**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**




**FOR
      ANNUAL AND TRANSITION REPORTS**


**PURSUANT
      TO SECTIONS 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





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




**For
      the fiscal year ended June 30, 2007**




**Or**




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




**For
      the transition period from ______________ to
      ________________.**




**Commission
      File Number: 333-87968**





**CENTERSTAGING
      CORP.**


(Exact
      name of Registrant as Specified in its Charter)




**DELAWARE**
            
            **45-0476087**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)**3407
                WINONA AVENUE**
              **BURBANK,
                CALIFORNIA 91504**(Address
                of Principal Executive Offices, including ZIP Code)**(818)
                559-4333**
              Registrant’s
                Telephone Number, Including Area Code**Securities
                Registered Pursuant to Section 12(b) of the
                Act:****Title
                of each Class**
            
            **Name
                of each Exchange on which Registered****None****Securities
                Registered Pursuant to Section 12(g) of the
                Act:****Common
                Stock, $.0001 Par Value**




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulations S-K is not contained herein, and will not 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-K or any amendment to
      this
      Form 10-K. o




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes x No o




Registrant’s
      revenues for the fiscal year 2007 were $6.8 million




On
      October 25, 2007, the Registrant had 73,015,520 **** outstanding shares of Common Stock, $.0001 par value. The aggregate market
      value
      of the 33,015,520 shares of Common Stock held by non-affiliates of the
      Registrant as of October 25, 2007 was approximately $5.0 million.




**DOCUMENTS
      INCORPORATED BY REFERENCE**









If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
      the
      document is incorporated: None




Transitional
      Small Business Disclosure Format (Check one): Yes o No x


*Explanatory
        Note* :
        This
        Form 10-K/A for the fiscal year ended June 30, 2007, is being filed in order
        to
        complete Part III of Form 10-K and fully comply with all required information
        pursuant to Regulation S-B and Section 13 or 15(d) of the Securities Exchange
        Act of 1934. This Amendment contains only the sections to the Original Filing
        which are being amended, and those unaffected parts or exhibits are not included
        herein.













**PART
      III**





**Item
      9—Directors, Executive Officers, Promoters and Control Persons; Compliance with
      Section 16(a) of the Exchange Act**





**Directors**




The
      following information is provided regarding the directors of Centerstaging
      Corp., also referred to as “we,” “us,” “our,” and “our company.




**Name**
            
            **Age
                as of 10/25/07**
            
            **Year
                First Elected or Appointed Director**
            
            **Principal
                Occupation**Roger
                Paglia (1)
            
            55
            
            2005
            
            Chief
                Executive Officer of CenterStaging Corp.Johnny
                Caswell (1)
            
            66
            
            2005
            
            Chairman
                of CenterStaging Corp.Jan
                Parent (1)
            
            51
            
            2005
            
            Senior
                Executive Vice President of CenterStaging Corp.Howard
                Livingston (1)
            
            48
            
            2005
            
            Chief
                Financial Officer of CenterStaging
                Corp.




(1)
            Director
                is also an employee of the company and receives no additional compensation
                as a director.




***Roger
      Paglia*** joined
      our subsidiary, CenterStaging Musical Productions, Inc. (“CMPI”) **in** April
      2004 as its Vice President. He was appointed as Chief Executive Officer of
      CMPI
      in March 2005. He was appointed as a director and our Chief Executive Officer
      and Secretary in August 2005, in connection with our merger with CMPI. From
      April 2000 until February 2003, Mr. Paglia was the Chairman of the Board of
      Directors and the President of Media and Entertainment, Inc., a Los
      Angeles-based company engaged in the development and marketing of a compression
      algorithm for digital data delivery, which he founded in April 2000. Mr. Paglia
      has over 25 years of experience as an entertainment industry executive, working
      in both the music and motion picture industries. As a music publisher and record
      producer, Mr. Paglia served as president of international music publishing
      companies and directed the record production activities at a major entertainment
      company. He also founded PEC Worldwide Services, which specialized in motion
      picture film distribution, music distribution, post-production services and
      fulfillment services. PEC’s clientele included all of the Walt Disney Companies
      (i.e., Touchstone Pictures, Hollywood Pictures, Buena Vista Worldwide, Hollywood
      Records, Buena Vista Music Publishing), Aaron Spelling Productions,
      Sony/Tristar/Columbia Pictures, Lorimar, ABC and NBC.




