UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-QSB





(X)
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED: MARCH 31,
      2007





(_)
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _____________ to _____________.





Commission
File No. 000-29019




CHINA
ENTERTAINMENT GROUP, INC.


(Name of
small business issuer as specified in its charter)




NEVADA
            
            22-3617931(State
      or jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)Unit
      3409 Shun Tak Centre, West Tower,
              168-200
      Connaught Road Central, Hong Kong
            
            n/a(Address
      of principal executive offices)
            
            (Zip
      Code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes oNo þ




The
registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).     Yes oNo þ




APPLICABLE
ONLY TO CORPORATE ISSUERS:





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date.  As of March 11, 2008, there were
approximately 128,963,425 shares of the issuer's $.001 par value common stock
issued and outstanding.




Transitional
Small Business Disclosure Form (Check one):  Yes o No þ










TABLE OF
CONTENTS


TO
QUARTERLY REPORT ON FORM 10-QSB


FOR
PERIOD ENDED MARCH 31, 2007







PagePART
      I
            FINANCIAL
      INFORMATION
            
            1Item
      1.
            Financial
      Statements
            
            1Condensed
      Consolidated Balance Sheet (unaudited)
            
            1Condensed
      Consolidated Statement of Operations (unaudited)
            
            2Condensed
      Consolidated Statement of Cash Flows (unaudited)
            
            3Notes
      to Condensed Consolidated Financial Statements
            
            4Item
      2.
            Management’s
      Discussion and Analysis or Plan of Operations
            
            9Item
      3.
            Controls
      and Procedures
            
            16PART
      II
            OTHER
      INFORMATION
            
            16Item
      1.
            Legal
      Proceedings
            
            16Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            16Item
      3.
            Defaults
      Upon Senior Securities
            
            16Item
      4.
            Submission
      of Matters to Vote of Security Holders
            
            16Item
      5.
            Other
      Information
            
            16Item
      6.
            Exhibits
            
            17Signatures
            
            18




(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)




i




PART
I - FINANCIAL INFORMATION
   ITEM
      1.
              FINANCIAL
      STATEMENTS
   CHINA
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
 March
      31,
                2007
              
              
              December
      31,
                2006$
              
              
              
              $ASSETSCurrent
      AssetsCash
      and cash equivalents
              
              
              951,756
              
              
              
              1,019,888Accounts
      receivable
              
              
              55,744
              
              
              
              112,951Deposits
      paid to artist management services
              
              
              956,250
              
              
              
              1,038,113Prepaid
      expenses and other current assets
              
              
              64,429
              
              
              
              94,850Amount
      due from an affiliate
              
              
              15,771
              
              
              
              15,771Total
      current assets
              
              
              2,043,950
              
              
              
              2,281,573Fixed
      assets, net
              
              
              35,440
              
              
              
              38,183Total
      assets
              
              
              2,079,390
              
              
              
              2,319,756LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCurrent
      LiabilitiesAccounts
      payable
              
              
              121,742
              
              
              
              120,279Accrued
      liabilities and other liabilities
              
              
              250,913
              
              
              
              389,053Deposits
      received from customers
              
              
              1,273,597
              
              
              
              1,255,754Amounts
      due to affiliates
              
              
              1,674,616
              
              
              
              1,636,005Total
      current liabilities
              
              
              3,320,868
              
              
              
              3,401,091Commitments
      and contingenciesStockholders’
      DeficiencyCommon stock, $0.001 par value; 200,000,000 shares
    authorized;128,963,425
      shares issued and outstanding
              
              
              128,963
              
              
              
              128,963Additional
      paid-in capital
              
              
              118,762
              
              
              
              118,762Accumulated
      deficit
              
              
              (1,489,203
              )
              
              
              (1,329,060
              )Total
      stockholders’ deficiency
              
              
              (1,241,478
              )
              
              
              (1,081,335
              )Total
      liabilities and stockholders’ deficiency
              
              
              2,079,390
              
              
              
              2,319,756
   The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  1
  CHINA
ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
  Three
      months ended
                March
      31,2007
              
              
              2006$
              
              
              $Revenue,
      net
              
              
              99,546
              
              
              
              581,240Other
      revenue
              
              
              629
              
              
              
              168General
      and administrative expenses
              
              
              (260,318
              )
              
              
              (272,479
              )Provisions
      for impairment of deposits paid and other current assets
              
              
              -
              
              
              
              (318,180
              )Loss
      before income tax
              
              
              (160,143
              )
              
              
              (9,251
              )Income
      tax
              
              
              -
              
              
              
              -Net
      loss
              
              
              (160,143
              )
              
              
              (9,251
              )Basic
      and diluted loss per share
              
              
              (0.0012
              )
              
              
              (0.0001
              )Basic
      and diluted weighted average shares outstanding
              
              
              128,963,425
              
              
              
              128,963,425
   The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  2
  CHINA ENTERTAINMENT GROUP, INC. AND
SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
  Three
      months
                March
      31,2007
              
              
              2006$
              
              
              $Operating
      activitiesNet
      loss
              
              
              (160,143
              )
              
              
              (9,251
              )Adjustments
      to reconcile net loss to net cash (used in) provided by operating
      activitiesDepreciation
              
              
              2,743
              
              
              
              2,716Provisions
      for impairment of deposits paid and other current assets
              
              
              -
              
              
              
              318,180Changes
      in operating assets and liabilitiesDecrease
      in accounts receivable
              
              
              57,207
              
              
              
              32,558Decrease
      in deposits paid, prepaid expenses and other current
assets
              
              
              112,284
              
              
              
              278,323Decrease
      in accounts payable, accrued liabilities, other liabilities and deposits
      received
              
