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May 21, 2020
Glenn Laken
Chief Executive Officer
CMG Holdings Group, Inc.
2130 North Lincoln Park West 8N
Chicago, IL 60614
Re:CMG Holdings Group, Inc.
Registration Statement on Form 10
Filed on May 7, 2020
File No. 000-51770
Dear Mr. Laken:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10 filed on May 7, 2020
The Company’s shares of common stock are traded from time to time on the OTC Pink Sheet
Market, page 7
1.We note your disclosure that you have become "fully-reporting" and will consider an
application for listing on a "higher exchange."  It is unclear what this disclosure means.
Specifically, if you mean that upon the effectiveness of this registration statement you
expect to become a public company with reporting obligations under Section 13(a) of the
Exchange Act, please revise to clarify.  In addition, please disclose, if known, the "higher
exchange" where you will apply to list your common stock and when you expect to
submit your application.

 FirstName LastNameGlenn Laken
 Comapany NameCMG Holdings Group, Inc.
 May 21, 2020 Page 2
 FirstName LastName
Glenn Laken
CMG Holdings Group, Inc.
May 21, 2020
Page 2
Item 15. Financial Statements and Exhibits, page 27
2.We note that your exhibit index indicates that your charter documents were filed as
exhibits to your registration statement on Form SB-2 filed on March 5, 2003.  However,
your Form 10-K filed on November 1, 2016 indicates that your charter documents are
filed as exhibits to the Form 10-KSB filed on February 1, 2006 and the Form 8-K filed on
February 1, 2006.  Please revise your disclosure to reconcile.
General
3.Please update your financial statements as required under Rule 8-08 of Regulation S-X.
4.We note the investor summary materials filed as exhibit 99.1 to the Form 8-K filed on
February 20, 2020.  In the materials, you state that you are beginning a tender offer for
38.5 million shares. Please tell us whether you commenced this tender offer.  If so, please
also tell us the current status of the offering and how you complied with applicable federal
securities laws.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ben Borgers