CMGO / CMG Holdings Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CMG Holdings Group, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1346655
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CMG Holdings Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 31, 2025 15-12G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF

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March 31, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2025 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State or other jurisdiction of incorporation or organization)

November 25, 2024 EX-31.02

CERTIFICATION

CERTIFICATION Exhibit 31.02 CERTIFICATION I, Glen Laken, certify that: 1. I have reviewed this report on Form 10-Q/A 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 wit

November 25, 2024 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Glenn Laken, certify that: 1. I have reviewed this report on Form 10-Q/A 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

November 25, 2024 EX-32.01

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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/A for the quarter ended September 30, 2024 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer

November 25, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [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 September 30, 2024 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified

November 21, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 20, 2024 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State or other jurisdiction of incorporation or organizati

November 18, 2024 EX-31.02

CERTIFICATION

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

November 18, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2024 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified i

November 18, 2024 EX-31.01

CERTIFICATION

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 t

November 18, 2024 EX-32.01

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 September 30, 2024 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer an

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x][ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Sept

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x][ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form

August 19, 2024 EX-32.01

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 March 31, 2024 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Pr

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2024 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its

August 19, 2024 EX-31.02

CERTIFICATION

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

August 19, 2024 EX-31.01

CERTIFICATION

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 t

July 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2024 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in it

July 8, 2024 EX-31.02

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

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

July 8, 2024 EX-32.01

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

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 March 31, 2024 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Pr

July 8, 2024 EX-31.01

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

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 t

June 14, 2024 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2024 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State or other jurisdiction of incorporation or organization) (

May 20, 2024 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2024 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State or other jurisdiction of incorporation or organization) (

April 22, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 12-31 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registra

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 12-31 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant

March 29, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

November 17, 2023 EX-31.02

CERTIFICATION

CERTIFICATION Exhibit 31.02 CERTIFICATION I, Glen Laken, certify that: 1. I have reviewed this report on Form 10-Q/A 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 wi

November 17, 2023 EX-31.01

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Glenn Laken, certify that: 1. I have reviewed this report on Form 10-Q/A 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

November 17, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [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 September 30, 2023 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified

November 17, 2023 EX-32.01

Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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/A for the quarter ended September 30, 2023 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2023 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified i

August 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2023 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in it

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 12-31 [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

December 7, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 CMG HOLDINGS GROUP, INC. (Exact name of Registrant as specified in its Charter) Nevada 000-51770 87-0733770 (State or other jurisdiction of incorporation) (Commission

November 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2022 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified i

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2022 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its

June 30, 2022 CORRESP

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614 Division of Corporate Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 RE: CMG Holdings Group, Inc. Registration Statements on Form 10K and 10Q Filed March 31, 2022 and May 13, 2022 File No. 000-51770 Gentlemen This is in response to the comment letter dated May 18, 2022.

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2022 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in it

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 12-31 [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant

November 15, 2021 EX-31.02

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

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 th

November 15, 2021 EX-31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

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 t

November 15, 2021 EX-32.01

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

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 September 30, 2021 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer an

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2021 Commission file number 000-51770 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in

August 16, 2021 EX-32.01

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

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, 2021 as filed with the Securities Exchange Commission on the date hereof (the ?Report?), the undersigned Principal Executive Officer and Pri

August 16, 2021 EX-31.01

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

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 t

August 16, 2021 EX-31.02

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

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 th

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2021 Commission file number 000-51770 CMG HOLDINGS GROUP, INC (Exact name of registrant as specified in its

May 14, 2021 EX-31.02

rtification of Principal Financial Officer Pursuant to Rule 13a-14.

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 th

May 14, 2021 EX-31.01

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

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 t

May 14, 2021 EX-32.01

EO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.

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 March 31, 2021 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Pr

May 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 870733770 (State or other jurisdiction of incorporation or organization) (I.

March 31, 2021 EX-32.01

U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002*

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 Annual Report of CMG Holdings Group, Inc.(the “Company”), on Form 10-K for the year ended December 31, 2020 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Princ

March 31, 2021 EX-31.02

CMG Holdings Group, Inc. Certification of Chief Financial Officer pursuant to

Exhibit 31.02 CERTIFICATION I, Glen Laken, certify that: 1. I have reviewed this report on Form 10-K 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 th

March 31, 2021 EX-31.01

CMG Holdings Group, Inc. Certification of Chief Executive Officer pursuant to

Exhibit 31.01 CERTIFICATION I, Glenn Laken, certify that: 1. I have reviewed this report on Form 10-K 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 t

March 31, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as spe

November 13, 2020 EX-31.02

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

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 th

November 13, 2020 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 Commission file number 000-51770 CMG HOLDINGS GROUP,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 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) (IRS Employer Identificat

November 13, 2020 EX-32.01

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

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 September 30, 2020 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer an

November 13, 2020 EX-31.01

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

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 t

October 23, 2020 8-K

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2020 CMG HOLDINGS GROUP, INC.

August 14, 2020 EX-31.01

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

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 t

August 14, 2020 EX-32.01

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

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 March 31, 2020 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Pr

August 14, 2020 EX-31.02

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

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 th

August 14, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 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) (IRS Employer Identification N

June 25, 2020 COVER

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614 Division of Corporate Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 RE: CMG Holdings Group, Inc. Amendment 1 to Registration Statements on Form 10 Filed May 28, 2020 File No. 000-51770 Gentlemen This is in response to the comment letter dated June 24, 2020. We are filin

June 25, 2020 CORRESP

CMG Holdings Group, Inc. Please refer to the redline document saved in PDF format.

