U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011
	For the quarterly period ended March 31, 2012
	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
	For the transition period from _______________ to _______________
	Commission File Number 333-165719

Delta Entertainment Group, Inc.

(Exact name of small business issuer as specified in its charter)

Florida	27-1059780
(State or other jurisdiction of	(I.R.S. Employer
incorporation of organization)	Identification No.)

~~2950~~7546 ~~West~~La ~~Cypress~~Paz ~~Creek~~Blvd. ~~Road~~# ~~Suite~~101 ~~201~~Boca ~~Ft. Lauderdale~~Raton, FL ~~33309~~33433

(Address of principal executive offices)

(954) 449-2690

(Issuer'’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated Filer

Non-accelerated filer (Do not check if a smaller reporting company)	Smaller Reporting Company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date: At ~~November~~May 21, ~~2011~~2012 the issuer had outstanding 3036,~~785~~306,~~686~~536 shares of Common Stock, par value $.001 per share.

PART I - FINANCIAL INFORMATION

Item 1.- Financial Statements

DELTA ENTERTAINMENT GROUP, INC. ~~AND SUBSIDIARIES~~

UNAUDITED ~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31			December 31,
	2011			2010
	2012			2011
Assets
Current Assets:
Cash	$	517,~~117~~646		$	~~7,993~~34
Accounts receivable		—1,650			41,~~385~~650
Prepaid expenses		~~2,589~~700			~~4,000~~894
Inventory		17,~~413~~359			—9,912
Advance royalty payments		308,~~000~~750			—20,000
		39,119			16,378
		36,105			32,490
Computer equipment, net		1,~~821~~560			1,~~125~~707
Customer list, net		66,521			—
Total Assets	$	37,665		$	34,197
Other Assets		3,200			—
Liabilities and Stockholders’ Equity (Deficit)
Total Assets	$	110,661		$	17,503
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	1821,~~889~~464		$	~~167~~19,107
Accounts payable-related party		4,667			—
Accounts payable - related party		45,395			35,634
Accrued wages- related party		6,151			614
Accrued liabilities		23,258			13,643
Accrued liabilities		12,936			—
Notes payable		28,500			28,500
Accrued liabilities -related parties		26,182			150
Convertible notes payable, net of unamortized
Loan payable		15,000			—
discount of $72,639 and $45,833, respectively		55,861			32,667
Note payable		17,500			—
Convertible notes payable-related party		85,900			95,900
Convertible note payable		28,500			—
Total Current Liabilities		260,378			225,451
Convertible notes payable-related party		95,900			—
Total Liabilities		260,378			225,451
Total Current Liabilities		225,725			931
Stockholders’ Equity (Deficit)
Total Liabilities		225,725			931
Common stock, $0.001 par value, 100,000,000 shares authorized, 32,268,202 and 30,904,384 shares issued and outstanding, respectively		32,272			30,905
Stockholders' Equity (Deficit)
Additional Paid in Capital		509,521			252,792
30,785,686 shares and 29,837,815 shares issued as of September 30, 2011 and December 31, 2010		30,786			29,838
Accumulated Deficit		(764,506	)		(474,951	)
Additional Paid in Capital		182,078			117,076
Total Stockholders’ Equity (Deficit)		(222,713	)		(191,254	)
Accumulated Deficit		(327,928	)		(130,342	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	37,665		$	34,197
Total Stockholders' Equity (Deficit)		(115,064	)		16,572
Total Liabilities and Stockholders' Equity (Deficit)	$	110,661		$	17,503

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

- 2 -

DELTA ENTERTAINMENT GROUP, INC. ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	For the Three Months
	September 30,			September 30,			September 30,			September 30,
	Ended March 31,
	2011			2010			2011			2010
	2012			2011
Revenue	$	2531,~~581~~380		$	~~519~~1,550		$	~~36,971~~		$	~~1,455~~
Cost of sales		1916,~~397~~560			81,~~433~~079			~~22,990~~			~~14,331~~
Gross profit		614,~~184~~820			~~(7,914~~471	)		~~13,981~~			~~(12,876~~	)
General administrative expenses		~~132~~277,~~682~~075			1829,~~380~~417			~~208,295~~			~~97,132~~
Operating loss		(~~126~~262,~~498~~255	)		(2628,~~294~~946	)		~~(194,314~~	)		~~(110,008~~	)
Other income (expense)
Other Expense
Interest expense		(227,~~497~~300	)		—(33	)		~~(3,272~~	)		—
Gain on deconsolidation of subsidiary		—			122,290			—			122,290
Net Loss		(289,555	)		(28,979	)
Other income (expense)		(2,497	)		122,290			(3,272	)		122,290
Basic and Diluted Loss per Common Share	$	(0.01	)	$	(0.00	)
Net Income (Loss)		(128,995	)		95,996			(197,586	)		12,282
Basic and Diluted Weighted Average Common Shares Outstanding		31,476,369			30,044,315
Net loss attributable to non controlling interest		—			523			—			1,941
Delta Net Income (Loss)	$	(128,995	)	$	96,519		$	(197,586	)	$	14,223
Basic and Diluted Loss per Common Share	$	(0.00	)	$	0.00		$	(0.01	)	$	0.00
Basic and Diluted Weighted Average Common Shares Outstanding		30,522,922			29,748,304			30,259,009			23,330,606

