UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                   FORM 10-KSB

                         ------------------------------

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the fiscal year ended December 31, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]

                             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                 I.R.S. Employer Identification No.)
incorporation or organization)


          Unit 503C Miramar Tower
  132 Nathan Road, Tsimshatsui, Hong Kong                        n/a
-------------------------------------------            -------------------------
 (Address of principal executive offices)                     (Zip Code)


        Issuer's telephone number, including area code: 011-852-2313-1888

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
       None                                              None
-------------------                    -----------------------------------------

           Securities registered pursuant to Section 12(g) of the Act:
                          $.001 Par Value Common Stock
           -----------------------------------------------------------
                                (Title of Class)

Check  whether  the issuer  (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 report),  and (2) has been subject to such filing requirements for the past
90 days. Yes |_| No |X|

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. |_|

<PAGE>

The  issuer's  revenues  for the  fiscal  year  ended  December  31,  2004  were
$2,599,721.

As  of  December  15,  2005,  the   registrant  had  19,340,419   common  shares
outstanding that were held by non-affiliates.  The aggregate market value of the
common  shares  held by  non-affiliates  was  approximately  $580,212.57.   This
calculation  is based  upon the  closing  sale  price of $0.03  per  share as of
December 15, 2005.

As of January 12, 2006,  there were  128,963,425  shares of the issuer's $0.001
par value common stock issued and outstanding.

Transitional Small Business Disclosure Format: Yes |_| No |X|


                                       2
<PAGE>

                                TABLE OF CONTENTS
                         TO ANNUAL REPORT ON FORM 10-KSB
                        FOR YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
PART I                                                                        Page
<S>           <C>
Item 1.       Description of Business                                          5
Item 2.       Description of Property                                         12
Item 3.       Legal Proceedings                                               13
Item 4.       Submission of Matters to a Vote of Security Holders             13

PART II
Item 5.       Market for Registrant's Common Equity and Related Stockholder
              Matters                                                         14
Item 6.       Management's Discussion and Analysis or Plan of Operation       16
Item 7.       Financial Statements                                             1
Item 8.       Changes in and Disagreements on Accounting and
               Financial Disclosure                                           22
Item 8A.      Controls and Procedures                                         22
Item 8B.      Other Information                                               23

PART III
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              23
Item 10.      Executive Compensation                                          24
Item 11.      Security Ownership of Certain Beneficial Owners and Management  26
Item 12.      Certain Relationships and Related Transactions                  27
Item 13.      Exhibits                                                        29
Item 14.      Principal Accountant Fees and Services                          30

Signatures                                                                    31
</TABLE>

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                                       3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

The  following  discussion,  including  the  discussion  regarding our financial
condition and results of  operations,  contain  forward-looking  statements  and
should be read in conjunction  with the  consolidated  financial  statements and
related notes thereto.  China Entertainment Group, Inc. is referred to herein as
"we" or "the  Company"  or "China  Entertainment  Group" or "our."  The words or
phrases  "would be," "will  allow,"  "intends  to," "will likely  result,"  "are
expected  to," "will  continue,"  "is  anticipated,"  "estimate,"  "project," or
similar expressions are intended to identify "forward-looking  statements." Such
statements include those concerning  expected financial  performance,  corporate
strategy,  and operational  plans.  Actual results could differ  materially from
those  projected in the  forward-looking  statements  as a result of a number of
risks and uncertainties,  including:  (a) general economic  conditions in China;
(b) regulatory  factors in China that may lead to additional  costs or otherwise
negatively  affect our  business;  (c) our ability to manage our planned  growth
efficiently,  including  whether our  management  will be able to: (i) identify,
hire, train, retain, motivate and manage required personnel or (ii) successfully
manage and exploit existing and potential market opportunities;  (d) our ability
to  generate  sufficient  revenues or obtain  financing  to sustain and grow our
operations;  and (e) our  ability  to  successfully  fulfill  our  primary  cash
requirements  which are explained below under "Liquidity,  Capital Resources and
Financial Condition". Statements made herein are as of the date of the filing of
this Form 10-KSB with the Securities  and Exchange  Commission and should not be
relied upon as of any subsequent date.  Unless otherwise  required by applicable
law, we do not undertake, and we specifically disclaim any obligation, to update
any   forward-looking   statements   to   reflect   occurrences,   developments,
unanticipated events or circumstances after the date of such statement. The safe
harbors  for  forward-looking  statements  provided  by the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act") are  unavailable to issuers of
penny stock.  Our shares may be  considered  penny stock and as a result of such
safe harbors set forth under the Reform Act are unavailable to us.

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                                       4
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

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. In addition to artist
management  fees, as a result of managing nearly every major film and television
celebrity in southern China, the Company has recently leveraged its talent under
contract to penetrate  the  lucrative  casino  gaming  industry's  marketing and
promotional  business  throughout  Southern China and Macau.  Casino  marketing,
promotional  and junket services are performed by  independently  operated Asian
companies.  The recent shift by  management  to focus the  Company's  efforts to
become the leading casino marketing and promotional service provider in southern
China and Macau represents the Company's greatest  opportunity for rapid growth.
Lastly,  the Company  plans to leverage  its  entertainment  industry  clout and
experience to develop a global media company  targeting nearly every demographic
in the southern  China region,  with a focus on feature film  co-production  and
development,  broadcast  television media,  advertising and licensing  ventures,
film library acquisition and artist management. 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",  together with its subsidiaries
"China Star  Group"),  a Hong Kong listed  company and one of the largest  media
companies in Asia.

As of  December  31,  2004,  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% interest in MPL  subsidiary  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.  We plan to form new subsidiaries to
operate our new businesses in casino marketing and film co-production.

Our principal executive office is located at Unit 503C Miramar Tower, 132 Nathan
Road, Tsimshatsui, Hong Kong, China. 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.

Through our 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.


                                       5
<PAGE>

RECENT DEVELOPMENTS

On November 17, 2004, our Board of Directors  unanimously  approved,  subject to
shareholder approval, entering into a Share Exchange Agreement (the "Agreement")
with Metrolink  Pacific  Limited  ("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 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 they had one  stockholder,  who has
certified  that it is 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  will  allow  our
management  to focus  exclusively  on our business  after the Share  Exchange is
concluded, 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  will then more  easily  identify  the  results and
performance of the Company as a separate entity from that of All Star.


                                       6
<PAGE>

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 Company's  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 Name Change,  the Company 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.

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. We are currently not authorized to issue preferred stock.

DESCRIPTION OF OUR BUSINESS OPERATIONS

HISTORICAL FINANCIAL STATEMENTS

As a result of our recent reverse  acquisition,  the financial statements of the
Company become the historical  financial statements of the accounting parent. In
summary,  the accounting effect of the reverse acquisition results in MPL as the
accounting parent and China Entertainment Group (the former public shell) as the
accounting  subsidiary.   The  consolidated  financial  statements  include  the
operations of the accounting subsidiary from the date of acquisition and reflect
the historical financial statements of MPL, the accounting acquirer, as adjusted
for the effects of the exchange of shares on its equity accounts,  the inclusion
of net  liabilities  of the  accounting  subsidiary as of the date of the Merger
(November  17,  2004)  on  their  historical  basis,  and the  inclusion  of the
accounting  subsidiary's  results of  operations  from that date.  Additionally,
China  Entertainment  Group  adopted the fiscal year of the  accounting  parent,
December 31, effective from December 24, 2004.

MPL was organized on September  10, 2004,  for the purpose of  reorganizing  the
group  structure of its  intermediate  holding  company,  Together Again Limited
("TAL").  Prior to the  incorporation  of MPL,  the  current  operations  of the
company   were   conducted   through  TAL  (the   "predecessor   entity").   The
reorganization  of TAL's  group  structure  was  completed  in  October  2004 by
transferring  certain  assets and  liabilities  employed in the operation of the
principal  activity of TAL ("the Business") to Metrolink Global Limited ("MGL"),
a company  incorporated  in the British Virgin Islands in  consideration  of the
HK$3,645,820, satisfied by (a) the allotment and issue by 99 MGL ordinary shares
to MPL, the immediate holding company of MGL; (b) the allotment and issue by MPL
to Imperial of 99 MPL ordinary  shares;  and (c) the  allotment  and issue of 98
ordinary  shares of Imperial to TAL, each issued and credited as fully paid; (d)
allotment  of 20  ordinary  shares  of  MPL to  Imperial  as  consideration  for
acquiring  the entire  issued  share  capital of China Star  Management  Limited
("CSML")  and Anglo  Market  International  Limited  ("AMIL")  each  issued  and
credited as fully paid. At the same time, the Company entered into several deeds
of novation with MGL for  completion of the transfer of the Business as follows:
(i) deed of  novation  in  relation  to  amounts  paid by CSML on  behalf of the
Company;  (ii) deed of novation in  relation to artist  contract  entered by the
Company;  and (iii) deed of novation in relation to professional fees contracted
to be paid by the Company.

Since MPL succeeded to  substantially  all of the business and operations of TAL
and its own operations  prior to the succession were  insignificant  relative to
the  operations  assumed  or  acquired  in the  reorganization,  the  historical
financial statements of MPL's predecessor entity become those of MPL.

ARTIST MANAGEMENT UNIT

Our Company  presently  derives  revenue and income from artist  management fees
from artists that the Company has under contract.  Similar to artist  management
companies  in the  United  States  such as the  Creative  Artists  Agency or the
William  Morris  Agency,  our  Company  is one of the  major  artist  management
agencies in Asia and currently  represents  several  well-known Chinese film and
television artists whose work is distributed throughout China and other parts of
Asia. We currently provide artist  management  services through Metrolink Group,
which consists of the following entities:


                                       7
<PAGE>

      o     China Star Management  Limited ("CSML") is a wholly owned subsidiary
            of MPL and was  incorporated  under  the  laws of the  Hong  Kong on
            September  6,  1985.  CSML  provides  talent  management  and talent
            brokering   services,    including   locating   projects,   contract
            negotiations,  work  scheduling,  artist  training and  development,
            image building and improvement,  publicity campaigns,  and providing
            personal assistant services in Hong Kong;

      o     Anglo  Market  International  Limited  ("AMIL")  is a  wholly  owned
            subsidiary  of MPL  that  was  incorporated  under  the  laws of the
            British  Virgin  Islands on September  15, 2000.  AMIL also provides
            talent management and talent brokering services,  including locating
            projects,  contract negotiations,  work scheduling,  artist training
            and   development,   image  building  and   improvement,   publicity
            campaigns,  and providing  personal  assistant services outside Hong
            Kong.

      o     Metrolink Global Limited ("MGL") is a wholly owned subsidiary of MPL
            that was  incorporated  under the laws of the British Virgin Islands
            on September 10, 2004.  MGL mainly manages one artist's PRC business
            including  locating  projects,  contract  negotiations and providing
            personal assistant services.

OTHER BUSINESS OPERATIONS ENGAGED IN DURING 2005

Our Company is also involved in a number of projects that we believe will become
active  business  units  within the next two years.  These  projects  are in the
development  stage and are subject to further  research,  and  accordingly,  may
never be completed. These include:

CASINO MARKETING BUSINESS

Our Company  has also  recently  become  involved in a number of projects in the
casino gaming  industry in southern  China and Macau.  Management  believes that
these casino  marketing and promotional  projects,  now in their early stages of
revenue,  will become the largest producing business units of the Company within
the next two years.

Casino gaming is viewed as a clear and distinct  component of the  entertainment
industry and the casino gaming market in Asia,  especially in Southern China and
Macau,  has seen  tremendous  growth.  We intend to  capitalize  on this growth,
especially in the "high roller" sector of this market through  deployment of our
casino marketing business unit that will seek strategic  alliances with existing
casino  operators  throughout  Southern Asia and Macau.  Our management  team is
extremely familiar with marketing and promotional campaigns that are well suited
for the casino gaming market. We are leveraging our expertise in promotional and
entertainment  endeavors,  and our existing  relationships with the few powerful
individuals  and  organizations  that tightly  control  gaming rights in Asia in
order to  strike  marketing  partnerships  with  the  casino  operators  for the
promotion of casino  gaming,  especially  to the "high roller"  casino  gambling
market.

