities:
Distributions to members		(61,875	)		-
Contributions from members		-			168,750
Net borrowings on line of credit		132,763			-
Borrowing on convertible notes		1,178,000			-
Net cash provided by financing activities		1,248,888			168,750
Net change in cash		1,203,405			7,982
Cash, beginning of period		9,630			1,648
Cash, end of period	$	1,213,035		$	9,630
Income tax paid	$	-		$	-
Interest paid		-			-
Non Cash Transactions
Conversion from LLC to Corporation		690,686
See accompanying summary of accounting policies and notes to financial statements

5

CREATIVE MANAGEMENT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1               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 that operates around distinct vertical disciplines of talent management, including personal representation in the fields of sports, entertainment, personalities and literary; commercial rights, including marketing and sales, consulting, branding and image marketing and endorsements, licensing, sponsorships; and event management, including implementation, sponsorships, licensing and broadcast, production, syndication.

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

The company maintains its cash balances at two financial institutions where they are insured by the Federal Deposit Insurance Corporation up to $100,000 each.  At December 31, 2007, neither of these accounts were in excess of the limit. The company also maintains a money market investment account at one securities firm where the account is insured by the Securities Investor Protection Corporation up to $500,000 for the bankruptcy, etc., of the securities firm. At December 31, 2007, the account was in excess of the limit by $572,510.

Revenue and Cost Recognition

In general, the company recognizes revenues when earned, when the services or conditions relating to the services have been performed or satisfied by the entity, and recognizes costs when the expenses are incurred.  Depending on the terms of the client contract, revenue is derived from diverse arrangements involving fees for services performed, and commissions. The company earns consulting fees by providing branding, imaging marketing and talent placement services, event management including, implementation, and production management. The company also earns commissions through contract negotiations in talent representation and endorsement contracts. A majority of the company’s client contracts are individually negotiated and accordingly, the terms of client engagements and the bases on which the company earns commissions and fees may vary significantly.  For talent representation, the company generally records revenue net of pass-through charges as the company believes the key indicators of the business suggest we generally act as an agent on behalf of our clients.  This is recorded when we receive the gross payment.  In those businesses where the key indicators suggest the company acts as principal, the company records the gross amount billed to the client as revenue and the related costs incurred as operating expenses.  This is generally recorded as the services are provided.

6

Cash and 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 carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three to five years.

Income Taxes

As a result of the change in tax status resulting from the change in the company’s organization as a limited liability company to a corporation, the company is no longer a pass-through entity for US income tax purposes.  Income tax expense is based on reported earnings before income taxes.  Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.

Basic and Diluted Net Loss per Share

Basic loss per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For  2007, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Recently Issued Accounting Pronouncements

There were various accounting standards and interpretations issued during 2007 and 2006, none of which are expected to have a material impact on the company’s financial position, operations or cash flows.

NOTE 2                 RELATED PARTY TRANSACTIONS

During 2006 and 2007, the company shared an office space with a law firm whose owners are the principal owners of the company. The company paid the law firm for the expenses incurred by the company.

The former members of the predecessor LLC and shareholders of the company are principal lenders of the convertible notes. See Note 3 for details.

7

NOTE 3                  LINE OF CREDIT

The company obtained a credit line from Smith Barney that is secured by the cash in the company’s Smith Barney money market account.  The loan balance as of December 31, 2007 was $132,763 with $778,871 available for borrowing.  The credit line carries an annual interest rate of the bank’s prime rate.

NOTE 4                 LONG-TERM DEBT

During the period between August 14, 2007 and December 31, 2007, the company borrowed $1,178,000 under 27 convertible note agreements. Interest on these convertible notes is due and payable at 6% per annum. The maturity date is March 30, 2010.  The notes are unsecured.  $105,500 of the total notes was from relatives of one of the company’s officers.

These notes are convertible at the option of the note holders into common shares at a fixed conversion price of $0.27 per share after the common stock has traded on the open market for a period of twenty consecutive trading days at a price at or above $.324.

The company analyzed these convertible notes for derivative accounting consideration under SFAS 133 and EITF 00-19 and determined these convertible notes were conventional and the conversion option would be accounted for as equity. Therefore, derivative accounting is not applicable for these convertible notes.  The company also analyzed these convertible notes under EITF’s 98-5 and 00-19 for potential Beneficial Conversion Features.  Because the conversion is contingent on a trading price not yet attained as of December 31, 2007 or the date of this report, the intrinsic value of the conversion option will not be recognized until the contingency is triggered and therefore no accounting has occurred through December 31, 2007.  These contingently convertible securities have not been included in the calculation of diluted earnings per share because the effect would be anti-dilutive.