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

- 3 -

DELTA ENTERTAINMENT GROUP, INC. ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	September 30,			September 30,
	For the Three Months
	2011			2010
	Ended March 31,
	2012			2011
Operating Activities:
Net income (loss)	$	(197,586	)	$	14,223
Net loss	$	(289,555	)	$	(28,979	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Shares issued for services		11121,~~000~~382			~~500~~—
Shares issued for services-related parties and accrued liabilities-related party		9,450			21,945
Shares issued for services- related parties		43,066			150
Shares of former subsidiary issued for cash, services, and repayment of accrued liabilities-related party		—			16,691
Warrant expense		13,648			—
Depreciation		336			—
Amortization of debt discount		23,194			—
Gain on deconsolidation of subsidiary		—			(122,290	)
Depreciation		147			99
Amortization of prepaid expenses		—			3,078
Changes in Assets and Liabilities:
Accounts receivable		~~4,385~~—			~~834~~4,385
Prepaid expenses		~~1,411~~194			~~100~~4,000
Inventory		12,~~684~~553			—
Deposits		(3,200	)		—
Advance royalty		11,250			—
Advance royalties		(17,500	)		—
Accounts payable		2,357			5,312
Account payable		18,722			—
Accounts payable-related party		9,761			3,334
Accounts payable-related party		4,667			—
Accrued liabilities		9,615			—
Accrued wages-related party		5,537			(819	)
Net Cash Provided (Used) by Operating Activities		(52,388	)		(11,699	)
Accrued liabilities		12,936			—
Investing Activities		—			—
Accrued liabilities-related party		26,032			—
Net Cash Used by Operating Activities		(122,126	)		(65,738	)
Investing Activities
Purchase of computer equipment		(1,032	)		—
Purchase of customer list		(44,018	)		—
Cash of former subsidiary relinquished in deconsolidation		—			(107	)
Net Cash Used by Investing Activities		(45,050	)		(107	)
Financing Activities:
Proceeds from note payable		15,000			50,000
Proceeds from convertible notes payable		50,000			8,000
Proceeds from advances from related parties		121,800			41,225
Repayment of convertible notes payable-related party		(10,000	)		—
Proceeds from issuance of common stock		30,000			—
Proceeds from sale of common stock		30,000			—
Repayment of notes payable		(2,500	)		—
Net Cash Provided by Financing Activities		70,000			8,000
Net Cash Provided by Financing Activities		164,300			91,225
Net Increase in Cash		17,612			(3,699	)
Net Increase in Cash		(2,876	)		25,380
Cash at Beginning of Period		34			7,993
Cash at Beginning of Period		7,993			2,373
Cash at End of Period	$	17,646		$	4,294
Cash at End of Period	$	5,117		$	27,753
Supplemental Disclosures:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—
Non Cash Investing and Financing Activities
Beneficial conversion feature	$	50,000		$	—
Common stock issued for repayment of note payable	$	—		$	3,000

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

- 4 -

DELTA ENTERTAINMENT GROUP, INC. ~~AND SUBSIDIARIES~~

NOTES TO UNDAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Interim Unaudited Consolidated Financial Statements

Delta Entertainment Group Inc. (“Delta”, the “Company”) was incorporated in the state of Florida on October 2, 2009. The principal business purpose of Delta is to operate as a holding company of its subsidiaries ~~Famous Records, Corp. (“Famous”),~~ Creative Music Group, Inc. (“Creative”), PearlBrite Concepts, Inc.(“PearlBrite”) and Captivating Cosmetics Corp(“Captivating”).

~~Famous~~Creative was ~~incorporated~~formed in ~~Florida~~the onstate ~~August 21, 2008 and was a subsidiary~~ of ~~the~~Florida ~~Company~~in ~~through~~October ~~September~~ 2010. atThe ~~which~~principal ~~time~~business ~~Famous~~purpose ~~was~~of ~~deconsolidated~~Creative ~~due~~is to the ~~issuance~~management, ofpromotion ~~Famous~~and ~~shares~~development ~~which~~of ~~diluted~~recording ~~the~~artists ~~Company’s ownership~~ and ~~control~~offer oflive ~~the~~music ~~subsidiary~~services.