Our key personnel and  management  have extensive  casino gaming  experience and
have  organized  gaming tours to Las Vegas and Korea for Asian high rollers,  we
are now diversifying our income stream by expanding into casino gaming marketing
and promotion. We have a memorandum of understanding with the sole and exclusive
service provider of promotion and introduction of customer services to Asia Star
(formerly  known as the Radisson  Diamond  ocean  liner),  and who also provides
marketing,  rolling and settlement  services for casino  customers on board Asia
Star, to acquire a sole and  exclusive  rights for the marketing and branding of
casino gaming on Asia Star in order to solicit  "high  rollers" to the casino in
certain  territories.  Our discussions with the service provider are in advanced
stages and we expect to conclude a marketing contract in early 2006.

Asia Star is a six-star  luxury cruise ship that will operate from Hong Kong and
is the world's biggest  twin-hulled-designed  vessel. All of its 115 guest rooms
are suites and more than 70 percent of the rooms have outward facing  balconies.
On board  entertainment  will include high quality and special  performances  by
famous Asian artists.  Asia Star's casino features 15 gaming tables,  of which 4
are situated in  individual  private  rooms that provide an excellent  "private"
entertainment environment for the rich and famous.


                                       8
<PAGE>

OUR MARKET

The  Metrolink  Group  is  headquartered  in  Hong  Kong  and  our  artists  are
principally  based in Hong  Kong.  Our  artists  provide  services  to  entities
primarily based in Southern China,  including the cities of Hong Kong, Shanghai,
Beijing, Guangdong, Sichuan and Macau.

COMPETITIVE BUSINESS CONDITIONS AND COMPETITIVE POSITION IN THE INDUSTRY

Our  Company  is one of the  major  artist  management  agencies  in Asia and we
currently represent several well-known Chinese film and television artists whose
work is distributed  throughout China and other parts of Asia.  However, we have
other emerging  competitors in the  entertainment  industry.  One of our primary
competitors  is  Emperor  Entertainment  Group  ("Emperor"),  a Hong Kong  based
entertainment company.

Emperor engages in the production and distribution of local and foreign records,
artist  management,  and the  organization of concerts,  stage  performances and
dramas.  Our  Company's  talent is comprised  mainly of actors and actresses who
appear in films and may also perform as vocalists, although their main talent is
in acting.  In contrast,  Emperor's  artists are mainly  local  singers who also
incidentally appear in film and other performances.  We are primarily a provider
of  management  and  related  services  acting  talent,  whereas  Emperor  is  a
competitor  in a  slightly  different  market,  which is that of  vocalists.  In
addition,  our artists  tend to appear in more  international  and Asia  Pacific
films,  whereas  Emperor's  artists tend to appear more in productions  local to
Hong Kong.

For casino ship marketing,  promotion,  rolling and settlement services, we face
competition from a diffuse number of  independently  owned casino ship operators
competing  for business in a rapidly  growing  industry.  The casino  marketing,
promotion and rolling and settlement  service is a highly  fragmented space with
no clear competitive industry leader. As such, the Company hopes to obtain rapid
organic growth by recruiting  agents throughout  Southern China,  Macau and Hong
Kong.  Examples of some of the casino ships based in Hong Kong waters are: Macau
Success, Neptune, Star Pisces, Golden Princess, Ji Mei and Wasa Queen.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS

The Company and its subsidiaries'  principal activity is the provision of artist
management services and thus it does not require the purchase of raw materials.

SEASONAL VARIATIONS.

Our Company does not experience seasonal variations.

CONCENTRATION OF CUSTOMERS

As of December 31, 2004,  all of the Company's  revenues were  generated by four
artists, that each accounted for more than 10% of its revenues.  The loss of any
and/or  all of  these  artists  could  have a  material  adverse  effect  on our
business.

PATENTS, TRADEMARKS,  LICENSES, FRANCHISES,  CONCESSIONS,  ROYALTY AGREEMENTS OR
LABOR CONTRACTS

We do not own any patents,  trademarks,  licenses or other forms of intellectual
property.

GOVERNMENT REGULATIONS

Our Company's  activities are subject to various  governmental  and  regulations
concerning the business  activities  generally in various countries.  We believe
that  we are in  compliance  with  all  applicable  laws  and  regulations.


                                       9
<PAGE>

EMPLOYEES

As of December 31, 2004, our Company had  approximately  10 full-time  employees
and none of our employees are covered by collective  bargaining  agreements.  We
have not experienced  any labor  shortages as our operations  relied on services
generated both  internally and externally.  In addition to services  provided by
our  employees,  we also  relied on  management  services  provided  by  related
companies.  The  breakdown of the number of  employees  for each of the business
units of the Company is as follows:

Company and Subsidiaries                                        Number of
                                                                Employees
--------------------------------------------------------------------------------

China Entertainment Group, Inc.                                       0
Anglo Market International Limited                                    0
China Star Management Limited                                        10
Metrolink Global Limited                                              0
Metrolink Pacific Limited                                             0
                                                                ----------------

TOTAL                                                                10

CURRENCY CONVERSION AND EXCHANGE

Although Metrolink Group does derive revenue in Hong Kong Dollars,  Renminbi and
U.S. Dollars,  Metrolink Group's revenues,  expenses, assets and liabilities are
primarily  denominated  in Hong Kong  Dollars.  The Company does not  anticipate
significant  foreign  exchange losses as long as the Hong Kong SAR  Government's
policy to peg the Hong Kong  dollar to the U.S.  dollar  remains in effect.  The
Company does not currently  engage in any hedging  activity in order to minimize
the effect of  exchange  rate risks but it will  continue to monitor its foreign
exchange exposure and market conditions to determine if any hedging is required.

POTENTIAL FUTURE GROWTH AND OPERATIONS

FEATURE FILM CO-PRODUCTION BUSINESS

We are also developing a feature film co-production  business unit. We intend to
capitalize on Hollywood's  growing  interest in Chinese films and in the Chinese
demographic.  We are actively pursuing strategic  alliances with film production
and distribution firms in China that are interested in establishing partnerships
with Hollywood  filmmakers,  whose interest in Asian and Chinese  co-productions
and distribution  rights continue to grow. We also seek direct partnerships with
Hollywood  film  producers to co-produce  and finance Asian and Hollywood  films
through the  provision of lower cost  post-production  services in Asia. We will
also  pursue  global  media  partnerships  seeking   international   advertising
opportunities  and the licensing of  entertainment  related  products  targeting
demographics in Asia and China.

Our  Company's  current  principle  activity  is  artist  management.  With  the
Metrolink Group's solid background in the artist management industry in Asia and
its  close  association  with  China  Star  Group,  Metrolink  Group can use its
extensive  network  to  locate  projects  and  negotiate  performance  contracts
directly  with  advertising  agencies,  film  producers,  television  and  radio
stations, and concert organizers on behalf of contracted artists.

                                  RISK FACTORS

This information  statement  contains "forward looking  statements" which can be
identified by the use of forward-looking words such as "believes",  "estimates",
"could",  "possibly",  "probably",   "anticipates",   "estimates",   "projects",
"expects", "may" or "should" or other variations or similar words. No assurances
can be  given  that  the  future  results  anticipated  by  the  forward-looking
statements  will  be  achieved.  The  following  matters  constitute  cautionary
statements  identifying  important factors with respect to those forward-looking
statements,  including certain risks and  uncertainties  that could cause actual
results  to vary  materially  from  the  future  results  anticipated  by  those
forward-looking statements.  Among the key factors that have a direct bearing on
our results of operations are the effects of various  governmental  regulations,
the  fluctuation  of our  direct  costs and the costs and  effectiveness  of our
operating  strategy.  Other  factors  could  also cause  actual  results to vary
materially  from  the  future  results  anticipated  by  those   forward-looking
statements.


                                       10
<PAGE>

RISKS RELATED TO OUR BUSINESS

We depend on a limited  pool of acting  and  recording  talent.  Our  failure to
maintain or renew contracts with these individuals will significantly hinder our
ability to generate revenues.

Our Company manages contracts of acting talent and recording artists in relation
to those artists'  engagements  with, among other things,  the film,  recording,
television and video  industry.  We depend on a pool of individuals  willing and
able to accept production assignments as negotiated. Our ability to succeed will
be significantly  impaired if we are unable to arrange for suitable projects for
our talent while  providing  them with  attractive  compensation  packages.  The
highly  personalized  nature of the services contracted for and required in this
industry makes it extremely difficult to predict the availability of current and
future performers, our ability to continue to engage that talent and Metrolink's
ability arrange for suitable  engagements for their services.  We are materially
dependent upon the continued  availability of such talent and  opportunities for
their  engagement.  Our failure to continue those operations will  significantly
hinder our ability to conduct business and generate revenues.

We cater to the film, television, and recording and movie industries and thus we
are affected by changes or trends occurring within those industries.

The film, recording, television and movie industries, and entertainment industry
in general is a speculative  venture which involves  substantial risks. There is
no certainty that the engagements that we arrange,  the talent we engage and the
efforts  and  expenditures  we make will  continue  to result in a  commercially
profitable  business.  The  marketability  of our  talent  will be  affected  by
numerous factors that affect the motion picture, recording, television and video
industries,  and which are beyond our  control.  These  factors  include  market
fluctuations, the general state of the economy, including the rate of inflation,
consumer  tastes  and  local  economic  conditions,  all  of  which  can  affect
consumers'  discretionary  spending.  These factors or any  combination of these
factors may hinder our ability to generate revenues consistently.

Our operating  results will fluctuate due to a number of factors,  including but
not  limited  to,  risks  associated  with  the  development,   production,  and
completion of film, recording, television or video projects.

Due to the numerous factors that affect how a film, television program,  musical
recording or other artistic  production is developed and produced,  we cannot be
certain  as to  how  successful  our  operations  will  be at  any  given  time.
Additional variables that will affect our success include location and timing of
film, television,  recording or video productions and the conditions under which
the talent that we engage are required to perform. Typically, project production
dates for larger scale  endeavors are well in advance of release dates.  Smaller
scale production endeavors are usually scheduled closer to their release date.

We anticipate that our operating results will fluctuate as a result of these and
other factors,  including  overall  trends in the economy and client  engagement
patterns,  which are characterized by individual engagements from clients rather
than long-term  contracts.  As such, we may not be able to anticipate,  for more
than a few months in  advance,  the  number,  size and  profitability  of talent
engagements  in a given  period.  Consequently,  the  operating  results for one
quarter  are not  necessarily  indicative  of the  operating  results for future
quarters.

We may be subject to  litigation  in  connection  with  talent we engage and our
operations will be adversely affected as a consequence of such litigation.

Our Company may be engaged in litigation from time to time,  during the ordinary
course of business, in connection with disputes as to contract  interpretations,
compensation  and other matters.  We may not be able to adequately  forecast the
effect such litigation  will have on our operations.  Any litigation that we may
become involved in may hinder our ability to conduct operations.


                                       11
<PAGE>

Our Company  competes with Emperor  Entertainment  Group in the Hong Kong market
for talent and may not succeed in  obtaining or keeping  artistic  talent in our
pool of individuals.

We believe that Emperor  Entertainment Group is one of our primary  competitors.
Emperor Entertainment Group is based in Hong Kong, and engages in the production
and  distribution  of  local  and  foreign  records,   artist  management,   and
organization of concerts,  stage performances and dramas. Emperor may be able to
maintain or increase its market share by negotiating  more favorable  terms with
artists  and  obtaining  a greater  pool of talent  with which to  operate.  Our
Company expects ongoing competition and pricing pressure from Emperor. We cannot
guarantee that we will be able to obtain market share or profitability.

RISKS RELATED TO OWNING OUR COMMON STOCK:

Our Company's principal security holder,  Imperial International Limited, owns a
majority of our outstanding  common stock,  allowing this shareholder to control
matters requiring approval of our shareholders.

Our principal  security holder owns  approximately 85% of our outstanding shares
of our common  stock.  Such  concentrated  control of the company may  adversely
affect the price of our common stock. Our principal security holder will control
matters requiring  approval by our security  holders,  including the election of
directors.  Such  concentrated  control  may  also  make  it  difficult  for our
shareholders  to receive a premium for their  shares of our common  stock in the
event we merge with a third  party or enter into  different  transactions  which
require  shareholder  approval.  In addition,  certain  provisions of the Nevada
Revised  Statutes  could  have the  effect of making it more  difficult  or more
expensive for a third party to acquire,  or of  discouraging  a third party from
attempting to acquire, control of us in the future.

Because our common stock will be subject to the "penny stock"  rules,  the level
of trading activity in our stock may be reduced, which may make it difficult for
investors in our common stock to sell their shares.

