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): ~~December~~March 722, ~~2010~~2011

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 1.01. Entry into a Material Definitive Agreement

On ~~December~~March 722, ~~2010~~2011, ~~under~~Shenyang ~~substantially~~Yanzikou ~~the~~Sports ~~same~~& ~~terms~~Entertainment asCo., ~~the~~Ltd., ~~financing~~a wholly-owned subsidiary of China Golf Group, Inc. (the “Company”) ~~that~~in ~~was~~China ~~completed on September 9, 2010~~ (~~the~~ “~~First~~Shenyang ~~Round PIPE~~Yanzikou”), aentered ~~non-U.S.~~into ~~investor (the “Investor”) purchased~~ a ~~total~~series of ~~2,000,000~~agreements ~~shares~~to ofterminate the ~~Company's~~contractual ~~common~~agreements ~~stock, par~~dated ~~value~~September ~~$.001 per share~~25, at ~~the~~2009 ~~price~~that ofit ~~$1.25~~had ~~per~~with ~~share~~Beijing ~~(the~~Shungao ~~“Second~~Golf ~~Round~~Course ~~PIPE”). The~~Management ~~Investor paid the $2~~Co.,~~500,000~~ ~~purchase price with a promissory note, a form of which is filed herewith as Exhibit 10~~Ltd.1 (~~the~~ “~~Promissory Note~~Shungao”). ~~The Promissory Note is unsecured~~ and ~~bears~~the noshareholders ~~interest. It is payable in two installments, with 20%~~ of Shungao (the ~~principal~~“Former ~~due~~Shungao onShareholders”) ~~December 10, 2010 and~~ (the ~~remaining~~“Shungao ~~balance~~Contractual ~~on January 31, 2011~~Agreements”). ~~Any~~By ~~failure~~virtue of the ~~Investor~~Shungao toContractual ~~pay~~Agreements, ~~any~~Shungao ~~amounts~~became ~~due thereunder will result in~~ a ~~default~~variable ~~and acceleration of the amounts due along with penalty~~ interest ~~payable~~entity atcontrolled ~~the~~by ~~lesser~~Shenyang ~~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~~Yanzikou.

~~The~~For more details of the ~~First~~Shungao ~~Round~~Contractual ~~PIPE and the subsequent amendment and waiver relating thereto~~Agreements, ~~can~~please berefer ~~found~~to in the Company’s Current Report on Form 8-K filed with the ~~SEC~~Securities ~~on September 16, 2010~~ and ~~the~~Exchange ~~Company’s~~Commission ~~Quarterly~~on ~~Report~~July on9, ~~Form~~2010. ~~10-Q~~Copies ~~for~~of the ~~period~~Shungao ~~ended~~Contractual ~~September~~Agreements ~~30,~~are ~~2010,~~filed ~~respectively~~herewith.

~~Item~~Below ~~3.02 Unregistered~~is ~~Sales~~a list of ~~Equity~~the ~~Securities~~agreements that terminate the Shungao Contractual Agreements (the “Shungao Termination Agreements”):

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.

·	Agreement to terminate a certain Consulting Services Agreement dated September 25, 2009 between Shenyang Yanzikou and Shungao;

·	Agreement to terminate a certain Operating Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders;

·	Agreement to terminate a certain Option Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders;

·	Agreement to terminate a certain Equity Pledge Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders; and

·	Agreement to terminate a certain Voting Rights Proxy Agreement dated September 25, 2009 among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders.

As of result of the Shungao Termination Agreements, Shungao ceased to be a variable interest entity controlled by Shenyang Yanzikou. Copies of the Shungao Termination Agreements are filed herewith.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
10.1.		~~Form~~Consulting ofServices ~~the~~Agreement ~~Promissory Note,~~ dated ~~December~~September 725, ~~2010,~~2009 ~~issued~~between byShenyang ~~Yang~~Yanzikou Liand ~~to the Company.~~Shungao;
10.2.		Operating Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholder;
10.3		Option Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders;
10.4		Equity Pledge Agreement dated September 25, 2009, among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders;
10.5		Voting Rights Proxy Agreement dated September 25, 2009 among Shenyang Yanzikou, Shungao and the Former Shungao Shareholders;
10.6		Agreement to Terminate Consulting Services Agreement, dated March 22, 2011;
10.7		Agreement to Terminate Operating Agreement, dated March 22, 2011;
10.8		Agreement to Terminate Option Agreement, dated March 22, 2011;
10.9		Agreement to Terminate Equity Pledge Agreement, dated March 22, 2011; and
10.10		Agreement to Terminate Voting Rights Proxy Agreement, dated March 22, 2011.

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: December 9, 2010
	Date: March 24, 2011
	China Golf Group, Inc.
	By:	/s/ Ye Bi
		Ye Bi
		Chief Executive Officer

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