~~Creative~~PearlBrite was formed in the state of Florida inon ~~October~~May ~~2010.~~31st 2011, The principal business purpose of ~~Creative~~Pearlbrite is ~~the~~to ~~management,~~supply ~~promotion~~ and ~~development~~market ofprofessional ~~recording~~teeth ~~artists.~~whitening products.

~~PearlBrite~~Captivating was formed in the state of Florida on ~~May~~June ~~31st~~1st 2011, The principal business purpose of ~~PearlBrite~~Captivating is to ~~supply~~produce and market ~~professional~~color ~~teeth~~cosmetics, ~~whitening~~such ~~products.~~as nail polish, lipstick and lip gloss) through mass market retailers.

~~Captivating~~Use ~~was formed in the state~~ of ~~Florida on June 1st 2011 The principal business purpose of Captivating is to produce and market color cosmetics, such as nail polish, lipstick and lip gloss) through mass market retailers.~~Estimates

~~Use~~The preparation of ~~Estimates~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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 materially from these estimates.

~~The~~Principles ~~preparation~~ of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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 materially from these estimates.Consolidation

~~Principles~~The consolidated financial statements include the accounts of ~~Consolidation~~Delta and its wholly owned subsidiaries Creative, PearlBrite and Captivating. All intercompany accounts and transactions have been eliminated in consolidation.

~~The~~Interim ~~consolidated~~Financial financial statements include the accounts of Delta and its wholly owned subsidiaries Creative, PearlBrite and Captivating. All intercompany accounts and transactions have been eliminated in consolidation.Statements

~~Interim~~The ~~Financial~~accompanying ~~Statements~~unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2012. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2011 Annual Report filed with the SEC on Form 10-K on April 16, 2012.

~~The~~Going accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2010 Annual Report filed with the SEC on Form 10-K on March 31, 2011.Concern

~~Development~~At ~~Stage~~March 31, 2012 the Company has a working capital deficit. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.

~~From~~Continuation ~~the date~~ of ~~inception,~~the ~~August~~Company ~~21,~~as ~~2008,~~a ~~through~~going ~~the~~concern ~~date~~is ofdependent ~~the~~upon ~~acquisition~~obtaining ofadditional ~~PearlBrite~~working ~~Professional~~capital ~~Teeth~~and ~~Whitening~~the ~~LLC~~management ~~(see~~of ~~Note 2),~~ the Company ~~was~~has indeveloped ~~the~~a ~~development~~strategy, ~~stage~~which asit ~~defined~~believes inwill ~~ASC~~accomplish ~~915,~~this ~~“Accounting~~objective ~~and~~through ~~Reporting~~short-term byloans ~~Development~~from ~~Stage~~related ~~Enterprises”. As~~parties aand ~~result~~additional ofequity ~~the~~investments, ~~acquisition~~which ofwill ~~PearlBrite,~~enable the Company ~~has begun~~ to ~~generate~~continue ~~revenue from~~ operations ~~and~~for ~~has emerged from~~ the ~~development~~coming ~~stage~~year.

- 5 -

DELTA ENTERTAINMENT GROUP, INC. ~~AND SUBSIDIARIES~~

NOTES TO UNDAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

Note 2 – Asset Purchase Agreement

On June 3, 2011 ~~PearlBrite~~Pearl Brite Concepts, Inc., our wholly owned subsidiary, entered into a Bill of Sale with Pearl White Professional Teeth Whitening LLC. (the “Seller”) which provided in part for ~~PearlBrite~~Pearl Brite Concepts to acquire substantially all of the assets of the Seller used in connection with the sale of its teeth whitening system which are marketed under the names “PearlBrite” and “Pearl White Professional Teeth Whitening”. In ~~accordance~~The ~~with~~asset ~~FASB~~purchase ~~ASC~~was ~~805~~determined ~~“Business~~to ~~Combinations”~~constitute ~~the~~a ~~company~~business ~~has~~under ~~recorded~~ASC ~~the~~805 ~~purchase~~and astherefore a business combination accounting has been followed.

