Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

Commission file number 000-51770

CMG HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		87-0733770
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2130 North Lincoln Park West 8N
Chicago, IL		60614
(Address of principal executive offices)		(Zip Code)

(773) 770-3440

Registrant's telephone number including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth company	[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of July 22, 2023, there were 438,672,016 shares of common stock of the registrant issued and outstanding.

	CMG HOLDINGS GROUP, INC. FORM 10-Q TABLE OF CONTENTS
Item #	Description	Page Numbers
	PART I FINANCIAL INFORMATION
ITEM 1	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	3
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS	16
ITEM 4	CONTROLS AND PROCEDURES	16

PART II OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	17
ITEM 1A	RISK FACTORS	17
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4	MINE SAFETY DISCLOSURES	18
ITEM 5	OTHER INFORMATION	18
ITEM 6	EXHIBITS	18

PART I FINANCIAL INFORMATION

ITEM 1- CONSOLIDATED FINANCIAL STATEMENTS

CMG HOLDINGS GROUP, INC.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED

JUNE 30, 2023 AND 2022

CONTENTS
Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)			4
Consolidated Statements of Operations for the three months and six months ended June 30, 2023 and 2022 (Unaudited)			5
Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2023 and 2021 (Unaudited)			6
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2022 (Unaudited)			7
Notes to Consolidated Financial Statements (Unaudited)			8

CMG Holdings Group, Inc.

Consolidated Balance Sheet


		June 30,			December 31,
		2023			2022
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	188,684		$	338,157
Loan to shareholder		100,000			100,000
Loan receivable		1,586,639			1,514,764

Total current assets		1,875,323			1,952,921

Property and equipment		1,241			2,483


Total Assets	$	1,876,564		$	1,955,404

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accrued liabilities	$	58,511		$	39,011
Deferred compensation		443,014			385,514
Loan from outside party		15,000			15,000
Loan payable		712,000			722,000
Note payable		60,000			60,000

Total current liabilities		1,288,525			1,221,525

TOTAL LIABILITIES		1,288,525			1,221,525

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Common Stock 450,000,000 shares authorized; $0.001 par value,
438,672,016 shares issued and outstanding
as of June 30, 2023 and December 31, 2022, respectively		438,672			438,672
Additional paid in capital		14,630,689			14,630,689
Accumulated deficit		(14,481,322	)		(14,335,482	)

TOTAL STOCKHOLDERS DEFICIT		588,039			733,879

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,876,564		$	1,955,404

The accompanying notes are an integral part of these financial statements.

CMG Holdings Group, Inc.

Consolidated Statements of Operations

Unaudited


	For the three months ended						For the six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenues	$	319,811		$	567,627		$	479,425		$	975,556

Cost of revenues		144,450			479,585			273,943			769,502

Gross Profit		175,361			88,042			205,482			206,054

Operating expenses
General and administrative expenses		244,111			157,656			394,125			305,681
Total operating expenses		244,111			157,656			394,125			305,681

Net income from operations		(68,750	)		(69,614	)		(188,643	)		(99,627	)

Other income
Settlement of Hudson Gray		—			—			—			—
Settlement of loan payable		—			—			—			—
PPP loan forgiveness		—			62,500			—			62,500
Interest expense		(14,322	)		(14,233	)		(24,072	)		(35,130	)
Interest income		34,450			27,363			66,875			56,289
		—			—			—			—
Total other income		20,128			75,630			42,803			83,659

Net income	$	(48,622	)	$	6,016		$	(145,840	)	$	(15,968	)

The accompanying notes are an integral part of these financial statements.

CMG Holdings Group, Inc.

Consolidated Statement of Stockholders Equity


	Preferred Stock			Common Stock
								Additional							Total
	Number of			Number of				Paid In		Treasury		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stock		Deficit			Equity
Balance December 31, 2021	—	$	—	438,672,016	$	438,672	$	14,630,689	$	—	$	(14,353,100	)	$	716,261

Net Income(Loss) for the year	—		—	—		—		—		—		(15,968	)		(15,968	)

Balance June 30, 2022	—		—	438,672,016	$	438,672	$	14,630,689	$	—	$	(14,369,258	)	$	700,305

	Preferred Stock			Common Stock
								Additional							Total
	Number of			Number of				Paid In		Treasury		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stock		Deficit			Equity
Balance December 31, 2022	—		—	438,672,016		438,672		14,630,689		—		(14,335,482	)		733,879

Net Income(Loss) for the year	—		—	—		—		—		—		(145,840	)		(145,840	)

Balance June 30, 2023	—	$	—	438,672,016	$	438,672	$	14,630,689	$	—	$	(14,481,322	)	$	588,039

The accompanying notes are an integral part of these financial statements.