NOTE 5                 INCOME TAX

For periods prior to August 6, 2007, the predecessor LLC was treated as a partnership for income tax purposes. As a result, income and losses were allocated to the members on their ownership and contributions.

From August 6, 2007, the company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Under the liability method, the deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

During 2006 and 2007, the company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,000,000 at December 31, 2007, and will expire in the year 2027.

At December 31, 2007, deferred tax assets consisted of the following:

Deferred tax asset                     $            350,000

Less: valuation allowance                   (350,000)

                                                                                    ---------------------

Net deferred taxes                    $                       -

                                                                                    ============

8

NOTE 6                  EQUITY

In 2006, the company sold an aggregate of 0.625% of the LLC to three new members for total cash of $168,750.

In 2007 prior to the conversion from the LLC to the corporation, the LLC made cash distributions to the members totaling $61,875.

On August 7, 2007, the company converted from an LLC to a regular corporation through an exchange of all member units for 10,000,000 shares of the company’s common stock.  The exchange was done on a pro-rata basis whereby the members’ ownership prior to conversion was the same after conversion based on shares issued to each member in the exchange.

NOTE 7                 COMMITMENTS

In September 2007, the company entered into a consulting agreement.  The consultant has the option to convert a portion of the fees into common stock.  The company paid the consultant $63,000 through December 31, 2007 and accrued an additional $113,000 as of December 31, 2007.

In October 2007, the company entered into a consulting agreement with a company owned by the Company’s chief operating officer.  The agreement requires a monthly consulting fee of $12,000 for six months and a 5% cash placement agent fee for capital raised by the placement agent.  The placement agent has the option to waive a portion of the cash fees for placements and receive common shares instead.

The company entered into four employment agreements in 2008, all effective January 1, 2008.  The agreements require the Company to issue shares of common stock at signing and annual cash compensation.

The company entered into a three year consulting agreement in 2008, effective January 1, 2008.  The three year agreement requires the Company to issue 300,000 shares of common stock at signing and a minimum guarantee of $22,500 of cash payments for the first two years of the agreement.

In 2008, the company entered into a three month lease to operate an additional office at 590 Madison Avenue New York, NY 10022.

NOTE 8                SUBSEQENT EVENTS

On February 20, 2008, the company formed CMG Acquisitions, Inc., a Delaware company, for the purpose of acquiring companies and expansion strategy.

On February 20, 2008, the company acquired 92.6% of Pebble Beach Enterprises, Inc. (a publicly traded company).  The purpose of the acquisition was to effect a reverse merger with Pebble Beach Enterprises, Inc. at a later date.

During the period between January 1, 2008 and May 23, 2008, the company issued 12 convertible notes with an aggregate amount of $314,000. Interest on these convertible notes is due and payable at 6% per annum. The maturity date for these convertible notes is March 30, 2010.   $41,500 of these notes were issued to related parties.

During the period between January 1, 2008 and May 23, 2008, the company issued 9,645,000 for services, recorded at their fair value of $1,446,750.

9

EX-99.2

Exhibit 99.2 March 31, 2008 Financial Statements

CREATIVE MANAGEMENT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS	March 31,			December 31,
	2008			2007
CURRENT ASSETS:
Cash	$	1,693,474		$	1,213,035
Accounts receivable		440,000			-
Prepaid expense		-			17,454
Total Current Assets		2,133,474			1,230,489
Fixed assets		1,159			1,159
TOTAL ASSETS	$	2,134,633		$	1,231,648
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Clients payable	$	493,172		$	121,400
Line of credit		818,591			132,763
Accounts payable		139,226			139,226
Salary payable		1,050,000			-
Consulting payable		396,750			-
Total Current Liabilities		2,897,739			393,389
LONG-TERM LIABILITIES:
Convertible notes payable		1,492,000			1,178,000
TOTAL LIABILITIES		4,389,739			1,571,389
SHAREHOLDER'S EQUITY:
Common stock:
100,000,000 shares authorized;par value $0.01 per share;
10,000,0000 shares issued and outstanding		100,000			100,000
Additonal paid-in-capital		20,686			590,686
Accumulated deficit		(2,375,792	)		(1,030,427	)
TOTAL SHAREHOLDER EQUITY		(2,255,106	)		(339,741	)
TOTAL LIABILITIES AND SHAREHOLDER EQUITY	$	2,134,633		$	1,231,648