The purchase price for the assets was $70,000 (the “Purchase Price”) of which $5044,~~000~~400 was paid at closing. The remaining portion of the Purchase Price will be paid pursuant to the terms and conditions of two $10,000 non interest bearing promissory notes and an 8% convertible note payable from a related party in the amount of $5,600. ~~PearlBrite~~ Pearl Brite Concepts ~~will~~had agreed to pay the Seller $10,000 within five calendar days following delivery by the Seller of Seller’s audited financial statements in accordance with Generally Accepted Accounting Principles and as required by the rules and regulations as promulgated by the Securities and Exchange Commission in connection with the acquisition of a business entity. The Company had also agreed to pay the balance of the purchase price ($10,000) ~~is due~~ pursuant to the terms and conditions of a second promissory note which ~~provides~~provided for four monthly payments of $2,500 commencing July 3, 2011 and continuing on the third day of each month thereafter. AsIn ofDecember ~~November 9,~~ 2011, the Company and the seller amended the repayment terms on the two promissory notes whereby the monthly payments due on the note are $1,500 per month until the note is paid in ~~default~~full. As of March 31, 2012 and December 31, 2011 the remaining balance on the ~~agreement~~two ~~due~~$10,000 tonon-interest ~~failure~~bearing promissory notes was $13,500. The $5,600 8% convertible note had not been converted or repaid as of March 31, 2012.The promissory notes are secured by all of the current and after-acquired assets, tangible or intangible, of Pearl Brite Concepts related to ~~meet~~the ~~its~~operations ~~monthly~~and ~~payment~~sales ~~obligations~~of either the Pearl Brite or Pearl White Professional Teeth Whitening systems.

The ~~promissory~~purchase ~~notes~~was ~~are~~allocated ~~secured~~to byinventory ~~all~~valued at $3,479, which represented the original cost basis, with the balance of the ~~current~~purchase ~~and~~price ~~after-acquired~~being ~~assets,~~allocated ~~tangible~~to orthe intangible, asset Customer List with an estimated life of ~~PearlBrite~~two ~~Concepts~~years. ~~related~~At toDecember 31, 2011, the ~~operations~~Company ~~and~~performed ~~sales~~an evaluation of ~~either~~the carrying value of the ~~PearlBrite~~Customer orlist ~~Pearl~~and ~~White~~recorded ~~Professional~~a ~~Teeth~~full ~~Whitening~~impairment ~~systems.~~in the amount of $66,521.

~~The~~Following ~~purchase~~is ~~price~~an ~~was~~unaudited ~~allocated~~proforma toincome ~~inventory~~statement ~~valued~~as atif ~~$3,479, which represented~~ the ~~original~~asset ~~cost~~purchase ~~basis,~~had ~~with~~been ~~the~~consummated ~~balance~~as of ~~$66,521~~January ~~was allocated to the intangible asset Customer List to be amortized over three years~~1, ~~pending a final valuation determination.~~2011

Following is an unaudited proforma income statement as if the asset purchase had been consummated as of January 1, 2010 and 2011:


	Historical
	For the three months ended March 31,
		2012			2011

Revenue	$	31,380		$	21,307
Net Income (Loss)	$	(289,555	)	$	(25,713	)

Basic and Diluted Loss per Common Share	$	(0.01	)	$	(0.00	)

Basic and Diluted Weighted Average Common Shares Outstanding		31,476,369			30,044,315

	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2011			2010			2011			2010
Revenue	$	67,214		$	45,715		$	78,604		$	193,128
Cost of sales		31,566			36,828			37,464			115,486
Gross profit		35,648			8,887			41,140			77,642
General administrative expenses		148,537			51,483			224,374			174,327
Operating loss		(112,889	)		(42,596	)		(183,234	)		(96,685	)
Other income (expense)
Gain on deconsolidation of subsidiary		—			122,290			—			122,290
Other income		—			—			714			6,316
Interest expense		(3,006	)		—			(3,558	)		—
Other income (expense)		(3,006	)		122,290			(2,844	)		128,606
Net Income (Loss)		(115,895	)		79,694			(186,078	)		31,921
Net loss attributable to non controlling interest		—			523			—			1,941
Delta Net Income (Loss)	$	(115,895	)	$	80,217		$	(186,078	)	$	33,862
Basic and Diluted Loss per Common Share	$	—		$	—		$	—		$	—
Basic and Diluted Weighted Average Common Shares Outstanding		30,522,922			29,748,304			30,259,009			23,330,606

Note 3 – Convertible Notes Payable

-In 6January -2012, the Company received proceeds of $50,000 from an 8% convertible note payable. The note plus accrued interest is convertible into common stock at the rate of $.025 per share. Based on our share price on the date the notes were entered into, we recognized a beneficial conversion feature in the amount of $50,000. The beneficial conversion feature is being amortized to interest expense over the term of the note using the effective interest method. At March 31, 2012, $10,694 of the discount had been amortized to interest expense and the unamortized discount on the note is $39,306.

