UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-KSB/A-2
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ANNUAL
REPORT UNDER SECTION
13 OF
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THE
SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2007
Commission file
number 000-51770
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CMG HOLDINGS,
INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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87-0733770
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification No.)
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5601 Biscayne
Boulevard
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Miami, Florida,
USA
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33137
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant's telephone
number including area code (305)
751-1667
Pebble
Beach Enterprises, Inc.
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by section 13 or
15(d) of the Exchange Act during the past 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
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment thereto.x
Revenues
for our most recent fiscal year: $4,516
Number
of shares of common stock of Pebble Beach Enterprises Inc. outstanding as of
September 9, 2008: 42,400,000
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [x ]
Transitional
Small Business Disclosure Format (Check One): Yes
No x
1
CMG HOLDINGS,
INC.
FORM
10-KSB/A-2
TABLE OF CONTENTS
2
ITEM 8A
(T) CONTROLS
AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by our company is recorded,
processed, summarized and reported, within the time periods specified in the
rules and forms of the SEC. David Reichman, our Chief Executive Officer and our
Principal Accounting Officer, is responsible for establishing and maintaining
disclosure controls and procedures for our company.
Our
management has evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2007 (under the supervision and with the
participation of the Chief Executive Officer and the Principal Accounting
Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part
of such evaluation, management considered the matters discussed below relating
to internal control over financial reporting. Based on this evaluation, our
Company's Chief Executive Officer and Principal Accounting Officer have
concluded that our Company's disclosure controls and procedures were not
effective as of December 31, 2007 due to the omission of Management’s Annual
Report on Internal Control over Financial Reporting in our originally filed Form
10KSB which was filed on February 20, 2008. Management has corrected
this omission in this amended 10KSB/A-2 and has included Management’s
Annual Report on Internal Control over Financial Reporting
below. Management with the assistance of it’s Securities Attorney
will closely monitor all future filings to ensure completeness of all company
filings.
The term
"internal control over financial reporting" is defined as a process designed by,
or under the supervision of, the registrant's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
registrant's board of directors, management and other personnel, 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 includes those policies and
procedures that:
● pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the registrant;
● provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the registrant are
being made only in accordance with authorizations of management and directors of
the registrant; and
● provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the registrant's assets that could have a
material effect on the financial statements.
MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
Our
management, with the participation of the Chief Executive Officer, evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2007. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control -- Integrated Framework. Based on
this evaluation, our Company's Chief Executive Officer and Principal Accounting
Officer have concluded that our Company's disclosure controls and procedures
were effective as of December 31, 2007.
This Annual
Report does not include an attestation report of the Company's registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permits us to provide only management's report in this
annual report.
CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
In connection
with the evaluation of the Company's internal controls during the Company's last
fiscal year, the Company's Principal Executive Officer and Principal Accounting
Officer have determined that there are no changes to the Company's internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially effect, the Company's internal controls over
financial reporting.
INHERENT
LIMITATIONS ON EFFECTIVENESS OF CONTROLS
The Company's
management does not expect that its disclosure controls or its internal control
over financial reporting will prevent or detect all error and all fraud. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met. The design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Further, because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision
making can be faulty and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some
persons, by collusion of two or more people, or management override of the
controls. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Projections of any evaluation of controls effectiveness
to future periods are subject to risks. Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures.
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
| CMG HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: September 9, 2008 | By: /s/ ALAN MORELL | |
| Alan Morell | ||
| Chief Executive Officer and | ||
| Chairman of the Board | ||
| Date: September 9, 2008 | By: /s/ JAMES J. ENNIS | |
| James J. Ennis | ||
| Chief Financial Officer and | ||
| Director | ||
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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SIGNATURE
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NAME
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TITLE
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DATE
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/s/Alan
Morell
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Alan
Morell
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CEO
& Chairman
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September
9, 2008
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of
the Board
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/s/James
I. Ennis
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James
I. Ennis
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CFO
&
Director
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September
9, 2008
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