Correspondence CMG Holdings Group, Inc. Please refer to the redline document saved in PDF format.

June 25, 2020 CORRESP

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June 25, 2020 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 3 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 3 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exact Name of Company as Specified in Its Charter) Nevada 87-0733770 (State of Incorporation) (I.R.S. Employer Identification No.) 2130 North Lincoln Par

June 12, 2020 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 2 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 2 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exact Name of Company as Specified in Its Charter) Nevada 87-0733770 (State of Incorporation) (I.R.S. Employer Identification No.) 2130 North Lincoln Par

June 12, 2020 COVER

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614 Division of Corporate Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 RE: CMG Holdings Group, Inc. Amendment 1 to Registration Statements on Form 10 Filed May 28, 2020 File No. 000-51770 Gentlemen This is in response to the comment letter dated June 11, 2020. We are filin

June 12, 2020 EX-1

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13€(1) Of the Securities Exchange Act of 1934

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13€(1) Of the Securities Exchange Act of 1934 DATE OF OFFER TO PURCHASE FOR CASH: OCTOBER 28, 2019 Title of Class of Securities: Common Stock, Par Value $0.

June 12, 2020 CORRESP

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June 12, 2020 CORRESP

CMG Holdings Group, Inc.

Correspondence CMG Holdings Group, Inc. Please refer to the accompanying exhibit. It is a redline document saved in PDF format.

May 28, 2020 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 1 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment 1 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exact Name of Company as Specified in Its Charter) Nevada 87-0733770 (State of Incorporation) (I.R.S. Employer Identification No.) 2130 North Lincoln Par

May 28, 2020 COVER

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614

CMG Holdings Group, Inc. 2130 North Lincoln Park West 8N Chicago, IL 60614 Division of Corporate Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 RE: CMG Holdings Group, Inc. Registration Statements on Form 10 Filed May 7, 2020 File No. 000-51770 Gentlemen This is in response to the comment letter Dated May 7, 2020. We are filing an Amended Form

May 15, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2020 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) (IRS Employer Identification

May 15, 2020 EX-31.02

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

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 th

May 7, 2020 10-12G

- FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 CMG Holdings Group, Inc. (Exact Name of Company as Specified in Its Charter) Nevada 87-0733770 (State of Incorporation) (I.R.S. Employer Identification No.) 2130 North Lincoln Park West 8N Ch

February 20, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2020 CMG HOLDINGS GROUP, INC.

February 20, 2020 EX-99.1

CMG Holdings Group, Inc. Investment Highlights Winter 2020

Exhibit 99.1 CMG Holdings Group, Inc. Investment Highlights Winter 2020 Accompanying this exhibit is the Presentation in pdf format.

February 20, 2020 EX-99.1

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February 11, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2020 CMG HOLDINGS GROUP, INC.

February 4, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2020 CMG HOLDINGS GROUP, INC.

January 16, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2020 CMG HOLDINGS GROUP, INC.

January 6, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2020 CMG HOLDINGS GROUP, INC.

December 16, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2019 CMG HOLDINGS GROUP, INC.

October 31, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 CMG HOLDINGS GROUP, INC.

October 31, 2019 EX-1

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 DATE OF OFFER TO PURCHASE FOR CASH: NOVEMBER 1, 2019 Title of Class of Securities: Common Stock, Par Value $0.

September 30, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 CMG HOLDINGS GROUP, INC.

September 26, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2019 CMG HOLDINGS GROUP, INC.

July 10, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 CMG HOLDINGS GROUP, INC.

June 26, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 CMG HOLDINGS GROUP, INC.

June 14, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2019 CMG HOLDINGS GROUP, INC.

June 7, 2018 15-12G

CMGO / CMG Holdings Group, Inc. FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 009-51770 CMG Holdings Group, Inc. (Exact name of registrant as specified in

June 22, 2017 EX-16.1

DLL CPAS LLC 201 West Charlton Street Savannah, GA 31401

DLL CPAS LLC 201 West Charlton Street Savannah, GA 31401 June 19, 2017 Securities and Exchange Commission 100 F Street, N.

June 22, 2017 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: June 19, 2017 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Emp

December 23, 2016 EX-16.1

December 23, 2016

f8k-ex16112232016.htm December 23, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: CMG Holdings Group, Inc. We have read the statements made by CMG Holdings Group, Inc. in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made in Item 4

December 23, 2016 8-K

Changes in Registrant's Certifying Accountant

f8k12232016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: December 23, 2016 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File

November 2, 2016 10-K/A

CMG Holdings Group AMENDED ANNUAL REPORT (Annual Report)

f10ka2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 87?0733770 State or other jurisdiction of incorporation o

November 1, 2016 10-K

CMG Holdings Group ANNUAL REPORT (Annual Report)

f10k2015-cmgo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 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. Empl

November 1, 2016 EX-21.1

100% owned by the Company

f10k2015-cmgoex21.htm Exhibit 21.1 As of December 31, 2015, CMG Holdings Group, Inc. (the ?Company?) had the following subsidiary: Name Jurisdiction Equity Owners and Percentage of Equity Securities Held The Experiential Agency, Inc. Illinois 100% owned by the Company Good Gaming, Inc. Illinois 100% owned by the Company