~~DELTA~~Additionally, ~~ENTERTAINMENT~~at ~~GROUP~~March 31, ~~INC~~2012, we have an unamortized discount on a note payable of $33,333 reflected which arose in relation to a $50,000 convertible note payable entered into in November 2011. ~~AND~~$12,500 ~~SUBSIDIARIES~~of the discount was amortized to interest expense for the three months ended March 31, 2012.

~~NOTES~~The TOCompany, ~~UNDAUDITED~~analyzed ~~CONDENSED~~the ~~CONSOLIDATED~~convertible ~~FINANCIAL~~notes ~~STATEMENTS~~for derivative accounting consideration under FASB ASC 815-15 and FASB ASC 815-40. The Company, determined the embedded conversion option in the convertible met the criteria for classification in stockholders equity under FASB ASC 815-15 and FASB ASC 815-40. Therefore, derivative accounting was not applicable for these convertible notes payable.

~~Note~~- 36 ~~– Going Concern~~-

AtDELTA ~~September~~ENTERTAINMENT 30GROUP, ~~2011 the Company has a working capital deficit~~INC. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.

~~Continuation~~NOTES ofTO ~~the~~UNDAUDITED ~~Company~~CONSOLIDATED asFINANCIAL a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through short-term loans from related parties and additional equity investments, which will enable the Company to continue operations for the coming year.STATEMENTS

Note 4 – ~~Supplemental~~Related ~~Schedule of Cash Flow Information~~Party

~~Supplemental~~Convertible ~~cash~~Notes ~~flow~~Payable ~~information~~– isrelated ~~as follows:~~party

	September 30,		September 30,
	2011		2010
Supplemental Disclosures:
Cash paid for income taxes	$	—	$	—
Cash paid for interest	$	—	$	—
Noncash investing and financing activities
Common stock issued for Advance royalties	$	12,500	$	—
Common stock issued for convertible debt repayment	$	3,000	$	—
Common stock issued for repayment of notes payable	$	—	$	50,000
Purchase of customer list through note payable	$	25,600	$	—
Shares of subsidiary issued to minority interest	$	—	$	190
Common stock issued as repayment for related party advances, accured wages, and directors fees	$	—	$	59,075
Shares of subsidiary issued for related party advances	$	—	$	12,333

In February 2012, the Company repaid $10,000 on a $50,000 convertible related party note. As of March 31, 2012 and December 31, 2011, the convertible notes payable related party balance was $85,900 and $95,900, respectively.

~~Note~~Accounts 5payable – ~~Convertible~~related ~~Notes Payable~~party

OnAt ~~various~~March ~~dates~~31, ~~during~~2012 ~~the~~and ~~nine~~December ~~months ended September 30~~31, 2011, ~~the~~accounts ~~Company received proceeds of $28,500 from 8% convertible notes~~ payable. ~~The~~– ~~notes~~related ~~plus~~party ~~accrued~~consisted ~~interest are convertible into common stock at the rate~~ of ~~$.10 per share. Based on our share price on~~ the ~~date the notes were entered into, there was no beneficial conversion feature associated with the notes.~~ following:

The Company, analyzed the convertible notes for derivative accounting consideration under FASB ASC 815-15 and FASB ASC 815-40. The Company, determined the embedded conversion option in the convertible met the criteria for classification in stockholders equity under FASB ASC 815-15 and FASB ASC 815-40 and the recognition of non-controlling interest is not required under FASB ASC 810-10. Therefore, derivative accounting was not applicable for these convertible notes payable.


	·	Accounts payable related party of 17,956 and $20,195, respectively

	·	Accrued wages related party of $27,439 and $15,439, respectively

Note 65 – ~~Loan Payable~~Equity

In ~~February~~January ~~2011~~2012, the Company ~~received~~issued ~~proceeds~~56,667 ~~from~~shares aof ~~loan~~common ~~payable~~stock inat ~~the~~$0.27 ~~amount~~per share for officer and director compensation of $15,300. The Company issued 13,700 shares of common stock at $0.27 per share for consulting services of $3,699. The Company also issued 500,000 shares of common stock at $0.20 per share for services provided by a consultant of $100,000. The ~~loan~~entire isfair ~~due~~value onwas ~~demand~~recorded ~~and~~to isexpense ~~non-interest~~during ~~bearing~~the three months ended March 31, 2012.