Broker-dealer  practices in connection  with  transactions in "penny stocks" are
regulated by certain  penny stock rules adopted by the  Securities  and Exchange
Commission.  Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00, other than securities  registered on
certain national securities exchanges or quoted on NASDAQ. The penny stock rules
require a  broker-dealer,  prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized  risk disclosure  document that
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer and its salesperson in the transaction,  and, if the broker-dealer
is the sole market  maker,  the  broker-dealer  must  disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  broker-dealers  who sell  these  securities  to  persons  other  than
established  customers and  "accredited  investors"  must make a special written
determination  that the penny stock is a suitable  investment  for the purchaser
and receive the purchaser's written agreement to the transaction.  Consequently,
these  requirements  may  have the  effect  of  reducing  the  level of  trading
activity,  if any, in the secondary  market for a security  subject to the penny
stock  rules,  and  investors  in our common stock may find it difficult to sell
their shares.

ITEM 2.  DESCRIPTION OF PROPERTY

Our  principal  executive  offices  are  located  in a  facility  consisting  of
approximately  5,000 square feet located at Unit 503C Miramar Tower,  132 Nathan
Road,  Tsimshatsui,  Hong  Kong.  We do not own  this  property  and we have not
entered into a lease of this office space  because it is shared with other group
companies.   The  Company's   subsidiary,   CSML,  leased  an  office  space  of
approximately  25,000 square feet at Unit 611,  Miramar Tower,  132 Nathan Road,
Tsimshatsui,  Hong Kong for a fixed term of two years  commencing from September
1, 2004 and expire on August 31, 2006, both days inclusive. The table sets forth
the description and condition of the property:


                                       12
<PAGE>

<TABLE>
<CAPTION>
Location                                                                      Rent and Rates
----------------------------------------------------------------------------------------------
<S>                                                                        <C>
Unit 503C Miramar Tower, 132 Nathan Road, Tsimshatsui, Hong Kong                    $0
Unit 611 Miramar Tower, 132 Nathan Road, Tsimshatsui, Hong Kong            US$3,727.18 / month
</TABLE>

The current facilities occupied by the Company and its subsidiaries will be able
to meet the Company's operational needs for the coming two to three years.


ITEM 3. LEGAL PROCEEDINGS

We are not a  party  to any  pending  or,  to the  best  of our  knowledge,  any
threatened legal proceedings.  No director, officer or affiliate of the Company,
or owner of record or of more than five  percent (5%) of the  securities  of the
Company, or any associate of any such director,  officer or security holder is a
party adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS

On November 17, 2004, the majority of our  shareholders  consented in writing to
the Share  Exchange  Agreement  dated  between the  Company  and with  Metrolink
Pacific Limited  ("MPL"),  an  international  business  company  organized to do
business  under  the laws of the  British  Virgin  Islands.  We  announced  this
transaction  and its  details  in a Current  Report  on Form 8-K filed  with the
Securities  and  Exchange  Commission  on November  23, 2004 and in a Definitive
Information  Statement  on Schedule 14C filed with the  Securities  and Exchange
Commission  on  November  30,  2004,  both of which  we  incorporate  herein  by
reference. A description of this transaction and the matters consented to by the
majority of our shareholders in connection with the Share Exchange Agreement and
this transaction is also discussed above under the "Recent Developments" section
of Item 1 - Description of Business.


                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

REPORTS TO SECURITY HOLDERS

We are subject to the informational  requirements of the Securities Exchange Act
of  1934.  Accordingly,   we  file  annual,  quarterly  and  other  reports  and
information with the Securities and Exchange  Commission.  You may read and copy
these  reports and other  information  we file at the  Securities  and  Exchange
Commission's public reference rooms in Washington, D.C., New York, New York, and
Chicago,  Illinois. Our filings are also available to the public from commercial
document retrieval services and the Internet worldwide website maintained by the
Securities and Exchange Commission at www.sec.gov.

MARKET FOR COMMON EQUITY

Our Common Stock is traded over-the-counter and quoted on the National Quotation
Bureau's Pink Sheets under the symbol  "CAAY".  Until April 17, 2000, our common
stock  was  listed  on the OTC  Electronic  Bulleting  Board  under  the  symbol
"IAMK.OB".  After  entering  into the  Agreement,  we changed  our  symbol  from
"IAMK.OB" to "CAAY.OB"  with CUSIP Number 16936W 10 4, and these changes  became
effective on December 21, 2004. The following  table sets forth the range of the
high and low bid  prices of our stock as  reported  by the  Nasdaq  Trading  and
Market  Services for each fiscal quarter for the last two years ending  December
31,  2004  and  December  31,  2003.  The  bid  prices  represent   inter-dealer
quotations,  without  adjustments for retail mark-ups,  markdowns or commissions
and may not necessarily represent actual transactions.


                                                                Bid Prices
                                                         -----------------------
                                                           High            Low
                                                         --------       --------
Fiscal Year Ended December 31, 2004
  Fourth Quarter (ended December 31, 2004)                $0.16           $0.02
  Third Quarter (ended September 30, 2004)                $0.06           $0.02
  Second Quarter (ended June 30, 2004)                    $0.20           $0.05
  First Quarter (ended March 31, 2004)                    $0.23           $0.06

Fiscal Year Ended December 31, 2003
  Fourth Quarter (ended December 31, 2003)                $0.17           $0.01
  Third Quarter (ended September 30, 2003)                $0.08           $0.00
  Second Quarter (ended June 30, 2003)                    $0.00           $0.00
  First Quarter (ended March 31, 2003)                    $0.00           $0.00


Stockholders Of Record

As of December 15, 2005, the  number of record  holders of our common  stock was
approximately 81.

Dividends

We have not declared or paid, and do not  anticipate  declaring or paying in the
near future,  any  dividends on our common  stock.  We intend to reinvest in our
business operations any funds that could be used to pay a cash dividend.


                                       14
<PAGE>

Recent  Sales  Of  Unregistered  Securities;  Use Of  Proceeds  From  Registered
Securities

The following  issuances  were made during the year ended December 31, 2004, all
pursuant  to  Section  4(2)  of the  Securities  Act of  1933  and  pursuant  to
Regulation D promulgated thereunder:

During 2004,  we issued  121,123,897  shares of common  stock.  The issuances of
these unregistered shares (the "Unregistered Shares") were made under exemptions
from registration and prospectus delivery  requirements of the Securities Act of
1933 ("the 1933 Act"), as amended,  and as specified in Section 4(2) of the 1933
Act. The details of the share issuances consist of:

      (1) 1,183,432  (equivalent to 2,000,000 shares of ordinary stock prior the
Reverse Split)  Unregistered  Shares were issued to former affiliate Sandy Lang,
and former officer and director Marty Goldrod prior the Reverse Split as payment
in full for accrued salaries,  accrued travel and entertainment  expenses (Sandy
and Marty),  shareholder  advances  (by  Marty),  and a note  payable  issued to
shareholder  (Sandy)  during  the third  quarter of the  fiscal  year 2004.  The
details  regarding the issuance of the 1,183,432  shares of the Company's common
stock were  previously  disclosed  in a Current  Report on Form 8-K filed by the
Company on November 19, 2004 and thus no further information required under Item
701 of Regulation S-B will be included herein.

      (2) Pursuant to Section 1.02(a) and Section 3.01(q) of the Agreement dated
November 17, 2004, the Company issued 109,623,006  shares,  6,809,522 shares and
3,507,937  shares of the  Unregistered  Shares to Imperial,  Oriental  Financial
Services Limited ("Orient"),  and Emerging Growth Partners,  Inc.  ("Emerging"),
respectively,  with an aggregate issuance of 119,940,465 shares. The table below
sets forth the details of the issuance of the 119,940,465 shares:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Name of Party               Number of Shares Issued    Nature of Transaction        Amount Received from
                            and Date of Issuance                                    the Transaction
---------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                          <C>
Imperial International      109,623,006 shares         Share exchange with          $109,623.01
Limited                     issued on December 22,     shareholder Metrolink
                            2004                       Pacific Ltd.
---------------------------------------------------------------------------------------------------------
Orient Financial Service    6,809,522 shares issued    Services rendered            $6,809.52
Ltd.                        on December 22, 2004       related to Share Exchange
---------------------------------------------------------------------------------------------------------
Emerging Growth Partners,   3,507,937 shares issued    Services rendered            $3,507.94
Inc.                        on December 22, 2004       related to Share Exchange
---------------------------------------------------------------------------------------------------------
</TABLE>

The amount paid for  services  rendered by Orient and  Emerging was based on the
number of  Unregistered  Shares issued in relation to the services  rendered for
the Share  Exchange and the $0.001 par value of the  Unregistered  Shares.  Fair
market value of such shares is not applicable in  determining  the amount of the
transaction  as the  Unregistered  Shares  have not been  registered  under  the
Securities  Act of 1933,  as amended and may not be offered for sales,  sold, or
otherwise disposed of, except in compliance with the registration  provisions in
the Act, or pursuant to an  exemption  from such  registration  provisions,  the
availability of which is to be established to the satisfaction of the Company.

DESCRIPTION OF CAPITAL STOCK

Our authorized  capital stock consists of 200,000,000 shares of $0.001 par value
common  stock,  of which  128,963,425  shares are issued and  outstanding  as of
December  15,  2005.  Holders of the shares of our common  stock are entitled to
receive  dividends  when and as  declared by our Board of  Directors  from funds
legally  available.  All the shares of our common stock have equal voting rights
and,  according to the opinion of our legal  counsel,  are  nonassessable.  Each
shareholder  of our  common  stock is  entitled  to share  ratably in any assets
available  for  distribution  to  holders  of our  equity  securities  upon  our
liquidation. Holders of our common stock do not have preemptive rights.

EQUITY COMPENSATION PLANS

We have no  securities  authorized  for issuance  under any equity  compensation
plans.


                                       15
<PAGE>

PENNY STOCK REGULATION

Shares of our common stock are subject to rules  adopted by the  Securities  and
Exchange  Commission  that regulate  broker-dealer  practices in connection with
transactions in "penny  stocks".  Penny stocks are generally  equity  securities
with a price of less than $5.00  (other than  securities  registered  on certain
national  securities  exchanges or quoted on the Nasdaq  system,  provided  that
current  price and volume  information  with  respect to  transactions  in those
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from those rules,  deliver a standardized  risk disclosure  document prepared by
the Securities and Exchange Commission, which contains the following:

      o     a  description  of the  nature  and level of risk in the  market for
            penny stocks in both public offerings and secondary trading;

      o     a description of the broker's or dealer's duties to the customer and
            of the rights and remedies available to the customer with respect to
            violation to such duties or other requirements of securities' laws;

      o     a brief, clear, narrative description of a dealer market,  including
            "bid" and "ask" prices for penny stocks and the  significance of the
            spread between the "bid" and "ask" price;

      o     a toll-free telephone number for inquiries on disciplinary actions;

      o     definitions  of significant  terms in the disclosure  document or in
            the conduct of trading in penny stocks; and

      o     such  other  information  and is in such form  (including  language,
            type,  size and format),  as the Securities and Exchange  Commission
            shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the  broker-dealer  also must
provide the customer the following:

      o     the bid and offer quotations for the penny stock;

      o     the  compensation  of the  broker-dealer  and its salesperson in the
            transaction;

      o     the  number of shares to which  such bid and ask  prices  apply,  or
            other comparable  information relating to the depth and liquidity of
            the market for such stock; and

      o     monthly  account  statements  showing the market value of each penny
            stock held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure  requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.

Holders of shares of our common stock may have  difficulty  selling those shares
because our common stock is currently subject to the penny stock rules.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This  following  information  specifies  certain  forward-looking  statements of
management  of the  company.  Forward-looking  statements  are  statements  that
estimate  the  happening  of future  events  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,  guaranty, or warranty
is to be inferred from those forward-looking statements.


                                       16
<PAGE>

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.  No assurance can be
given 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.

CRITICAL ACCOUNTING POLICIES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  This discussion and analysis should be read in conjunction with the
accompanying 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:

Use of Estimates

The  preparation  of these  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
revenues  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 and provision for losses:

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.  Provisions  for
losses are  determined  on the basis of loss  experience  and  current  economic
conditions. These financial statements do not include any provision for losses.

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 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 annual  report on Form 10-KSB for the period ended
December  31, 2004 and its  quarterly  reports on Form 10-QSB for the  quarterly
periods ending in 2005. 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.