***Johnny
      Caswell*** co-founded CMPI in January 1980 and served as a director and Vice President
      until March 2005, when he was appointed as its President. He was appointed
      as a
      director and President of CenterStaging Corp. in September 2005, following
      our
      merger with CMPI, and served as President through February 2007.




***Jan
      Parent*** co-founded CMPI, and served as a director and as its President until March
      2005,
      when he was appointed as its Senior Executive Vice President. He was appointed
      as a director and a Senior Executive Vice President of CenterStaging in
      September 2005, following our merger with CMPI.




2




***Howard
      Livingston*** joined
      CMPI in November 2004 as its Chief Financial Officer. He served as a consultant
      to CMPI from April 2004 to November 2004. He was appointed as a director and
      the
      Chief Financial Officer of CenterStaging in September 2005, following our merger
      with CMPI. From December 1984 until prior to joining CenterStaging, Mr.
      Livingston was a senior financial executive for Warner Bros. He played an
      important role in a wide variety of strategic and operating initiatives and
      various strategic joint ventures and corporation transactions. He was a key
      member of the executive committee that was responsible for the roll-out of
      the
      DVD format and the “Direct to Retail” distribution initiatives. Mr. Livingston
      is a Certified Public Accountant.





**Executive
      Officers**




The
      following table sets forth certain information regarding our executive officers
      of our company and of our wholly-owned subsidiary, CenterStaging Musical
      Productions Inc., also referred to as “CMPI” (other than Messrs. Paglia,
      Caswell, Parent and Livingston, whose information is set forth under
“Directors”)




**Name**
            
            **Age
                as**
              **of**
              **10/25/07**
            
            **Position**Paul
                Schmidman
            
            52
            
            President
                and Chief Operating Officer




***Paul
      Schmidman*** became
      our Executive Vice President and Chief Operating Officer in July 2006, and
      was
      promoted to President and Chief Operating Officer in February 2007. **** Mr.
      Schmidman has over 25 years of experience working in senior management and
      senior executive positions in the media and entertainment industries. Prior
      to
      joining us, Mr. Schmidman was a Senior Vice President for AOL LLC from 2003
      to
      2006, where his responsibilities included the development and execution of
      short
      and long-term strategies for AOL in the entertainment industry, including
      business acquisitions and joint ventures. From 1999 to 2003, he was President
      and Chief Executive Officer of XTIVIA (formerly Xceed), which was engaged in
      e-commerce, online design and consultancy focused on lifestyle and
      entertainment.





There
      are
      no family relationships among any of our directors or officers.




3




**Audit
      Committee**




We
      do not
      have any Board committees, including any audit committee, nominating committee
      or compensation committee. This is because we have only four directors, each
      of
      whom is an executive officer, and thus we have no independent directors.
      Accordingly, our board of directors as a whole performs all of the functions
      that would be delegated to an audit committee, compensation committee and
      nominating committee.




The
      Board
      of Directors has determined that Howard Livingston qualifies as an “audit
      committee financial expert” as that term is defined in Regulation S-B of the
      Securities and Exchange Commission. It should be noted that Mr. Livingston
      is
      our Chief Financial Officer and he is not an independent director.




**Code
      of Ethics**




We
      do not
      have a code of ethics that applies to our directors, officers and employees.
      We
      anticipate that our Board of Directors will adopt a code of ethics during the
      second quarter of our next fiscal year.




