Current share structure: AS 450,000,000
Float 300,000,000 NO DILUTION NO TOXIC FINANCING (CONVENTIONAL FINANCING PROCURED) SHARE STRUCTURE MAXXED OUT AT 450 MILLION SHARES NO REVERSE SPLIT / NO CHANGE IN A/S CEO IS COMMITTED TO SHARE HOLDER VALUE CURRENT OTC FILER
CMG Holdings, Inc., the following report from Glenn Laken, Chairman and CEO of CMG Holdings Inc., has been developed to bring CMG shareholders up to date with the most recent company events:
On June 30, 2014 CMG filed an amended complaint against former employees and officers of XA and the entities owned by them. CMG has been grievously harmed by the actions of this group and is determined to make certain this harm is repaired. Lawrence Steckman, the attorney representing CMG in this matter, is widely admired for his expertise and experience prosecuting civil racketeering cases worldwide, and has published extensively on the subject. It is his opinion that the case filed on behalf of CMG in New York's State Supreme Court against the former employees and officers of XA meets all the qualifications and requirements for a successful and sustained Civil RICO complaint. CMG, through the filing of this suit, seeks judgment against former XA executives and staff including, but not limited to, treble damages, attorney's fees and other costs under the RICO statute.
In other news, CMG has been in discussions with a number of groups pertaining to its subsidiary, Good Gaming, an e-sports gaming and tournament site that targets amateur gamers. In late December 2014 Good Gaming held a record-breaking debut tournament in coordination with Activision Blizzard -- but as a consequence of cash flow issues related to the massive conversion of assets by the defendants in the pending RICO case, was forced to throttle back spending on this exciting new start-up. In the intervening months Good Gaming has been working in-house on refining its product, and developing new ideas and applications while searching for additional investment -- in addition to exploring the creation of a spinoff for Good Gaming, in which CMG would maintain a substantial piece of the new entity formed.
As our long-term stockholders know, until mid-2014 XA was an essential asset of CMG, with millions of dollars in revenue. We anticipate that a successful judgment against the defendants of the current lawsuit will repair a substantial amount of the damage XA suffered as a result of their actions.
When I accepted the position of chairman at CMG Holdings in in April 2014, I had no way of knowing what damage had been done to CMG by a cabal of faithless XA employees over the course of a six year conspiracy -- nor any idea that in the first four weeks of my tenure these same employees would complete their devastating plunder of CMG through a series of coordinated thefts and resignations. I have spent the last year reviewing and collating the evidence they left behind; with a view towards bringing them to justice and restoring the losses shareholders have suffered as a result. After months working for no salary against headwinds that sometimes seemed impossible to master, it appears CMG may finally be on the verge of profitability and success, due in large part to the steadfast belief of our loyal shareholders, the determination of a dedicated group of Good Gaming and new XA staffers, and the talents of one of the most respected names in the legal profession.
Good Gaming, Inc. Model Discussion (by Vik Grover, GGI's new CEO @ HDSI) Now let’s get down to some math. While these are not projections, I want to illustrate to you how powerful the Good Gaming model is. I want to run 3-4 scenarios by you, so grab your pens or prepare to type. First, our model has multiple revenues streams. 1)-subscriptions, which you can assume for now at roughly $6-$9/month depending on where we end up pricing the product with incentives, promotions, and other; 2)-tournament entries, which we estimate subscribers will pay anywhere from $6-$9/tournament although frankly I think this can range a lot higher as the business matures; 3)-purchases of Good Gaming credits to use in our Mercenary System, which we believe will range between $5-$10/month, though we have no data to backup this prediction; and 4) advertising, which is hard to pin down since our members may spend days and days on our site versus social networking sites which get 5-10 minutes a day per user, but let’s call that for now another $2/month with potential upside. That adds up to roughly $20- $25/month per subscriber. For many reasons I believe these numbers could be conservative and over time I predict the results will bear out a higher yield as our site gets populated. But for our math next, I will use $20/month per month per subscriber. Scenario 1: We have about 100K followers of our Twitter feed. $100K x $20/month = $2MM in monthly revenues or a $24MM run rate company. Let’s round up to $25MM because sometimes people will just play a tournament and not subscribe, for whatever reason. Dot.Com’s of that revenue scale typically get lower multiples of 2x-4x, so that’s a $50-100MM market cap. company. This is something within reach of our business today, based on the 9 tournament slots and our existing followers on Twitter. It may prove conservative. Scenario 2: In 2014, the 1.0 platform held a tournament for Hearthstone that was up on the burner page for 7-8 days, generating 300K hits. We were promised 14 days but were cut short due to a scheduling issue. Let’s run with 300K hits, which we believe we could have converted to subscribers if our parent had not run into difficulties and we had been able to run multiple additional tournaments as we are positioned now over a year later. 