                                       17
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting  Standards  Board issued the following  pronouncements
during  2004,  none of which are  expected to have a  significant  affect on the
Company's consolidated financial statements:

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs (An Amendment
of ARB No. 43, Chapter 4)". SFAS 151 amends and clarifies  financial  accounting
and reporting for abnormal amounts of idle facility expense,  freight,  handling
costs, and wasted material (spoilage). The Company has adopted the provisions of
SFAS No. 151 which are effective in general for inventory  costs incurred during
fiscal years  beginning after June 15, 2005. The adoption of this statement does
not affect the Company.

In  December  2004,  the FASB  issued  a  revision  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" (SFAS
123R). SFAS 123R supersedes APB Opinion No. 25,  "Accounting for Stock Issued to
Employees,"  and its  related  implementation  guidance.  SFAS 123R  establishes
standards  for the  accounting  for  transactions  in  which  an  entity  incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.  SFAS 123R does not change the accounting guidance for
share-based  payment  transactions with parties other than employees provided in
SFAS 123 as originally  issued and EITF Issue No. 96-18,  "Accounting for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods or Services." SFAS 123R is effective for interim
reporting period that begins after June 15, 2005. The adoption of this statement
does not affect the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions  - an  amendment of FASB  Statements  No. 66 and 67,"
which  discusses  the  accounting  and  reporting  of real  estate  time-sharing
transactions.  This  Statement is effective for financial  statements for fiscal
years  beginning  after June 15, 2005,  and  restatement  of  previously  issued
financial  statements is not permitted.  The adoption of this statement does not
affect the Company.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  amendment  of APB  Opinion  No.  29." The  guidance in APB Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based on the  principle  that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the  assets  exchanged  and  provided  an  exception  to the  basic  measurement
principle  (fair  value)  for  exchanges  of  similar  productive  assets.  That
exception  required  that  some  nonmonetary  exchanges,  although  commercially
substantive,  be recorded on a carryover  basis.  This Statement  eliminates the
exception to fair value for exchanges of similar  productive assets and replaces
it  with a  general  exception  for  exchange  transactions  that  do  not  have
commercial  substance--that  is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005,  applied  prospectively.  The adoption of
this statement does not affect the Company.

PLAN OF OPERATION

Through  the  Share  Exchange  that  resulted  in our  acquisition  of MPL,  our
principal  activity  became the  provision of artist  management  services.  Our
Company  operates  under a similar  business  model to the U.S.  based  Creative
Artists  Agency  ("CAA")  and  International   Creative  Management  ("ICM")  by
managing,  on a turnkey  basis,  all of our clients film and recording  contract
commitments as well as their product  endorsements and advertising  commitments.
We now have a large pool of performance and entertainment  artists, most of whom
are highly  professional  and  experienced  in stage arts. We provide  training,
management and agency services to both new and established  artists,  and we are
actively engaged in image management promotion and the marketing of our clients.
To maintain our competitiveness, we continue to maintain good relationships with
our senior artists.  In addition,  we continue to search for and foster talented
artists,  and we are actively seeking more artists from the People's Republic of
China ("PRC"), Hong Kong and Taiwan. The infusion of new talent will enhance our
Company's competitiveness and bring fresh input into the entertainment industry.


                                       18
<PAGE>

Given the success of Hong Kong stars such as Jackie Chan and Michelle  Yeoh, our
Company recently began making our artists available for U.S. based  productions.
We anticipate  U.S. based revenues will become a significant  contributor to our
operating income in the future. Our Company intends to utilize the entertainment
industry  experience  of the  Metrolink  Group and the  Company's  resources  in
developing  opportunities  for joint  productions  with U.S. and Asian  artists,
including a "fusion" of U.S. and Chinese film projects and joint distribution of
movie  libraries.  We believe that the development of these joint  opportunities
will underscore continued growth in the Company's profitability.

With China's accession to the World Trade Organization, Beijing's successful bid
for the 2008  Olympic  Games,  and the  implementation  of the  Closer  Economic
Partnership Arrangement trade pact with Hong Kong, industry projections indicate
advertising expenditures will increase significantly in 2005 and onwards.

As China transitions to a market-based customer driven economy,  advertising and
entertainment  expenditures are increasing  exponentially.  This is reflected by
the  higher   production  and  advertising   budgets  for  film  and  television
productions  that  are  necessary  to  feed  the  increasing   demand  for  both
entertainment and consumer products.  Our Company holds a significant  advantage
in that our soft assets (i.e.,  our talent) are highly  coveted for use in these
film and television productions and for advertising and promotional campaigns.

Our Company,  through our wholly owned  subsidiary MPL, is one of the top artist
management  agencies  in Asia  and we  believe  that we are  well-positioned  to
generate  significant  revenue  growth as both  demand  for and the fees for our
entertainment  talent increase.  Our management expects that growth in the China
market  alone  will  underwrite  enormous  increases  in the  number of film and
television  productions,  and a  corresponding  increase  in the  demand for our
talent.

Our close  association with the China Star Group and its leading market position
in the  entertainment  industry gives us leverage in negotiating  contracts with
production  houses and  advertisers,  and it also often leads to the creation of
additional  opportunities for our artists for performance  activities outside of
film production such as advertising  and promotional  campaigns.  The use of our
talent in work in advertising and promotional campaigns not only increases their
exposure  and  popularity,  but also  creates  new  business  opportunities  and
generates additional sources of income for the Company.

In order to develop the company as the  "Creative  Artists  Agency" of the Asian
entertainment industry, the Company will continue to explore new revenue sources
and control its expenditures. We will make full use of resources available to us
to develop long-term business opportunities and to generate favorable return for
our shareholders.

RESULTS OF OPERATIONS

Year ended December 31, 2004 compared to the year ended December 31, 2003

Revenues

Revenues  recognized from the provision of artist management  services increased
8% to $2,599,721 for the year ending  December 31, 2004 from  $2,410,482 for the
same  period in 2003,  as a result of our  efforts  in  promoting  our  artists.
Moreover,  China's film industry experienced signs of recovery in 2004 and there
was an increased number of performances by our artists.


                                       19
<PAGE>

General and administrative expenses

General and  administrative  expenses  incurred for the year ended  December 31,
2004 increased  $194,852,  or 17%, to $1,325,427  compared to $1,130,575 for the
same period in 2003.  General and  administrative  expenses mainly  consisted of
management fees,  wages,  rent, and  professional  fees. The increase was mainly
attributable  to the  approximately  $128,000 in  professional  fees incurred in
connection with the merger during the year ended December 31, 2004.

Provision for income taxes

Provision for income taxes for 2004 of $125,718  represents the aggregate  taxes
provided on the accessible profits for the consolidated  entities.  No provision
of income taxes was provided for the year ended  December 31, 2003 because there
were tax losses brought forward from previous years which can be utilized to set
the assessable profits for the year ended December 31, 2003.

Net earnings

Net  earnings  for the year  ended  December  31,  2004 were  $1,148,576  versus
$1,279,907  for the same period in 2003.  The decrease in net  earnings  results
from an 8%  increase in revenues  offset by an  increase  in  professional  fees
related to the recent merger, and an increase in the provision for income taxes.

FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

Liquidity

Our working  capital at December 31, 2004 was a negative  $74,471.  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.

Cash flows from operating activities:

For the year ended  December  31,  2004,  net cash flows  provided by  operating
activities was $1,271,907 primarily resulting from net earnings from operations.
Net  cash  provided  by  operating  activities  for the same  period  in 2003 of
$1,724,500  primarily  results from net earnings  from  operations  offset by an
increase in deposits paid and deposits  received for  contracts  awarded at year
end, but for which the services have not yet been provided.

Cash flows from investing activities:

For the years ended December 31, 2004 and 2003, net cash flows used in investing
activities were insignificant.

Cash flows from financing activities:

Net cash flows used in financing activities for the year ended December 31, 2004
were $1,462,136 (2003: $1,619,960) and represented repayments to certain related
parties.

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.


                                       20
<PAGE>

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 years ended  December 31, 2003 and December 31, 2004. 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.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance  sheet  arrangements that have or are reasonably likely
to have a  current  or future  effect on our  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that are material to investors.

CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS                                       PAYMENT DUE BY PERIOD
--------------------------------------------------------------------------------------------------------
                                        TOTAL        LESS THAN 1    1-3          3-5 YEARS    MORE THAN
                                                     YEAR           YEARS                     5 YEARS
--------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>            <C>          <C>          <C>
Long-Term Debt Obligations              None         --             --           --           --
--------------------------------------------------------------------------------------------------------
Capital Lease Obligations               None         --             --           --           --
--------------------------------------------------------------------------------------------------------
Operating Lease Obligations (1)         $ 70,570     $ 42,342       $ 28,228     --           --
--------------------------------------------------------------------------------------------------------
Purchase Obligations                    None         --             --           --           --
--------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities Reflected   None         --             --           --           --
on the Registrant's Balance Sheet
under GAAP
--------------------------------------------------------------------------------------------------------
Total                                   $ 70,570     $ 42,342       $ 28,228     --           --
--------------------------------------------------------------------------------------------------------
</TABLE>

---------------

      (1) This  obligation  arises under the Operating  Lease  Agreement for MPL
subsidiary China Star Management Limited's lease of for their offices located at
Unit 611 Miramar  Tower,  132 Nathan Road,  Tsimshatsui,  Hong Kong.  This lease
expires on August 31, 2006.


                                       21
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The Financial  Statements and schedules that  constitute Item 7 are presented in
the following order:

                CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
           (formerly known as Interactive Marketing Technology, Inc.)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

===============================================================================

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...................    2

CONSOLIDATED BALANCE SHEET ...............................................    3

CONSOLIDATED INCOME STATEMENTS............................................    4

CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS..............................    5

CONSOLIDATED CASH FLOW STATEMENTS.........................................    6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................    7


                                       1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
China Entertainment Group, Inc. and Subsidiaries

We  have  audited  the   accompanying   consolidated   balance  sheet  of  China
Entertainment Group, Inc. (formerly known as Interactive  Marketing  Technology,
Inc.), a Nevada limited liability  company,  and its subsidiaries  (collectively
referred  to as  the  "Company")  as of  December  31,  2004,  and  the  related
consolidated  statements of income, changes in stockholders' equity (a deficit),
and cash  flows for the two  years  then  ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on the consolidated financial statements
based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of December 31, 2004, and the consolidated  results of its operations
and its cash flows for the  periods  indicated,  in  conformity  with  generally
accepted accounting principles in the United States of America.

/s/ Clancy and Co., P.L.L.C.
Clancy and Co., P.L.L.C.
Phoenix, Arizona

October 10, 2005


                                       2
<PAGE>

                CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
           (formerly known as Interactive Marketing Technology, Inc.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

-------------------------------------------------------------------------------
(Expressed in U.S. dollars)
-------------------------------------------------------------------------------
ASSETS
-------------------------------------------------------------------------------
Current Assets
   Cash and cash equivalents                                        $    79,120
   Accounts receivable                                                  180,226
   Deposits paid, prepayments and other receivables                   2,836,268
   Amounts due from related parties                                   1,082,917
-------------------------------------------------------------------------------
   Total current assets                                               4,178,531

Fixed assets, net                                                           666
-------------------------------------------------------------------------------

Total Assets                                                        $ 4,179,197
===============================================================================

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
-------------------------------------------------------------------------------
Current Liabilities
   Accounts payable and accrued liabilities                         $   166,376
   Accruals, deposits received and other payables                     2,263,036
   Amounts due to related parties                                     1,777,911
   Taxes payable                                                         45,679
-------------------------------------------------------------------------------
   Total current liabilities                                          4,253,002

Commitments and contingencies                                                --

Stockholder's Deficiency
   Share capital: $0.001 par value; 200,000,000 shares authorized;
        128,963,402 shares issued and outstanding                       128,963
   Additional paid-in capital                                          (202,768)
   Accumulated deficit                                                       --
-------------------------------------------------------------------------------
   Total stockholders' deficiency                                       (73,805)
-------------------------------------------------------------------------------

Total liabilities and stockholders' deficiency                      $ 4,179,197
===============================================================================

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>

                CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
           (formerly known as Interactive Marketing Technology, Inc.)
                         CONSOLIDATED INCOME STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

-------------------------------------------------------------------------------
(Expressed in U.S. dollars)                           2004             2003
-------------------------------------------------------------------------------

Revenues, net                                     $   2,599,721   $   2,410,482

General and administrative expenses                   1,325,427       1,130,575
-------------------------------------------------------------------------------

Net earnings before income taxes                      1,274,294       1,279,907

Provision for income taxes                             (125,718)             --
-------------------------------------------------------------------------------