              
              (118,834
              )
              
              
              (461,496
              )Net
      cash (used in) provided by operating activities
              
              
              (106,743
              )
              
              
              161,030Financing
      activitiesAdvances
      from affiliates
              
              
              38,611
              
              
              
              387,064Net
      cash provided by financing activities
              
              
              38,611
              
              
              
              387,064(Decrease)/increase
      in cash and cash equivalents
              
              
              (68,132
              )
              
              
              548,094Cash
      and cash equivalents, beginning of period
              
              
              1,019,888
              
              
              
              269,760Cash
      and cash equivalents, end of period
              
              
              951,756
              
              
              
              817,854
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  3
  CHINA ENTERTAINMENT GROUP,
INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   Note
      1.
              LIQUIDITY
      AND GOING CONCERN
  As of
March 31, 2007 and December 31, 2006, the Company had negative working capital
and accumulated deficit. These matters raise substantial doubt about the
Company’s ability to continue as a going concern. Although the Company expects
to incur additional losses for at least next twelve months, the Company
anticipates that its current cash and cash equivalents and the ability to borrow
from affiliates will be sufficient to fund its operations at least through March
31, 2008. This assumes the Company either achieves profitable operations and the
cash burn rate from the results experienced in the recent past does not increase
significantly. If, however, the Company is unable to realize profitable
operations and additional resources are required to operate, the Company may be
forced to borrow additional funds, which could increase the risk of operating as
a going concern, or cease operations. The condensed consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities or any other adjustments that might be necessary should the Company
be unable to continue as a going concern.
  Note
      2.
              SUMMARY
      OF PRINCIPAL ACCOUNTING POLICIES
 
 Basis
of presentation
 
 The
condensed consolidated financial statements include the accounts of China
Entertainment Group, Inc. and its subsidiaries. The condensed consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“US GAAP”). All significant
intercompany transactions and balances have been eliminated.
 
 The
condensed consolidated financial statements are unaudited and, in our opinion,
include all adjustments, consisting of normal recurring adjustments and accrued
liabilities necessary for a fair presentation of our condensed consolidated
balance sheets, operating results and cash flows for the periods presented.
Operating results for the periods presented are not necessarily indicatives of
the results for a full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with US GAAP
have been condensed or omitted in accordance with the rules and regulations of
the Securities and Exchange Commission (“SEC”). The condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and accompanying notes included in the 2006 annual report
on Form 10-KSB.
 
 Reclassifications
 
 Certain
financial statements line items have been reclassified to conform to the current
period presentation and have no impact on the previously reported consolidated
net revenue, operating result, or net financial position.
 
 Concentration
risk
 
 The
Company is subject to certain concentration of risk as follow:
 
 ·
              Due to accounts
      receivable – Accounts receivable as at March 31, 2007 and December
      31, 2006 includes 3 customers that each accounted for more than 10% of the
      accounts receivable balance as at the respective balance sheet
      date.
 ·
              Due to revenue and major
      customers – For the three months ended March 31, 2007 and 2006, 6
      and 1 artists that each accounted for more than 10% of the Company’s net
      revenue during the corresponding
period.
 
 4
  CHINA ENTERTAINMENT GROUP,
INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   Share-based
compensation
 
 Prior to
January 1, 2006, the Company applied Statement of Financial Accounting Standards
(“SFAS”) 123 and Accounting Principle Board Opinion (“APB”) No. 25 in accounting
for its stock option plans that no compensation cost would be recognized in the
Company’s consolidated financial statements for stock options granted under any
of the stock option plans which on the date of grant the exercise price per
share was equal to or exceeded the fair value per share. Compensation cost was
only recognized for warrants and options granted to non-employees for services
provided. Effective January 1, 2006, the Company adopted the provisions of SFAS
123-R, Share-Based
Payment (“SFAS 123(R)”) in recording and disclosing its share-based
compensation. SFAS 123(R) requires that all share-based payments to employees,
including grants of stock options, is measured based on their grant-date fair
value and recognize as expense. The adoption of SFAS 123(R) has no significant
impact on the result of operations for the three months ended March 31, 2007 as
the Company did not have share-based compensation during that
period.
 