August 5, 2016 10-Q

CMG Holdings Group CMG HOLDINGS GROUP INC. FORM 10-Q (09/30/2015) (Quarterly Report)

f10q0915cmgholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2015 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 in

April 18, 2016 SC 13G

CMGO / CMG Holdings Group, Inc. / Typenex Co-Investment, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* CMG Holdings Group, Inc. (Name of Issuer) Common Stock, $0.001 value per share (Title of Class of Securities) 125749101 (CUSIP Number) April 18, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

March 30, 2016 8-K

Current Report

f8k032816cmgholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: March 30, 2016 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commissio

October 22, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2015 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)

October 22, 2015 EX-4.1

CMG HOLDINGS GROUP, INC. Common Stock Purchase Warrant

Exhibit 4.1 WARRANT HOLDER:GLENN LAKEN NUMBER OF WARRANT SHARES: 40,000,000 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MAY NOT BE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER

October 22, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of the 30th day of April, 2014 (the ?Agreement?), by and between CMG HOLDINGS GROUP, INC., a Nevada corporation (?CMG?), having its principal place of business at 875 North Michigan Avenue, Chicago, IL 60611, and Glenn Laken (?Employee?) of CMG (Employee and CMG are collectively referred to as the ?Parties?). W

September 23, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 23, 2015 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S

July 22, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 16, 2015 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Emp

June 9, 2015 EX-4.1

CMG HOLDINGS GROUP, INC. Common Stock Purchase Warrant

Exhibit 4.1 WARRANT HOLDER: GLENN LAKEN NUMBER OF WARRANT SHARES: 40,000,000 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MAY NOT BE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER

June 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2015 Commission file number 000-51770

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2015 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)

June 9, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of the 30th day of April, 2014 (the ?Agreement?), by and between CMG HOLDINGS GROUP, INC., a Nevada corporation (?CMG?), having its principal place of business at 875 North Michigan Avenue, Chicago, IL 60611, and Glenn Laken (?Employee?) of CMG (Employee and CMG are collectively referred to as the ?Parties?). W

June 8, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 CMG HOLDINGS GROUP, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 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 Identificati

June 8, 2015 EX-10.13

-- Signature page follows --

Exhibit 10.13 AGREEMENT This AGREEMENT (the ?Agreement?) is made and entered into as of the 5th day of February, 2014 (the ?Effective Date?), by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), having its offices at principal place of business at 333 Hudson Street, Suite 303, New York, New York 10013, and (?Director?), having an address at (Director and the Company are collect

June 8, 2015 EX-10.12

TERMINATION AGREEMENT AND RELEASES

Exhibit 10.12 TERMINATION AGREEMENT AND RELEASES THIS TERMINATION AGREEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between Connied, Inc. ("Connied"), as successor in interest to Continental Investments Group, Inc. ("Continental"), and CMG Holdings Group, Inc. (the "Company") (the "Company, on the one hand, and "Continental" and "Connied'', on the other hand, hereinafter the "Parties").

June 8, 2015 EX-10.7

[Remainder of page intentionally left blank; signature page follows.] University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.7 As of September 14, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013. In consideration of the mutual p

June 8, 2015 EX-10.11

SETTLEMENT AGREEMENT AND RELEASES

Exhibit 10.11 SETTLEMENT AGREEMENT AND RELEASES THIS SETTLEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between and among James Ennis (?Ennis?), Scott Baily (?Baily?), Martin Boyle (?Boyle?), Hudson Capital Advisors (?Hudson?), Michael Vandetty (?Vandetty?) and CMG Holdings Group, Inc. (the ?Company? and, together with Ennis, Baily, Boyle, Hudson, and Vandetty, the ?Parties?). RECITALS

June 8, 2015 EX-10.5

SERVICES AGREEMENT

Exhibit 10.5 SERVICES AGREEMENT This Services Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?A

June 8, 2015 EX-10.9

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 ● Fax 520.844.2989

Exhibit 10.9 As of December 16, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013, September 14, 2013, November 7, 2

June 8, 2015 EX-10.4

ROYALTY AGREEMENT

Exhibit 10.4 ROYALTY AGREEMENT This Royalty Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?AEA

June 8, 2015 EX-10.8

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.8 As of November 7, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013 and as of September 14, 2013. In co

June 8, 2015 EX-10.14

INDEMNIFICATION AGREEMENT

Exhibit 10.14 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of February 5, 2014, by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), and (the ?Indemnitee?). WHEREAS, the Indemnitee was a director and/or officer of the Company? WHEREAS, the Indemnitee served as a director and/or officer of the Company, in part, in reliance on indemnity from the Company? WHEREAS, it is the Compa

June 8, 2015 EX-10.10

Modification of Separation Agreement and Release

Exhibit 10.10 Modification of Separation Agreement and Release This Modification Separation Agreement and Release (the ?Agreement?), dated June 26, 2013, is between CMG Holdings Group, Inc., a Nevada Corporation (the ?Company?) at 333 Hudson Street, Suite 303, New York, New York, and Alan Morell, an individual. (the ?Morell?). WITNESSETH: WHEREAS, Morell has signed a Separation Agreement on Septem