Net earnings                                      $   1,148,576   $   1,279,907
===============================================================================

Basic and diluted earnings per share              $        0.90   $        0.99
                                                  =============================

Basic and diluted weighted shares outstanding       128,963,402     128,963,402
                                                  =============================

Dividends                                         $   1,410,256              --
                                                  =============================

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>

                CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
           (formerly known as Interactive Marketing Technology, Inc.)
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (A DEFICIT)
                    FOR THE TWO YEARS ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                             Common       Common        Additional
                                                             stock         stock         paid-in       Accumulated
(Expressed in U.S. dollars)                                 (shares)    (par value)      capital         Deficit        Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>            <C>               <C>         <C>
Balance - December 31, 2002                                1,000,001   $    128,206   $         --      1,687,652   $ (1,559,446)

Net earnings                                                      --             --             --      1,279,907      1,279,907

--------------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2003                                1,000,001        128,206             --       (407,745)      (279,539)

Effect of reverse acquisition:
  Reverse merger equity acquired                           9,022,880          9,023         (9,023)            --             --
  Retire equity of private company                        (1,000,001)      (128,206)       595,620             --        467,414
  Issuance of new shares to effect reverse acquisition   119,940,465        119,940       (119,940)            --             --
  Rounding share adjustment                                       57             --             --             --             --

Net earnings                                                      --             --             --      1,148,576      1,148,576

Dividend paid                                                                             (669,425)      (740,831)    (1,410,256)

--------------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2004                              128,963,402   $    128,963   $   (202,768)  $         --   $    (73,805)
================================================================================================================================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>

                CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
           (formerly known as Interactive Marketing Technology, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
(Expressed in U.S. dollars)                                                                          2004              2003
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                <C>
Cash flows from operating activities
Net earnings                                                                                     $ 1,148,576        1,279,907
   Adjustments to reconcile net earnings to net cash flows provided by operating  activities
   Depreciation                                                                                          118              105
   Changes in assets and liabilities
       (Increase) decrease in accounts receivable                                                   (115,827)         (33,820)
       (Increase) decrease in deposits paid, prepayments and other receivables                        91,027         (808,821)
        Increase (decrease) in accounts payable, deposits and accrued liabilities                    102,334        1,287,129
        Increase (decrease) in income taxes payable                                                   45,679               --
-----------------------------------------------------------------------------------------------------------------------------
Net cash flows provided by operating activities                                                    1,271,907        1,724,500
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
   Purchase of fixed assets                                                                             (391)              --
-----------------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by (used in) investing activities                                             (391)              --
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
   Related party repayments                                                                       (1,462,136)      (1,619,960)
-----------------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by (used in) financing activities                                       (1,462,136)      (1,619,960)
-----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                                    (190,620)         104,540

Cash and cash equivalents, beginning of period                                                       269,740          165,200
                                                                                                 ----------------------------

Cash and cash equivalents, end of period                                                         $    79,120          269,740
                                                                                                 ============================

Cash paid for interest and income taxes                                                          $        --               --

Supplemental disclosure of noncash investing and financing activities:
  Dividends netted against outstanding loans to shareholders                                     $ 1,410,256               --
                                                                                                 ============================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       6
<PAGE>

CHINA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
(formerly known as Interactive Marketing Technology, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(Expressed in U.S. dollars)

--------------------------------------------------------------------------------

1.    BUSINESS FORMATION AND OPERATIONS

China  Entertainment  Group,  Inc.  (formerly  known  as  Interactive  Marketing
Technology,  Inc. and referred to herein as "CGRP"),  was incorporated in Nevada
on August 14, 1997 with limited liability.

On November 17, 2004,  CGRP  completed a merger (the  "Merger")  with  Metrolink
Pacific Limited  ("MPL"),  an  International  Business  Company  organized to do
business  under the laws of the  British  Virgin  Islands  ("BVI"),  whereby MPL
agreed to transfer  all of its issued and  outstanding  shares in  exchange  for
109,623,006  shares of common  stock of CGRP.  As a result  of the  Merger,  MPL
became  a  wholly-owned  subsidiary  of CGRP and the  sole  stockholder  of MPL,
Imperial  International  Limited  ("Imperial"),  received an aggregate number of
shares of CGRP common stock  representing  approximately 85% of the total number
shares of CGRP's common stock  outstanding  after the Merger.  In addition,  the
Board and  management  of CGRP are now  controlled  by  members  of the Board of
Directors and management of Imperial prior to the merger.

Accordingly,  the Merger has been accounted for as a reverse  acquisition,  with
MPL being the accounting  parent and CGRP being the accounting  subsidiary.  The
consolidated financial statements include the operations of CGRP, the accounting
subsidiary, from the date of acquisition.  Since the Merger was accounted for as
a  reverse  acquisition,  the  accompanying  consolidated  financial  statements
reflect the historical financial statements of MPL, the accounting acquirer,  as
adjusted for the effects of the exchange of shares on its equity  accounts,  the
inclusion of net liabilities of the accounting  subsidiary as of the date of the
Merger  (November 17, 2004) on their  historical  basis and the inclusion of the
accounting subsidiary's results of operations from that date. Additionally, CGRP
adopted  the  December 31 fiscal year end of the  accounting  parent,  effective
December 24, 2004.

To effect the reverse  acquisition and comply with the terms of the Merger,  the
Company  effectuated a reverse split of its issued and outstanding  common stock
on a 1.69 to 1 basis,  increased the  authorized  number of shares of its common
stock,  $0.001 par value per share, from 60,000,000 to 200,000,000,  and changed
its name to China Artists Agency, Inc. (now known as China Entertainment  Group,
Inc.). The Company's  articles were amended with the State of Nevada on December
21, 2004. On June 27, 2005, the Company's  Board of Directors  authorized a name
change to China  Entertainment  Group, Inc. The Company's  articles were amended
with the State of Nevada on August 4, 2005.

MPL was organized on September  10, 2004,  for the purpose of  reorganizing  the
group  structure of its  intermediate  holding  company,  Together Again Limited
("TAL").  Prior to the  incorporation  of MPL,  the  current  operations  of the
company   were   conducted   through  TAL  (the   "predecessor   entity").   The
reorganization  of TAL's  group  structure  was  completed  in  October  2004 by
transferring  certain  assets and  liabilities  employed in the operation of the
principal  activity of TAL ("the Business") to Metrolink Global Limited ("MGL"),
a company  incorporated  in the British Virgin Islands in  consideration  of the
HK$3,645,820, satisfied by (a) the allotment and issue by 99 MGL ordinary shares
to MPL, the immediate holding company of MGL; (b) the allotment and issue by MPL
to Imperial of 99 MPL ordinary  shares;  and (c) the  allotment  and issue of 98
ordinary  shares of Imperial to TAL, each issued and credited as fully paid; (d)
allotment  of 20  ordinary  shares  of  MPL to  Imperial  as  consideration  for
acquiring  the entire  issued  share  capital of China Star  Management  Limited
("CSML")  and Anglo  Market  International  Limited  ("AMIL")  each  issued  and
credited as fully paid. At the same time, the Company entered into several deeds
of novation with MGL for  completion of the transfer of the Business as follows:
(i) deed of  novation  in  relation  to  amounts  paid by CSML on  behalf of the
Company;  (ii) deed of novation in  relation to artist  contract  entered by the
Company;  and (iii) deed of novation in relation to professional fees contracted
to be paid by the Company.

Since MPL succeeded to  substantially  all of the business and operations of TAL
and its own operations  prior to the succession were  insignificant  relative to
the operations assumed/acquired in the reorganization,  the historical financial
statements of MPL's predecessor entity become those of MPL.


                                       7
<PAGE>

The Company, through its wholly-owned subsidiaries,  is engaged in the provision
of artist management services.

The consolidated  financial  statements and  accompanying  notes are prepared in
accordance with accounting principles generally accepted in the United States of
America and unless the context otherwise  requires,  references to the "Company"
shall collectively refer to both CGRP and MPL, including all of its subsidiaries
(see Note 2).

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation - The consolidated  financial statements include the
accounts of the Company and its  wholly-owned  subsidiary,  MPL. All significant
intercompany  transactions  and balances have been eliminated in  consolidation.
MPL's wholly-owned  subsidiaries include China Star Management Limited ("CSML"),
Anglo Market  International  Limited  ("AMIL"),  and  Metrolink  Global  Limited
("MGL").  The principal  activities of MPL's  subsidiaries  are the provision of
artist management services.

Use of estimates - The  preparation of financial  statements in conformity  with
generally  accepted  accounting  principles  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of the assets and  liabilities  and disclosure of contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those required.

Related party  transaction  - Parties are  considered to be related if one party
has the ability,  directly or indirectly, to control the other party or exercise
significant  influence  over the other party in making  financial  and operating
decisions.  Parties  are also  considered  to be related if they are  subject to
common  control  or  common  significant  influence.   Related  parties  may  be
individuals or corporate  entities.  A transaction is considered to be a related
party  transaction when there is a transfer of resources or obligations  between
related parties (see Note 3).

Fair value of financial  instruments - The Company considers the carrying amount
of cash, accounts  receivable and accounts payable,  deposits paid and received,
other  receivables and payables,  and amounts due to and from related parties to
approximate fair values due to their short maturities.

Concentration of credit risk - The Company is subject to certain  concentrations
of credit risk as follows:

      o     Due to accounts  receivable  - The balance in trade  receivables  at
            December 31, 2004 includes 3 customers  that each accounted for more
            than 10% of the total accounts receivable balance.

      o     Due to revenues and major customers - All of the Company's  revenues
            were  generated by 4 artists,  that each accounted for more than 10%
            of its revenues.

      o     Due to geographic  sales - The  Company's  percentage of revenues by
            geographic area follows:

                                                       2004         2003
                                                    ------------ ------------
      People's Republic of China                             8%           1%
      Hong Kong                                             91%          97%
      United States of America                               1%          --
      Others                                                --            2%
                                                    ------------ ------------
                                                          100 %         100%
                                                    ============ ============

Earnings per share - Basic  earnings  per share  ("EPS") is computed by dividing
net  earnings  (numerator)  by the  weighted  average  number of  common  shares
outstanding (denominator) during the period. Diluted EPS is computed by dividing
net  earnings  (numerator)  by the  weighted  average  number of  common  shares
outstanding  plus dilutive common stock  equivalents.  There was no common stock
equivalents  for any of the  periods  presented.  All per  share  and per  share
information  are adjusted  retroactively  to reflect stock splits and changes in
par value.

Stock-based  compensation - The Company  adopted the disclosure  requirements of
Statement of Financial  Accounting Standard No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS 123) and SFAS 148 with respect to pro forma  disclosure of
compensation  expense  for  options  issued.  For  purposes  of  the  pro  forma
disclosures,  the fair value of each option grant is estimated on the grant date
using the Black-Scholes option-pricing model. There were no stock options issued
or outstanding as of December 31, 2004.


                                       8
<PAGE>

The Company  applies APB No. 25 in  accounting  for its stock  option plans and,
accordingly, no compensation cost would be recognized in the Company's financial
statements  for stock  options under any of the stock plans which on the date of
grant the  exercise  price per share was equal to or exceeded the fair value per
share.  However,  compensation cost would be recognized for warrants and options
granted  to  non-employees  for  services  provided.  There  were no  options or
warrants granted for the period presented.

Foreign currency  translation - The reporting  currency of the Company is United
States dollars ("US$").  The functional and reporting  currency of the Company's
subsidiaries is their local currency,  Hong Kong dollars.  Results of operations
and cash flow are translated at average  exchange  rates during the period,  and
assets and  liabilities  are  translated  at the end of period  exchange  rates.
Translation  adjustments resulting from this process are included in accumulated
other comprehensive  income in the stockholders'  equity statement.  Transaction
gains and losses that arise from  exchange  rate  fluctuations  on  transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred. These amounts are immaterial to the financial
statements.

Cash and cash  equivalents  - Cash and cash  equivalents  represent  all  highly
liquid investments with original maturities of three months or less.

Fixed assets - Fixed assets consist of furniture, fixtures and equipment and are
stated at cost less accumulated  depreciation.  The Company records depreciation
using  accelerated  methods  over  an  estimated  useful  life  of  five  years.
Depreciation expense for the year ended December 31, 2004 was $118 (2003: $105).
Gains or losses on disposal of fixed assets are included in the income statement
based on the difference  between the net sales proceeds and the carrying  amount
of the relevant asset. Repairs and maintenance are expensed as incurred.

