CMG Holdings Group Inc (CMGO)

[PlayMoneyBS]

Right? With three months to prepare and 2 extra weeks, they still couldn't cobble together anything close to professional. I wonder how many crayons were broken writing the damn thing.

Hard to beat professionalism like this: "We're not on speaking terms so I'm taking my ball and going home."

NOTES PAYABLE
In 2017 the company borrowed 150,000 from 2 individuals in Ireland. 90k and 60k respectively. In 2021 the individual who was owed 90k was paid back with interest. The Ceo of CMG had a disagreement with the second lender and they have not spoken in almost 4 years, we are carrying the loan and at some point it will more than likely settle.

Can anybody translate what this is attempting to communicate?

As at December 31, 2022 the Company had a cash balance of $338,156 and working capital of $732,276 compared with a cash balance of $595,430 and a working capital of $702,906 at December 31, 2021. The decrease in cash was mainly due final receipt of settlement of a lawsuits.

How about a bit of comparison?
For FY 2022:
Revenues: $2,033,712
Cost of revenues: $1,502,046
Total operating expenses: $683,187
Net income from operations: ($151,521)

Since the CEO couldn't be bothered to do the work he is tasked with (oh the burden...), what does that give us for Q4? First, we have to do the maths since the $21K to BF Borgers CPA PC and $15K per month to the CEO doesn't seem to cover use of a calculator.

Nine Months ended September 30, 2022:
Revenues: $1,886,761
Cost of revenues: $1,379,140
Other expenses: $513,396
Net income from operations: ($5,775)

That leaves us this for Q4:
Revenues: $146,951
Cost of revenues: $122,906
Other operating expenses: $169,791
Net income from operations: ($145,746)

So, in Q4, there were revenues of almost $150K, and the company still managed to spend all of that plus an additional $150K. Sure doesn't seem sustainable, does it? The money obviously isn't going towards competent employees or adding machines...

Anybody want to unpack and translate this?

Loan Receivable

On November 15, 2019 the company entered into an agreement to a line of credit (LOC) with Pristec America Inc. (Pristec). The LOC was for $75,000. As of December 31, 2019, the Company had loaned to Pristec $67,500 at an interest rate of 12%, the loan matures in twelve (12) months. As of December 31, 2020 the Company loaned an additional $32,500 and extended the loan for another 12 months until December 31, 2023. Pristec is a late stage technology company that has 108 worldwide patents for the cold cracking of crude oil and other oil products. The Company has been granted the right to convert this loan into 100 shares of stock at price of $1,000. At the discretion of the Company, the Company has the option of entering into a revenue sharing at the same terms. Total amount owed including interest is $123,430 and $121,447 as of December 31, 2022 and 2021, respectively.

On June 24, 2020 The Company entered into an agreement with New Vacuum Technologies LLC(NVT) whereby the Company loaned NVT $50,000. During the year ended December 31, 2021 the Company loaned an additional $999,201 to NVT. NVT repaid $60,000 to the Company. The loan was originally due on December 24, 2020 at an interest rate of 10% per annum. The loan was extended on December 24, 2022 until December 24, 2023. The loan was verbally extended until December 24, 2023. The total amount owed including interest is $1,391,334 and $1,069,201 as of December 31, 2022 and 2021 respectively.

On September 3, 21022, The Company loan its CEO Glenn Laken $100,000 for personal legal fees.

Anybody else need a loan? Just call up the CEO!

Here's some fun stuff! Let's take out convertible debt so we can loan it out. Just try and figure out these terms! Who wants to try and translate?

Convertible Promissory Notes

On November 23, 2021, the Company borrowed $500,000 from GS Capital Partners LLC. The note is due and payable on November 23, 2022. The note has an interest rate of 6% per annum. The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price for each share of Common Stock at a price ("Conversion Price") of $0.0165 per share (the “Fixed Price”). Beginning on the 6th monthly anniversary of the Issuance Date of the Note, the Fixed Price shall be equal to $0.0092 per share. Provided, however that in the event,?the Company’s Common Stock trades below $0.007 per share for more than seven (7) consecutive trading days,?the Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock at a Conversion Price equal to the lower of the Fixed Price or 75% of the average of the two lowest VWAP’s of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). The conversion discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount, prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), look back period or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or penalties. During the year ended December 31, 2022 the Company borrowed an additional $222,000 under the same terms.

Hard to beat that for screwing over shareholders, eh?

This cracks me up every damn time I read it. How can someone who can't count to three be a CFO?

The Company splits its business activities during the year ended December 31, 2022 into three Reportable Segments.

I guess the SEC charging the CEO with fraud isn't a "material event," huh?

Subsequent Events

Per management review, no other material subsequent events have occurred.

Ethics, huh? Anybody read the Code of Ethics?

Code of Ethics

Our Board of Directors adopted a code of ethics, which was filed as Exhibit 14.1 to the annual report on Form 10KSB filed on February 20, 2008, and which is incorporated by reference herein. The Code of Ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

Link to code of Ethics: https://www.sec.gov/Archives/edgar/data/1346655/000110801708000111/ex14.htm