UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 19, 2007 CenterStaging Corp. (Exact name of Registrant as specified in its Charter)

~~SECURITIES AND~~Delaware ~~EXCHANGE~~(State ~~COMMISSION~~or other Jurisdiction of Incorporation)

Washington, D.C. 20549

333-87968					45-0476087
(Commission File Number)					(I.R.S. Employer Identification Number)

3407 Winona Avenue
Burbank, California					91504
(Address of Principal Executive Offices)					(Zip Code)

FORM 8-K

		818-559-4333
		(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Current~~Item ~~Report~~1.01 Entry into a Material Definitive Agreement

~~Pursuant~~On March 19, 2007, CenterStaging Corp. (the “Company”) entered into an agreement (the (“Agreement”) with Montage Partners III, LLC (“Montage”) to ~~Section 13~~amend orthe 15terms of certain securities issued to Montage pursuant to a Securities Purchase Agreement dated December 12, 2005. Pursuant to the Agreement, the following documents dated December 12, 2005 were amended and restated: (d1) Secured Debenture in the principal amount of $500,000 (the ~~Securities~~“Debenture”); ~~Exchange~~(2) ~~Act~~Warrant to purchase up to 380,000 shares of ~~1934~~the Company’s common stock (the “Warrant”); and (3) Registration Rights Agreement. A copy of the Agreement and the amended and restated Debenture, Warrant and Registration Rights Agreement are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and the following summary is qualified in its entirety by reference to such agreements, which are incorporated herein.

~~Date~~Pursuant ~~of Report~~to ~~(Date~~the ~~of Earliest Event Reported)~~Agreements: ~~February 6, 2007~~

~~CENTERSTAGING CORP~~· The Debenture was amended to increase the interest rate from 6% to 8% per annum effective as of July 1, 2006 and to reduce the conversion price from $1.50 to $1.00 per share

~~(Exact Name~~· Montage agreed to forbear from issuing a notice of ~~Registrant~~default asand ~~Specified~~seeking default remedies pursuant to Debenture until July 31, 2007, provided that the Company is in ~~its~~compliance ~~Charter)~~with the Transaction Agreements

Delaware (State or Other Jurisdiction of Incorporation)		021-80703 (Commission File Number)	45-0476087 (I.R.S. Employer Identification No.)
	3407 Winona Avenue Burbank, CA 91504 (Address of Principal Executive Offices) (818) 559-4333 (Registrant’s Telephone Number)
	N/A

·	The Company issued to Montage 75,000 shares of the Company’s common stock

~~(Former Name~~· orThe ~~Former~~Company ~~Address~~paid Montage a fee of $20,000 ifand ~~Changed~~agreed ~~Since~~to ~~Last~~pay ~~Report)~~an additional $30,000 no later than April 9, 2007

~~Check the appropriate~~· ~~box~~Montage ~~below~~agreed ifto ~~the~~eliminate ~~Form~~its ~~8-K~~demand ~~filing~~registration isrights ~~intended~~and towaived ~~simultaneously satisfy~~all ~~the~~penalties ~~filing~~that ~~obligation~~had ofaccrued ~~the registrant~~ under ~~any of~~ the ~~following provisions~~original ~~(see~~Registration ~~General~~Rights ~~Instruction~~Agreement ~~A.2.~~(approximately ~~below~~$110,000):

~~¨ Written communications~~· ~~pursuant~~The toWarrant ~~Rule~~was ~~425~~amended ~~under~~to reduce the ~~Securities~~exercise ~~Act~~price ~~(17~~from ~~CFR~~$1.60 ~~230~~to $1.~~425).~~ 10 per share and to extend the expiration date to December 12, 2010

~~¨ Soliciting material~~· ~~pursuant~~The Company granted piggyback registration rights to ~~Rule~~Montage ~~14a-12~~for ~~under~~the Company’s common stock to be issued upon conversion of the ~~Exchange~~amended ~~Act~~and ~~(17~~restated ~~CFR~~Debenture ~~240.14a-12).~~ and upon exercise of the amended and restated Warrants and the 75,000 shares of the Company’s common stock issued to Montage Pursuant to the Agreement

¨Item 3.02 ~~Pre-commencement~~Unregistered ~~communications~~Sales ~~pursuant~~of toEquity ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).~~ Securities

~~¨ Pre~~As described in more detail in Item 1.01 of this Report on Form 8-~~commencement~~K, on March ~~communications~~19, 2007, (i) the Company modified the terms of the Debenture pursuant to ~~Rule~~the Amended ~~13e-4~~and Restated Secured Debenture, and (cii) ~~under~~the Company issued 75,000 shares of the ~~Exchange~~Company’s ~~Act~~common ~~(17 CFR~~stock pursuant to ~~240~~the agreement dated March 19, 2007.~~13e-~~ The issuance of the shares of common stock described in the preceding sentence is exempt from registration under the Securities Act of 1933 by reason of the exemption provided by Section 4(c2)) of the Securities Act of 1933 for a transaction not involving a public offering.

~~Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.~~1

~~Paul~~Item ~~Schmidman, 51, the Company’s Chief Operating Officer, was promoted to President on February 6, 2007~~9. ~~Mr. Schmidman also retains his current title as the~~01 Financial ~~Company’s~~Statements ~~Chief~~and ~~Operating Officer.~~ Exhibits

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 the Company in July 2006, 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.

Exhibit No.		Description

10.1		Agreement dated as of March 19, 2007, between CenterStaging Corp. and Montage Partners III, LLC.

10.2		Amended and Restated Secured Debenture dated March 19, 2007, in the original principal amount of $500,000, issued by CenterStaging Corp. in favor of Montage Partners III, LLC.

10.3		Amended and Restated Warrants dated March 19, 2007, issued by CenterStaging Corp. to Montage Partners III, LLC, to purchase 380,000 shares of common stock.

10.4		Amended and Restated Registration Rights Agreement dated as of March 19, 2007 between CenterStaging Corp. and Montage Partners III, LLC.

There are no family relationships between Mr. Schmidman and any of the existing directors or executive officers of the Company, nor has there been any transactions or currently proposed transaction with the Company since the beginning of the Registrant’s last fiscal year in which Mr. Schmidman has a direct or indirect material interest.

Item 7.01 Regulation FD Disclosure

Mr. Schmidman’s appointment was publicly announced by a press release issued on February 6, 2007, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are included as part of this report, and incorporated herein by reference in their entirety.

99.1 Press release issued February 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTERSTAGING CORP.
Date: February 6, 2007	By:	/s/ Roger Paglia
Date: March 22, 2007	By:	/s/ Howard Livingston
		Roger Paglia
		Howard Livingston, Chief Financial Officer
		Chief Executive Officer

Exhibit Index

Exhibit No.		Description

10.1		Agreement dated as of March 19, 2007, between CenterStaging Corp. and Montage Partners III, LLC.

10.2		Amended and Restated Secured Debenture dated March 19, 2007, in the original principal amount of $500,000, issued by CenterStaging Corp. in favor of Montage Partners III, LLC.

10.3		Amended and Restated Warrants dated March 19, 2007, issued by CenterStaging Corp. to Montage Partners III, LLC, to purchase 380,000 shares of common stock.

10.4		Amended and Restated Registration Rights Agreement dated as of March 19, 2007 between CenterStaging Corp. and Montage Partners III, LLC.

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