June 8, 2015 EX-10.6

CALL OPTION AGREEMENT

Exhibit 10.6 CALL OPTION AGREEMENT THIS CALL OPTION AGREEMENT (this Agreement?) is made and entered into as of August 1, 2013 (the ?Effective Date?) by and between AudioEye, Inc., a Delaware corporation (?AudioEye?), and CMG Holdings Group Inc., a Nevada corporation (?Seller?). W I T N E S S E T H: WHEREAS, Seller is, as of the date hereof, the holder of record of 4,500,874 shares of AudioEye comm

June 8, 2015 EX-21.1

As of December 31, 2014, CMG Holdings Group, Inc. (the “Company”) had the following subsidiary:

Exhibit 21.1 As of December 31, 2014, CMG Holdings Group, Inc. (the ?Company?) had the following subsidiary: Name Jurisdiction Equity Owners and Percentage of Equity Securities Held The Experiential Agency, Inc. Illinois 100% owned by the Company Good Gaming, Inc. Illinois 100% owned by the Company

April 30, 2015 EX-16.2

Terry L. Johnson, CPA

Exhibit 16.2 Terry L. Johnson, CPA April 30, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 To whom it may Concern I agree with the statement as it pertains to my firm. I have no basis to agree or disagree with the other statements of the registrant. /s/Terry L Johnson, CPA Casselberry, Florida

April 30, 2015 EX-16.1

EX-16.1

April 30, 2015 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 24, 2015 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S.

April 1, 2015 NT 10-K

CMG Holdings Group NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR

November 20, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2014 Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2014 Commission file number 000-51770 CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 87-0733770 (State or other jurisdictio

November 20, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: November 19, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S.

November 20, 2014 EX-17.1

3

Exhibit 17.1 November 19, 2014 To Shareholders of CMG Holdings Group, Inc: XA, The Experiential Agency, Inc. A forensic investigation conducted by current executives of XA and CMG has revealed an ongoing pattern of fraud at XA’s New York and Chicago offices that predated and extended through the tenure of former chairman, Ron Burkhardt. The pattern of fraud uncovered was instituted and overseen by

November 19, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2014 Commission file number 000-51770

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2014 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 organizat

November 14, 2014 NT 10-Q

CMGO / CMG Holdings Group, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333- 180653 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR For Period Ended: September 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Tr

September 30, 2014 EX-17.1

September 19, 2014

Exhibit 17.1 September 19, 2014 As discussed, I hereby resign from the board of CMG Holdings and XA Experiential Agency as of Sept 17 th, 2014. Sincerely, Jeff Devlin

September 30, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 19, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2014 Commission file number 000-51770

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2014 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)

July 21, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 29, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Em

June 10, 2014 SC 13G/A

CMGO / CMG Holdings Group, Inc. / ASHER ENTERPRISES INC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CMG HOLDINGS GROUP, INC. (Name of Issuer) Common Stock, $0.001 value per share (Title of Class of Securities) 125749101 (CUSIP Number) April 30, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

May 15, 2014 EX-4.1

CMG HOLDINGS GROUP, INC. Common Stock Purchase Warrant

Exhibit 4.1 WARRANT HOLDER:GLENN LAKEN NUMBER OF WARRANT SHARES: 40,000,000 ??? THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MAY NOT BE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UN

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2014 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)

May 15, 2014 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of the 30th day of April, 2014 (the ?Agreement?), by and between CMG HOLDINGS GROUP, INC., a Nevada corporation (?CMG?), having its principal place of business at 875 North Michigan Avenue, Chicago, IL 60611, and Glenn Laken (?Employee?) of CMG (Employee and CMG are collectively referred to as the ?Parties?). W

April 30, 2014 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 29, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Em

April 30, 2014 EX-99.1

April 30, 2014 ( Accesswire) –Chicago, IL.- The Board of Directors of CMG Holdings Group, Inc. ( OTCBB: CMGO) announces today the approval of a share buyback of up to 45 million shares of it’s common stock. The purchases will be made at the discretio

Exhibit 99.1 April 30, 2014 ( Accesswire) –Chicago, IL.- The Board of Directors of CMG Holdings Group, Inc. ( OTCBB: CMGO) announces today the approval of a share buyback of up to 45 million shares of it’s common stock. The purchases will be made at the discretion of the company through open market repurchases and or privately negotiated transactions. Chairman and CEO Glenn Laken said, “We are ver

April 28, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 to Form 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-51770 CMG HOLDINGS

April 15, 2014 EX-10.5

SERVICES AGREEMENT

Exhibit 10.5 SERVICES AGREEMENT This Services Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?A

April 15, 2014 EX-4.1

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

April 15, 2014 EX-21.1

Equity Owners and Percentage of Equity Securities Held

Exhibit 21.1 As of December 31, 2013, CMG Holdings Group, Inc. (the ?Company?) had the following subsidiary: Name Jurisdiction Equity Owners and Percentage of Equity Securities Held The Experiential Agency, Inc. Illinois 100% owned by the Company

April 15, 2014 EX-10.4

ROYALTY AGREEMENT

Exhibit 10.4 ROYALTY AGREEMENT This Royalty Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?AEA