CMG Holdings Group, Inc.
Consolidated Statement of Cash Flows
Unaudited

		For the six			For the six
		months ended			months ended
		June 30, 2022			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	(145,840	)	$	(15,968	)
Adjustments to reconcile net income to cash used in operating activities

Prepaid legal fees		—			—
Gain on sale of stock		—			—
PPP loan forgiveness		—			(62,500	)
Depreciation		1,242			1,857
Deferred compensation		90,000			90,000
Interest income		(66,875	)		(56,289	)
Interest expense		19,500			35,130
Accounts payable		—			—

Net cash used in operations		(101,973	)		(7,770	)

CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable		—			—
Proceeds from repayment of notes receivable		12,000			—
Payments of loan payable		(10,000	)		—
Payment of notes receivable		(17,000	)		(16,840	)
Payment of deferred compensation		(32,500	)		(122,500	)
Net cash used in investing activities		(47,500	)		(139,340	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		—			—

Net increase in cash		(149,473	)		(147,110	)
Cash, beginning of period		338,157			595,430
Cash, end of period	$	188,684		$	448,320

The accompanying notes are an integral part of these financial statements.

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

1 Nature of Operations and Continuance of Business

Creative Management Group, Inc. was formed in Delaware on August 13, 2002 as a limited liability company named Creative Management Group, LLC. On August 7, 2007, this entity converted to a corporation. The Company is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication.

The Company’s operating subsidiaries are XA - The Experiential Agency, Inc. - which is a sports, entertainment, marketing and management company providing event management implementation, sponsorships, licensing and broadcast, production and syndication. Its President is Alexis Laken, the daughter of the Company’s president. The other subsidiary is Lincoln Acquisition Corp. which was formed for the purpose of liquidating shares in Good Gaming, Inc. and any other investment shares which might be held by CMG at any given time.

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

2 Summary of Significant Accounting

a) Basis of Presentation and Principle of Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, XA THE EXPERIENTIAL AGENCY INC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.

b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and li abilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allownaces. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2023 and December 31, 2022 the Company had no cash equivalents.

d) Basic and Diluted Net Income Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated Financial Statements

Summary of Significant Accounting Policies (Continued)

e) Financial Instruments

ASC 820, '" Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets

or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identic al assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level I" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

t) Property and Equipment

Property and equipment are comprised of a vehicle and is amortized on a straight-line basis over an expected

useful life of three years. Maintenance and repairs are charged to expense as incurred.

g) Impairment of long lived assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

h) Reclassifications

Certain prior period amounts have been reclassified to conform to current presentation.

i) Substantial doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s negative cash flow from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated financial Statements

3 Loan Receivable

On November 15, 2019 the company entered into an agreement to a line of credit (LOC) with Pristec America Inc. (Pristec). The LOC was for $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 $125,430 and $123,430 as of June 30, 2023 and December 31, 2022, 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 $1,459,209 and $1,391,334 as of June 30, 2023 and December 31, 2022 respectively.

On September 3, 2022, The Company loan its CEO Glenn Laken $100,000 for personal legal fees.

4 Equity

Common Stock

During the periods ended June 30, 2023 and December 31, 2022, the Company did not sell any shares of its $0.001 par value per share common stock.

Common Stock Warrants

During the periods ended June 30, 2023 and December 31, 2022, the Company did not issue any warrants for its common shares. On December 15, 2017, the Company's Board of Directors lowered the strike price on the outstanding 40,000,000 Warrants previously issued to Glenn Laken to $0.0035 and extended the expiration date for an additional five (5) years. These warrants were extended to December 15, 2022. They were extended again to December 15, 2027. The remaining life at June 30, 2023 is 4 years 6 months(54 months)

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated financial Statements

5 Notes Payable

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. At June 30, 2023 the balanced owed was $712,000.

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(90,000) 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.

6 Legal Proceedings

We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated financial Statements

7 Income Taxes

The Company has a net operating loss carried forward of $14,481,322 available to offset taxable income in future years which commence expiring in 2030. The Company is subject to United States federal and state income taxes at an approximate rate of 21% (2022 and 2021). As at June 30, 2023 and December 31, 2022, the Company had no uncertain tax positions.