300K x $20/month = $6MM per month or $72MM per year, rounding up to $75MM for players that do not subscribe for whatever reason. Dot.Com’s of that scale get a revenue multiple of 4x-6x, which would make Good Gaming a $300-400MM market cap company. 5 Scenario 3: Using a conservative ½% share of the 205MM amateur gamer market worldwide as a base case, that suggests roughly 1.0 million subscribers. 1.0MM x $20/month = $20 million per month or $240 million per year. Again this excludes gamers who do not subscribe to our site and just show up to play tournaments without subscribing. Let’s call that $10MM a year of annual revenue which may be conservative. At ½% share of the worldwide market, this suggests Good Gaming will generate $250MM in annual revenues, and at that scale we project significant double digit cash flow margins. Multiples applied to Internet companies of that scale range from 5x-10x, suggesting a valuation of $1.25-$2.5BN. I wanted to give you a fourth and fifth scenario, targeting 1% of today’s market, ranging up to 10% of a 300MM gamer market in 2-3 years with higher monthly revenues per subscriber of $50. I was told by Mr. Laken I couldn’t go that far, **BUT** I have given you the metrics off which you can make your own model at least as far as revenues go. I want to point out that I believe this is a rising ARPU situation, where the $20/month/subscriber will rise to $50 or more. When we are running 10-20-30+ tournaments a week for multiple titles, multiple publishers, the numbers are going to get staggering. And I want to make one other point, my scenarios DO NOT include any B2B deals for licensing or white label, whereby we can take our model to a colleges and universities or a broad range of institutions, and offer them the chance to run their own competitions. That’s where the math gets even more nutty. But you have to imagine what that could be worth – Good Gaming could become the backend for eSports tournaments for major channel partners. The upside is staggering and if I say any more you’re going to think it is just silly.
Glenn Laken, 60, member of the Board, Chairman of the Board and Chief Executive Officer ("CEO")
On April 7, 2014 the Board of Directors (the "Board") of CMG Holdings Group, Inc. ("CMG Holdings" or the "the Company"), appointed Glenn Laken, 60, as a member of the Board, Chairman of the Board and Chief Executive Officer ("CEO"). Acting CEO Jeffrey Devlin will remain with the company as its Vice-Chairman of the Board.
Over the past 30 years, Mr. Laken has held multiple senior executive positions and created successful growth strategies in the financial services sector. His expansive professional experience includes working as an advisor to the 22 billion dollar Ameritech Pension fund, partnership in a Wall Street specialist firm, ownership of a Chicago clearing house with offices nationwide, and the purchase and restructuring of the Cigarette Racing Team Company. He has also enjoyed success in the area of mergers and acquisitions as an accomplished business leader.
In 2000 Mr. Laken was accused of conspiring to bribe union officials while raising money for a hedge fund and participating in an Internet stock promotion where the exact amount paid for that promotion wasn’t clearly stated. These allegations, made by a government informant, resulted in conviction after a 15-week trial, despite the fact that Mr. Laken never met any union officials, received any union monies for his fund or directly contracted for the Internet promotion.
A Company shareholder since 2010, Mr. Laken organized a shareholder group that forced changes in Company management in 2012, after careful analysis revealed that the Company was failing to reach its potential due to mismanagement by the original management team. Since orchestrating this change, Mr. Laken has worked as Company consultant, introducing Jeffrey Devlin and David Kovacs to the Board, and bringing Ron Burkhardt on as a board member and executive chairman of XA, The Experiential Agency, Inc. (“XA”). He also introduced a new subsidiary partially owned by his wife, Good Gaming Inc., to the Companies portfolio and arranged the sale of Audio Eye, Inc. stock to fund the elimination of the Company’s toxic debt.