 Note
      3.
              RECENT
      ACCOUNTING PRONOUNCEMENTS
  In
February 2006, the Financial Accounting Standards Board (the
“FASB”) issued SFAS 155, Accounting for Certain Hybrid
Financial Instruments – an amendment of FASB Statements 133 and 140
(“SFAS 155”).  The statement permits interests in hybrid financial
instruments that contain an embedded derivative that would otherwise require
bifurcation, to be accounted for as a single financial instrument at fair value,
with changes in fair value recognized in earnings. This election is permitted on
an instrument-by-instrument basis for all hybrid financial instruments hold,
obtain, or issue as of the adoption date. The provisions of SFAS 155 are
effective for the Company on January 1, 2007.  The application of this
guidance has not had a material effect on the Company’s consolidated financial
positions, cash flows and results of operation.
   In June
2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income
Taxes — an Interpretation of FASB Statement No. 109 (“FIN 48”),
which clarifies the accounting for uncertainty in tax positions. This
interpretation requires that the Company recognize in its financial statements
the impact of a tax position if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective for the Company on January 1, 2007, with
the cumulative effect of the change in accounting principle, if any, recorded as
an adjustment to opening retained earnings. The application of this guidance has
not had a material effect on the Company’s consolidated financial positions,
cash flows and results of operation.
  In
September 2006, the FASB issued SFAS 157, Fair Value Measurements
(“SFAS 157”), which provides guidance about how to measure assets and
liabilities that use fair value. SFAS 157 will apply whenever another US GAAP
standard requires (or permits) assets or liabilities to be measured at fair
value but does not expand the use of fair value to any new circumstances. This
standard will also require additional disclosures in both annual and quarterly
reports. SFAS 157 will be effective for financial statements issued for fiscal
years beginning after November 15, 2007, and will be adopted by us beginning in
the first quarter of 2008.  The Company does not expect there to be
any significant impact of adopting SFAS 157 on its consolidated financial
positions, cash flows and results of operation.
  In
September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) 108,
Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements (“SAB 108”). SAB 108 was issued to eliminate the
diversity of practice in how public companies quantify misstatements of
financial statements, including misstatements that were not material to prior
years’ financial statements.  The Company began to apply the
provisions of SAB 108 to its annual financial statements for the year ending
December 31, 2006.  The application of this guidance has not had a
material effect on the Company’s consolidated financial positions, cash flows
and results of operation.
  In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115 (“SFAS 159”), which will be effective for the Company beginning
January 1, 2008. This standard permits entities to choose to measure many
financial instruments and certain other items at fair value and consequently
report unrealized gains and losses on such items in earnings. The Company does
not expect there to be any significant impact of adopting this standard on its
consolidated financial positions, cash flows and results of
operation.
  5
  CHINA ENTERTAINMENT GROUP,
INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations (“SFAS
141(R)”).  SFAS 141 (R) establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired.  SFAS 141 (R) also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination.  SFAS 141 (R) will be
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and will be adopted by us beginning in the first quarter of
2009.  The Company does not expect there to be any significant impact
of adopting SFAS 141 (R) on its consolidated financial position, cash flows and
results of operations.
 
 In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research Bulletin
No.51(“SFAS 160”).  SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent’s ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated.  SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS 160 will
be effective for financial statements issued for fiscal years beginning after
December 15, 2008, and will be adopted by us beginning in the first quarter of
2009.  The Company does not expect there to be any significant
impact of adopting SFAS 160 on its consolidated financial position, cash flows
and results of operations.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force (“EITF”)), the American Institute of Certified Public
Accountants (“AICPA”), and the SEC did not or are not believed by management to
have a material impact on the Company's present or future consolidated financial
statements.
 
 Note
      4.
              SEGMENT
      INFORMATION
 
 Operating
segments are defined as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operation decision maker, or decision-making group, in deciding how to allocate
resources and in assessing performance. Metrolink Pacific Limited’s (“MPL’s”)
wholly-owned subsidiaries are as follows: Anglo Market International Limited
("AMIL"), China Star Management Limited ("CSML"), and Metrolink Global Limited
("MGL"). The principal activities of MPL’s subsidiaries are the provision of
artist management services. The “other” column represents unallocated
corporate-related costs of the parent company.
 
 The
Company’s segment information for the three months ended March 31, 2007 and 2006
and as at March 31, 2007 and 2006 are as follows:
  2007
              AMIL
              CSML
              MGL
              OTHER
              Total$
              $
              $
              $
              $Revenue,
      net
              49,231
              50,315
              -
              -
              99,546Net
      (loss) income
              45,402
              (184,338)
              (3,846)
              (17,361)
              (160,143)Total
      assets
              80,884
              1,117,408
              881,098
              -
              2,079,390
  2006
              AMIL
              CSML
              MGL
              OTHER
              Total$
              $
              $
              $
              $Revenue,
      net
              4,968
              576,272
              -
              -
              581,240Net
      (loss) income
              1,082
              253,125
              (262,785)
              (673)
              (9,251)Total
      assets
              21,290
              1,619,413
              753,487
              -
              2,394,190
  6
 CHINA ENTERTAINMENT GROUP,
INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Geographic
information is based on the location of the selling service. Revenues from
external customers by geographic region are as follows:
  Three
      month endedMarch
      312007
              
              
              2006People’s
      Republic of China
              
              
              51
              %
              
              
              -Hong
      Kong
              
              
              49
              %
              
              
              99
              %United
      States of America
              
              
              -
              
              
              
              1
              %100
              %
              
              
              100
              %
 
 
 Note
      5.
              INCOME
      TAX
 
 No income
tax was provided for the three months ended March 31, 2007 and 2006 as the
Company and its subsidiaries did not have assessable profit at each period
presented.
 
 Note
      6.
              CONTINGENCIES
 
 Litigations
 
 Lang, et
al. v. Welch, et al. (China Entertainment Group, Inc.) (United States District
Court, Central District California, Case No. CV 07-1068-GHK-PJWx). 
On December 20, 2006, plaintiffs Sanford Lang and Martin Goldrod
(collectively, “Plaintiffs”) initiated a lawsuit in the Los Angeles Superior
Court, Central District, alleging claims for fraud, breach of contract,
violations of RICO, and civil conspiracy against several parties, including the
Company.  The Company was provided with a copy of Plaintiffs’ Complaint on
or about February 28, 2007, after the matter was removed to United States
District Court.  According to the Complaint, the Company is a “nominal
Defendant” as Plaintiffs purport to assert claims derivatively on its
behalf.  Accordingly, it appears that no relief sought against the
Company itself.  On or about January 31, 2008, Plaintiffs and
Defendants, including the Company, entered into a confidential settlement
agreement to resolve all claims pending between them.  Subject to
satisfactory discharge of certain obligations, as set
forth in the confidential settlement agreement,it is anticipated that a
dismissal of the action will be filed no later than early January
2009.
 
