|
CUSIP
No. 125749101
|
Page
2
|
|
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
|
Alan
Morell
Not
Applicable
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
___
(b) X
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
|
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
___
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
|
NUMBER
OF
|
7.
|
SOLE VOTING POWER |
10,107,000
|
|
SHARES
|
|||
|
BENEFICIALLY
|
8.
|
SHARES VOTING POWER |
0
|
|
OWNED
BY
|
|||
|
EACH
REPORTING
|
9.
|
SOLE DISPOSITIVE POWER |
10,107,000
|
|
REPORTING
|
|||
|
PERSON
WITH
|
10.
|
SHARES DISPOSITIVE POWER |
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,107,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
___
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
23.84
|
|
14.
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TYPE OF REPORTING PERSON |
IN
|
|
CUSIP
No. 125749101
|
Page
3
|
|
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
|
James
Ennis
Not
Applicable
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
___
(b) X
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
|
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
___
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
|
NUMBER
OF
|
7.
|
SOLE VOTING POWER |
2,500,000
|
|
SHARES
|
|||
|
BENEFICIALLY
|
8.
|
SHARES VOTING POWER |
0
|
|
OWNED
BY
|
|||
|
EACH
REPORTING
|
9.
|
SOLE DISPOSITIVE POWER |
2,500,000
|
|
REPORTING
|
|||
|
PERSON
WITH
|
10.
|
SHARES DISPOSITIVE POWER |
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
___
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.89
|
|
14.
|
TYPE OF REPORTING PERSON |
IN
|
|
CUSIP
No. 125749101
|
Page
4
|
| (a) | Name: |
The
name of the reporting persons filing this Schedule 13D is Alan Morell and
James Ennis.
|
| (b) | Business Address: |
Mr.
Morell's and Mr. Ennis' business address is: 5601 Biscayne Boulevard,
Miami, FL
33137.
|
| (c) | Present principal occupation: |
|
|
Name
|
Age
|
Position
|
|
Alan
Morell
|
60
|
Chief
Executive Officer & Board Chairman
|
|
James
J. Ennis
|
39
|
Chief
Financial Officer &
Director
|
| (d) | Criminal history: |
During
the last five years neither Mr. Morell nor Mr. Ennis has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
|
| (e) | Civil proceeding history: |
During
the last five years neither Mr. Morell nor Mr. Ennis has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which neither was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
|
| (f) | Citizenship: |
Mr.
Moreell and Mr. Ennis are both citizens of the United
States.
|
|
CUSIP
No. 125749101
|
Page
5
|
| (a) |
the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
| (b) |
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
|
| (c) |
a
sale or transfer of a material amount of assets of the Issuer or of its
subsidiaries;
|
| (d) |
any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
|
| (e) |
any
material changes in the present capitalization or dividend policy of the
Issuer,
|
| (f) |
any
other material change in the issuer’s business or corporate structure,
including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
|
| (g) |
changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
|
| (h) |
causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
| (i) |
a
class of securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act;
or
|
| (j) |
any
action similar to any of those enumerated
above.
|
|
CUSIP
No. 125749101
|
Page
6
|
| (a) |
As
of the date hereof, Mr. Morell beneficially owns 10,107,000 shares of
common stock of the Issuer, or approximately 23.84%, of the outstanding
shares of common stock, and Mr. Ennis beneficially owns
2,500,000 shares of common stock of the Issuer, or approximately 5.89%, of
the outstanding shares of common
stock
|
| (b) |
Mr.
Morell has sole voting and dispositive power with respect to his
10,107,000 shares of common stock, Mr.
Ennis has sole voting and dispositive power with respect to his 2,500,000
shares of common
stock.
|
| (c) |
Not
applicable.
|
| (d) |
Not
applicable.
|
| (e) |
Not
applicable.
|
|
CUSIP
No. 125749101
|
Page
7
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|
CMG HOLDINGS,
INC.
|
||
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|
Date: June
6, 2008
|
By:
/s/ ALAN
MORELL
|
|
Alan
Morell
|
||
|
Chief
Executive Officer
|
||
|
(Duly
Authorized Officer)
|
||
|
|
Date: June
6, 2008
|
By:
/s/ JAMES J.
ENNIS
|
|
James
J. Ennis
|
||
|
Chief
Financial Officer
|
||
|
(Principal
Financial
|
||
|
and
Accounting
Officer)
|