-For 7the three months ended March, 2012, the Company issued 69,444 warrants for services provided at a fair value of $13,648. The fair value of the warrants were determined using a Black-Scholes option valuation model using the following key assumptions: exercise price of $0.25, stock price of $0.20, term of 3 years, expected volatility of 279.14%, and a discount rate of 0.35%. The entire fair value was recorded to expense during the three months ended March 31, 2012.

~~DELTA~~In ~~ENTERTAINMENT~~February ~~GROUP~~2012, ~~INC~~the Company issued 56,667 shares of common stock at $0.29 ~~AND~~per ~~SUBSIDIARIES~~share for officer and director compensation of $16,433. The Company issued 18,450 shares of common stock at $0.29 per share for consulting services of $5,350. The entire fair value was recorded to expense during the three months ended March 31, 2012.

~~NOTES~~In TOMarch ~~UNDAUDITED~~2012, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~issued ~~STATEMENTS~~56,667 shares of common stock at $0.20 per share for officer and director compensation of $11,333. The Company issued 61,667 shares of common stock at $0.20 per share for consulting services of $12,333. The entire fair value was recorded to expense during the three months ended March 31, 2012. The Company also issued 600,000 shares of common stock for cash proceeds of $30,000.

Note 76 – ~~Related~~Subsequent ~~Party Transactions~~Events

~~During~~Management ~~the~~has ~~nine~~evaluated ~~months~~subsequent ~~ended September 30~~events, ~~2011~~and the ~~Company~~impact ~~received~~on ~~proceeds from a note payable from related party in~~ the ~~amount~~reported ofresults ~~$3,000. During~~and ~~the period, the Company repaid the note through the issuance of 300,000 shares of its common stock~~disclosures.

OnIn ~~various~~April ~~dates during the nine months ended September 30~~2012, ~~2011,~~ the ~~Company~~holder ~~received proceeds~~ of two $7050,~~500~~000 ~~from 8%~~ convertible notes payable. ~~The~~elected ~~notes~~to ~~plus~~convert the principal and accrued interest ~~are~~into ~~convertible~~shares ~~into~~of common stock ~~at the rate of $~~.10 ~~per~~In ~~share.~~relation ~~Based on our share price on~~ the ~~date~~conversion, the ~~notes~~Company ~~were~~issued ~~entered into~~3,070,000 ~~there~~shares ~~was~~of nocommon ~~beneficial conversion feature associated with the notes~~stock.

~~The~~In ~~Company~~April 2012, ~~through~~the ~~our~~Company ~~subsidiary~~issued ~~PearlBrite received proceeds from~~ 8~~% convertible notes payable of $8~~,~~400.~~333 ~~The notes are convertible into~~ shares offor ~~PearlBrite~~advisory ~~at the rate of $~~compensation.~~0001.~~ ~~There was no beneficial conversion feature associated with this notes as the conversion price is deemed to represent the value of the subsidiary shares on the dates we entered into the notes.~~

~~During~~In ~~the~~May ~~period ended September 30~~2012, ~~2011,~~ the Company received proceeds ~~through its Creative subsidiary from convertible notes payable-related party in the amount~~ of $925,~~500.~~000 ~~The~~through ~~notes~~a ~~accrue~~private ~~interest~~placement atand ~~the~~have ~~rate~~issued of125,000 ~~8% per annum. The notes are convertible into~~ shares of ~~our subsidiary~~ common stock at ~~the rate of~~ $.~~001.~~20 ~~There~~per ~~was no beneficial conversion feature associated with the notes as the conversion price was deemed to be representative of the~~ share ~~price of the subsidiary on the dates of the notes~~.

~~During~~In ~~the~~May ~~period ended September 30~~2012, ~~2011,~~ the Company ~~received~~issued ~~proceeds through its subsidiary Captivating Cosmetics from convertible notes payable-related party in the amount of $7~~75,~~500.~~001 ~~The notes accrue interest at the rate of 8% per annum. The notes are convertible into~~ shares of ~~our subsidiary~~ common stock atfor ~~the~~officer, ~~rate~~director, ofand ~~$.001.~~advisory ~~There was no beneficial conversion feature associated with the notes as the conversion price was deemed to be representative of the share price of the subsidiary on the dates of the notes~~compensation.

~~The~~On ~~Company~~May 1, ~~analyzed~~2012 the ~~convertible~~Company ~~notes~~issued ~~for~~400,000 ~~derivative~~shares ~~accounting~~of ~~consideration~~common ~~under~~stock ~~FASB~~for ~~ASC 815-15 and FASB ASC 815-40. The Company, determined~~ the ~~embedded~~ conversion ~~option~~of in the ~~convertible~~balance ~~met~~of ~~the criteria for classification in stockholders equity under FASB ASC 815-15 and FASB ASC 815-~~$40,000 ~~and~~on ~~the~~a ~~recognition of non-controlling interest is not required under FASB ASC 810-10. Therefore~~$50,000 ~~derivative accounting was not applicable for these~~ convertible ~~notes~~note payable.