	2023			2022
Income tax recovery at Statutory rate	$	30,626		$	4,515
Permanent differences and other		—			—
Valuation allowance change		(30,626	)		(4,515	)
Provision for income taxes	$	—		$	—

The significant components of deferred income tax assets and liabilities at June 30, 2023 and December 31, 2022

are as follows:

	2023			2022
Net operating loss carried forward	$	14,481,322		$	14,331,600
Valuation allowance	$	(14,481,322	)	$	(14,331,600	)
Net deferred income tax asset	$	—		$	—

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated financial Statements

8 Segments

The Company splits its business activities during the six months emded ended June 30, 2023 into three Reportable Segments. Each segment represents an entity of which are included in the consolidation. The table below represents the operations results for each segment or entity, for the period ended June 30, 2023.

Reportable Segments

			CMG Holding
	XA		Group			Total
Revenues		479,425		—			479,425

Cost of Revenues		273,943		—			273,943

Gross Profit		205,482		—			205,482

Operating expenses		194,687		199,437			394,124

Operating income (loss)		10,795		(199,437	)		(188,642	)

Other income (expenses)		—		42,803			42,803

Net income(loss)		10,795		(156,634	)		(142,839	)

The Company splits its business activities during the year ended December 31, 2021 into three reportable segments. Each segment represents an entity of which are included in the consolidation. The table below represents the operations results for each segment or entity, for the period ended June 30, 2022.

			CMG Holding
	XA		Group			Total
Revenues		975,555		—			975,555

Cost of revenues		797,886		—			797,886

Gross profit		177,669		—			177,669

Operating expenses		99,786		205,482			305,268

Operating income (loss)		77,883		(205,482	)		(127,599	)

Other income (expenses)		62,500		49,131			111,631

Net income(loss)		140,383		(156,351	)		(15,968	)

CMG HOLDINGS GROUP, INC.

Notes to the Consolidated financial Statements

9 Related Party Transactions

The Company borrowed $125,000 from a relative of the Company CEO. This amount is due on demand and has an interest rate of 0%. At June 30, 2023 the remaining balance of the loan was $15,000.

The Company issued the Company CEO a warrant to purchase 40,000,000 shares of the Company’s common stock at $0.0155. The warrant has an original term of 5 years. On December 15, 2017 the purchase price was changed to $.0035 and the term was extended 5 years. The warrants were extended 5 years on December 15, 2022. The warrants were vested 100% on April 7, 2014 when issued.

The board of directors approved a monthly salary for the Company CEO of $15,000 per month. Due to negative economic factors the company did not make any of these payments until January 15, 2019, when payments to the CEO began. The Company has recorded “Deferred Compensation” of $443,014 at June 30, 2023. The Company made payments of $(57,500) and $32,500 in excess of the current $45,000 and $90,000 salary for periods ended June 30, 2023 and 2022, respectively.

The Company paid $75,000 and $75,000 for the periods ended June 30, 2023 and 2022, respectively, as compensation to the President of XA, who is the daughter of the Company CEO.

10 Subsequent Events

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

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

In addition to historical information, this Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which includes, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the timely development and market acceptance of our products and technologies, the competitive nature of and anticipated growth in our markets, our ability to achieve cost reductions, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “believe,”, “expects”, “intends”, “plans”, “believes, “seeks”, “assume,” “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. All statements in this Quarterly Report regarding our future strategy, future operations, projected financial position, estimated future revenue, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this Quarterly Report was filed with the Securities and Exchange Commission (“SEC”). We expressly disclaim any obligation to revise or update publicly any forward-looking statements even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Unless the context indicates otherwise, the terms “Company”, “Corporate”, “CMGO”, “our”, and “we” refer to CMG Holdings Group, Inc. and its subsidiaries.

RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2023

Gross revenues decreased from $975,555 for the six months ended June 30, 2022 to $479,425 for the six months ended June, 2023. The decrease in revenues was mainly attributable to decrease in available business in the current year.

Cost of revenue decreased from $769,502 for the six months ended June 30, 2022 to $273,943 for the six months ended Jun3 30, 2023. The decrease in cost of revenues was mainly attributable to decrease in available business in the current year.

Operating expenses increased from $305,681 for the six months ended June 30, 2022 to $394,124 for the six months ended June 30, 2023. The increase in operating expenses is due to the increase in support expenses to run business.