Impairment  of  long-lived  assets  -  The  Company  periodically  assesses  the
recoverability  of  the  carrying  amounts  of  long-lived  assets.  A  loss  is
recognized  when  expected  undiscounted  future  cash  flows  are less than the
carrying  amount of the asset.  The  impairment  loss is the amount by which the
carrying amount of the asset exceeds its fair value.

Revenue  recognition  and  provisions  for  losses -  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.  Revenues on a gross basis for the
year ended December 31, 2004 were approximately  $7,176,000 (2003:  $6,398,000).
Provisions for losses are determined on the basis of loss experience and current
economic conditions. These financial statements do not include any provision for
losses.

Advertising costs - Advertising costs are expensed as incurred.  The advertising
costs for the year ended December 31, 2004 was $673 (2003: $488).

Income taxes - The Company has adopted SFAS 109,  "Accounting for Income Taxes".
SFAS 109 requires the  recognition of deferred income tax liabilities and assets
for the expected future tax consequences of temporary differences between income
tax basis and financial reporting basis of assets and liabilities. Provision for
income taxes consist of taxes  currently due plus deferred  taxes.  There are no
deferred tax amounts at December 31, 2004 and 2003.

The charge for  taxation is based on the  results  for the year as adjusted  for
items, which are non-assessable or disallowed.  It is calculated using tax rates
that have been  enacted or  substantively  enacted by the  balance  sheet  date.
Deferred  tax is  accounted  for using the  balance  sheet  liability  method in
respect of temporary  differences  arising from differences between the carrying
amount  of  assets  and   liabilities  in  the  financial   statements  and  the
corresponding tax basis used in the computation of assessable tax profit.

In principle,  deferred tax liabilities are recognized for all taxable temporary
differences,  and  deferred tax assets are  recognized  to the extent that it is
probable  that  taxable  profit  will  be  available  against  which  deductible
temporary differences can be utilized.


                                       9
<PAGE>

Deferred  tax is  calculated  at the tax rates that are expected to apply to the
period when the asset is realized or the  liability is settled.  Deferred tax is
charged or  credited  in the income  statement,  except when it related to items
credited or charged  directly to equity,  in which case the deferred tax is also
dealt with in equity.  Deferred tax assets and  liabilities are offset when they
relate to income taxes  levied by the same  taxation  authority  and the Company
intends to settle its current tax assets and liabilities on a net basis.

Recent  Accounting  Pronouncements  - The Financial  Accounting  Standards Board
issued the following  pronouncements  during 2004, none of which are expected to
have a significant affect on the Company's consolidated financial statements:

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs (An Amendment
of ARB No. 43, Chapter 4)". SFAS 151 amends and clarifies  financial  accounting
and reporting for abnormal amounts of idle facility expense,  freight,  handling
costs, and wasted material (spoilage). The Company has adopted the provisions of
SFAS No. 151 which are effective in general for inventory  costs incurred during
fiscal years  beginning after June 15, 2005. The adoption of this statement does
not affect the Company.

In  December  2004,  the FASB  issued  a  revision  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" (SFAS
123R). SFAS 123R supersedes APB Opinion No. 25,  "Accounting for Stock Issued to
Employees,"  and its  related  implementation  guidance.  SFAS 123R  establishes
standards  for the  accounting  for  transactions  in  which  an  entity  incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.  SFAS 123R does not change the accounting guidance for
share-based  payment  transactions with parties other than employees provided in
SFAS 123 as originally  issued and EITF Issue No. 96-18,  "Accounting for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods or Services." SFAS 123R is effective for interim
reporting period that begins after June 15, 2005. The adoption of this statement
does not affect the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions  - an  amendment of FASB  Statements  No. 66 and 67,"
which  discusses  the  accounting  and  reporting  of real  estate  time-sharing
transactions.  This  Statement is effective for financial  statements for fiscal
years  beginning  after June 15, 2005,  and  restatement  of  previously  issued
financial  statements is not permitted.  The adoption of this statement does not
affect the Company.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  amendment  of APB  Opinion  No.  29." The  guidance in APB Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based on the  principle  that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the  assets  exchanged  and  provided  an  exception  to the  basic  measurement
principle  (fair  value)  for  exchanges  of  similar  productive  assets.  That
exception  required  that  some  nonmonetary  exchanges,  although  commercially
substantive,  be recorded on a carryover  basis.  This Statement  eliminates the
exception to fair value for exchanges of similar  productive assets and replaces
it  with a  general  exception  for  exchange  transactions  that  do  not  have
commercial  substance--that  is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005,  applied  prospectively.  The adoption of
this statement does not affect the Company.

3.    RELATED PARTY TRANSACTIONS

Amounts due from (to) related  parties are unsecured,  interest-free  and due on
demand. The following table summarizes significant related party transactions as
of December 31, 2004:


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                              Consolidated
                                   Nature of relationship            Description of          Balance Sheet
        Related party                   and control                   transaction               Balances
------------------------------- ----------------------------- ----------------------------- -----------------
<S>                             <C>                           <C>                                <C>
Colima Enterprises              Ultimate holding company      Funds transferred between     $       526,278
Holdings, Inc.                                                entities for working
                                                              capital purposes

Together Again Limited          Intermediate holding          Amount receivable in                  556,639
                                company, 51% owned by         relation to service income
                                Colima and 49% owned by       and funds transferred
                                China Star Entertainment      between entities for
                                Limited                       working capital purposes
                                                                                            ---------------
                                                                                                  1,082,917
                                                                                            ===============

Imperial International          Intermediate holding          Funds transferred between            (680,002)
Limited                         company, ultimately           entities for working
                                owned by Colima               capital
                                                              purposes

China Star HK Distribution      Related company,              Amount receivable in               (1,097,909)
Limited                         subsidiaries of China Star    relation to service income
                                Entertainment Limited         and funds transferred
                                which owns 49% of TAL         between entities for
                                and Colima owns 51%           working capital purposes
                                                                                            ---------------
                                                                                            $    (1,777,911)
                                                                                            ===============
</TABLE>

Related  party amounts  included in the  Consolidated  Income  Statement for the
periods presented include the following:

<TABLE>
<CAPTION>
                              Nature of relationship        Description of
       Related party                and control               transaction            2004              2003
---------------------------- -------------------------- ------------------------
<S>                          <C>                        <C>                      <C>               <C>
China Star HK                Related company,           Service income, net
Distribution Limited         subsidiaries of China
                             Star Entertainment
                             Limited which owns
                             49% of TAL and
                             Colima owns 51%                                     $  2,208,846      $     12,500
                                                                                 ==============================

China Star                   Related company, owns      Management fee paid
Entertainment Limited        49% of TAL and
                             Colima owns 51% of
                             TAL                                                 $    107,693      $    107,693
                                                                                 ==============================

China Star Laser Disc        Related company,           Management fee paid
Company Limited              subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                         $    507,692      $    507,692
                                                                                 ==============================

One Hundred Years of         Related company,           Service income, net
Film Company Limited         subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                                   --      $    981,026
                                                                                 ==============================

S & W Entertainment          Related company,           Service income, net
Limited                      subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                                   --      $  1,124,650
                                                                                 ==============================
</TABLE>


                                       11
<PAGE>

4.    DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

Deposits paid [1]          $     2,832,162
Prepayments                          1,906
Other receivables                    2,200
                           ---------------
                                 2,836,268
                           ===============

[1] Deposits  paid  represent  amounts paid per a signed  contract  with various
famous  artists.  As the services are  performed,  the amount is  recognized  as
services  charges on the proportion of number of  performances  performed to the
total number of pe rformances  contracted.  The contract  periods range from one
year to three years and the artists are liable to provided  services for a fixed
number of performances.

5.    ACCRUALS, DEPOSITS RECEIVED AND OTHER PAYABLES

Accruals [1]                   $       437,884
Deposits received [2]                1,650,511
Other payables                         174,641
                               ---------------
                                     2,263,036
                               ===============

[1]  Accruals  primarily  consist of the  following:  accrued  services  charges
($204,726) and accrued professional fees ($207,461).

[2] Deposits  received  represent  amounts  advanced  from  customers for artist
performance in  advertisement,  drama,  films and concerts.  As the services are
performed,  the amount is reclassified and recognized as revenues.  The contract
period ranges from one year to three years and the performances  contracted were
either fixed in term of number of performance or in periods to be performed.

6. INCOME TAXES

Hong Kong  profits  tax has been  provided  at a rate of 17.5% on the  estimated
assessable  profits arising in Hong Kong. A reconciliation  of the provision for
Hong Kong profits follows:

<TABLE>
<CAPTION>
                                                                2004                              2003
                                                     ----------------------------------------------------------
                                                          $                 %             $                 %
                                                     ----------------------------------------------------------
<S>                                                    <C>                <C>          <C>                <C>
Net earnings before tax                               1,274,294             100       1,279,907             100
                                                     ==========================================================

Provision for Hong Kong profits tax                    (223,002)          (17.5)       (223,984)          (17.5)

Tax effect of loss incurred at the company level        (38,552)           (3.0)        (19,518)           (1.5)

Tax effect of income not taxable in determining
taxable profits                                              16              --               4              --

Tax effect of expenses not deductible in
determining taxable profits                                 (73)             --             (18)             --

Tax effect of unrecognized temporary differences             84              --              --              --

Tax effect of tax loss utilized                         135,809            10.6         243,516            19.0
                                                     ----------------------------------------------------------

Provision for income taxes                             (125,718)           (9.9)             --              --
                                                     ==========================================================
</TABLE>


                                       12
<PAGE>

7.    STOCKHOLDERS' EQUITY

Common stock

Prior to and in connection with the Merger, the Company had the following common
stock related activity:

      o     On November 12, 2004,  575,000  shares of common stock were canceled
            due to non-performance.

      o     On November 12, 2004,  2,000,000  shares of common stock were issued
            to  two  former  officers  and  directors  for  debt  consisting  of
            $417,733,  resulting in a reduction in $266,142 in accrued expenses,
            $26,902 in shareholder  loans,  and $124,689 in notes payable due to
            shareholders.  Other  liabilities  of the legal  acquirer of $70,315
            (accruals) and $110,899  (accounts payable) existing prior to Merger
            were assumed by All-Star Marketing, Inc., a newly formed entity with
            the State of Nevada on December  13,  2004,  and  controlled  by the
            former  president of the Company prior to the Merger,  by means of a
            pro-rata  dividend  to  the  Company's  shareholders  of  record  on
            December 10, 2004.

      o     On November 15, 2004, the Board of Directors of the Company approved
            a reverse split of the Company's issued and outstanding common stock
            at  1.69  to 1.  All  share  and  per  share  information  has  been
            retroactively   adjusted  to  reflect  the  reverse   stock   split.
            Additionally,  to  comply  with  the  terms  of the  Merger  for the
            issuance of 109,623,006  shares of the Company's  common stock,  the
            Company  increased  the  authorized  shares of its common stock from
            60,000,000 to 200,000,000.

      o     In connection  with the Merger,  in addition to the  109,623,006 new
            shares  of the  Company's  common  stock  issued to  effectuate  the
            reverse  merger  transaction,   the  Company  issued  3,507,937  and
            6,809,522  new  shares of the  Company's  common  stock to  Emerging
            Growth  Partners,   Inc.  and  Orient  Financial  Services  Limited,
            respectively,  unrelated parties,  for services provided in relation
            to the exchange.

      o     In connection with the Merger,  all previously  issued stock options
            (750,000 pre-split) outstanding were forfeited.

Dividends

There were no dividends  declared or paid by the Company.  CSML, a  wholly-owned
subsidiary of MPL, paid an interim dividend of $1.41 per share ($1,410,256) as a
non-cash  financing  activity by netting the dividend  payment  against  related
party balances.

8.    COMMITMENTS AND CONTINGENCIES

Operating  lease - The  Company  leases  office  space  under  a  non-cancelable
operating  lease  through  August 31, 2006 at $3,532 per month.  At December 31,
2004, future minimum rental payments due under operating leases were as follows:

2005                   $       42,342
2006                           28,228
                       --------------
                               70,570
                       ==============

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 annual report on Form 10-KSB for the
period ended December 31, 2004 and its quarterly  reports on Form 10-QSB for the
quarterly periods ending in 2005. 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.