April 15, 2014 EX-10.11

SETTLEMENT AGREEMENT AND RELEASES

Exhibit 10.11 SETTLEMENT AGREEMENT AND RELEASES THIS SETTLEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between and among James Ennis (?Ennis?), Scott Baily (?Baily?), Martin Boyle (?Boyle?), Hudson Capital Advisors (?Hudson?), Michael Vandetty (?Vandetty?) and CMG Holdings Group, Inc. (the ?Company? and, together with Ennis, Baily, Boyle, Hudson, and Vandetty, the ?Parties?). RECITALS

April 15, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 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. Em

April 15, 2014 EX-10.6

CALL OPTION AGREEMENT

Exhibit 10.6 CALL OPTION AGREEMENT THIS CALL OPTION AGREEMENT (this Agreement?) is made and entered into as of August 1, 2013 (the ?Effective Date?) by and between AudioEye, Inc., a Delaware corporation (?AudioEye?), and CMG Holdings Group Inc., a Nevada corporation (?Seller?). W I T N E S S E T H: WHEREAS, Seller is, as of the date hereof, the holder of record of 4,500,874 shares of AudioEye comm

April 15, 2014 EX-10.9

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.9 As of December 16, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013, September 14, 2013, November 7, 2

April 15, 2014 EX-10.7

[Remainder of page intentionally left blank; signature page follows.]

Exhibit 10.7 As of September 14, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013. In consideration of the mutual p

April 15, 2014 EX-10.14

INDEMNIFICATION AGREEMENT

Exhibit 10.14 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of February 5, 2014, by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), and (the ?Indemnitee?). WHEREAS, the Indemnitee was a director and/or officer of the Company; WHEREAS, the Indemnitee served as a director and/or officer of the Company, in part, in reliance on indemnity from the Company; WHEREAS, it is the Compa

April 15, 2014 EX-10.10

Modification of Separation Agreement and Release

Exhibit 10.10 Modification of Separation Agreement and Release This Modification Separation Agreement and Release (the ?Agreement?), dated June 26, 2013, is between CMG Holdings Group, Inc., a Nevada Corporation (the ?Company?) at 333 Hudson Street, Suite 303, New York, New York, and Alan Morell, an individual. (the ?Morell?). WITNESSETH: WHEREAS, Morell has signed a Separation Agreement on Septem

April 15, 2014 EX-10.14

INDEMNIFICATION AGREEMENT

Exhibit 10.14 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of February 5, 2014, by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), and (the ?Indemnitee?). WHEREAS, the Indemnitee was a director and/or officer of the Company; WHEREAS, the Indemnitee served as a director and/or officer of the Company, in part, in reliance on indemnity from the Company; WHEREAS, it is the Compa

April 15, 2014 EX-10.4

ROYALTY AGREEMENT

Exhibit 10.4 ROYALTY AGREEMENT This Royalty Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?AEA

April 15, 2014 EX-4.1

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

April 15, 2014 EX-4.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

April 15, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 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 Identificat

April 15, 2014 EX-10.13

-- Signature page follows --

Exhibit 10.13 AGREEMENT This AGREEMENT (the ?Agreement?) is made and entered into as of the 5th day of February, 2014 (the ?Effective Date?), by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), having its offices at principal place of business at 333 Hudson Street, Suite 303, New York, New York 10013, and (?Director?), having an address at (Director and the Company are collect

April 15, 2014 EX-10.8

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.8 As of November 7, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013 and as of September 14, 2013. In co

April 15, 2014 EX-10.8

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.8 As of November 7, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013 and as of September 14, 2013. In co

April 15, 2014 EX-10.10

Modification of Separation Agreement and Release

Exhibit 10.10 Modification of Separation Agreement and Release This Modification Separation Agreement and Release (the “Agreement”), dated June 26, 2013, is between CMG Holdings Group, Inc., a Nevada Corporation (the “Company”) at 333 Hudson Street, Suite 303, New York, New York, and Alan Morell, an individual. (the “Morell”). WITNESSETH: WHEREAS, Morell has signed a Separation Agreement on Septem

April 15, 2014 EX-10.12

TERMINATION AGREEMENT AND RELEASES

Exhibit 10.12 TERMINATION AGREEMENT AND RELEASES THIS TERMINATION AGREEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between Connied, Inc. ("Connied"), as successor in interest to Continental Investments Group, Inc. ("Continental"), and CMG Holdings Group, Inc. (the "Company") (the "Company, on the one hand, and "Continental" and "Connied'', on the other hand, hereinafter the "Parties")

April 15, 2014 EX-10.12

TERMINATION AGREEMENT AND RELEASES

Exhibit 10.12 TERMINATION AGREEMENT AND RELEASES THIS TERMINATION AGREEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between Connied, Inc. ("Connied"), as successor in interest to Continental Investments Group, Inc. ("Continental"), and CMG Holdings Group, Inc. (the "Company") (the "Company, on the one hand, and "Continental" and "Connied'', on the other hand, hereinafter the "Parties")

April 15, 2014 EX-4.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

April 15, 2014 EX-21.1

Equity Owners and Percentage of Equity Securities Held

Exhibit 21.1 As of December 31, 2013, CMG Holdings Group, Inc. (the ?Company?) had the following subsidiary: Name Jurisdiction Equity Owners and Percentage of Equity Securities Held The Experiential Agency, Inc. Illinois 100% owned by the Company

April 15, 2014 EX-10.7

[Remainder of page intentionally left blank; signature page follows.]