 SEC
filings
 
 The
Company has failed to comply with substantially all of the obligations imposed
upon it by the Securities Exchange Act of 1934 Act (the “1934 Act”) and is
delinquent in filing its periodic filings including its annual report on Form
10-KSB for 2006 and its 2007 quarterly reports on Form 10-QSB. As a result, the
Company and its officers and directors could be subject to substantial civil and
criminal penalties due to such non-compliance. There can be no assurance that
substantial civil and criminal penalties will not be imposed.
  7
  CHINA ENTERTAINMENT GROUP,
INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENDSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 Note
      7.
              RELATED
      PARTY TRANSACTIONS
 
 Amounts
due from/to affiliates are unsecured, interest-free and due on demand. The
following table summarizes significant related party balances at March 31, 2007
and December 31, 2006:
  Related
      party
              
              Nature
      of relationship and control
              
              Description
      of transactions
              
              March
      31, 2007
              
              December
      31, 2006$
              
              $Due
      fromTogether
      Again Limited (“TAL”)
              
              Intermediate
      holding company, 51% owned by Colima Enterprise Holdings, Inc. (“Colima”)
      and 49% owned by China Star Entertainment Limited (“China
      Star”)
              
              Amount
      receivable in relation to service income and funds transferred between
      entities for working capital purposes
              
              15,771
              
              15,771Due
      toMs.
      Chen Ming Yin, Tiffany
              
              Director
      of the Company
              
              Director
      compensation
              
              19,231
              
              15,385Mr.
      Tang Chien Chang
              
              Director
      of the Company
              
              Funds
      transferred to the Company for working capital purposes
              
              215,263
              
              277,006Imperial
      International Limited (“Imperial”)
              
              Intermediate
      holding company, ultimately owned by Colima
              
              Funds
      transferred between entities for working capital purposes
              
              661,922
              
              663,845China
      Star HK Distribution Limited (“China Star Distribution”)
              
              Related
      company, a subsidiary of China Star which owned 49% of TAL
              
              Amount
      receivable in relation to service income and funds transferred between
      entities for working capital purposes
              
              778,200
              
              679,7691,674,616
              
              1,636,005
 
 Related
party transactions included in the condensed consolidated statement of income
for the periods presented include the following:
 
 Three
      months endedMarch
      31,Related
      party
              
              Nature
      of relationshipand
      control
              
              Description
      of transactions
              
              2007
              
              2006$
              
              $China
      Star Distribution
              
              Related
      company, a subsidiary of China Star which owned 49% of TAL
              
              Service
      income, net (note a)
              
              15,449
              
              541,205China
      Star
              
              Related
      company, owned 49% of TAL
              
              Management
      fee paid
                (note
      b)
              
              26,923
              
              26,923China
      Star Laser Disc Company Limited
              
              Related
      company, a subsidiary of China Star which owned 49% of TAL
              
              Management
      fee paid
                (note
      b)
              
              126,923
              
              126,923
  Notes:
                (a)
                The
      transactions were carried out at market price or, where no market price
      was available, at cost plus a percentage profit
mark-up.(b)
                The
      transactions were carried out at terms agreed between both
      parties.
 Note
      8.
              SUBSEQUENT
      EVENT
 
 Effective
December 31, 2007, the major stockholder of the Company approved the Disposal of
100% of total issued and paid up capital of MPL to Imperial at a consideration
of $1 and the accounts of MPL and its subsidiaries have been deconsolidated from
the Company effectively from the effective date of the Disposal. Subsequent to
the Disposal, the Company has no active operation and is searching for a new
business opportunity.
 8
 ITEM
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
  THE
FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT
OF THE COMPANY.  FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL
FACT.  FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT",
"ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD",
"CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE
TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING
INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS
MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.  OUR
FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO
REPRESENTATION, GUARANTEE, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS.
 
 THE
ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE
FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO
UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER
CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF
DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS
FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS.  WE CANNOT
GUARANTY THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
 
 INTRODUCTION
 
 China
Entertainment Group, Inc. (together with our direct and indirect subsidiaries,
and their respective predecessors, unless the context otherwise requires, the
"Company") is a multi-faceted entertainment company with historically profitable
operations in film, television, print and music artist management fees comprised
of talent development fees, artist casting, booking and brokering commissions,
and artist promotional fees. Our Company's Board of Directors and management
team is comprised of senior management from the group headed by China Star
Entertainment Limited ("China Star," and together with its subsidiaries, "China
Star Group"), a Hong Kong listed company and one of the largest media companies
in Asia.
 
 As of
March 31, 2007, we owned all of the equity interest in Metrolink Pacific Limited
("MPL"), a British Virgin Islands corporation. MPL, in turn, owns a 100% equity
interest in Anglo Market International Limited, a corporation incorporated in
the British Virgin Islands on September 15, 2000, a 100% equity interest in
China Star Management Limited, a company incorporated in Hong Kong on September
6, 1985, and a 100% equity interest in Metrolink Global Limited, a corporation
incorporated in the British Virgin Islands on September 10, 2004. MPL's
subsidiaries currently provide artist management, talent development and artist
brokering services.   Our principal executive office is located
at Unit 3409 Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong
Kong. Our telephone number is 011-852-2313-1888.
 
 HISTORICAL
BACKGROUND
 
 We were
originally incorporated in the state of Nevada as Shur De Cor, Inc. ("Shur De
Cor") on August 14, 1987. By 1999, Shur De Cor was a public company with no
operations searching for a business opportunity. In April 1999, Shur De Cor
merged with Interactive Marketing Technology, Inc., a New Jersey corporation
("Interactive New Jersey"), in an arm's length transaction. Interactive New
Jersey was engaged in the business of direct marketing of consumer products and
desired to become a public company. Shur De Cor was the surviving corporation
and changed its name to Interactive Marketing Technology, Inc. Shur De Cor's
management resigned and the management of Interactive New Jersey filled the
vacancies.
  9
 
 Through
our then wholly owned subsidiary, IMT's Plumber, Inc., we produced, marketed,
and sold a licensed product called the Plumber's Secret, which was discontinued
during fiscal 2001. In May 2002, we discontinued our former business and
actively sought to either acquire a third party, merge with a third party or
pursue a joint venture with a third party in order to re-enter our former
business of direct marketing of proprietary consumer products in the United
States and worldwide.
 