**Section
      16(a) Beneficial Ownership Reporting**  ****  **Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our
      directors, executive officers and 10% shareholders to file reports with the
      Securities and Exchange Commission on changes in their beneficial ownership
      of
      Common Stock and to provide us with copies of the reports. The Corporation
      believes that all of these persons filed all required reports on a timely basis
      in fiscal year 2007.




4




**Item
      10—Executive Compensation**




*Executive
      Compensation Table.* The
      following table shows certain information regarding compensation paid during
      the
      last three years to the Chief Executive Officer and each person who was an
      executive officer at the end of fiscal year 2006 whose salary and bonus exceeded
      $100,000 during fiscal year 2006 (the “Named Executive Officers”).





**SUMMARY
      COMPENSATION TABLE**




**Annual
                    Compensation**
                
                **Long-Term**
                  **Compensation****(10)****Name
                    and Principal Position**
                
                **Fiscal
                    Year**
                  **Ended**
                  **June
                    30,**
                
                **Salary**
                
                **Bonus
                    (1)**
                
                **Other
                    (2)**
                
                **Securities**
                  **Underlying
                    Options ($)**
                
                **All
                    Other**
                  **Compensation
                    (3)**
                
                **Total**Roger
                    Paglia (4)
                
                
                2007
                
                $
                363,000
                
                $
                90,750
                
                
                —
                
                $
                144,000
                
                $
                1,404
                
                $
                599,154Chief
                    Executive Officer
                
                
                2006
                
                $
                330,000
                
                $
                82,500
                
                
                —
                
                $
                161,150
                
                $
                1,317
                
                $
                574,967Johnny
                    Caswell (6)
                
                
                2007
                
                $
                514,250
                
                $
                128,563
                
                
                —
                
                $
                144,000
                
                $
                14,413
                
                $
                801,226Chairman
                
                
                2006
                
                $
                467,500
                
                $
                116,875
                
                
                —
                
                $
                161,150
                
                $
                14,957
                
                $
                760,482Jan
                    Parent (7)
                
                
                2007
                
                $
                514,250
                
                $
                128,563
                
                
                —
                
                $
                144,000
                
                $
                22,371
                
                $
                809,184Senior
                    Executive Vice President
                
                
                2006
                
                $
                467,500
                
                $
                116,875
                
                
                —
                
                $
                161,150
                
                $
                22,915
                
                $
                768,440Howard
                    Livingston (8)
                
                
                2007
                
                $
                363,000
                
                $
                90,750
                
                
                —
                
                $
                144,000
                
                $
                1,170
                
                $
                598,920Chief
                    Financial Officer
                
                
                2006
                
                $
                330,000
                
                $
                82,500
                
                
                —
                
                $
                161,150
                
                $
                3,146
                
                $
                576,796Paul
                    Schmidman (9)
                
                
                2007
                
                $
                300,000
                
                $
                25,000
                
                
                —
                
                $
                1,342,595
                
                $
                882
                
                $
                1,668,477President,
                    Chief Operating Officer





(1)
            Of
                the total bonuses shown, the following amounts have been paid by
                us as of
                October 26, 2007: Mr. Paglia - $26,360; Mr. Caswell - $25,368; Mr.
                Parent
                - $25,368; Mr. Livingston - $50,000; and Mr. Schmidman - $25,000.
                We
                intend to pay the balance of these bonuses, without interest, in
                one or
                more installments as our finances
                permit.




(2)
            Unless
                shown, the amount of other annual compensation for each named executive
                officer was less than the lesser of $50,000 or 10% of the total of
                annual
                salary and bonus for such executive
                officer.




(3)
            Reflects
                life insurance premiums.




(4)
            Mr.
                Paglia joined CMPI in April 2004 as its Vice President, and was appointed
                as Chief Executive Officer in March
                2005.




(5)
            The
                amount shown represents the fair value of shares of Common Stock
                of CMPI
                sold and issued to Messrs. Paglia and Livingston in April 2004 in
                connection with their joining CMPI (in Mr. Livingston’s case, joining as a
                consultant), less the $100 sales price paid by
                them.




