SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 GROUP, INC.|
|(Exact name of registrant as specified in its charter)|
(State or other jurisdiction of
incorporation or organization)
|875 North Michigan Avenue|
|(Address of principal executive offices)||(Zip Code)|
Registrant's telephone number including area code (646) 688-6381
Indicate by check mark whether the issuer (1) 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 o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||o||Accelerated filer||¨|
Do not check if a smaller reporting company
|o||Smaller reporting company||x|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 21, 2013, there were 351,997,991 shares of common stock of the registrant issued and outstanding.
Documents incorporated by reference: None.
The purpose of this Amendment No. 2 to CMG Holdings Group, Inc. Quarterly Report on Form 10-Q/A for the period ended September 30, 2013 (“Form 10-Q”), initially filed with the Securities and Exchange Commission on November 22, 2013 and later amended on December 5, 2013, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulations S-T. Exhibit 101 to this Report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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 original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on 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 Act of 1034, as amended, and otherwise are not subject to liability under those sections.
|Exhibit Number||Description of Exhibit||Filing Reference|
|31.01||Certification of Principal Executive Officer Pursuant to Rule 13a-14.||Filed herewith.|
|31.02||Certification of Principal Financial Officer Pursuant to Rule 13a-14.||Filed herewith.|
|32.01||CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.||Filed herewith.|
|101.INS||XBRL Instance Document||Filed herewith.|
|101.SCH||XBRL Taxonomy Extension Schema Document||Filed herewith.|
|101.CAL||XBRL Taxonomy Extension Calculation Linkbase Document||Filed herewith.|
|101.DEF||XBRL Taxonomy Extension Definition Linkbase Document||Filed herewith.|
|101.LAB||XBRL Taxonomy Extension Label Linkbase Document||Filed herewith.|
|101.PRE||XBRL Taxonomy Extension Presentation Linkbase Document||Filed herewith.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|CMG HOLDINGS GROUP, INC.|
|Date: April 28, 2014||By:||/s/ Glenn Laken|
|Name: Glenn Laken|
|Title: Chief Executive Officer|
|Date: April 28, 2014||By:||/s/ Jeffrey Devlin|
|Name: Jeffrey Devlin|
|Title: Chief Financial Officer|