                                       13
<PAGE>

9.    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. 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 follows:

<TABLE>
<CAPTION>
2004:                        AMIL             CSML               MGL             OTHER            Total
----------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                <C>              <C>              <C>
Revenues, net           $    535,170        2,064,551               --                --         2,599,721
Net earnings/losses     $    516,139          843,744           (3,846)         (207,461)        1,148,576
Total assets            $    318,072        2,971,822          889,303                --         4,179,197
</TABLE>


<TABLE>
<CAPTION>
2003:                        AMIL             CSML               MGL             OTHER            Total
----------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                <C>              <C>              <C>
Revenues, net           $     71,806         2,338,676               --               --        2,410,482
Net earnings/losses     $   (111,531)        1,391,438               --               --        1,279,907
Total assets            $    518,846         4,019,478               --               --        4,538,324
</TABLE>


                                       14
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

The  Company is not aware,  and has not been  advised  by its  auditors,  of any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

On June 24, 2005, the Company's board of directors  elected to retain Clancy and
Co., P.L.L.C.,  ("Clancy") as its independent  registered public accounting firm
and  to  dismiss  Malone  &  Bailey,  PC  ("Malone").  The  decision  to  change
independent  registered  public accounting firm was recommended by the Company's
board of directors.

Malone  audited the Company's  financial  statements  for the fiscal years ended
February 29, 2004 and February 28, 2003,  and reviewed the  Company's  unaudited
financial  statements  through the quarter ended  November 30, 2004. The Company
engaged  Clancy audit the  Company's  financial  statements  for the fiscal year
ended  December 31, 2004.  Clancy was not involved in any way with the review of
the unaudited financial  statements for the quarter ended November 30, 2004, nor
involved in any way with the audits of the Company's  fiscal years ended in 2003
and 2004.

The reports of Malone for these fiscal years did not contain an adverse opinion,
or disclaimer of opinion and were not qualified or modified as to audit scope or
accounting  principles except as described herein.  The report of Malone for the
fiscal year ended  February 29, 2004 and February 28, 2003 were  qualified  with
respect  to  uncertainty  as to the  Company's  ability to  continue  as a going
concern.  During the  Company's two most recent fiscal years and the period from
the end of the most recently  completed  fiscal year through June 24, 2005,  the
date of resignation,  there were no  disagreements  with Malone on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Malone & Bailey would have caused it to make reference to such  disagreements in
its reports.

The change in the Company's  auditors was  recommended and approved by the board
of directors of the Company since the Company does not have an audit committee.

During the two most recent  fiscal  years and  subsequent  interim  period,  the
Company did not consult with Clancy,  regarding  the  application  of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
or any matter that was the subject of a  disagreement  or a reportable  event as
defined in the regulations of the Securities and Exchange Commission.

ITEM 8A.       INTERNAL CONTROLS AND PROCEDURES

(a)  Under  the  supervision  and  with  the   participation  of  the  Company's
management,  the Company  conducted an  evaluation of the  effectiveness  of the
design  and  operation  of its  disclosure  controls  and  procedures  under the
Securities  Exchange Act of 1934, as of the end of period covered by this report
("Evaluation  Date").  Based  on  this  evaluation,   the  Company's  management
concluded, as of the Evaluation Date, that the Company's disclosure controls and
procedures  such  that  material  information  required  to be  included  in our
Securities  and Exchange  Commission  ("SEC")  reports is  recorded,  processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to the Company, including our consolidating subsidiaries,  and was made
known to them by others within those  entities,  particularly  during the period
was  effective.  There was no change in the  Company's  internal  controls  over
financial  reporting  during the Company's most recently  completed  fiscal year
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                       22
<PAGE>

(b) There were no changes in our Company's internal controls or in other factors
that could  significantly  affect these  controls  subsequent to the  Evaluation
Date. We have not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions taken.

ITEM 8B. OTHER INFORMATION.

None.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

On December 24, 2004, Mr. Marty Goldrod,  the Company's  former sole officer and
director  prior  December  24,  2004,  resigned  pursuant  to the  terms  of the
Agreement.  His resignation was not due to any disagreement  with the Registrant
as to any of its operations, policies or procedures.

The Registrant's new board of directors has not yet appointed principal officers
following  the change in control  transaction  described  herein.  However,  the
Registrant  undertakes  herewith to disclose the required  information  for each
such officer.  In connection with closing  described  above,  Ms. Chen Ming Yin,
Tiffany and Mr. Tang Chien Chang have been named as  directors  of the  Company,
effective  December 24,  2004.  The new members of the board of directors of the
Company have not yet been named to any board committees.

The following  table and text sets forth the names and ages of all directors and
executive  officers  of the  Company  as of  December  29,  2005.  The  Board of
Directors is comprised of only one class.  Except as otherwise  described below,
all of the directors  will serve until the next annual  meeting of  stockholders
and until their  successors  are elected and  qualified,  or until their earlier
death,  retirement,  resignation or removal.  While the directors are elected in
this manner,  the Company has entered into Compensation  Agreements with certain
of its directors,  which provide  compensation for these directors over a period
of two years.  Also  provided  herein  are brief  descriptions  of the  business
experience of each director and executive officer during the past five years and
an indication of directorships  held by each director in other companies subject
to the reporting requirements under the federal securities laws.

Name                             Age        Position(s)
-------------------------    ---------      ------------------------------------
Ms. Chen Ming Yin Tiffany        48         Director
Mr. Tang Chien Chang             47         Director and Chief Executive Officer
Ms. Dorothy Wong                 39         Chief Accounting Officer

Biographies of Directors and Executive Officers

TIFFANY  CHEN  MING  YIN,  48,  Director.  Ms.  Chen has  produced  a number  of
blockbuster  films and is the vice chairman and  executive  director of two Hong
Kong listed companies in the entertainment and multi-media  industries.  She has
over 15 years of  experience  in the  industries.  Ms. Chen is not an officer or
director of any other U.S. reporting company.


                                       23
<PAGE>

TANG CHIEN CHANG,  47, Director and Chief Executive  Officer.  Mr. Tang has been
self-employed as a businessman and investor in the entertainment industry for at
least the last five  years.  Mr. Tang is not an officer or director of any other
U.S. reporting company.

DOROTHY WONG, 39, Chief Accounting Officer (Principal  Accounting  Officer). Ms.
Wong  received her degree in  Accountancy  from City  Polytechnic  University in
1990. She is member of the Hong Kong Institute of Certified Public  Accountants.
She  is  the  Financial   Controller   and  Company   Secretary  of  China  Star
Entertainment  Limited ("China Star"), a shareholder of the Company.  She joined
China Star in 2001.  Prior to her employment with China Star, she worked with an
international accounting firm for over 10 years.

Family Relationships

There are no family relationships between or among any of the current directors,
executive  officers  or persons  nominated  or charged by the  Company to become
directors or executive officers.

Involvement in Certain Legal Proceedings

There  are no  orders,  judgments,  or  decrees  of any  governmental  agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  any of our officers or directors from engaging in or continuing any
conduct,  practice or  employment  in  connection  with the  purchase or sale of
securities,  or convicting such person of any felony or misdemeanor  involving a
security, or any aspect of the securities business or of theft or of any felony.
Nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Audit Committee and Independent Directors

As the Company  believes  that our Board of Directors  has the integrity and the
resources to oversee the control of the  operations of the Company,  the Company
did not establish an audit  committee,  nor do we have a financial expert on our
Board of Directors as that term is defined by Item 401(e)(2).

Section 16(a) Beneficial Ownership Reporting Compliance:

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors,  executive officers and holders of more
than 10% of the Company's  common stock to file with the Securities and Exchange
Commission  ( "SEC")  initial  reports of  ownership  and  reports of changes in
ownership  of common  stock and other equity  securities  of the  Company.  Such
executive  officers,  directors  and  greater  than 10%  beneficial  owners  are
required  by the SEC to furnish us copies of all  Section  16(a)  forms filed by
such reporting persons.

To our knowledge,  based solely on the Company's review of copies of Forms 3, 4,
and 5 filed with the Securities and Exchange Commission,  (the "SEC") or written
representations  from certain reporting  persons,  we believe that during fiscal
year ended December 31, 2004,  shareholder Imperial  International  Limited, the
current CEO and director  Tang Chien Chang,  and current  director  Tiffany Chen
Ming Yin were  subject to but have not filed the  reports  they are  required to
file under Section 16(a) of the Exchange Act.

Code of Ethics

We have  adopted  a code of  ethics  that  applies  to our  principal  executive
officer,   principal  financial  officer,   principal   accounting  officer,  or
controller,  or persons  performing  similar  functions.  We will provide to any
person  without  charge,  upon request,  a copy of such Code of Ethics.  Persons
wishing to make such a request  should  contact  Dorothy  Wong at our  principal
office.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The  following  tables set forth  certain  summary  information  concerning  the
compensation  paid or accrued for each of our last three completed  fiscal years
to our directors.  Except for those disclosed below, no other executive officers
received  compensation  in excess of $100,000 during the year ended December 31,
2004. All figures are in US dollars.


                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                       Long Term Compensation
                                                                       ----------------------
                         Annual Compensation                           Awards        Payouts
                         -------------------                           ------        -------
                                                                       Restricted
Name and                                               Other Annual    Stock         Options    LTIP     All Other
Principal Position         Year     Salary    Bonus    Compensation    Awards        /SARs      Payout   Compensation
------------------         ----     ------    -----    ------------    ------        -----      ------   ------------
<S>                        <C>     <C>        <C>       <C>            <C>           <C>        <C>      <C>
Marty Goldrod (1),         2004       --       --       --             --            --         --       --
CEO and Director
                           2003       --       --       --             --            --         --       --
                           2002       --       --       --             --            --         --       --

Tiffany Chen Ming Yin,     2004    3,846       --       --             --            --         --       --
Director (2)

Tang Chien Chang,          2004       --       --       --             --            --         --       --
Director (3)
</TABLE>


----------------

      (1)   Mr.  Goldrod  resigned  as CEO  and  Director  in  December  2004 in
            connection with the Share Exchange.  There was no compensation  paid
            to Marty Goldrod during the year. The shares issued to Marty Goldrod
            was in relation to the amounts owed by the Company.

      (2)   Ms. Chen was  appointed as Director on December  24,  2004.  For the
            year ended December 31, 2004, Ms. Chen received cash compensation of
            $3,846.  No share-based  compensation  was received  during the year
            ended December 31, 2004.

      (3)   Mr. Tang was  appointed as Director on December  24,  2004.  For the
            year ended  December 31, 2004,  Mr. Tang did not receive any cash or
            share-based compensation.

Compensation of Directors

The Company has not entered into  Director's  Compensation  Agreements  with Ms.
Tiffany Chen Ming Yin or Mr. Tang Chien Chang at this time.

Employee Retirement Plans, Long-Term Incentive Plans and Pension Plans

The Company does not have any long-term incentive plan to serve as incentive for
performance to occur over a period longer than one fiscal year.

Employment Agreements

The Company  currently does not have any employment  agreements  with any of the
Company's  directors.  The Company's  subsidiary  has a services  agreement with
Director, Ms. Tiffany Chen Ming Yin.


                                       25
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

STOCK OWNERSHIP OF DIRECTORS AND PRINCIPAL STOCKHOLDERS

As used in this  section,  the  term  beneficial  ownership  with  respect  to a
security is defined by Rule 13d-3 under the Securities  Exchange Act of 1934, as
amended,  as consisting of sole or shared voting power  (including  the power to
vote or direct the vote) and/or sole or shared  investment  power (including the
power to dispose of or direct the  disposition  of) with respect to the security
through any contract,  arrangement,  understanding,  relationship  or otherwise,
subject to community property laws where applicable.

As of December 29, 2005,  the Company had a total of  approximately  128,963,425
shares of Common Stock,  which are the only issued and outstanding voting equity
securities of the Company.

The  following  table sets forth,  as of December  29,  2005:  (a) the names and
addresses  of each  beneficial  owner  of more  than  five  percent  (5%) of the
Company's  Common  Stock  known to the  Company,  the number of shares of Common
Stock  beneficially  owned by each such person, and the percent of the Company's
Common  Stock so owned;  and (b) the names and  addresses  of each  director and
executive officer,  the number of shares of Common Stock beneficially owned, and
the percentage of the Company's Common Stock so owned, by each such person,  and
by all directors and executive  officers of the Company as a group.  Each person
has sole voting and investment power with respect to the shares of Common Stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of Common Stock, except as otherwise indicated.