(6)
            Mr.
                Caswell has served as President of CMPI from March 2005 through February
                2007.




(7)
            Mr.
                Parent served as President of CMPI until March
                2005.




(8)
            Mr.
                Livingston became Chief Financial Officer of CMPI in November
                2004.




(9)
            Mr.
                Schmidman joined CMPI in July 2006, and became an officer in September
                2006.  (10)
            Awards
              of options are at the dollar amount recognized for financial statement
              reporting purposes in accordance with FAS 123R, calculated using the
              Black-Scholes valuation method.




5





*Option
      Grants During Fiscal 2007.* The
      following table presents the number of stock options granted to the Named
      Executive Officers during the year ended June 30, 2006.





**OPTION
      GRANTS IN LAST FISCAL YEAR**




**Name**
            
            **Number
                of Securities Underlying Options Granted (#)**
            
            **Percent
                of Total Options Granted to Employees in Fiscal
                Year**
            
            **Exercise
                Price**
              **($/Sh)**
            
            **Market
                Price on Date of Grant ($/Sh)**
            
            **Expiration**
              **Date**Paul
                Schmidman
            
            
            375,000(1)
              3,000,000(2)
            
            
            84.9
            %
            $
              $
            1.80
              1.25
            
            $
              $
            1.80
              0.68
            
            
            8/10/16
              3/13/17





(1)
      These options vest in three equal annual installments on August 10th of 2007,
      2008 and 2009.





(2)These options vest 50% on the grant date of March 13, 2007, and the
      balance vest on March 13, 2008.





*Stock
      Options Held at Fiscal Year End* .
      The
      following table sets forth, for each of the Named Executive Officers, certain
      information regarding the number of shares of Common Stock underlying stock
      options held at June 30, 2007 and the value of options held at fiscal year
      end based upon the last reported sales price of the Common Stock on the
      over-the-counter electronic trading system on June 30, 2007 ($0.54 per
      share). No named Executive Officer exercised any stock options during fiscal
      2007.




**OPTION
                  AWARDS**
              
              **STOCK
                  AWARDS**Name
              
              **Number
                  of securities underlying unexercised options (#)
                  exercisable**
              
              **Number
                  of securities underlying unexercised options (#)
                  unexercisable**
              
              **Equity
                  inventive plan awards: Number of securities underlying unexercised
                  unearned options (#)**
              
              **Option
                  exercise price**
              
              **Option
                  expiration date**
              
              **Number
                  of shares or units of stock that have not vested
                  (#)**
              
              **Market
                  value of shares of units of stock that have not vested
                  ($)**
              
              **Equity
                  incentive plan awards: Number of unearned shares, units or other
                  rights
                  that have not vested (#)**
              
              **Equity
                  incentive plan awards: Market or payout value of unearned shares,
                  units or
                  others rights that have not vested ($)**Roger
                  Paglia (1)
              
              
              100,000
              
              
              200,000
              
              
              
              
              $
              1.80-$1.98
              
              
              1/26/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -Johnny
                  Caswell (1)
              
              
              100,000
              
              
              200,000
              
              
              
              
              $
              1.80-$1.98
              
              
              1/26/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -Jan
                  Parent (1)
              
              
              100,000
              
              
              200,000
              
              
              
              
              $
              1.80-$1.98
              
              
              1/26/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -Howard
                  Livingston (1)
              
              
              100,000
              
              
              200,000
              
              
              
              
              $
              1.80-$1.98
              
              
              1/26/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -Paul
                  Schmidman
              
              
              0
              
              
              375,000
              
              
              
              
              $
              1.80
              
              
              8/10/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -Paul
                  Schmidman
              
              
              1,500,000
              
              
              1,500,000
              
              
              
              
              $
              1.25
              
              
              3/13/17
              
              
              -
              
              
              -
              
              
              -
              
              
              -


(1)
              These
                  officers received grants of 120,00 qualified options at an exercise
                  price
                  of $1.98, and 180,000 non-qualified options at an exercise price
                  of
                  $1.80.




