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 1,
2010
(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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SECTION 8 - OTHER
EVENTS
Item
8.01 Other Events.
On
February 1, 2010, CMG Holdings, Inc. (the Registrant) announced that it intends
to raise between $1,250,000 to $2,500,000 for thirteen percent (13%) Senior
Secured Convertible Extendible Notes with Warrants.
The Notes
are expected to be issued under the following terms:
Maturity: 15 month
anniversary of the first closing.
Interest: 13.0% per
annum.
Conversion: In the event that the Notes
have not been repaid on or before the maturity date, the Investors may convert
the Notes in whole or in part into shares of the Registrant’s common stock at a
conversion price of $0.10 per share.
Security: All assets of
the Registrant.
The
Warrants are expected to be issued under the following terms:
Coverage: For each
$1,000 of Notes sold in the Offering, the Investors will receive an initial
5,000 Warrants. An additional 5,000 Warrants per $1,000 will be
issued to the Investors if the Notes have not been paid back on or prior to the
maturity date.
Exercise
Price: Each Warrant entitles the
Investors to purchase one (1) share of the Registrant’s common stock at an
exercise price of $0.10 per share.
Exercise
Period: The warrants shall have an exercise
period of seven (7) years from issuance.
The
private placement is subject to certain conditions including, but not limited
to, the execution of a definitive purchase agreement and there is no guarantee
that the private placement will be consummated.
The offer
and sale of the securities issued in the private placement will not be
registered under the United States Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the laws of such
state.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CMG HOLDINGS,
INC.
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(Registrant)
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Date: February
1, 2010
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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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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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