<TABLE>
<CAPTION>
                                                                 Total Number of     Percentage
                                                                 Shares of           Ownership of
 Name, Address and Title                                         Common Stock        Common Stock (3)
-------------------------------------------------------          ---------------     ----------------
<S>                                                              <C>                        <C>
Tiffany Chen Ming Yin                                                      0 (1)                0%
Director
Unit 503C, 5/F, Miramar Tower
132 Nathan Road, Tsimshatsui
Hong Kong

Tang Chien Chang                                                           0 (1)                0%
Director, CEO
Unit 503C, 5/F, Miramar Tower
132 Nathan Road, Tsimshatsui
Hong Kong

Dorothy Wong                                                               0                    0%
Chief Accounting Officer
Unit 503C, 5/F, Miramar Tower
132 Nathan Road, Tsimshatsui
Hong Kong

All Directors and Executive Officers (3 persons)                           0                    0%

Other 5% or Greater Owners:

Imperial International Limited                                   109,623,006(2)             85.00%(2)
Unit 503C, 5/F, Miramar Tower
132 Nathan Road, Tsimshatsui
Hong Kong

Total of All Directors and Executive Officers and 5% or          109,623,006                85.00%
Greater Owners
</TABLE>


                                       26
<PAGE>

----------------------

(1)   Chen Ming Yin, Tiffany, is a direct 1.81% shareholder of China Star, which
      is an indirect 49% owner of Together  Again  Limited  ("Together  Again").
      Tang Chien Chang is indirectly a 50% owner of Colima  Enterprises  Limited
      ("Colima"),  a 51% owner of Together Again. Imperial International Limited
      is 100% owned by  Together  Again.  Imperial  International  Limited  owns
      approximately 85% of China Entertainment Group.

(2)   Imperial  International  Limited is 100% owned by Together Again. Together
      Again is 51% owned by Colima, whose directors are Tang Chien Chang and Kim
      Min Sup, Mark. Colima is 50% owned by Stylish Century  Enterprises,  Inc.,
      ("Stylish") whose director is Kim Min Sup, Mark;  Stylish is 100% owned by
      Mantex  Holdings  Limited,  whose owner and director is Kim Min Sup, Mark.
      Colima is 50% owned by Givon Enterprises  Corp.,  ("Givon") whose director
      is Tang Chien  Chang;  Givon is 100% owned by Chartwell  Overseas  Limited
      ("Chartwell"),  whose  owner and  director is Tang Chien  Chang.  Together
      Again is 49% owned by China  Star,  listed on the Main  Board of The Stock
      Exchange of Hong Kong Limited.  China Star is 1.81% owned  directly by Ms.
      Chen   Ming   Yin,   Tiffany;   11.89%   owned  by   Porterstone   Limited
      ("Porterstone");  3.53% owned by Mr.  Heung Wah Keung,  and 3.56% owned by
      Dorest  Company  Limited  ("Dorest").  Dorest is 100%  owned by  Glenstone
      Investments Limited ("Glenstone"); Glenstone is 40% owned by Mr. Heung Wah
      Kueng, and 60% owned by Porterstone.

(3)   Figures may vary slightly due to rounding.

Change in Control

During the fiscal year 2004,  control of the China  Entertainment  Group shifted
from its former owner to Imperial International Limited ("Imperial"). As per the
Agreement   dated  November  17,  2004,  the  Company  issued  an  aggregate  of
109,623,006 shares of its restricted common stock (representing 85% of the fully
diluted  outstanding  stock of outstanding  China  Entertainment  Group's common
stock giving effect to the issuance of Common stock pursuant to Section  1.02(a)
and Section 3.01(q) of the Agreement) to the sole shareholder of MPL,  Imperial,
in exchange for 100% of the issued and outstanding  shares of MPL capital stock.
Thus,  MPL became a wholly owned  subsidiary of China  Entertainment  Group upon
completion  of the  Share  Exchange  and  China  Entertainment  Group  became  a
subsidiary  of  Imperial.  Other  than  the  above-described   transaction,  our
management  is  unaware  of any  arrangements  that may  result in  "changes  in
control" as that term is defined by the  provisions of Item 403(c) of Regulation
S-B.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS:

Amounts due from (to) related  parties are unsecured,  interest-free  and due on
demand.  Our director  Tiffany Chen Ming Yin, is a direct 2.44%  shareholder  of
China Star Entertainment Limited, ("China Star"), which is an indirect 49% owner
of Together Again Limited ("Together  Again").  Our Chief Executive Officer Tang
Chien Chang is indirectly a 50% owner of Colima Enterprises  Limited ("Colima"),
a 51% owner of Together Again.  Imperial  International Limited is 100% owned by
Together Again.  Imperial  International Limited owns approximately 85% of China
Entertainment  Group. The following table summarizes  significant  related party
transactions  involving the Company and China Star,  Together Again,  Colima and
Imperial International Limited as of December 31, 2004:


                                       27
<PAGE>

<TABLE>
<CAPTION>
       Related Party          Nature of Relationship      Description of Transaction        Consolidated
                                    and Control                                             Balance Sheet
                                                                                              Balances
<S>                          <C>                        <C>                                 <C>
Colima Enterprises           Ultimate Holding           Funds transferred between           $        526,278
Holdings, Inc. ("Colima")    Company                    entities for working capital
                                                        purposes

Together Again Limited       Intermediate holding       Amount receivable in relation                556,639
("TAL")                      company, 51% owned by      to service income and funds
                             Colima and 49% owned by    transferred between entities
                             China Star Entertainment   for working capital purposes
                             Limited
                                                                                            -----------------
                                                                                                   1,082,917
                                                                                            =================

Imperial International       Intermediate holding       Funds transferred between                   (680,002)
Limited                      company, ultimately        entities for working capital
                             owned by Colima            purposes

China Star HK                Related company,           Amount receivable in relation             (1,097,909)
Distribution Limited         subsidiaries of China      to service income and funds
                             Star Entertainment         transferred between entities
                             Limited which owns 49%     for working capital purposes
                             of TAL and Colima owns
                             51%
                                                                                            -----------------
                                                                                            $     (1,777,911)
                                                                                            =================
<CAPTION>

The following table summarizes  significant related party transactions involving
the Company and China Star as of December 31, 2003:

       Related Party          Nature of Relationship      Description of Transaction        Consolidated
                                    and Control                                             Balance Sheet
                                                                                              Balances
<S>                          <C>                        <C>                                 <C>
Beijing Creative Star        Related company,           Funds transferred between           $      1,602,169
International Advertising    subsidiaries of China      entities for working capital
Company Limited              Star Entertainment         purposes
                             Limited which owns 49%
                             of TAL and Colima owns
                             51%
Intelligent Star Technology  Related company,           Funds transferred between                     32,634
(Shenzhen) Limited           subsidiaries of China      entities for working capital
                             Star Entertainment         purposes
                             Limited which owns 49%
                             of TAL and Colima owns
                             51%
                                                                                            -----------------
                                                                                                   1,634,803
                                                                                            =================
China Star Entertainment     Related company, China     Amount payable in relation to             (2,827,024)
Limited                      Star Entertainment         management fee and funds
                             Limited owns 49% of TAL    transferred between entities
                             and Colima owns 51%        for working capital purposes

                                                                                            -----------------
                                                                                            $     (2,827,024)
                                                                                            =================
</TABLE>


The  following  table  summarizes  the  related  party  amounts  included in the
Company's Consolidated Income Statement for the periods presented:

<TABLE>
<CAPTION>
                              Nature of relationship        Description of
       Related party                and control               transaction            2004              2003
---------------------------- -------------------------- ------------------------
<S>                          <C>                        <C>                      <C>               <C>
China Star HK                Related company,           Service income, net
Distribution Limited         subsidiaries of China
                             Star Entertainment
                             Limited which owns
                             49% of TAL and
                             Colima owns 51%                                     $  2,208,846      $     12,500
                                                                                 ==============================

China Star                   Related company, owns      Management fee paid
Entertainment Limited        49% of TAL and
                             Colima owns 51% of
                             TAL                                                 $    107,693      $    107,693
                                                                                 ==============================

China Star Laser Disc        Related company,           Management fee paid
Company Limited              subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                         $    507,692      $    507,692
                                                                                 ==============================

One Hundred Years of         Related company,           Service income, net
Film Company Limited         subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                                   --      $    981,026
                                                                                 ==============================

S & W Entertainment          Related company,           Service income, net
Limited                      subsidiaries of China
                             Star Entertainment
                             Limited which is
                             ultimately owned 49%
                             with Colima                                                   --      $  1,124,650
                                                                                 ==============================
</TABLE>

                                       28
<PAGE>

With regard to any future related party transactions,  we plan to fully disclose
any and all  related  party  transactions,  including,  but not  limited to, the
following:

o     disclose such transactions in prospectuses where required;
o     disclose  in  any  and  all  filings  with  the  Securities  and  Exchange
      Commission, where required;
o     obtain disinterested directors consent; and
o     obtain shareholder consent where required.

ITEM 13. EXHIBITS

 Exhibit
 Number           Description
 ------           -----------

2.1               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)

3.2               Bylaws (3)

13                Form 10-QSB for the Quarter Ended November 30, 2004 (4)

14                Code of Business Conduct and Ethics.

16                Letter on Change of Certifying Accountant (5)

21                List of Subsidiaries

31                Rule 13a-14(a)  Certifications  of Chief Executive Officer and
                  Chief  Financial  Officer  pursuant  to  Section  302  of  the
                  Sarbanes-Oxley Act of 2002

32                Certification  of  the  Chief  Executive   Officer  and  Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1              Form 8-K Current Report filed on November 19, 2005 (6)

99.2              Schedule  14C  Definitive   Information   Statement  filed  on
                  November 30, 2004 (1)

---------------------

(1)   Incorporated  by  reference  from  the  Company's  Schedule  14C  filed on
      November 30, 2004.

(2)   Incorporated  by reference from the Company's Form 10-QSB filed on October
      23, 2001.

(3)   Incorporated  by reference from the Company's Form 10-QSB filed on January
      19, 2000.

(4)   Incorporated  by reference from the Company's Form 10-QSB filed on January
      3, 2005.

(5)   Incorporated  by reference  from the Company's  Form 8-K filed on July 27,
      2005.

(6)   Incorporated  by reference  from the Company's  Form 8-K filed on November
      19, 2005.


                                       29
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

CHANGE OF AUDITOR

The Company `s preceding  principal  independent auditor was Malone & Bailey, PC
("Malone &  Bailey").  It audited the  Company's  financial  statements  for the
fiscal years ended  February  29, 2004 and  February 28, 2003,  and reviewed the
Company's unaudited financial  statements through the quarter ended November 30,
2004. Effective June 24, 2005, we engaged Clancy and Co., P.L.L.C.  ("Clancy and
Co.") to audit the  Company's  financial  statements  for the fiscal  year ended
December  31,  2004.  The  following  are the  services  provided and the amount
billed.

AUDIT FEES

The aggregate fees billed by Malone & Bailey for professional  services rendered
for the review of the  Company's  unaudited  financial  statements  through  the
quarter ended November 30, 2004 and the audit of the Company's  annual financial
statements  for the year ended  February 29, 2004 or services  that are normally
provided by the accountant in connection with statutory and regulatory filing or
engagements for those periods/years were $1,000, and $3,500, respectively.

The aggregate fees billed by the newly  appointed  auditor,  Clancy and Co., was
$30,000 for professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2004.

AUDIT RELATED FEES

There were no fees billed for services  reasonably related to the performance of
the audit or review of the financial  statements outside of those fees disclosed
above under "Audit Fees" for the year ended December 31, 2004.

TAX FEES

For the years ended December 31, 2004 and February 29, 2004,  there were no fees
billed for services for tax compliance,  tax advice and tax planning work to the
Company.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior to engaging its accountants to perform particular  services,  our board of
directors  obtains  an  estimate  for the  service to be  performed.  All of the
services  described  above were approved by the board of directors in accordance
with its procedure.

                            [SIGNATURES PAGE FOLLOWS]


                                       30
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date: January 13, 2006               CHINA ENTERTAINMENT GROUP, INC.
                                       (Registrant)

                                       By: /s/ Tang Chien Chang
                                          --------------------------------------
                                          Tang Chien Chang
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

--------------------------------------------------------------------------------
Signature                             Title                    Date
--------------------------------------------------------------------------------

/s/ Tiffany Chen Ming Yin
--------------------------            Director                 January 13, 2006
Tiffany Chen Ming Yin

--------------------------------------------------------------------------------
/s/ Tang Chien Chang
--------------------------            Director                 January 13, 2006
Tang Chien Chang

--------------------------------------------------------------------------------


                                       31