In connection with his appointment as the Company’s CEO and Chairman, Mr. Laken was granted forty million stock options with an exercise price of $0.0155 and a five-year term. The Company anticipates entering into an employment agreement with Mr. Laken by April 30, 2014.
Mr. Laken will continue to seek new opportunities to add shareholder value through organic growth of existing assets of CMG and acquisition of undervalued private and public companies. Mr. Laken has always believed in the strength of the underlying assets of CMG, and upon his appointment as Chairman and CEO, stated, “I’m looking forward to growing CMG into a world class company.”
There are no arrangements or understandings between Mr. Laken and any other persons pursuant to which he was selected as Chairman and Chief Executive Officer. There are also no family relationships between Mr. Laken and any director or executive officer of the Company.
Every long owes Glenn Laken, CEO, a bunch of gratitude. He has saved this company from going completely under. Most of you know that I have been around a long time...before the stock went to .40 from .025. Here is my synopsis of the past 8 year history, starting with Pebble Beach..... 1. Around Feb 08..CMG inc. rev merges into Pebble Beach inc. Pebble beach management resigns and Morrel, Ennis, and Vendetty take over. Collectively there are 80 shareholders. AS is 150M
2. May 08 they close agreement..roughly 40M OS split by previous and new management.
3. Ennis almost immediately issues 12 convertible notes
4. In 2009, after foreclosing on 150k note to wagner, XA and all assets are acquired. Nice start to a friendly working relationship eh'
5. Morrel and company fail to bring in any "real revenue's" but XA seems to be doing well...Convertible's continue to be issues.
6. PPS goes from .024 to .40 when OS was reasonable.
7. Notes issuance continue's
8. Shareholders, Mr. Laken, etc...inquire why Ennis is hands off manager and
9. LOI for AudioEye 9/2009
10.3/2010 they finalize on AEYE
11.Notes continue to be issued.
12.Management creates large salaries..issues shares
13.Glenn Laken questions management
14.Management doesn't like it.
15.6/11 management announces AE spinoff realizing it cant fund them
16.8/12 they finally close AE deal
17.9/12 CEO Morel steps down. Ennis takes over.
18.Glenn Laken leads shareholders to effect change in control of CMGO
19.11/12 Official notice given to Ennis of change of control
20.11/12 GL and holders demonstrate 162M shares(55%) take over co
21.Glenn appoints highly decorated Jeff Devlin to BOD
22.12/12 Joe Wagner appointed COO
23.Glenn is literally handed garbage bags full of documents, files, etc
and has to make sense of just what past management did exactly. Starts due diligence process on XA etc.
24.2/13 AEYE shares dispensed
25.Glenn see's more clearly the mess he has been handed and calculates appx 100k Notes and 165K penalties on books..
26.Glenn Laken, CEO, develops plan to eliminate debt with AEYE shares.
27.4/13 Glenn retires Asher note saving 16.5 M shares
28.Glenn Laken, CEO, continues to clean house and get clarity on mess he was left, 8/13 announces great success in his negotiations to reduce the OS by appx 11.5% === returns 40M shares to treasury. Gets 85K note cancelled
29.During same month, re negotiates Morrels walking package, kills options and outstanding note resolved for 2M shares eliminating potential 18M to convert.
30.10/13 announce sale of AEYE shares for 1.5M..plans to eliminate all debt and inject capital into XA
31.11/13 Glenn laken pays off more debt and announces that he received 85K from Audio eye. Tells shareholders they are about to have zero convertibles on the books for first time in 3 years.
32.1/6/14 Glenn Laken announces for first time in company history it is debt free.
33.2/14 announce hiring of Burkhadt and step down of other board members.
Burkhardt comes with stellar past successes.
34.4/14 announce acquisition of Good Gaming inc.
35.4/14 CMGO announces share repurchase program effective to 4/16
36.7/14 Glenn realizes that Burkhardt is not doing what they agreed upon and announces his termination
37.9/14 Glenn accepts Devlins resignation as he provided little value to growing the business, but like Burhardt was expensing travel...etc....
38.11/14 Glenn Laken, CEO announces forensic investigation into XA revealed substantial patterns of fraud by XA management and execs. Announces lawsuit in supreme court of NY against XA fraudsters.
