UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October~~ December 67, 2010

China Golf Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-53399	75-3264747
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

China Merchants Tower, Suite 1503

161 Lujiazui East Road, Shanghai PRC 20001

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 011-86-21 5876 5017

(Former name or former address if changed since the 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 (see General Instruction A.2. below):

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

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

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

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

Item 51.~~02 Departure~~01. ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~October~~December 67, 2010, under substantially the ~~size~~same ofterms as the ~~Board~~financing of ~~Directors of~~ China Golf Group, Inc. (the “Company”) that was ~~increased~~completed ~~from~~on ~~three~~September to9, ~~four~~2010 (the “First Round PIPE”), a non-U.S. Toinvestor ~~fill~~(the “Investor”) purchased a total of 2,000,000 shares of the ~~vacancy~~Company's ~~thus~~common ~~created~~stock, par Msvalue $.001 ~~Zhuangyan~~per ~~Zou~~share, at ~~currently~~the ~~Chief~~price ~~Financial~~of ~~Officer~~$1.25 ofper share (the ~~Company~~“Second Round PIPE”). The Investor paid the $2,500,000 ~~was~~purchase ~~appointed~~price aswith a ~~director~~promissory note, a form of ~~the~~which ~~Company~~is filed herewith as Exhibit 10.1 Ms(the “Promissory Note”). ~~Zou~~The ~~receives~~Promissory Note is unsecured and bears no ~~compensation~~interest. ~~for~~It ~~her~~is ~~directorship~~payable in two installments, with 20% of the principal due on December 10, 2010 and the remaining balance on January 31, 2011. Any failure of the Investor to pay any amounts due thereunder will result in a default and acceleration of the amounts due along with penalty interest payable at the lesser of (i) the compounded rate of one-and-a-half percent per month, or (ii) the highest rate permitted under applicable law, until such default is cured.

~~Ms.~~The ~~Zou,~~details ~~age~~of ~~36,~~the ~~has~~First ~~been~~Round ~~working~~PIPE asand the ~~Company's~~subsequent ~~Chief~~amendment ~~Financial Officer since July 6, 2010~~ and aswaiver arelating ~~director of Goodintend Holdings Limited~~thereto, acan ~~wholly~~be ~~owned~~found ~~subsidiary~~in of the Company’s ~~since~~Current ~~February~~Report ~~2010.~~on ~~Prior~~Form to8-K ~~that,~~filed ~~Ms.~~with ~~Zou was involved in~~ the ~~strategic~~SEC ~~planning~~on ~~and~~September ~~investments for a Canadian company~~16, ~~Smart~~2010 ~~Technologies~~and ~~Inc.~~the ~~during~~Company’s ~~2005~~Quarterly ~~through~~Report ~~2009.~~on ~~During~~Form ~~1999~~10-Q ~~through to 2001, she worked as a District Manager~~ for ~~American Power Conversion Corporation, a company engages in~~ the ~~business~~period ofended ~~Information~~September ~~Technology~~30, ~~industry. Ms. Zou achieved her MBA in Finance at University of Calgary in 2005~~2010, ~~and she graduated from Wuhan University of Science and Technologies with a Bachelor’s degree in Marine Engineering in 1994~~respectively.

Item 3.02 Unregistered Sales of Equity Securities

Reference is made to Item 1.01 for information relating to the issuance of the Company’s securities in the Second PIPE. The securities to be issued in this transaction are being issued as private placement exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Act”), provided by Section 4(2) of the Act, Regulation D and/or Regulation S promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
10.1.		Form of the Promissory Note, dated December 7, 2010, issued by Yang Li to the Company.

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.

	Date: October 8, 2010
	Date: December 9, 2010
	China Golf Group, Inc.
	By:	/s/ Ye Bi
		Ye Bi
		Chief Executive Officer

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