Net income decreased from a loss of $15,968 for the six months ended June 30, 2022 to net loss of $145,840 for the six months ended June 30, 2023. The increase in net loss was mainly attributable to decrease in available business in the current year and increase in interest income and interest expense.

LIQUIDITY AND CAPITAL RESOURCES:

As of June 30, 2023, the Company’s cash on hand was $188684.

Cash used in operating activities for the six months ended June 30, 2023 was $101,973, as compared to cash used in operating activities of $7,770 for the six months ended June 30, 2022. The increase in net loss was mainly attributable to decrease in available business in the current year.

Cash used in investing activities for the six months ended June 30, 2023 was $47,500 as compared cash used in investing activities of $139,340 for the six months ended June 30, 2022. This was due to the Company not loaning additional funds to NVT during the period and not getting additionl financing.

Cash provided by financing activities for the six months ended June 30, 2023 was $0 as compared to $0 provided by financing activities the six months ended June, 2022.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, the Company’s disclosure controls and procedures were not effective due to the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after June 30, 2023.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 1992). Furthermore, due to our financial situation, the Company will be implementing further internal controls as the Company becomes operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its evaluation as of June 30, 2023, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2023 due to the identification of a material weakness. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.

In performing this assessment, management has identified the following material weaknesses as of June 30, 2023:

●

There is a lack of segregation of duties necessary for a good system of internal control due to insufficient accounting staff due to the size of the Company

●

Lack of a formal review process that includes multiple levels of reviews

●

Employees and management lack the qualifications and training to fulfill their assigned accounting and reporting functions

●

Inadequate design of controls over significant accounts and processes

●

Inadequate documentation of the components of internal control in general

●

Failure in the operating effectiveness over controls related to valuing and recording equity based payments to employees and non-employees

●

Failure in the operating effectiveness over controls related to valuing and recording debt instruments including those with conversion options and the related embedded derivative liabilities

●

Failure in the operating effectiveness over controls related to recording revenue and expense transactions in the proper period

●

Failure in the operating effectiveness over controls related to evaluating and recording related party transactions

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial

reporting. As of June 30, 2022 no changes have occurred.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in the Company’s internal control over financial reporting occurred during the period ended June 30, 2023, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.

PART II OTHER INFORMATION ITEM 1 – LEGAL PROCEEDINGS

ITEM 1A – RISK FACTORS

The Company is a smaller reporting company and is therefore not required to provide this information.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 10Q, 10K and form 8-K.

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

Description of Exhibit Filing Reference

Exhibit Number	Description of Exhibit	Filing Reference

31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14.	Filed herewith.

31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14.	Filed herewith.

32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

CMG HOLDINGS GROUP, INC.

Dated: August 14, 2023

By: /s/ Glenn Laken

Glenn Laken, Chief Executive Officer

Exhibit 31.01

CERTIFICATION

I, Glenn Laken, certify that:

1. I have reviewed this report on Form 10-Q of CMG Holdings Group, Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

Date: August 14, 2023

	By:/s/ Glenn Laken
	Glenn Laken
	Principal Executive Officer

CERTIFICATION

Exhibit 31.02

CERTIFICATION

I, Glen Laken, certify that:

1. I have reviewed this report on Form 10-Q of CMG Holdings Group, Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures

to be designed under our supervision, to ensure that material information relating to the registrant,

including its consolidated subsidiaries, is made known to us by others within those entities, particularly

during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles; and

(c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in

this report our conclusions about the effectiveness of the controls and procedures as of the end of

the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant's internal control over financial reporting that

occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably

likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors

(or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,

process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal controls.

Date: August 14, 2023

	By:/s/ Glenn Laken
	Glenn Laken
	Principal Financial Officer

Exhibit 32.01

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of CMG Holdings Group, Inc.(the “Company”), on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Principal Financial and Accounting Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 14, 2023

	By:/s/ Glenn Laken
	Glenn Laken
	Principal Executive Officer and Principal Financial Office

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 22, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-51770
Entity Registrant Name	CMG HOLDINGS GROUP, INC.
Entity Central Index Key	0001346655
Entity Tax Identification Number	87-0733770
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2130 North Lincoln Park West 8N
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60614
City Area Code	(773)
Local Phone Number	770-3440
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		438,672,016