39.3/15 XA's asset sale to CMG finalized.
40.7/15 Glenn Laken, Chairman and CEO of CMG Holdings announced today that Company management has arranged financing for all litigation costs related to CMG’s civil RICO lawsuit against Hudson Gray, Studio AG, Mixed Company and the Hudson Defendants. Under the terms of this arrangement, CMG’s only financial responsibilities will be out of pocket expenses, such as experts and deposition costs. In return for said funding, CMG has agreed to share any recovery costs on a 67 - 33 split basis. Mr. Laken noted, “This financing arrangement is a critical component for the Company, to assure that shareholder’s claims against Hudson Gray are vigorously litigated and collected without any danger of coming up short monetarily.”
41.9/23/15 Glenn announces: CMG Holdings Group, Inc. ("CMG") is pleased to report the debt securities owned by KBM Worldwide (Asher) and its affiliates have been bought by pension funds, and are now in the hands of investors whose interests are aligned with the Company. Additionally, CMG has secured a 30-day option on its remaining toxic debt stating, "we expect to place the remaining debt in similar hands, and by so doing, pave the way for the company to move back into growth mode, which we expect to include strategic mergers and acquisitions, spin-outs, and other shareholder friendly activities." Management expects to make informational disclosures concerning these activities in the near future.
42.Glenn Laken, CEO, carries on with essentially no revenues. Funding the company on his own, he strives on.
43.9/25/15...CMG Holdings Group, Inc. (OTCQB: CMGO) announced today it has signed a letter of intent to acquire E&E Enterprises Global, Inc.
44.Hundreds of Long Shareholders give Glenn standing ovation during sharholder gathering....not really, but should happen, he deserves it.
45.10/8/15 CMG Holdings Group, Inc. (OTCQB: CMGO) today announced it has signed a letter of intent to acquire Blue Horizon Concepts, Inc. ("BHC")
46.10/15/15 CMG Holdings Group, Inc. (OTCQB: CMGO) today announced it has signed a letter of intent to acquire Transmit Program Management LLC ("TPM")
47.11/15 the Company has signed an agreement to spinout its majority owned subsidiary, Good Gaming, Inc., into a publicly tradedentity currently operating as "HDS International Corp. (HDSI/OTC)"
48.2/18/16 HDS International Corp. and CMG Holdings Group, Inc. (OTC PINK: HDSI & OTCQB: CMGO): Glenn Laken, Chairman and CEO of HDS International Corp.'s ("HDSI") parent, CMG Holdings Group, Inc. ("CMGO"), announced today that the spin-out of Good Gaming is now complete.
No matter what anyone says on these boards, it is clear and obvious, that we have a strong CEO of high character and will. Not many men would have taken on this herculean task, and with that being said, here we are with CMGO alive and with great prospects. All of this crap was dumped on him within his first month as CEO, yet he has carried on.
Tremendous potential thanks to Glenn Laken, CEO and Co.
David Kovacs Board of Directors
Jan 14th, 2014 http://www.sec.gov/Archives/edgar/data/1346655/000117892414000006/f8k1_form-cmgo.htm
A veteran of the investment banking and private equity sectors for over 10 years, Mr. Kovacs is currently the head of Investment Banking and Private Equity for Fitch Learning. Mr. Kovacs is also the Managing Director of Private Equity for Strategic Acquisitions, a $2 billion real estate investment firm. Prior to his current roles, Mr. Kovacs focused on private equity as a Managing Director at The Hinduju Group, one of the largest diversified groups in the world with over $50 billion under management. Mr. Kovacs also worked in various capacities at Citigroup and Blackstone Group in their investment banking and private equity divisions.
With the addition of Mr. Kovacs to the Board, CMG has acquired one of the most respected and brilliant minds in the world of investment and private equity. As a student at Columbia University and City University (NY), Mr. Kovacs completed his undergraduate degree at age 18, finishing the required coursework in two years and earning a triple major in Finance, Economics and Biochemistry.
The wealth of experience and breadth of knowledge that Mr. Kovacs brings to the Board will be invaluable as the Board seeks to enhance current strategies as well as devise new ones to help the company move forward with its current and future initiatives.
