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, 2012March 31, 2013
Commission file number 000-51770
 CMG HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)

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

 5601 Biscayne Boulevard  
 Miami, Florida, USA 
 33137
 (Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (305) 751-1667
---------------------------------------------------------------

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x
As of September 28, 2012,May 20, 2013, the aggregate market value of the Registrant’s voting and none-voting common stock held by non-affiliates of the registrant was approximately: $5,530,638$2,760,278 at $0.02$0.01 price per share, based on the closing price on the OTC Pink Sheets. As of September 28, 2012,May 20, 2013, there were 277,022.221294,650,743 shares of common stock of the registrant issued and 276,985,047294,650,743 outstanding.

 
Explanatory Note

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EXPLANATORY NOTE


ThisCMG Holdings Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/10-K/A ("Amendment"(the “Amendment”) amendsto the Quarterly ReportCompany’s annual report on Form 10-Q10-K for the periodfiscal year ended June 30,December 31, 2012 as(the “Form 10-K”), filed with the Securities and Exchange Commission on September 28, 2012April 16, 2013 (the "Original Filing"“Original Filing Date”). This Amendment is being filed, solely to filefurnish Exhibit 101 which was describedto the Form 10-K in the exhibit indexaccordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Original Filing, but which was inadvertently omittedfollowing materials from the Original Filing.
Except for the amendment described above, no other portion of the Original Filing is being modified by this Amendment.

ITEM 6 – EXHIBITS

Exhibit No. Document DescriptionCompany’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):

31.1*Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2**Certification of Chief Financial Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1*Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2**Certification of Chief Financial Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 
 101**101.INSXBRL INSTANCE DOCUMENTS
101.SCHXBRL TAXONOMY EXTENSION SCHEMA
101.CAL
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related Notes to Condensed Consolidated Financial StatementsXBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB
XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*           No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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Reports on Form 8-K:

The Company filed a Form 8-K on January 21, 2013 - Item 7.01 - Regulation FD Disclosure - Message to Shareholders.
The Company filed a Form 8-K on February 25, 2013 - Item 8.01 - AudioEye Distribution.
The Company filed a Form 8-K on March 20, 2013 - Item 7.01 - Regulation FD Disclosure - Message to Shareholders.
Previously filedSIGNATURES.
**         Filed herewith.
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
  
 CMG HOLDINGS GROUP, INC.
 (Registrant)
  
  
Date: November 8, 2012May 22, 2013By: /s/ JAMES J. ENNISJEFFREY DEVLIN
 James J. EnnisJeffrey Devlin
 Chief Executive Officer, Chief Financial Officer and Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SIGNATURE NAME TITLE DATE
       
/s/James J. EnnisJeffrey Devlin James J. EnnisJeffrey Devlin CEO, CFO & Chairman of the Board November 8, 2012May 22, 2013
       
/s/Michael VandettyMichael VandettySecretary & DirectorNovember 8, 2012
       

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