Consolidated Balance Sheet - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 188,684	$ 338,157
Loan to shareholder	100,000	100,000
Loan receivable	1,586,639	1,514,764
Total current assets	1,875,323	1,952,921
Property and equipment	1,241	2,483
Total Assets	1,876,564	1,955,404
CURRENT LIABILITIES
Accrued liabilities	58,511	39,011
Deferred compensation	443,014	385,514
Loan from outside party	15,000	15,000
Loan payable	712,000	722,000
Note payable	60,000	60,000
Total current liabilities	1,288,525	1,221,525
TOTAL LIABILITIES	1,288,525	1,221,525
STOCKHOLDERS' DEFICIT
Common Stock 450,000,000 shares authorized; $0.001 par value, 438,672,016 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	438,672	438,672
Additional paid in capital	14,630,689	14,630,689
Accumulated deficit	(14,481,322)	(14,335,482)
TOTAL STOCKHOLDERS DEFICIT	588,039	733,879
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,876,564	$ 1,955,404

Consolidated Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Shares Authorized	450,000,000	450,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	438,672,016	438,672,016
Common Stock, Shares, Outstanding	438,672,016	438,672,016

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 319,811	$ 567,627	$ 479,425	$ 975,556
Cost of revenues	144,450	479,585	273,943	769,502
Gross Profit	175,361	88,042	205,482	206,054
Operating expenses
General and administrative expenses	244,111	157,656	394,125	305,681
Total operating expenses	244,111	157,656	394,125	305,681
Net income from operations	(68,750)	(69,614)	(188,643)	(99,627)
Other income
PPP loan forgiveness		62,500		62,500
Interest expense	(14,322)	(14,233)	(24,072)	(35,130)
Interest income	34,450	27,363	66,875	56,289
Total other income	20,128	75,630	42,803	83,659
Net income	$ (48,622)	$ 6,016	$ (145,840)	$ (15,968)

Consolidated Statement of Stockholders Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 438,672	$ 14,630,689	$ (14,353,100)	$ 716,261
Ending balance, value at Jun. 30, 2022	438,672	14,630,689	(14,369,258)	700,305
Net Income(Loss) for the year			(15,968)	(15,968)
Shares, Issued at Dec. 31, 2021	438,672,016
Shares, Issued at Jun. 30, 2022	438,672,016
Beginning balance, value at Dec. 31, 2022	$ 438,672	14,630,689	(14,335,482)	733,879
Ending balance, value at Jun. 30, 2023	438,672	14,630,689	(14,481,322)	588,039
Net Income(Loss) for the year			$ (145,840)	$ (145,840)
Shares, Issued at Dec. 31, 2022	438,672,016
Shares, Issued at Jun. 30, 2023	438,672,016

Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ (145,840)	$ (15,968)
Adjustments to reconcile net income to cash used in operating activities
PPP loan forgiveness		(62,500)
Depreciation	1,242	1,857
Deferred compensation	90,000	90,000
Interest income	(66,875)	(56,289)
Interest expense	19,500	35,130
Net cash used in operations	(101,973)	(7,770)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayment of notes receivable	12,000
Payments of loan payable	(10,000)
Payment of notes receivable	(17,000)	(16,840)
Payment of deferred compensation	(32,500)	(122,500)
Net cash used in investing activities	(47,500)	(139,340)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities
Net increase in cash	(149,473)	(147,110)
Cash, beginning of period	338,157	595,430
Cash, end of period	$ 188,684	$ 448,320

1 Nature of Operations and Continuance of Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1 Nature of Operations and Continuance of Business

1 Nature of Operations and Continuance of Business

2 Summary of Significant Accounting

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

2 Summary of Significant Accounting

2 Summary of Significant Accounting

a) Basis of Presentation and Principle of Consolidation

b) Use of Estimates

c) Cash and Cash Equivalents

d) Basic and Diluted Net Income Per Share

e) Financial Instruments

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets

or liabilities.

Level 2

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

t) Property and Equipment

Property and equipment are comprised of a vehicle and is amortized on a straight-line basis over an expected

useful life of three years. Maintenance and repairs are charged to expense as incurred.

g) Impairment of long lived assets

h) Reclassifications

Certain prior period amounts have been reclassified to conform to current presentation.

i) Substantial doubt about the Company’s Ability to Continue as a Going Concern

3 Loan Receivable

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

3 Loan Receivable

3 Loan Receivable

On September 3, 2022, The Company loan its CEO Glenn Laken $100,000 for personal legal fees.

