UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 8-K

___________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date of ~~Exchange~~earliest ~~Act~~event ofreported) ~~1934~~May 17, 2024

~~Date~~CMG ofHOLDINGS ~~Report (Date of earliest event reported): December 6~~GROUP, ~~2022~~INC

~~CMG~~(Exact ~~HOLDINGS~~name ~~GROUP,~~of ~~INC.~~registrant as specified in its charter)

(Exact name of Registrant as specified in its Charter)

Nevada	000-51770	87-0733770
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Nevada		000-51770		87-0733770
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2130 North Lincoln Park West 8N

Chicago, IL 60614

(Address of principal executive offices) (Zip Code)

~~2130~~(773) N770-3440 ~~Lincoln~~Registrant's ~~Park~~telephone Wnumber ~~Suite~~including ~~8N,~~area ~~Chicago, IL 60614~~code

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, if changed since last report.)

(773)770-3440

(Registrant’s Telephone Number)

(Former name or address, if changed since last report)

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):

☐[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~☐Soliciting material~~[ ~~pursuant~~] Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐[ ] Pre-commencement ~~communications~~ communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~☐Pre-commencement~~Indicate by check mark whether the registrant ~~communications~~is ~~pursuant~~an toemerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ~~as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).[~~ X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ X]

~~CMG~~Item ~~Holdings Group, Inc~~4.01 isChanges ~~referred~~in toRegistrant’s ~~herein as “we”,~~Certifying ~~“us”, or “our” or the “Company”~~Accountant.

~~Item~~On May 83, 2024, our registered Certified Public Accountant, Ben Borgers, was sanctioned by the SEC and can no longer perform PCAOB audits.01 As a result of this action, our Company no longer has a certifying accountant. ~~Other~~We ~~Events~~are actively pursuing the engagement of a new certifying accountant and expect to have one in place in the near future. This was not a result of any actions by CMG Holdings Group, Inc.

CMG Holdings Group Inc. pursuant to the Board of Directors, has extended the warrant for 40,000,000 shares of common stock issued to the CEO and Chairman of the Board, Glenn B Laken, due to expire on December 15, 2022 until December 15, 2027. The warrant are extended at a strike price $0.0035 per warrant. No warrants have been exercised as of this date.

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.

		CMG HOLDINGS GROUP, INC.
		CMG HOLDING GROUP, INC.
Dated: December 6 , 2022		By: /s/ Glenn Laken
Dated: May 17, 2024		By: /s/ Glenn Laken
		Glenn Laken
		Chief Executive Officer

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