 On
November 17, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, entering into a Share Exchange Agreement (the "Agreement")
with MPL, an international business company organized to do business under the
laws of the British Virgin Islands. At that time, MPL was wholly owned by
Imperial International Limited ("Imperial"), a company incorporated under the
laws of the British Virgin Islands. The parent company and 100% owner of
Imperial is Together Again Limited ("Together Again").
  On
November 17, 2004, the Board also approved, subject to shareholder approval,
amendments to our Articles of Incorporation to change our corporate name ("Name
Change") from Interactive Marketing Technology, Inc. to China Artists Agency,
Inc. ("China Artists"), and to increase the authorized common stock of the
Company to 200,000,000 shares (the "Authorized Share Increase"). On that same
date, and also subject to shareholder approval, the Board also approved a 1 for
1.69 reverse stock split to accommodate the terms of the Agreement (the "Reverse
Split"), and a spin-off of the Company's existing business, including its assets
and liabilities, into a Nevada corporation formed as the Company's wholly owned
subsidiary into a separate public company by means of a pro-rata share dividend
(the "Spin-off").
 
 The
above-described actions approved by the Board also required approval by a
majority of the Company's shareholders under Nevada Revised Statutes. Thus, on
November 15, 2004, as authorized by the Nevada Revised Statutes, the majority
shareholders, who together owned 50.4% of our issued and outstanding shares of
common stock, approved the Agreement, the Authorized Share Increase, the Name
Change, the Reverse Split, and the Spin-off by action of written
consent.
 
 On
November 17, 2004, the Company, as contemplated under the Agreement, issued an
aggregate of 109,623,006 shares of its common stock to Imperial, the sole
shareholder of MPL, in exchange for 100% of the issued and outstanding shares of
MPL capital stock transferred to China Artists by Imperial at the closing (the
"Share Exchange"). The acquisition of the 100% interest includes MPL's interests
in its subsidiaries, Anglo Market International Limited, China Star Management
Limited, and Metrolink Global Limited (hereinafter MPL and its subsidiaries are
collectively referred to as the "Metrolink Group"). Upon completion of the Share
Exchange, MPL became the Company's wholly owned subsidiary and China Artist's
former owner subsequently transferred control of China Artists to
Imperial.  We relied on Rule 506 of Regulation D of the Securities Act
of 1933, as amended, (the "Act") in regard to the shares that we issued pursuant
to the Share Exchange.  We believe this offering qualified as a
"business combination" as defined by Rule 501(d).  Reliance on Rule
506 requires that there are no more than 35 non-accredited purchasers of
securities from the issuer in an offering under Rule 506.  MPL
represented to us that it had one stockholder who certified that it was an
“accredited investor” as defined in Rule 501(a) of Regulation D.  MPL
also represented to us that there had been no advertising or general
solicitation in connection with this transaction.  The Company's
Certificate of Amendment to our Articles of Incorporation to effect the Name
Change, the Reverse Split, and the Authorized Share Increase was filed with the
Nevada Secretary of State and became effective on December 21, 2004. Concurrent
with Name Change, Reverse Split and Authorized Share Increase, the Company also
obtained a new stock symbol, "CAAY", and a new CUSIP Number.  The new
stock symbol and CUSIP number also became effective on December 21,
2004.
 
 The
Spin-off, which was approved by both the Board and the majority shareholders
prior to the closing of the Agreement, resulted in the formation of a separate
public company, All Star Marketing, Inc. ("All Star"). All Star is a Nevada
corporation and it was formed as a wholly owned subsidiary of the Company. The
Spin-off was satisfied by means of a pro-rata share dividend to the Company's
shareholders of record as of December 10, 2004. The purpose of the Spin-Off was
to allow the subsidiary to operate as a separate public company and raise
working capital through the sale of its own equity. This allows our management
to focus exclusively on our business after the Share Exchange, while at the same
time, allowing the spun-off company to have greater exposure by trading as an
independent public company. Additionally, the shareholders and the market can
then more easily identify the results and performance of the Company as a
separate entity from that of All Star.
  10
 