4 Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

4 Equity

4 Equity

Common Stock

During the periods ended June 30, 2023 and December 31, 2022, the Company did not sell any shares of its $0.001 par value per share common stock.

Common Stock Warrants

5 Notes Payable

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

5 Notes Payable

Convertible Promissory Notes

NOTES PAYABLE

6 Legal Proceedings

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

6 Legal Proceedings

6 Legal Proceedings

7 Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

7 Income Taxes

	2023			2022
Income tax recovery at Statutory rate	$	30,626		$	4,515
Permanent differences and other		—			—
Valuation allowance change		(30,626	)		(4,515	)
Provision for income taxes	$	—		$	—

The significant components of deferred income tax assets and liabilities at June 30, 2023 and December 31, 2022

are as follows:

	2023			2022
Net operating loss carried forward	$	14,481,322		$	14,331,600
Valuation allowance	$	(14,481,322	)	$	(14,331,600	)
Net deferred income tax asset	$	—		$	—

8 Segments

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

8 Segments

Reportable Segments

			CMG Holding
	XA		Group			Total
Revenues		479,425		—			479,425

Cost of Revenues		273,943		—			273,943

Gross Profit		205,482		—			205,482

Operating expenses		194,687		199,437			394,124

Operating income (loss)		10,795		(199,437	)		(188,642	)

Other income (expenses)		—		42,803			42,803

Net income(loss)		10,795		(156,634	)		(142,839	)

			CMG Holding
	XA		Group			Total
Revenues		975,555		—			975,555

Cost of revenues		797,886		—			797,886

Gross profit		177,669		—			177,669

Operating expenses		99,786		205,482			305,268

Operating income (loss)		77,883		(205,482	)		(127,599	)

Other income (expenses)		62,500		49,131			111,631

Net income(loss)		140,383		(156,351	)		(15,968	)

9 Related Party Transactions

6 Months Ended

Jun. 30, 2023

9 Related Party Transactions

9 Related Party Transactions

The Company borrowed $125,000 from a relative of the Company CEO. This amount is due on demand and has an interest rate of 0%. At June 30, 2023 the remaining balance of the loan was $15,000.

The Company paid $75,000 and $75,000 for the periods ended June 30, 2023 and 2022, respectively, as compensation to the President of XA, who is the daughter of the Company CEO.

10 Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

10 Subsequent Events

10 Subsequent Events

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

2 Summary of Significant Accounting (Policies)	6 Months Ended
2 Summary of Significant Accounting (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
a) Basis of Presentation and Principle of Consolidation	a) Basis of Presentation and Principle of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, XA THE EXPERIENTIAL AGENCY INC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.
b) Use of Estimates	b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and li abilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allownaces. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c) Cash and Cash Equivalents	c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2023 and December 31, 2022 the Company had no cash equivalents.
d) Basic and Diluted Net Income Per Share	d) Basic and Diluted Net Income Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
e) Financial Instruments	e) Financial Instruments ASC 820, '" Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identic al assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level I" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
t) Property and Equipment	t) Property and Equipment Property and equipment are comprised of a vehicle and is amortized on a straight-line basis over an expected useful life of three years. Maintenance and repairs are charged to expense as incurred.
g) Impairment of long lived assets	g) Impairment of long lived assets The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.
h) Reclassifications	h) Reclassifications Certain prior period amounts have been reclassified to conform to current presentation.
i) Substantial doubt about the Company’s Ability to Continue as a Going Concern	i) Substantial doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s negative cash flow from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7 Income Taxes (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes - Provision for Income tax

	2023			2022
Income tax recovery at Statutory rate	$	30,626		$	4,515
Permanent differences and other		—			—
Valuation allowance change		(30,626	)		(4,515	)
Provision for income taxes	$	—		$	—

Income Taxes - Deferred Income Tax

	2023			2022
Net operating loss carried forward	$	14,481,322		$	14,331,600
Valuation allowance	$	(14,481,322	)	$	(14,331,600	)
Net deferred income tax asset	$	—		$	—

8 Segments (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Reportable Segments

Reportable Segments

			CMG Holding
	XA		Group			Total
Revenues		479,425		—			479,425

Cost of Revenues		273,943		—			273,943

Gross Profit		205,482		—			205,482

Operating expenses		194,687		199,437			394,124

Operating income (loss)		10,795		(199,437	)		(188,642	)