1

CREATIVE MANAGEMENT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(Unaudited)
	March 31,			March 31,
	2008			2007
Net revenues	$	399,167		$	61,211
Operating expenses		1,734,495			54,231
Income from operations		(1,335,328	)		6,980
Other income (expense)
Interest expense		(22,380	)		-
Interest income		12,341			-
Net income (loss)	$	(1,345,367	)	$	6,980

2

CREATIVE MANAGEMENT GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(Unaudited)
	March 31,			March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,345,367	)	$	6,980
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Changes in:
Accounts recievable		(440,000	)		-
Prepaid expense		17,454			-
Salary payable		1,050,000			-
Consulting payable		396,750			-
Client payable		371,772			-
Accounts payable		-			(457	)
Net cash provided by operating activities:		50,609			6,523
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of Pebble Beach Enterprises, Inc.		(600,000	)		-
Net cash used in operating activities:		(600,000	)		-
FINANCING ACTIVITIES:
Distributions to members		-			(15,500	)
Contributions to capital		30,000			-
Net borrowings on line of credit		685,830
Borrowing on convertible notes		314,000			-
Net cash provided by (used in) financing activities		1,029,830			(15,500	)
Net increase (decrease) in cash		480,439			(8,977	)
Cash, beginning of period		1,213,035			9,631
Cash, end of period	$	1,693,474		$	654
Income taxes paid	$	-		$	-
Interest paid		-			-

3

CREATIVE MANAGEMENT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Creative Management Group, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in its 2007 annual report in this Form 8K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2007, as reported in this Form 8K, have been omitted.

On February 20, 2008, Creative Management Group, Inc. formed CMG Acquisitions, Inc., a Delaware company, for the purpose of acquiring companies and expansion strategies.

On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble Beach Enterprises, Inc. (a publicly traded company).  The purpose of the acquisition was to effect a reverse merger with Pebble Beach Enterprises, Inc. at a later date.

The consolidated financial statements include the accounts of Creative Management Group, Inc. and its 100% owned subsidiary, CMG Acquisitions, Inc. and its majority owned subsidiary, Pebble Beach Enterprises, Inc., after elimination of all significant inter-company accounts and transactions.

NOTE 2 – SALARY PAYABLE AND CONSULTING PAYABLE

Salary Payable

Salary payable consists of 7,000,000 shares of common stock owed but not yet issued to three officers of Creative Management Goup, Inc. valued at $1,050,000.

Consulting Payable

Consulting payable consists of 2,645,000 shares of common stock owed but not yet issued to nine consultants of Creative Management Goup, Inc. valued at $396,750.

4

CREATIVE MANAGEMENT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – NOTES PAYABLE

During the period between January 1, 2008 and May 23, 2008, Creative Management Group, Inc. issued 12 convertible notes with an aggregate amount of $314,000. Interest on these convertible notes is due and payable at 6% per annum. The maturity date for these convertible notes is March 30, 2010.   $41,500 of these notes were issued to related parties.

NOTE 4 – EQUITY

On February 20, 2008, Creative Management Group, Inc. acquired 92.6% of Pebble Beach Enterprises, Inc. (a publicly traded company) for $600,000 cash.  Because the purpose of the acquisition was to recapitalize Creative Management Group, Inc. through an eventual reverse merger with Pebble Beach Enterprises, Inc., the $600,000 has been accounted for as a recapitalization cost and was a reduction to paid in capital.

In the quarter ending March 31, 2008, shareholders contributed $30,000 of cash to Creative Mangement Group, Inc.

NOTE 5 – SUBSEQUENT EVENTS

Subsequent to March 31, 2008, Creative Management Group, Inc. issued shares as follows:

·   7,000,000 shares of common stock to three officers of Creative Management Goup, Inc. valued at $1,050,000 for a previously recorded salary payable.

·   2,645,000 shares of common stock to nine consultants of Creative Management Goup, Inc. valued at $396,750 for a previously recorded consulting payable.

·   2,670,148 shares of common stock for the conversion of $720,940 of previously recorded convertible notes payable.

5

EX-99.3

Exhibit 99.3 Pro Forma Financial Statements

Unaudited Pro Forma Financial Information:

The following selected Unaudited Pro Forma Financial Information is based on the historical financial statements of CMG Holdings, Inc. and Creative Management Group, Inc. and has been prepared to illustrate the effect of Creative Management Group’s acquisition of CMG Holdings, Inc. The Unaudited Pro Forma information has been prepared treating the merger as a reverse merger whereby Creative Management Group, Inc. is the acquirer for accounting purposes. Both Creative Management Group, Inc. and CMG Holdings, Inc. report their financial results on a financial year ending December 31. The pro forma balance sheet gives effect to the acquisition of CMG Holdings, Inc. as if it occurred on March 31, 2008.