Exhibit 10.7 As of September 14, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013. In consideration of the mutual p

April 15, 2014 EX-10.11

SETTLEMENT AGREEMENT AND RELEASES

Exhibit 10.11 SETTLEMENT AGREEMENT AND RELEASES THIS SETTLEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between and among James Ennis (?Ennis?), Scott Baily (?Baily?), Martin Boyle (?Boyle?), Hudson Capital Advisors (?Hudson?), Michael Vandetty (?Vandetty?) and CMG Holdings Group, Inc. (the ?Company? and, together with Ennis, Baily, Boyle, Hudson, and Vandetty, the ?Parties?). RECITALS

April 15, 2014 EX-10.9

University of Arizona Science and Technology Park 9070 S Rita Road, Suite 1450 Tucson, AZ 85747 866.331.5324 • Fax 520.844.2989

Exhibit 10.9 As of December 16, 2013 CMG Holdings Group, Inc 333 Hudson Street, Suite 303 New York, NY 10013 Attn: Jeffrey Devlin, CEO Dear Mr. Devlin: AudioEye, Inc. (?AudioEye?) and CMG Holdings Group, Inc. (?CMG Holdings?) are party to that certain Call Option Agreement (the ?Call Option Agreement?), dated as of August 1, 2013, as amended as of August 30, 2013, September 14, 2013, November 7, 2

April 15, 2014 EX-10.13

-- Signature page follows --

Exhibit 10.13 AGREEMENT This AGREEMENT (the ?Agreement?) is made and entered into as of the 5th day of February, 2014 (the ?Effective Date?), by and between CMG Holdings, Inc., a Nevada corporation (the ?Company?), having its offices at principal place of business at 333 Hudson Street, Suite 303, New York, New York 10013, and (?Director?), having an address at (Director and the Company are collect

April 15, 2014 EX-10.5

SERVICES AGREEMENT

Exhibit 10.5 SERVICES AGREEMENT This Services Agreement (the ?Agreement?) is made and entered into as of , 2011 by and between CMG Holdings Group, Inc., a Nevada corporation (?CMGO?) and Audio Eye, Inc., a Delaware corporation (?AE?) with reference to the following: A. Pursuant to a Master Agreement dated as of June 22, 2011 (the ?Master Agreement?) between CMGO and Audio Eye Acquisition Corp. (?A

April 15, 2014 EX-10.6

CALL OPTION AGREEMENT

Exhibit 10.6 CALL OPTION AGREEMENT THIS CALL OPTION AGREEMENT (this Agreement?) is made and entered into as of August 1, 2013 (the ?Effective Date?) by and between AudioEye, Inc., a Delaware corporation (?AudioEye?), and CMG Holdings Group Inc., a Nevada corporation (?Seller?). W I T N E S S E T H: WHEREAS, Seller is, as of the date hereof, the holder of record of 4,500,874 shares of AudioEye comm

April 14, 2014 EX-16.1

April 14, 2014

Exhibit 16.1 April 14, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4 of CMG Holdings Group, Inc.’s Form 8-K dated April 14, 2014, and have the following comments: 1. We agree with the statements made as it pertains to our firm. 2. We have no basis on which to agree or disagree with any other statements of the Registrant

April 14, 2014 8-K

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 10, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Em

April 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 7, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Emp

April 3, 2014 8-K

Financial Statements and Exhibits - ACQUISITION OF GOOD GAMING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 2, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R.

April 3, 2014 EX-10.1

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT, dated as of March 24, 2014 (the “Agreement”) by and among CMG HOLDINGS GRORP, INC., a Nevada corporation (“CMG”), GOOD GAMING, INC., a corporation incorporated under the laws of Illinois (“Good Gaming”), and shareholders of Good Gaming named on the signature pages attached hereto (the “Good Gaming Shareholders”). WHEREAS, the aut

April 1, 2014 NT 10-K

- FORM 10-K 2013 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-K For Period Ended December 31, 2013 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) Mew York, New York 10013 City, state and zip code P

February 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CHANGE IN MANAGEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 5, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I

February 11, 2014 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of February 4, 2014 (the “Effective Date”) by and among XA, The Experiential Agency, Inc.

January 15, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CHANGE IN DIRECTORS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 14, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I

January 15, 2014 EX-99.1

CMG Holdings, Inc. Adds Powerhouse Board of Director

Exhibit 99.1 - Press Release CMG Holdings, Inc. Adds Powerhouse Board of Director January 15, 2014 / Chicago, Illinois / ACCESSWIRE / CMG Holdings Inc. (CMGO-OTCBB) Despite being on the precipice of a new trailblazing era, CMG Holdings, Inc. went out and added more firepower to its revamped Board of Directors by adding the multi-dimensional David J. Kovacs to the Board. With the addition of Mr. Ko

January 6, 2014 8-K

Other Events - NOTE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 6, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.

