Smitters Roundtable of DD

[nupapa]

CMGO News Expected Soon (acquisition and shareholder divy)

http://sec.gov/Archives/edgar/data/1346655/000117892412000103/f8k1207_form-cmgo.htm

SECTION 8 - OTHER EVENTS
Item 8.01. Other Events.

This Current report on Form 8-K contains forward-looking statements which include, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “expects”, “intends”, “plans”, “believes, “seeks”, “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

On August 6, 2012, AudioEye Acquisition Corporation, CMGO Investors LLC and the Company have agreed to extend the closing date of the April 13, 2012 signed Option, Note Purchase, Modification and Escrow Agreement for the Purchase of the Convertible Notes as filed on Form 8-K on June 1, 2012, from August 7, 2012 to August 14, 2012, with time being of the essence, in order to coordinate the closing, in accordance with the terms and provisions agreed upon in the Amended Master Agreement signed April 13, 2012.

The extension of the closing date is in accordance with the amended the June 22, 2011 Master agreement between the Company and AudioEye Acquisition Corporation pursuant to which the shareholders of AudioEye Acquisition Corporation will acquire 80% of the capital stock of AudioEye, Inc. from the Company, and the Company will distribute to its shareholders, in the form of a dividend, 5% of the capital stock of Audioeye, Inc. The parties have concluded that it is in the best interests of all shareholders to amend the Master Agreement to separate the Spin-off and Share Exchange and to cause the satisfaction and release of the Notes to be effective as soon as practicable but no later than the closing of the Share Exchange.