6




**Employment
      Agreements**




*Messrs.
      Caswell, Livingston, Paglia and Parent* .
      Each of
      Messrs. Caswell, Livingston, Paglia and Parent is employed by us pursuant to
      an
      employment agreement that presently expires on June 30, 2010, unless extended.
      In this regard, the term of each employment agreement will be extended by one
      year on each anniversary of the agreement unless either party otherwise notifies
      the other. Under the agreements, the executive officers are entitled to the
      following:




·
            An
                annual base salary of $514,250 for each of Messrs. Caswell and Parent
                and
                $363,000 for each of Messrs. Paglia and Livingston in fiscal 2007,
                to be
                increased annually each fiscal, as determined by our board of directors,
                but never by less than 10% a year;




·
            An
                annual bonus of not less than 25% of base
                salary;




·
            Medical,
                dental and vision insurance, reimbursement of personal legal and
                accounting services up to $5,000 per year, club membership fees and
                dues,
                and term life insurance;




·
            Retirement
                benefits payable to the executive for the duration of his life, if
                he
                retires after the later to occur of age 55 or June 30, 2009, of:
                (i) a
                monthly payment of 1/24thof
                the executive officer’s highest year’s annual salary and bonus during his
                employment, which payment may be deferred for up to one year if our****weighted average available cash for a month is less than $10,000,000;
                and
                (ii) continuation of medical, dental, vision, term life and other
                insurance benefits;




·
            If
                the executive’s employment terminates at the end of the specified term,
                the executive is not entitled to any severance, but if the executive
                is 55
                or older, the executive will be entitled to receive the retirement
                benefits described above;




·
            If
                the executive’s employment terminates by reason of disability, the
                executive is entitled to continuation of salary, bonus and benefits
                until
                the earlier of the end of the specified term or executive’s death, reduced
                by any disability payments received under disability insurance maintained
                by us;




·
            If
                the executive’s employment is terminated by executive other than for good
                reason or by us for cause, executive shall not be entitled to any
                severance benefits (although if executive terminates after June 30,
                2009,
                such termination will be treated as retirement for purposes of retirement
                benefits);




**·**
            If
                the executive’s relationship with us is terminated by us without “cause,”
                or executive’s relationship with us is terminated by executive for “good
                reason,” executive shall be entitled to receive until the earlier to end
                of the specified term or executive’s death, continuation of salary, bonus
                and benefits, and shall be entitled to the retirement benefits specified
                above, commencing at the later of the end of the specified term or
                the
                date executive becomes 55; and




**·**
            If
                executive’s employment terminates as a result of a “change of control,”
                executive shall be entitled to (i) a lump sum payment equal to the
                salary
                and minimum bonus that would have been payable through the end of
                the
                specified term; (ii) a continuation of medical, dental, vision, disability
                and life insurance benefits; and (iii) commencing on the later to
                occur of
                the executive’s reaching the age of 55 or the end of the specified term,
                retirement benefits described
                above.




7




*Paul
      Schmidman* .
      Mr.
      Schmidman has an Employment Agreement that provides that he will receive a
      base
      salary at the annualized rate of $300,000 per year through June 30, 2007, which
      will increase by not less than 10% each year. The Employment Agreement provides
      that Mr. Schmidman will receive a $25,000 signing bonus on October 1, 2006
      and
      will be eligible for a performance bonus of up to 60% of base salary each year.
      We may terminate Mr. Schmidman’s employment at any time with or without cause.
      If the Company terminates Mr. Schmidman’s employment without cause, Mr.
      Schmidman will be entitled to receive salary, bonus and other benefits until
      the
      earlier to occur of his death or three years from the date of termination of
      employment. If there is a change of control and Mr. Schmidman does not elect
      to
      continue his employment, he will be entitled to a lump sum payment equal to:
      (a)
      the greater of (i) his annual base salary at the rate in effect as of the date
      of change of control; or (ii) the amount of salary and minimum annual bonuses
      that he would have received from the date of the change of control to June
      30,
      2009; plus (b) three times his prior year’s bonus (assuming maximum bonus if
      termination is in the first year of employment). He will also receive the health
      and insurance benefits that were available to him under the Employment Agreement
      until one year following the change of control or June 30, 2009, whichever
      is
      later. Unless terminated sooner, Mr. Schmidman’s employment will terminate on
      June 30, 2009.




