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 6,
2009
(Date of
earliest event reported)
CMG HOLDINGS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51770
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87-0733770
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5601 Biscayne
Boulevard
Miami, FL 33137
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(Address
of principal executive offices) (Zip Code)
(305) 751-1667
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(Registrant’s
telephone no., including area code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
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[
] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
SECTION 1 - REGISTRANT'S
BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive
Agreement.
Effective
March 6, 2009, the Registrant, through a wholly owned subsidiary CMGO Capital,
Inc., a Nevada corporation, completed a Note Purchase Agreement with Bank of
America to purchase the senior secured debt obligations of The Experiential
Agency, Inc.
SECTION 8 - OTHER
EVENTS
Item
8.01 Other Events.
Effective
March 6, 2009, the Registrant changed its transfer agent from U.S. Stock
Transfer, Corp. to:
Corporate
Stock Transfer, Inc.
3200 Cherry Creek South Drive, Suite 430
Denver, Colorado 80209
Telephone: (303) 282-4800
Fax (303) 282-5800
www.corporatestock.com
SIGNATURE
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CMG HOLDINGS,
INC.
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(Registrant)
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Date: March
6, 2009
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By:
/s/ ALAN
MORELL
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Alan
Morell
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Chief
Executive Officer
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(Duly
Authorized Officer)
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Date: March
6, 2009
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By:
/s/ JAMES J.
ENNIS
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James
J. Ennis
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Chief
Financial Officer
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(Principal
Financial
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and
Accounting Officer)
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2