With his experience in mature and emerging markets as a training specialist in venture capital, investment banking, and private equity, Mr. Kovacs is also a highly coveted speaker. Mr. Kovacs has lectured at over 100 universities, including the majority of Ivy League schools. He was a lead instructor for the Securities & Exchange Commission and has given talks to industry leaders such as Barclays, JP Morgan, RBC, Morgan Stanley, Deutsche Bank and the Abu Dhabi Investment Authority.
Ok, Lets first start with this bit of news released Jan 6th, 2014
"CMG Holdings, Inc. (“CMG” or “the company”) proudly announces today that for the first time in the history of the company, it is debt free."
CMG Holdings Group inc. Quick Background Summary (FergusVI):
The company first caught my eye in February 2008. This is when Creative Management Group inc. was reverse merged into Pebble Beach Enterprises inc. There was a change in control, a name change to CMG Holdings Inc. This company was run by the old management, Alan Morell, Mike Vandetty, and Jim Ennis. The future looked bright and the OS was around 42M.
They quickly acquired the assets of Xa, The Experiential Agency in March, 2009. This was exciting because Xa was a proven revenue driver. The company has been around since 1989, through all markets. Xa proved to be their main revenue source, as the talent management and commercial rights segments produced very little income. Old management started issuing convertible notes, most likely to pay their large salaries of $675,000/yr.
In March 2010, they closed on the AudioEye acquisition. They paid $30k cash, 1.5 Million in shares and deferred capital commitments of 2.5 million over a few years. Although the IP and patents AE possesed at the time were valuable, and had good independent valuations, history shows that they were ahead of the curve with this purchase and they had a hard time funding AE, as AE wasn't able to generate much revenue at that time. It was also difficult to finance a subsidiary, under the umbrella of the holding company, so with this, AE was eventually spun off and became an independent public company trading in the OTC under symbol AEYE. CMG at the time of spinoff was able to retire senior secured notes, give shareholders a dividend, and hold around 5M shares of AE on books, and they also had revenue sharing % of future AE sales and revenue.
There is a lot I'm leaving out, but essentially the company continued (Old Management) to issue more and more convertible notes. Along the way, many organized long shareholders were accumulating millions and millions of shares. Many from the toxic convertible sales. The long shareholders had had enough and took matters into their own hands and effected a change in control, and instituted new management and a new direction. Since then, new management has made some very shareholder friendly moves. Mainly, they took the company to debt free status as cited above from the Jan 6, 2014 8K. They also reduced the OS substantially, returned shares to the treasury and nullified other outstanding convertibles. They appointed powerhouse new management additions to the BOD of CMGO and to XA. They acquired Good Gaming llC, and are making an entrance into the ever growing Esports sector. Links to follow.
New management sold a portion of their AEYE shares back to AudioEye. With these proceeds, they paid off all debt and are debt free. No convertible notes. They still retained about 2.36Million shares of AEYE on the books.
Shareholders take back control of company!!!
CMGO's recent change in control summary. This is very rare in the OTC markets.
On November 26th 2012, groups of organized long shareholders sent written correspondence to the then
current management indicating they had 55% majority of the stock and wanted to ammend the corporate bylaws.
On December 13th, 2012, The Majority shareholders were successful in taking back control of the company and appointing a new board of directors and giving current management their departure notices.
On December 19th, The new Board of Directors added new management (Joseph Wagner COO) with industry experience, finalized on termination of old management, and instituted a lock up provision on old managements CMGO shares and AE shares, and retained 55% of UsaveCT and UsaveNJ subsidiaries.
On January 22, 2013, new management informs the shareholders of increased communication and updates, a new line of credit for XA, inc., expectations of dramatic increase in revenues (Revenues were already up in 2012 - 9 months ending Revenue 7.5Million). They also informed shareholdes that AE dividend shares are with TA and ready for distribution around Mid Feb 2013. Also informed us of possible corporate name change and ticker change to better reflect main revenue driver, XA, inc.
On August 5, 2013, new management informs the shareholders through an 8K that CMGO has come to an agreement that brings closure to the termination of old management in regards to shares and debt held by the aforementioned resulting in a 11.5% reduction in the company's Outstanding Float and the elimination of an $85,000 note plus two years interest at 20%. There will be a reversal of the $85K note on the company's books.
Good Gaming, Inc.