December 5, 2013 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2013 Commiss

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 26, 2013 8-K

Other Events - NOTE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: November 25, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

November 22, 2013 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2013 Commissio

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 15, 2013 NT 10-Q

- 3RD QUARTER 2013 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended September 30, 2013 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) New York, New York 10013 City, state and zip code

November 15, 2013 8-K

Other Events - NOTE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 2, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

October 9, 2013 8-K

Other Events - DEFINITIVE AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 2, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

September 30, 2013 SC 13G

CMGO / CMG Holdings Group, Inc. / ASHER ENTERPRISES INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CMG HOLDINGS GROUP, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 125749101 (CUSIP number) September 30, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

September 3, 2013 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A-2 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2013 Commission

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 28, 2013 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A-1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2013 Commission

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 23, 2013 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2013 Commission fil

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2013 NT 10-Q

- 2ND QUARTER 2013 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended June 30, 2013 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) New York, New York 10013 City, state and zip code PART

August 5, 2013 8-K

Regulation FD Disclosure - NOTE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 2, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

May 22, 2013 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A-2 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2013 Commissio

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 22, 2013 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2013 Commission

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 20, 2013 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2013 Commission fi

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 15, 2013 NT 10-Q

- 1ST QUARTER 2013 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended March 31, 2013 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) New York, New York 10013 City, state and zip code PART

April 30, 2013 8-K

Regulation FD Disclosure - NOTE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 30, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

April 24, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 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 Identific

April 19, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 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 Identificat

March 29, 2013 NT 10-K/A

- FORM 10-K 2012 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-K For Period Ended December 31, 2012 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) Mew York, New York 10013 City, state and zip code P

March 28, 2013 NT 10-K

- FORM 10-K 2012 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-K For Period Ended December 31, 2012 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 333 Hudson Street, Suite 303 Address of principal executive office (Street and number) Mew York, New York 10013 City, state and zip code P

March 20, 2013 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: March 20, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

February 26, 2013 8-K

Other Events - AUDIOEYE DISTRIBUTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 25, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

January 22, 2013 8-K

Regulation FD Disclosure - MESSAGE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 22, 2013 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I

December 19, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events - NEW MANAGEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: December 19, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

December 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events - CHANGE OF CONTROL OF REGISTRANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: November 26, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

November 28, 2012 8-K

Other Events - REGISTRANT DISCLOSURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: November 26, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

November 19, 2012 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2012 Commissio

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2012 NT 10-Q

- 3RD QUARTER 2012 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended September 30, 2012 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 5601 Biscayne Boulevard Address of principal executive office (Street and number) Miami, Florida 33137 City, state and zip code PART II R

November 8, 2012 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 28, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - RETIREMENT OF CEO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 27, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number)

September 28, 2012 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2012 Commission fil

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 28, 2012 EX-10.1

Separation Agreement and Release

Separation Agreement and Release This Separation Agreement and Release (the “Agreement”), dated September 27, 2012, is between CMG Holdings Group, Inc.

September 4, 2012 8-K

Regulation FD Disclosure - NOTICE TO SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 4, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (

August 22, 2012 EX-10

CMG Holdings Group, Inc. Announces the Completion of their Share Exchange with AudioEye Acquisition Corporation regarding AudioEye, Inc. and Elimination of Corporate Debt.

Exhibit 10 - Press Release CMG Holdings Group, Inc. Announces the Completion of their Share Exchange with AudioEye Acquisition Corporation regarding AudioEye, Inc. and Elimination of Corporate Debt. MIAMI, FL August 20, 2012 /PRNewswire/ - CMG Holdings Group, Inc. (CMGO) (OTCQB:CMGO.PK) (www.cmgholdingsinc.com), a full service marketing communications holding company operating across the sectors o

August 22, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - NOTICE OF RECORD DATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 22, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.

August 17, 2012 EX-10.1

ROYALTY AGREEMENT

ROYALTY AGREEMENT This Royalty Agreement (the “Agreement”) is made and entered into as of August 15, 2012 by and between CMG Holdings Group, Inc.

August 17, 2012 EX-10.2

SERVICES AGREEMENT

SERVICES AGREEMENT This Services Agreement (the “Agreement”) is made and entered into as of August 15, 2012 by and between CMG Holdings Group, Inc.

August 17, 2012 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - SALE OF SUBSIDIARY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 17, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.

August 14, 2012 NT 10-Q

- 2ST QUARTER 2012 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended June 30, 2012 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 5601 Biscayne Boulevard Address of principal executive office (Street and number) Miami, Florida 33137 City, state and zip code PART II RULE 1

August 7, 2012 8-K

Other Events - EXTENSION OF NOTE MODIFICATION PURCHASE AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 6, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

August 1, 2012 8-K

Other Events - EXTENSION OF NOTE MODIFICATION PURCHASE AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 31, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R.

June 29, 2012 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - SALE OF SUBSIDIARY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: June 25, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R.

June 29, 2012 EX-10.1

Stock Purchase Agreement dated June 25, 2012.

Exhibit 10.1 - Stock Purchase Agreement STOCK PURCHASE AGREEMENT BY AND AMONG CREATIVE MANAGEMENT GLOBAL, INC. AND CREATIVE MANAGEMENT OF DELAWARE, INC. AND CMG HOLDINGS GROUP, INC. DATED AS OF JUNE 25, 2012 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 25, 2012 by and among CREATIVE MANAGEMENT GLOBAL, INC. . a Delaware corporation (the “Buy

June 1, 2012 EX-10.1

OPTION, NOTE PURCHASE AND NOTE MODIFICATION AGREEMENT FOR PURCHASE AND MODIFICATION OF CONVERTIBLE NOTES

OPTION, NOTE PURCHASE AND NOTE MODIFICATION AGREEMENT FOR PURCHASE AND MODIFICATION OF CONVERTIBLE NOTES THIS OPTION, NOTE PURCHASE, MODIFICATION AND ESCROW AGREEMENT FOR PURCHASE OF CONVERTIBLE NOTES (this “Agreement”) is made as of the 13TH day of April, 2012, by and between AudioEye Acquisition Corp.