 On June
27, 2005, the Company's Board of Directors and the Company's majority
shareholder approved and authorized a name change to China Entertainment Group,
Inc.  The Certificate of Amendment to our Articles of Incorporation to
effect our name change to China Entertainment Group, Inc. was filed with the
Nevada Secretary of State and became effective on August 4, 2005. Concurrent
with the Name Change, we also obtained a new stock symbol, "CGRP", and a new
CUSIP Number.  The new stock symbol and CUSIP number became effective
on August 9, 2005.
  On
January 17, 2008, the Company entered into an Agreement (“Agreement”) with
Imperial, the Company’s current majority shareholder, pursuant to which the
Company agreed to sell and Imperial agreed to purchase substantially all of the
Company’s assets. Pursuant to the Agreement, the Company will sell 100% of total
issued and paid up capital of MPL, the Company’s wholly-owned subsidiary and
operating business to Imperial with effect from December 31, 2007 in exchange
for Imperial’s payment of US$1 to the Company (the “Asset Sale”) at the closing
of the Asset Sale transaction (the “Closing”). The Closing of the Asset Sale
transaction is subject to the satisfaction of all of the closing conditions set
forth in the Agreement. As of the date of this filing, all of the closing
conditions have either been satisfied or waived by the Parties except for the
Company’s compliance with the required notification provisions of Section 14(c)
of the Securities Exchange Act of 1934, as amended, and Regulation 14C
thereunder in regards to administrative notification of all Company shareholders
regarding the majority shareholder’s approval of the Asset Sale (the “14C
Requirements”).  The Company presently intends to maintain its
corporate existence after the Asset Sale transaction is fully
completed.  Although there are no specific plans, the Company expects
that it may seek to find a private, operating company with which to combine. In
the event Company can find and complete any such transaction, it is generally to
be expected that the current owners of Company, in the aggregate, would have a
significantly reduced equity ownership of the surviving company. There can be no
assurance that the Company will be able to identify any business with which the
Company may conduct a business combination, nor that any such transaction could
be completed. The Agreement was attached to the Form 8-K filed with
the Securities and Exchange Commission on February 22, 2008 as Exhibit
10.1 and is incorporated herein by reference; provided, however, that the
warranties and representations contained in such agreement are made solely to
Imperial and solely for purposes of the Asset Sale. The foregoing summary and
description do not purport to be complete and are qualified in their entirety by
reference to the Agreement.
 We are
currently authorized to issue 200,000,000 shares of common stock, $0.001 par
value, of which 128,963,425 shares of common stock are issued and outstanding as
of March 11, 2008.  We are currently not authorized to issue preferred
stock.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In
February 2006, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Acocunting Standards
(“SFAS”) 155, Accounting
for Certain Hybrid Financial Instruments – an amendment of FASB Statements 133
and 140 (“SFAS 155”).  The statement permits interests in
hybrid financial instruments that contain an embedded derivative that would
otherwise require bifurcation, to be accounted for as a single financial
instrument at fair value, with changes in fair value recognized in earnings.
This election is permitted on an instrument-by-instrument basis for all hybrid
financial instruments hold, obtain, or issue as of the adoption date. The
provisions of SFAS 155 are effective for the Company on January 1,
2007.  The application of this guidance has not had a material effect
on the Company’s consolidated financial positions, cash flows and results of
operations.
  In June
2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income
Taxes — an Interpretation of FASB Statement No. 109 (“FIN 48”),
which clarifies the accounting for uncertainty in tax positions. This
interpretation requires that the Company recognize in its financial statements
the impact of a tax position if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective for the Company on January 1, 2007, with
the cumulative effect of the change in accounting principle, if any, recorded as
an adjustment to opening retained earnings. The application of this guidance has
not had a material effect on the Company’s consolidated financial positions,
cash flows and results of operations.
  11
 
 In
September 2006, the FASB issued SFAS 157, Fair Value Measurements
(“SFAS 157”), which provides guidance about how to measure assets and
liabilities that use fair value. SFAS 157 will apply whenever another accounting
principles generally accepted in the United States of America (“US GAAP”)
requires (or permits) assets or liabilities to be measured at fair value but
does not expand the use of fair value to any new circumstances. This standard
will also require additional disclosures in both annual and quarterly reports.
SFAS 157 will be effective for financial statements issued for fiscal years
beginning after November 15, 2007, and will be adopted by us beginning in the
first quarter of 2008.  The Company does not expect there to be any
significant impact of adopting SFAS 157 on its consolidated financial positions,
cash flows and results of operations.
 
 In
September 2006, the Securities and Exchange Commission (“SEC”) staff issued
Staff Accounting Bulletin (“SAB”) 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (“SAB 108”). SAB 108 was issued to eliminate the diversity of
practice in how public companies quantify misstatements of financial statements,
including misstatements that were not material to prior years’ financial
statements.  The Company began to apply the provisions of SAB 108 to
its annual financial statements for the year ending December 31,
2006.  The application of this guidance has not had a material effect
on the Company’s consolidated financial position, cash flows and results of
operations.
 
 In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115 (“SFAS 159”), which will be effective for the Company beginning
January 1, 2008. This standard permits entities to choose to measure many
financial instruments and certain other items at fair value and consequently
report unrealized gains and losses on such items in earnings. The Company does
not expect there to be any significant impact of adopting this standard on its
consolidated financial positions, cash flows and results of
operations.
 
 In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations
(“SFAS 141(R)”). SFAS 141 (R) establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any noncontrolling interest in the
acquiree and the goodwill acquired.  SFAS 141 (R) also establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. SFAS 141 (R) will be effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and will be adopted by us beginning in the first quarter of 2009. The Company
does not expect there to be any significant impact of adopting SFAS 141 (R) on
its consolidated financial position, cash flows and results of
operations.
  In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research Bulletin
No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, the amount of consolidated net income attributable to the parent and to
the noncontrolling interest, changes in a parent’s ownership interest, and the
valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS 160 also establishes disclosure requirements that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners. SFAS 160 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008, and will
be adopted by us beginning in the first quarter of 2009. The Company does not
expect there to be any significant impact of adopting SFAS 160 on its
consolidated financial position, cash flows and results of
operations.
  Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force (“EITF”)), the American Institute of Certified Public
Accountants (“AICPA”), and the SEC did not or are not believed by management to
have a material impact on the Company's present or future consolidated financial
statements.
 
 CRITICAL
ACCOUNTING POLICIES
 
 Our
Management's Discussion and Analysis or Plan of Operations section discusses our
financial statements, which have been prepared in accordance with US GAAP. This
discussion and analysis should be read in conjunction with the accompanying
condensed consolidated financial statements and related notes.
 