As- of7 ~~September 30, 2011 there are accounts payable, accrued wages, and accrued expenses due to related parties of $4,667, $6,151, and $26,182, respectively.~~ -

Note 8 – Common Stock

In January 2011, we issued 15,000 shares of common stock at $.01 per share for directors compensation and 300,000 shares for repayment of a $3,000 advance from a shareholder.

In May 2011, we issued 45,000 shares of common stock at $.01 per share for officers and directors compensation.

In July 2011, we issued 40,000 shares of common stock for officer, director and advisory compensation. We issued 10,000 shares for services and 125,000 shares for the purchase of a licensing agreement. The aforementioned shares were all issued at $.10 per share.

In August 2011, we issued 50,000 shares of common stock for officer, director and advisory compensation, and 32,157 shares for services. We also issued 200,000 shares of common stock for cash proceeds of $20,000. The aforementioned shares were all issued at $.10 per share.

In September 2011, we issued 25,000 shares of common stock for officer, director and advisory compensation, and 5,714 shares for services. We also issued 100,000 shares of common stock for cash proceeds of $10,000. The aforementioned shares were all issued at $.10 per share.

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DELTA ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES

NOTES TO UNDAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9 – Commitments and Contingencies

The Company entered into employment and director agreements with Leonard Tucker to serve as the Company’s President, Chief Executive and Financial Officer, and Director effective April 19, 2011 contemporaneously with the resignation of Marshall Freeman from those positions. Mr. Freeman remains the President of the Company’s wholly owned subsidiary Creative. The employment agreement with Mr. Tucker allows for compensation in the amount of $3,000 per month for his service as President of the Company. Additionally, he is to receive 5,000 shares per month for his service as a Director and an additional 5,000 shares per month for serving as an officer. If he is to serve as Chairman of any committee, he is to receive an additional 2,500 shares per month for that service and for service on any committee he is to receive 1,250 shares.

In June 2011, the Company, through its subsidiary PearlBrite, entered into a Merchandise License Agreement with Celebrity Brand Licensing, LLC whereby the Company can use the celebrity likeness of Teresa Giudice on its products. The three year agreement has minimum royalty payments due as follows: $12,500 plus 125,000 shares of the company’s common stock valued at $12,500 for year one, $50,000 minimum payment due for year two, and $75,000 minimum for year three. Royalty payments are due on net sales in excess of $250,000 annually, at the rate of 8%. The payments for year two are due quarterly beginning January 1, 2013 in the amount of $12,500 per quarter and year three in the amount of $18,750. Earned royalties are applied against the annual guarantees.

On June 1, 2011 the Company entered into advisory agreements with two individuals to provide services to its subsidiary Pearbrite. The agreements have a one year term and per the terms of the agreement the individuals are to receive compensation in the form of common stock of the Company valued at $500 per month.

On June 15, 2011, the Company entered into a Non-Exclusive License agreement through its subsidiary Captivating, whereby the Company can use the celebrity likeness of Teresa Giudice on its cosmetic products. The three year agreement requires royalty payments at the rate of 8% of net sales, with guaranteed minimum royalties due in year one of $15,000, year two of 75% of actual year 1 royalties and year 3 at the rate of actual year two royalties. The agreement is renewable for an additional three year term if sales minimums are achieved.

As of September 30, 2011 the Company has recorded amortization expense of $10,000 in relation to the advance royalty payments.

Note 10 – Subsequent Events

Management has evaluated subsequent events, and the impact on the reported results and disclosures. In October 2011, the Company received a notice of eviction on its lease for non-payment of rent. As of the date of the notice, the amount due to the landlord was $3,318.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operation.