**Stock
      Option Plans**




We
      have
      shareholder approved stock option plans, the 2005 Incentive Stock Option Plan,
      which we refer to as the “ISO Plan,” and the 2005 Non-Qualified Option Plan,
      which we refer to as the “Non-Qualified Plan.” These plans were adopted by our
      Board of Directors in November 2005 and approved by our shareholders in January
      2006.




Our
      Board
      of Directors administers each Plan, but may delegate the administration to
      a
      Board committee (the administrator of the Plans is referred to as the
“Administrator”). The Administrator is responsible for selecting the employees
      who will receive options and for determining the terms and conditions of each
      option award, including the number of shares subject to the option, the exercise
      price, expiration date (subject to certain limitations), and any vesting period
      of the option. The Administrator has the power, authority and discretion to
      make
      all determinations deemed necessary or advisable for the administration of
      the
      Plan or of any option under the plans.




8




Our
      Board
      of Directors may at any time amend, discontinue or terminate either Plan. With
      specified exceptions, no amendment, suspension or termination of the plan may
      adversely affect outstanding options. No amendment or suspension of a Plan
      requires stockholder approval unless, such approval is required under applicable
      law or under the rules of any stock exchange or Nasdaq market on which our
      stock
      is then traded. Unless terminated earlier by the Board of Directors, each Plan
      will terminate automatically on September 30, 2015.




*2005
      Incentive Stock Option Plan*




We
      may
      issue up to 4,000,000 shares of Common Stock under the ISO Plan upon exercise
      of
      incentive stock options granted to employees. “Incentive stock options” are
      options intended to meet the requirements for incentive stock options under
      Section 422 of the Internal Revenue Code of 1986, as amended. Under the ISO
      Plan, no employee may be granted options during any twelve-month period that
      cover more than 500,000 shares of our Common Stock.




The
      exercise price of any option granted under the ISO Plan may not be less than
      100% of the fair market value of the Common Stock on the date of the grant
      of
      the option, or 110% of the fair market value in the case of an optionee who
      owns
      more than 10% of our Common Stock. No option granted under the ISO Plan may
      have
      a term exceeding ten years (five years in the case of an optionee who owns
      more
      than 10% of our Common Stock). Options granted under the ISO Plan are not
      assignable or transferable except by will or the laws of descent and
      distribution. Except as otherwise provided in the option agreement, an option
      ceases to be exercisable upon the termination of the option holder’s employment
      with us.




*2005
      Non-Qualified Stock Option Plan*




We
      may
      issue up to 4,000,000 shares of Common Stock under the Non-Qualified Plan upon
      exercise of options granted to directors, employees and consultants. These
      options are not intended to be incentive stock options. Under the Non-Qualified
      Plan, no person may be granted options during any twelve-month period that
      cover
      more than 500,000 shares of our Common Stock.




The
      exercise price of any option granted under the Non-Qualified Plan may not be
      less than 85% of the fair market value of the Common Stock on the date of the
      grant of the option. No option granted under the Non-Qualified Plan may have
      a
      term exceeding ten years. Options granted under the Non-Qualified Plan are
      not
      assignable or transferable except by will or the laws of descent and
      distribution. Except as otherwise provided in the option agreement, an option
      ceases to be exercisable upon the termination of the option holder’s employment
      with us.