Other income (expenses)		—		42,803			42,803

Net income(loss)		10,795		(156,634	)		(142,839	)

			CMG Holding
	XA		Group			Total
Revenues		975,555		—			975,555

Cost of revenues		797,886		—			797,886

Gross profit		177,669		—			177,669

Operating expenses		99,786		205,482			305,268

Operating income (loss)		77,883		(205,482	)		(127,599	)

Other income (expenses)		62,500		49,131			111,631

Net income(loss)		140,383		(156,351	)		(15,968	)

3 Loan Receivable (Details Narrative) - USD ($)	2 Months Ended	6 Months Ended	12 Months Ended
3 Loan Receivable (Details Narrative) - USD ($)	Dec. 31, 2019	Jun. 30, 2023	Dec. 31, 2020	Dec. 31, 2022	Sep. 03, 2022	Jun. 24, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable with Fixed Rates of Interest	$ 75,000
Note Receivable Increase	$ 67,500	$ 999,201	$ 32,500
Loans Receivable, Basis Spread on Variable Rate	12.00%
Convert Loan Receivable to Shares			100
Convert Loan Receivable, Amount			$ 1,000
Loan Receivable		1,586,639		$ 1,514,764
Loan Receivable from Officer		100,000		100,000	$ 100,000	$ 50,000
Repayment		60,000
Debt Instrument, Interest Rate During Period			10.00%
Pristec [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan Receivable		125,430		123,430
N V T Loan Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan Receivable		$ 1,459,209		$ 1,391,334

4 Equity (Details Narrative) - $ / shares	11 Months Ended
4 Equity (Details Narrative) - $ / shares	Dec. 15, 2017	Dec. 15, 2015	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001
Class of Warrant or Right, Outstanding	40,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.0035	$ 0.0155
Term of Warrant	5 years	5 years

5 Notes Payable (Details Narrative) - USD ($)	12 Months Ended
5 Notes Payable (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017	Jun. 30, 2023
Debt Disclosure [Abstract]
Proceeds from Loan Originations	$ 500,000
Debt Instrument, Interest Rate, Effective Percentage	6.00%
Debt Instrument, Convertible, Conversion Price	$ 0.0165
Proceeds from Loans	$ 222,000		$ 150,000
Loans Payable, Current	$ 722,000			$ 712,000
Debt payment		$ 90,000

Income Taxes - Provision for Income tax (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax recovery at Statutory rate	$ 30,626	$ 4,515
Permanent differences and other
Valuation allowance change	(30,626)	(4,515)
Provision for income taxes

Income Taxes - Deferred Income Tax (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carried forward	$ 14,481,322	$ 14,331,600
Valuation allowance	(14,481,322)	(14,331,600)
Net deferred income tax asset

7 Income Taxes (Details Narrative) - USD ($)	6 Months Ended
7 Income Taxes (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards		$ 14,481,322
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%

Reportable Segments (Details) - USD ($)	6 Months Ended
Reportable Segments (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 479,425	$ 975,555
Cost of revenues	273,943	797,886
Gross profit	205,482	177,669
Operating expenses	394,124	305,268
Operating income (loss)	(188,642)	(127,599)
Other income (expenses)	42,803	111,631
Net income(loss)	(142,839)	(15,968)
X A [Member]
Segment Reporting Information [Line Items]
Revenues	479,425	975,555
Cost of revenues	273,943	797,886
Gross profit	205,482	177,669
Operating expenses	194,687	99,786
Operating income (loss)	10,795	77,883
Other income (expenses)		62,500
Net income(loss)	10,795	140,383
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues
Cost of revenues
Gross profit
Operating expenses	199,437	205,482
Operating income (loss)	(199,437)	(205,482)
Other income (expenses)	42,803	49,131
Net income(loss)	$ (156,634)	$ (156,351)

9 Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended		11 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 15, 2017	Dec. 15, 2015	Dec. 31, 2022
Related Party Transaction [Line Items]
Related Party Transaction, Rate	0.00%
Warrants outstanding			40,000,000
Warrants outstanding, price per share			$ 0.0035	$ 0.0155
Warrants outstanding term			5 years	5 years
Deferred compensation	$ 443,014				$ 385,514
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt	125,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Monthly Salary					15,000
Deferred compensation					$ 443,014
Salary and Wage, Excluding Cost of Good and Service Sold	57,500	$ 32,500
President [Member]
Related Party Transaction [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold	$ 75,000	$ 75,000