CMG Holdings Group Inc (CMGO)

[FergusVI]

Explanatory Note

CMG Holdings Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2013 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 23, 2013 (the “Original Filing Date”), to remove the word "convertible" from the terms of the Infinity Alpha promissory note.

No other changes have been made to the Form 10-Q. 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.