The
      Company also issued two option grants outside of the shareholder approved plans.
      One grant was for 400,000 options to an unrelated third party at an exercise
      price of $1.45 in September 2006, and were fully vested on the grant date.
      The
      second grant was to Paul Schmidman, the President and Chief Operating Officer
      of
      the Company, for 3,000,000 options at an exercise price of $1.25. These options
      vest 50% on the grant date of March 13, 2007, and the balance vest on March
      13,
      2008.




9




**Item
      11—Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**




The
      following table sets forth certain information regarding the beneficial
      ownership of our Common Stock as of October 25, 2007, by (i) each person
      who is known by us to own beneficially more than 5% of our outstanding Common
      Stock, (ii) each of our directors and Named Executive Officers listed in
      the Summary Compensation Table in Item 10), and (iii) all of our executive
      officers and directors as a group. Subject to applicable community property
      laws, to our knowledge, each person identified in the table has sole voting
      and
      investment power with respect to the shares shown. The percentage ownership
      shown in the table is based upon 73,015,520 shares of our Common Stock
      outstanding on October 16, 2006.





**Name
                & Address of Beneficial Owner**(1)
            
            **Number
                of Shares**
              **Beneficially
                Owned**
            
            **Percentage
                of Shares**
              **Beneficially
                Owned**Johnny
                Caswell
            
            
            11,100,000
            
            
            15.2
            %Jan
                Parent
            
            
            11,100,000
            
            
            15.2
            %Roger
                Paglia
            
            
            7,400,000
            
            
            10.1
            %Howard
                Livingston
            
            
            7,400,000
            
            
            10.1
            %Paul
                Schmidman
            
            
            3,000,000
            
            
            4.1
            %All
                executive officers and directors as a group (five persons)
            
            
            40,000,000
            
            
            54.7
            %





(1)
            The
                address of each of the persons shown is c/o CenterStaging Corp.,
                3407
                Winona Avenue, Burbank, California
                91504.





**Item
      12—Certain Relationships and Related Transactions**




We
      lease
      one of the buildings at our Burbank facility from Jan and Johnny, Inc. (“JJ”),
      an entity owned by Johnny Caswell and Parent formed for the sole purpose of
      acquiring and leasing the building. The lease provides for monthly payments
      of
      $34,729 in the year ending June 30, 2007 with a 5% escalation clause, and
      expires in 2008, and contains a renewal option for an additional five years.
      Rent expense related to this facility was approximately $420,000 for fiscal
      year
      2007.




We
      manage
      the building leased from JJ, pursuant to a facilities management agreement
      that
      will terminate in 2008 concurrently with the termination of the building lease.
      Management fees were approximately $72,000 in the year ended June 30, 2007
      under the facilities management agreement.




For
      financial reporting purposed, JJ is considered as a variable interest entity
      (VIE) of which we are the primary beneficiary. Accordingly, we consolidated
      the
      financial results of JJ in accordance with FIN 46R. See Note 1 of Notes to
      Consolidated Financial Statements, which have been included in our Form 10-KSB
      filed on October 18, 2007 with the Securities and Exchange
      Commission.




In
      February 2005, prior to CMPI becoming a public company, CMPI guaranteed a loan
      to JJ in the amount of $3.15 million from an unaffiliated lender, which loan
      is
      secured by building leased by JJ to CMPI. The loan requires monthly payments
      of
      principal and interest based on a 25-year amortization schedule, with the entire
      outstanding principal balance due and payable in February 2010. Of the proceeds
      of this loan, JJ used $1.6 million to pay off the existing loan on this facility
      (which loan also had been guaranteed by CMPI) and loaned $700,000 to CMPI.
      The
      $700,000 loan is evidenced by a note bearing interest at the rate of 9% per
      annum and maturing in February 2015. The principal amount of and accrued
      interest on the note is due and payable in a lump sum on maturity of the
      note.




10




In
      November 1998, each of Johnny Caswell and Jan Parent loaned $25,000 to us.
      These
      loans bear interest at the rate of 9.6% per annum and are due and payable in
      May
      2007.