A proforma statement of operations has not been presented since the only operations that CMG Holdings, Inc. had were discontinued with the reverse merger.

On May 27, 2008, CMG Holdings, Inc. entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement” with its controlling shareholder, Creative Management Group, Inc., a privately held Delaware corporation (“Creative Management, Group, Inc.”).  Upon the closing under the Reorganization Agreement on May 27, 2008, the eighty shareholders of Creative Management Group, Inc. delivered all of their equity interests in Creative Management Group, Inc. to CMG Holdings, Inc. in exchange for shares of common stock in CMG Holdings, Inc. owned by Creative Management Group, Inc., as a result of which Creative Management Group, Inc. became a wholly-owned subsidiary of CMG Holdings, Inc. (the “Reorganization”).

Pursuant to the Reorganization Agreement, at closing, the shareholders of Creative Management Group, Inc. received one share of CMG Holdings, Inc.’s common stock previously owned by Creative Management Group Inc. for each issued and outstanding common share owned of Creative Management Group, Inc. As a result, at closing, the 22,135,148 shares of CMG Holdings, Inc. that were issued and previously owned by Creative Management Group, Inc. are now owned directly by the shareholders of Creative Management Group, Inc.  The 22,135,148 of Creative Management Group Inc. previously owned by its shareholders are now owned by CMG Holdings, Inc., thereby making Creative Management Group Inc. a wholly-owned subsidiary of CMG Holdings, Inc.. CMG Holdings, Inc. did not issue any new shares as part of the Reorganization.

Upon completion of the closing under the Reorganization Agreement, CMG Holdings, Inc. has a total of 42,400,000 shares issued and outstanding of which 20,264,852, or approximately 47.79% are held by persons who were previously shareholders of the Registrant, 22,135,148 shares, or approximately 52.21% are held by persons who were previously shareholders of Creative Management Group, Inc. and 16,144,852 shares, or approximately 38.1% are held by CMG Acquisitions, Inc., the wholly owned subsidiary of Creative Management Group, Inc.

Neither CMG Holdings, Inc. nor Creative Management Group, Inc. had any options or warrants to purchase shares of capital stock outstanding immediately prior to or following the Reorganization.

1

	Creative Management Group, Inc.
	and Subsidiaries			CMG Holdings, Inc.
	3/31/2008			3/31/2008				Adjustments			Proforma
Assets
Cash	$	456,781		$	71			$	-		$	456,852
Money market investment		1,236,693			-				-			1,236,693
Accounts receivable		440,000			-				-			440,000
Office Equipment / Computers		1,159			-				-			1,159
Total Assets	$	2,134,633		$	71			$	-		$	2,134,704
Liabilitites
Client Payable	$	493,172		$	-			$	-		$	493,172
Line of Credit		818,591			-				-			818,591
Accounts Payable		139,226			-				-			139,226
Salary Payable		1,050,000			-				-			1,050,000
Consulting Payable		396,750			-				-			396,750
Long-term debt		1,492,000			-				-			1,492,000
Total Liabilities		4,389,739			-				-			4,389,739
Equity (Deficit)
Common stock:
100,000,000 shares authorized; par value $0.01 per share;  10,000,000 shares issued and outstanding		100,000			-		(1)		(100,000	)		-
150,000,000 shares authorized; par value $0.001 per share; 42,400,000 shares issued and outstanding		-			42,400				-			42,400
Additonal paid-in-capital		20,686			6,450		(1)		51,221			78,357
Accumulated deficit		(2,375,792	)		(48,779	)	(1)		48,779			(2,375,792	)
Total Equity (Deficit)		(1,655,106	)		71				-			(1,655,035	)
Total Liabilities and Shareholder Equity (Deficit)	$	2,134,633		$	71			$	-		$	2,134,704
Notes to proforma:
(1) On May 27, 2008, the shareholders of Creative Management Group, Inc. received one share of CMG Holdings common stock previously owned by Creative Management Group Inc. for each issued and outstanding common share owned of Creative Management Group, Inc. As a result the 22,135,148 shares of CMG Holdings that were issued and previously owned by Creative Management Group, Inc. are now owned directly by the shareholders of Creative Management Group, Inc. The 22,135,148 of Creative Management Group Inc. previously owned by its shareholders are now owned by CMG Holdings, thereby making Creative Management Group Inc. a wholly-owned subsidiary of CMG Holdings. CMG Holdings did not issue any new shares as part of the Reorganization. The result is a reverse merger and recapitalization whereby Creative Management Group, Inc. is the accounting acquirer and will be recapitalized.

2