June 1, 2012 8-K

Financial Statements and Exhibits, Other Events - EXTENSION OF NOTE MODIFICATION PURCHASE AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: May 31, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R.S

May 30, 2012 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2012 Commission fi

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 23, 2012 10-Q

QUARTELY REPORT MARCH 31, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

QUARTELY REPORT MARCH 31, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 14, 2012 NT 10-Q

- 1ST QUARTER 2012 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q For Period Ended March 31, 2012 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 5601 Biscayne Boulevard Address of principal executive office (Street and number) Miami, Florida 33137 City, state and zip code PART II RULE

May 3, 2012 EX-10.1

OPTION, NOTE PURCHASE AND NOTE MODIFICATION AGREEMENT FOR PURCHASE AND MODIFICATION OF CONVERTIBLE NOTES

OPTION, NOTE PURCHASE AND NOTE MODIFICATION AGREEMENT FOR PURCHASE AND MODIFICATION OF CONVERTIBLE NOTES THIS OPTION, NOTE PURCHASE, MODIFICATION AND ESCROW AGREEMENT FOR PURCHASE OF CONVERTIBLE NOTES (this “Agreement”) is made as of the 13TH day of April, 2012, by and between AudioEye Acquisition Corp.

May 3, 2012 8-K

Financial Statements and Exhibits, Other Events - NOTE MODIFICATION PURCHASE AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 13, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

May 2, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 20, 2012 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R

May 2, 2012 EX-10.1

MUTUAL GENERAL RELEASE

MUTUAL GENERAL RELEASE THIS MUTUAL GENERAL RELEASE, is made as of the 20th day of April, 2012 by and among: A TO Z HOLDINGS, LLC, a Florida Limited Liability Company (“A TO Z”), PRIME EQUITY FUND IV LLC, a Delaware Limited Liability Company (“PRIME”), INFINITE ALPHA, INC.

April 27, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 5, 2011 (Date of earliest event reported) CMG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada - 000-51770 - 87-0733770 - (State of Incorporation) (Commission File Number) (I.R.S. Emp

April 27, 2012 EX-10.2

AMENDMENT NO. 1 TO MASTER AGREEMENT

AMENDMENT NO. 1 TO MASTER AGREEMENT This Amendment No. 1 Master Agreement (the “Amendment”) is made and entered into as of April 5, 2012 by and between AudioEye Acquisition Corp., a Nevada corporation (“AEAC”) and CMG Holdings Group, Inc., a Nevada corporation (“CMGO”) with reference to the following: A. AEAC and CMGO have entered into that certain Master Agreement dated as of June 22, 2011 (the “

April 25, 2012 EX-21.1

Direct and Indirect Subsidiaries of CMG Holdings Group, Inc.

EX-21.1 3 f10ka211-cmgo.htm SUBSIDIARIES EXHIBIT 21.1 Subsidiaries of the Company Direct and Indirect Subsidiaries of CMG Holdings Group, Inc. Company Name State of Incorporation Creative Management Group: Delaware CMG Acquisitions, Inc. Delaware CMGO Capital, Inc., Nevada CMGO Logistics, Inc., Nevada Creative Management Group, Inc. Delaware XA, The Experiential Agency, Inc. Nevada AudioEye, Inc.

April 25, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 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 Identific

April 18, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 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 Identificat

April 18, 2012 EX-21.1

Direct and Indirect Subsidiaries of CMG Holdings Group, Inc.

EX-21.1 2 ex21-1.htm Exhibit 21.1 Subsidiaries of the Company Direct and Indirect Subsidiaries of CMG Holdings Group, Inc. Company Name State of Incorporation Creative Management Group: Delaware CMG Acquisitions, Inc. Delaware CMGO Capital, Inc., Nevada CMGO Logistics, Inc., Nevada Creative Management Group, Inc. Delaware XA, The Experiential Agency, Inc. Nevada AudioEye, Inc. Delaware UsaveCT, In

March 30, 2012 NT 10-K

- FORM 10-K 2011 EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-K For Period Ended December 31, 2011 PART I REGISTRANT INFORMATION CMG HOLDINGS GROUP, INC. Full name of registrant Former name if applicable 5601 Biscayne Boulevard Address of principal executive office (Street and number) Miami, Florida 33137 City, state and zip code PART II RU

January 23, 2012 CORRESP

-

CMG HOLDINGS GROUP, INC. 5601 Biscayne Boulevard Miami, Florida 33137 January 23, 2012 Filed via EDGAR Ms.Jennifer Gowetski, Senior Counsel Division of Corporate Finance Securities and Exchange Commission Washington, D.C. 20549 Re: CMG Holdings Group, Inc. File No. 000-51770 Form 10-K for the year ended December 31, 2010 Filed April 21, 2011 Dear Ms. Gowetski: On behalf of CMG Holdings Group, Inc.

November 30, 2011 10-Q/A

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2011 Commiss

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 21, 2011 10-Q

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 Commission fil

QUARTELY REPORT JUNE 30, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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