 An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used or changes in the accounting estimate that are reasonably likely to
occur could materially change the financial statements. We believe the following
critical accounting policies reflect our more significant estimates and
assumptions used in the preparation of our financial statements:
  12
 
 Use of
Estimates
  The
preparation of these condensed consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
  Revenue
recognition:
  Service
fee income from provision of artist management services is recognized when
services are rendered. In accordance with SEC Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," the Company presents its revenue
on a net basis as it acts as an agent for the artists.
  Contingencies
and litigation:
  We may be
subject to certain asserted and unasserted claims encountered in the normal
course of business. It is our belief that the resolution of these matters will
not have a material adverse effect on our financial position or results of
operations, however, we cannot provide assurance that damages that result in a
material adverse effect on our financial position or results of operations will
not be imposed in these matters. We account for contingent liabilities when it
is probable that future expenditures will be made and such expenditures can be
reasonably estimated.
  The
Company has failed to timely comply with its period reporting obligations
imposed upon it by the Securities Exchange Act of 1934. As a result, the Company
and its officers and directors could be subject to substantial civil and
criminal penalties due to such non-compliance. There can be no assurance that
substantial civil and criminal penalties will not be
imposed.
  RESULTS
OF OPERATIONS
 
 General
results of operations for the three months ended March 31, 2007 compared to
March 31, 2006 are summarized as follows:
  Three Months Ended
      March 31:
              
              2007
              
              
              2006
              
              
              ChangeRevenue
              
              $
              100,175
              
              
              $
              581,408
              
              
              
              (82.8)
              %General
      and administrative expenses
              
              
              (260,318
              )
              
              
              (272,479
              )
              
              
              (4.5)
              %Provisions
      for impairment of deposits paidand
      other current assets
              
              
              -
              
              
              
              (318,180)
              
              
              
              (100.0)
              %Loss
      before income taxes
              
              
              (160,143
              )
              
              
              (9,251)
              
              
              
              1,631.1
              %Income
      taxes expenses
              
              
              -
              
              
              
              -
              
              
              
              -
              %Net
      loss
              
              $
              (160,143
              )
              
              $
              (9,251)
              
              
              
              1,631.1
              %
  13
  REVENUE
 
 Our
consolidated revenue decreased 82.8% to $100,175 for the three months ended
March 31, 2007 from $581,408 for the same period in 2006.  The
decrease in revenue was a result of a decrease in the number of contracted
artists and decreased performances by our artists. Rampant piracy and the
downturn of Hong Kong made movies affected the overall revenue of all movies in
Hong Kong. Accordingly, movie investors were more cautious in producing movies,
thereby decreasing the opportunities for performances by our
artists.
 
 GENERAL
AND ADMINISTRATIVE EXPENSES
 
 General
and administrative expenses incurred for the three months ended March 31, 2007
decreased $12,161, or 4.5%, to $260,318 compared to $272,479 for the same period
in 2006.  General and administrative expenses mainly consisted of
management fees, wages, rent, and professional fees. The decrease was due to a
decrease in the number of our employees.
 
 PROVISIONS
FOR IMPAIRMENT OF DEPOSITS PAID AND OTHER CURRENT ASSETS
 
 There
were no provisions for impairment of deposits paid and other current assets for
the three months ended March 31, 2007.  The provisions for impairment
of deposits paid and other current assets for the same period in 2006
represented certain of the artist management contracts which expired and the
Company had made provisions for impairment of deposits paid in the amount of
approximately $318,000.
 
 INCOME
TAX
 
 The
income tax represents the aggregate taxes provided on the assessable profits for
the consolidated entities. No income taxes expense was provided for the three
months ended March 31, 2007 and March 31, 2006 because the Company incurred tax
losses for the periods.
 
 NET
LOSS
 
 Net loss
for the three months ended March 31, 2007 increased $150,892, or 1,631.1%, to
$160,143 compared to $9,251 for the same period in 2006. The increase in net
loss was due to an 82.8% decrease in revenues offset by a 4.5% decrease in
general and administrative expenses.
 
 FINANCIAL
CONDITION, LIQUIDITY, CAPITAL RESOURCES
 
 2007
              
              
              2006
              
              
              ChangeNet
      cash (used in) provided by operating activities
              
              $
              (106,743)
              
              
              $
              161,030
              
              
              
              (166.3
              )%Net
      cash used in investing activities
              
              $
              -
              
              
              $
              -
              
              
              
              0.0
              %Net
      cash provided by  financing activities
              
              $
              38,611
              
              
              $
              387,064
              
              
              
              (90.0
              )%
  LIQUIDITY
 
 We had
negative working capital as at March 31, 2007 of $1,276,918.  We
regularly review our cash funding requirements and attempt to meet those
requirements through a combination of cash on hand, cash provided by operations,
deposits received and possible future public and private equity
offerings.  We evaluate possible acquisitions of, or investments in,
businesses that our complementary to ours, which transactions may require the
use of cash. We believe that our cash, other liquid assets, operating cash
flows, credit arrangements, access to equity capital markets, taken together,
provide adequate resources to fund ongoing operating expenditures. In the event
that they do not, we may require additional funds in the future to support our
working capital requirements or for other purposes and may seek to raise such
additional funds through the sale of public or private equity as well as other
sources.
  14
 
 CASH
FLOWS FROM OPERATING ACTIVITIES:
 
 For the
three months ended March 31, 2007, net cash flows used in operating activities
was $106,743  primarily resulting from a increase in net loss and
decrease in accounts payable, accrued liabilities, other liabilities and
deposits received offset by decrease in deposits paid, prepaid expenses and
other current assets. For the three months ended March 31, 2006 net cash flows
provided by operating activities was $161,030 primarily resulting from a
decrease in deposits paid and a decrease in accrued expenses, other liabilities
and deposits received.
 