In
      August
      2000, each of Johnny Caswell and Jan Parent loaned $100,000 to us. These loans
      bear interest at the rate of 10.0% per annum and are due and payable in May
      2007. As of June 30, 2006, the aggregate outstanding balance of these loans
      was
      $102,000.




In
      September 1997, JJ loaned CMPI $670,500 evidenced by an unsecured promissory
      note bearing interest at the rate of 6% per annum. Both the principal and
      interest on this note is due and payable at its maturity which is September
      2012.




In
      July
      2005, Jan Parent loaned CMPI $75,000. The loan is evidenced by a note bearing
      interest at the rate of 9% per annum due and maturing in July 2010. The
      principal amount of and accrued interest on the note is due and payable in
      a
      lump sum on maturity of the note.




In
      May
      and June 2006, Johnny Caswell, Howard Livingston, Roger Paglia and Jan Parent
      made short term advances to us totaling $160,000. These advances bear interest
      at a fixed annual rate of 8% and are due and payable upon demand.




As
      of
      July 1, 2006, we entered into separate revolving line of credit agreements
      with
      each of Johnny Caswell, Howard Livingston, Roger Paglia and Jan Parent. These
      agreements were amended on December 22, 2006. Under the terms of the credit
      agreements, each of these individuals may, in his sole and absolute discretion,
      advance funds to us on a revolving basis to meet our short-term working capital
      needs as we may request from time to time. The total principal amount of all
      advances outstanding at any time under each credit agreement may not exceed
      $500,000. The advances bear interest at a fixed rate equal to the prime rate
      in
      effect at the time of the advance, plus 4% and are due and payable on demand.
      As
      of September 30, 2007, a total of $622,500 principal amount of advances were
      outstanding under these credit agreements.





In
      the
      year ended June 30, 2007, the Company borrowed amounts aggregating $1,620,000,
      and repaid $1,247,500, of which $225,000 was repaid to a former employee, and
      the balance repaid to Johnny Caswell, Howard Livingston, Roger Paglia and Jan
      Parent, directors and executive officers of the Company.





**Item
      13—Exhibits, Financial Statement Schedules**




(a)
            Documents
                Filed as Part of Report:




1.
            Exhibits:




See
      attached Exhibit List




11




**Item
      14—Principal Accounting Fees and Services**




Stonefield
      Josephson, Inc. (“SJI”) audited our financial statements for fiscal years 2007
      and 2006. Aggregate fees billed to us by SJI for professional services rendered
      with respect to such fiscal years were as follows:





**2007**
            
            **2006**Audit
                Fees
            
            $
            183,087
            
            
            109,168Audit-Related
                Fees
            
            
            61,573
            
            
            5,200Tax
                Fees
            
            
            2,340
            
            
            —All
                Other Fees
            
            
            —
            
            
            —





In
      the
      above table, in accordance with the Securities and Exchange Commission’s
      definitions and rules, “audit fees” are fees we paid SJI for professional
      services for the audit of our consolidated financial statements included in
      our
      Form 10-KSB and the review of financial statements included in Form 10-Qs,
      and
      for services that are normally provided by the accountants in connection with
      statutory and regulatory filings or engagements; “audit-related fees” are fees
      for assurance and related services that are reasonably related to the
      performance of the audit or review of our financial statements; and “tax fees”
are fees for tax compliance, tax advice and tax planning .




We
      have
      no Audit Committee, as all of our directors are executive officers of our
      company. The Board of Directors pre-approved all services rendered by SJI during
      fiscal 2007.




12




**SIGNATURES**




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




CENTERSTAGING
                CORP.By:
            /s/ ROGER
                PAGLIARoger
                Paglia
              Chief
                Executive OfficerDate:
                October 29, 2007




13




**EXHIBIT
      INDEX**





Exhibit
              Number
            
            Exhibit
                Description31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.31.2
            
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.32.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.32.2
            
            Certification
                of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.