CMG Holdings, Inc. (CMGO) is a full service marketing communication holding company servicing clients in the sectors of marketing, communications, media, entertainment, event production, management and logistical services. CMGO delivers customized solutions to optimize our client's profitability by concentrating in the sectors of event management, talent management and commercial rights. Our mission is to create shareholder value by operating as a holding company, consolidating a fragmented industry through synergistic acquisitions, mergers, joint ventures and strategic hires.
Headquartered in Miami, Florida with marketing and sales offices in New York, Chicago, and Tucson, CMGO provides its clients with synergistic capabilities and services. CMGO's mission is to build a national platform of exceptional companies that deliver solutions in the area of alternative advertising, new media marketing services, commercial rights, and talent management. CMGO is seeking to expand its national presence via its acquired companies, capitalizing on their growth via the economic recovery, intellectual property of continued patents, sales and marketing, new product development and continued operations.
CMG Holdings, Inc. is a group of company. The Holding has CMG Acquisition Inc., CMGO Capital Inc., The Experiential Agency Inc, Audio Eye Inc., CMGO Logistics Inc., Empire Technologies LLC and Creative Management Group Inc.
"On target for revenues to continue to stay on pace and share structure is not being diluted the company is focused on strengthening it's balance sheet and increasing positive cash flow. Acquisitions of underutilized business are being targeted as well. "
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.......... The Most Recent Filings ...........
CMGO: The Board has no current plans to issue any of the additional shares of Common Stock that would be authorized by this proposal.
What action was taken by written consent?
We obtained stockholder consent for the approval of an amendment to our certificate of incorporation to increase our authorized shares of common stock, par value $0.001 (“Common Stock”), one hundred and fifty million (150,000,000) shares of Common Stock to four hundred and fifty million (450,000,000) shares of Common Stock (the “ Authorized Share Increase ”).
How many shares of common stock were outstanding on October 10, 2011?
On October 10, 2011, the date we received the consent of the holders of more than a majority of our outstanding Common Stock, there were outstanding 84,285,307 shares of Common Stock outstanding.
What vote was obtained to approve the amendment to the certificate of incorporation described in this information statement?
We obtained the approval of the holders of 43,514,274(float number) shares of Common Stock. Our executive officers and directors, Alan Morell, James Ennis and Michael Vandetty in the aggregate beneficially own 16,097,000 or approximately 19.1% of our outstanding Common Stock, and all of such shares were voted in favor of the amendment.
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing, capital raising ability expansion strategy, and to generally maintain our flexibility in today’s competitive and rapidly changing environment. The additional three hundred million (300,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock. Other than issuances pursuant to employee benefit plans and currently outstanding stock options,the Board has no current plans to issue any of the additional shares of Common Stock that would be authorized by this proposal. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of anti takeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendment to Articles of Incorporation to Authorize the Creation of 10,000,000 Shares of “Blank Check” Preferred Stock
We believe that for us to successfully execute our business strategy we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to investors. Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation and/or other rights in preference over the Common Stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for the Company, or as may be required by the capital markets, the Certificate of Amendment will create 10,000,000 authorized shares of “blank check” preferred stock for us to issue.
Since we do not know what the terms of any future series of preferred stock would be, the Certificate of Amendment authorizes the issuance of “blank check” preferred stock. The term “blank check” refers to preferred stock, the creation and issuance of which is authorized in advance by the stockholders, and the terms, rights and features of which are determined by the Board of Directors upon issuance. The authorization of such blank check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series. The Certificate of Amendment will provide us with increased financial flexibility in meeting future capital requirements by providing another type of security in addition to our Common Stock, as it will allow preferred stock to be available for issuance from time to time and with such features as determined by the Board for any proper corporate purpose.
Alan Morell Chairman of the Board and Cheif Executive Officer CMG Holdings, Inc. Miami , FL Sector: SERVICES / Marketing Services Officer since January 2008
63 Years Old 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) Tiger Wood's Agency and others) 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 I. Ennis Chief Financial Officer and Director CMG Holdings, Inc. Miami , FL Sector: SERVICES / Marketing Services Officer since January 2008
41 Years Old James 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. Spinning off valuable Audio Eye to shareholders in the form of dividend, retaining licensing and revenue, yet getting the debt off the CMGO company balance sheet also keeping the valuable patents. Very important technology for the digital media and marketing strategy.
----------- CMGO Most Recent News ---------------------
Thursday, August 25, 2011
Amanda Puck Announced Publicist/PR Executive of the Year!PR Newswire (Thu, Aug 25)
CMG Holdings, Inc. Negotiates Successful Book Publishing With Rodale Press for Its Agency Client John Whyte, M.D., Chief Medical Expert for Discovery Communications Marketwire (Thu, Apr 14)
CMG Holdings, Inc. Acquires Cel Art Animation Library Featuring Works From Studios Sony/Columbia, MCA/Universal, Lucasfilm and Filmation Marketwire (Wed, Apr 13)
CMG Holdings, Inc. Announces That Grass Roots Research and Distribution Releases Positive Research and Analysis Report Targeting Significant Growth for 2011 and Beyond TARGET PRICE .077 PER SHARE Marketwire (Mon, Mar 28)
CMG Holdings, Inc. Announces That Arizona Congressman Raul Grijalva Has Renewed Audio Eye License for His Congressional WebsiteMarketwire (Mon, Feb 14)
CMG Holdings, Inc.'s Wholly Owned Subsidiary AudioEye, Inc., Forms Strategic Partnership With Signature Business Solution, LLC to Establish Health Care Division Marketwire (Thu, Feb 3)
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