 CASH
FLOWS FROM INVESTING ACTIVITIES:
 
 For the
three months ended March 31, 2007, there were no investing
activities.
 
 CASH
FLOWS FROM FINANCING ACTIVITIES:
 
 For the
three months ended March 31, 2007, net cash flows provided by financing
activities was $38,611as compared to $387,064 for the same period in
2006.  The cash inflows were mainly provided by advances from certain
affiliates.
 
 EXPECTED
MATERIAL CAPITAL COMMITMENTS
 
 The
Company has no material commitments for capital expenditures and has no plans or
intention to purchase or sell any plant and/or other significant
equipment.
 
 EXPECTED
SIGNIFICANT CHANGES IN NUMBER OF EMPLOYEES
 
 The
Company does not anticipate any significant changes in its number of employees,
other than the changes that may arise during the course of normal business
operations.
 
 EFFECTS
OF INFLATION
 
 The
Company believes that the effect of inflation has not been material during the
periods presented. The countries in which the Metrolink Group conducts the
majority of its operations, which include Hong Kong, PRC and the United States,
were subject to moderate degree of inflations.
  EFFECT OF
FLUCTUATION IN FOREIGN EXCHANGE RATES
 
 All of
the Company's revenues are denominated either in U.S. dollars, Renminbi or Hong
Kong dollars, while its expenses are denominated primarily in Hong Kong dollars.
The value of the Hong Kong dollar-to-United States dollar and other currencies
may fluctuate and is affected by, among other things, changes in political and
economic conditions. Although a devaluation of the Hong Kong dollar relative to
the United States dollar would likely reduce the Company's expenses (as
expressed in United States dollars), any material increase in the value of the
Hong Kong dollar relative to the United States dollar would increase the
Company's expenses, and could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company has never
engaged in currency hedging operations but will continue to monitor its foreign
exchange exposure and market conditions to determine if hedging is
required.
  15
 
 ITEM
      3.
              CONTROLS
      AND PROCEDURES
 
 (a) Evaluation of disclosure controls
and procedures. We maintain controls and procedures designed to ensure
that information required to be disclosed in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of the period covered by this report, our
chief executive officer and the principal financial officer concluded that our
disclosure controls and procedures were inadequate to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms. We are developing a plan to ensure
that all information will be recorded, processed, summarized and reported on a
timely basis. This plan is dependent, in part, upon reallocation of
responsibilities among various personnel, possibly hiring additional personnel
and additional funding. It should also be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.
 
 (b) Changes in internal controls.
Other than as mentioned above, there were no changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation of those controls by the chief executive officer and
principal financial officer.
   PART
II -- OTHER INFORMATION
 ITEM
      1.
                LEGAL
      PROCEEDINGS
  Lang, et al. v. Welch, et
al. (China Entertainment Group, Inc.) (United States District Court,
Central District California, Case No. CV 07-1068-GHK-PJWx).OnDecember 20, 2006,
plaintiffs Sanford Lang and Martin Goldrod (collectively, “Plaintiffs”)
initiated a lawsuit in the Los Angeles Superior Court, Central District,
alleging claims for fraud, breach of contract, violations of RICO, and civil
conspiracy against several parties, including the Company.  The Company was
provided with a copy of Plaintiffs’ Complaint on or about February 28, 2007,
after the matter was removed to United States District Court.  According to
the Complaint, the Company is “a nominal Defendant” as Plaintiffs purport to
assert claims derivatively on its behalf.  Accordingly, it appears that no
relief is being sought against the Company itself.  On or about
January 31, 2008, Plaintiffs and Defendants, including the Company, entered
into a confidential settlement agreement to resolve all claims pending between
them. .  Subject to satisfactory discharge of certain obligations as
set forth in the confidential settlement agreement, it is anticipated that a
dismissal of the action will be filed no later than early January
2009.
 ITEM
      2.
                UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
  None.
 ITEM
      3.
                DEFAULTS
      UPON SENIOR SECURITIES
  
 None.
 ITEM
      4.
                SUBMISSION
      OF MATTERS TO VOTE OF SECURITY
HOLDERS
   None.
 ITEM
      5.
                OTHER
      INFORMATION
  
 There
were no changes to the procedures by which security holders may recommend
nominees to our board of directors.
  16
 ITEM
      6.
                EXHIBITS
  
 Exhibit
                Number
              Description2.1
              Share Exchange
      Agreement dated November 17, 2004 by and among, inter alia, the
      Registrant, Metrolink Pacific, and the shareholders of Metrolink Pacific
      (1)3.1(i)
              Certificate of
      Amendment to Articles of Incorporation (1)3.1(ii)
              Articles of
      Amendment of Articles of Incorporation(2)3.1(iii)
              Articles of
      Incorporation (3)3.1(iv)
              Articles of Merger
      (3)3.2
              Bylaws(3)31.1
              Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rules
      13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              Certification
      of Chief Accounting Officer pursuant to Securities Exchange Act Rules
      13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              Certification
      of the Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 (1)   Incorporated  by  reference from the
Company's  Schedule 14C Information Statement filed on November 30,
2004.
 (2)   Incorporated  by reference from the Company's
Form 10-QSB Quarterly Report filed on October 23, 2001.
 (3)   Incorporated  by reference from the Company's
Registration Statement on Form 10-SB filed on January 19, 2000.
 
 
 
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  17
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  CHINA ENTERTAINMENT GROUP,
      INC.
                  (Registrant)Dated:
      March 14, 2008
                By:
                /s/ Tang
      Chien ChangTang
      Chien ChangChief
      Executive Officer