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CMG (CMGO)

Filed: 23 Apr 13, 8:00pm
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 Identification No.)

333 Hudson Street, Suite 303  
New York, New York 10013
(Address of principal executive offices) (Zip Code)
 
   Registrant's telephone number including area code (646) 688-6381 
   
   
   
 (Former Name or Former Address, if changed since last report) 
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001 par value
 
Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act. No Yes x
 
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No Yes x
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated 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 April 15, 2013, the aggregate market value of the Registrant’s voting and none-voting common stock held by non-affiliates of the registrant was approximately: $2,013,073 at $0.0068 price per share, based on the closing price on the OTC Pink Sheets. As of April 19, 2013, there were 337,564,955 shares of common stock of the registrant issued and outstanding.

Documents Incorporated by Reference: None
 
 
Explanatory Note

CMG Holdings Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), filed with the Securities and Exchange Commission on April 16, 2013 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
 
 101.INSXBRL INSTANCE DOCUMENTS
 101.SCHXBRL TAXONOMY EXTENSION SCHEMA
 101.CAL
XBRL 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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PART IV

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
 
1. Financial Statements
2. Financial Statement Schedules
3. Exhibits
 
EXHIBIT INDEX 
       
    Incorporated by
    Reference
      Filing Date/
Exhibit     Period End
Number Exhibit Description Form Date
       
2.1 Agreement and Plan of Reorganization dated May 27, 2008 between CMG Holding, Inc. and Creative Management Group, Inc.. 8-K May 5, 2008
3.1 Certificate of Incorporation of Pebble Beach Enterprises, Inc. dated July 26, 2004 10-SB February 1, 2006
3.2 Amendment to Certificate of Incorporation of CMG Holding, Inc.dated February 20, 2008 8-K February 20, 2008
3.3 Bylaws of CMG Holdings, Inc. 8-K February 20, 2008
 3.4 Certificate of the Designations, Powers Preferences and Rights of the Series A Convertible Preferred Stock dated March 31, 2011  8-K  April 6, 2011
3.6 Certificate of the Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock dated Marc h 31, 2011 8-K April 12, 2011
10.1 Stock Purchase Agreement AudioEye date March 31, 2010 10-K April 15, 2010
10.2 AudioEye Spinoff Master Agreement dated June 22, 2011 8-K June 24, 2011
 10.3 Revised AudioEye Spinoff Master Agreement dated April 5, 2012  8-K  April 27, 2012
14.1 Code of Ethics 10-KSB February 20, 2008
 21.1 Subsidiaries of the Registrant   10-K April 19, 2013
31.1 CMG Holdings Group, Inc. Certification of Chief Executive Officer pursuant to Section 302   10-K April 19, 2013
31.2 CMG Holdings Group, Inc. Certification of Chief Financial Officer pursuant to Section 302     10-K April 19, 2013
32.1 CMG Holdings Group, Inc. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002   10-K April 19, 2013
32.2 CMG Holdings Group, Inc. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.     10-K April 19, 2013
 101* Interactive Data Files for CMG Holdings Group, Inc. 10K for the Year Ended December 31, 2012    
 101 INS* XBRL Instance Document    
 101 SCH* XBRL Taxonomy Extension Schema Document    
 101 CAL* XBRL Taxonomy Extension Calculation Linkbase Document    
 101 DEF* XBRL Taxonomy Extension Definition Linkbase Document    
 101LAB* XBRL Taxonomy Extension Label Linkbase Document    
 101 PRE* XBRL Taxonomy Extension Presentation Linkbase Document    
       
* Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.  
 
4. Reports on Form 8-K
 
Description Form  Filing Date
     
Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers and Item 801 Otheer Event - New Management 8-K 12-19-2012
Item 502 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers and Item 801 Otheer Event - Change of Control 8-K  12-13-2012 
Item 8.01 Other Event - Registrant Disclosure 8-K   11-28-2012
 
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 CMG HOLDINGS GROUP, INC.
 (Registrant)
  
Date: April 24 , 2013By: /s/ JEFFREY DEVLIN
 Jeffrey Devlin
 Interim Chief Executive Officer & Chief Financial Officer
 (Duly Authorized Officer & Principal Financial and
 and Accounting Officer)

 
 
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