Overview

Delta Entertainment Group, Inc. (the "“Company"”, the "“Registrant"”, "“Delta Entertainment"” or "“Delta"”) iswas ~~a Florida corporation~~ incorporated in the state of Florida onin October 2, 2009. ~~Through~~Until ~~September~~April, ~~2010~~2011, ~~Delta'~~the Company’s business ~~operations~~strategy ~~were~~was ~~conducted~~to acquire, develop and represent up and coming artists in the entertainment field through its ~~93%~~operating ~~owned~~ subsidiary, ~~Famous~~Creative ~~Records~~Music ~~Corp~~Group, Inc.. ~~("Famous~~To ~~Records")~~date, we have not been successful in this endeavor. InWhen ~~September~~Marshall ~~2010,~~Freeman ~~the~~stepped ~~ownership~~down ~~interest~~as inour ~~Famous~~president ~~Records~~and director, Leonard Tucker was ~~reduced~~appointed toas 27the Company’s sole officer and a director.1% Mr. Tucker investigated multiple business opportunities and chose to focus on the ~~subsidiary~~teeth ~~was~~whitening ~~deconsolidated~~industry. ~~The~~In ~~investment~~furtherance thereof, in ~~Famous~~June ~~was~~2011, ~~written~~the ~~off~~Company, atthrough ~~that~~its ~~time~~wholly ~~due~~owned tosubsidiary, ~~the~~Pearl ~~determination~~Brite ~~that~~Concepts, ~~the~~Inc. ~~investment~~acquired ina ~~Famous~~teeth ~~did~~whitening ~~not~~company ~~have~~which ~~any~~is ~~value~~marketed under the name “PearlBrite”.

~~Delta~~We ~~Entertainment~~currently ishave athree ~~primarily~~subsidiaries, aPearlBrite ~~holding~~Concepts, ~~company~~Inc, ~~for~~Captivating ~~its~~Cosmetics ~~wholly owned subsidiaries~~Corp. ~~The~~dba ~~Company's~~TG ~~wholly~~Cosmetics ~~owned~~and ~~subsidiary,~~ Creative Music Group ~~(“Creative”) is a Miami based entertainment company. Creative’s business strategy is to acquire~~, ~~develop and represent upcoming recording artists in the entertainment field~~Inc.

~~Our~~Creative ~~wholly~~Music ~~owned subsidiaries PearlBrite Concepts~~Group, Inc. ~~(“PearlBrite”)~~is ~~and Captivating~~a ~~Concepts~~service-based ~~Corp.~~company ~~(“Captivating”) are~~focused ~~entities~~on ~~engaged~~artist inmanagement ~~the~~services ~~business~~for ofrecording ~~branding~~artists. ~~and~~It ~~marketing health~~has ~~and~~limited ~~beauty products~~operations.

~~Products~~PearlBrite Concepts, Inc. (“PearlBrite”) is a non dental cosmetic teeth whitening company specializing in providing turnkey professional solutions and ~~Services~~products for salons, spas, tanning facilities, and other professional establishments as well as an at home kit for consumers. TG Cosmetics (“TG Cosmetics”) is engaged in the business of producing, outsourcing, packaging, marketing, distributing, advertising, promoting, merchandising and selling cosmetic products to the mass markets, including, but not limited to, nail polish, lipstick, eyeliners, mascara, make-up and related accessories. To date, TG Cosmetics has not conducted meaningful operations

Creative is a service-based company focused on artist management services for recording artists. The company will offer bi-directional services. First, by selling artist management services to recording artists in exchange for commissions, and percentages of income. The second is by selling entertainment to consumers. This includes mediums such as CD’s, downloads, merchandise, live shows and other services of company clients. The company will rely on third parties such as record labels and agencies to sell talent services of its clients. The goal of Creative is to bring consumers and users of entertainment services, high quality and unique talent. Our management services will be customized to meet the needs of the individual artist. We intend to provide guidance, support, opportunities and career counseling for our artists

Our ability to fully implement this program will be dependent upon our ability to secure additional financing, of which there can be no assurance.

PearlBrite markets and sells a cosmetic teeth whitening system designed to be administered in 20 minutes by a certified technician. The process uses a light emitting laser which is focused on a mouthpiece which is preloaded with the whitening gel. The technician never touches the customer’s mouth. Customers will also be offered after care products. Teeth whitening after care products are one of the fastest growing products in beauty and convenience stores. The current after care products include: toothpaste, mouth rinse, whitening cream and whitening gum.

Captivating is engaged in the business of producing, outsourcing, packaging, marketing, distributing, advertising, promoting, merchandising and selling cosmetic products to the mass markets, including, but not limited to, nail polish, lipstick, eyeliners, mascara, make-up and related accessories.

Target Market

Creative operates in the Miami Florida area, targeting the various event planners, promoters and entertainment venues in the area. The greater Miami metropolitan area is home to a large number of entertainment events each year with 2.1 million people in the immediate area. PearlBrite sells its products primarily to salons throughout the United States and Canada. We also offer our products for sale through the website www.pearlbriteconcepts.com.

Captivating plans to sell its products primarily to mass market retailers and online through its website.

The Competition

Competition in the music industry is very diverse and uneven, creating substantial market opportunities for Creative. We will compete against both local, regional and national companies with far greater capital resources and name recognition. In order to effectively compete in these markets, Creative must be able to offer unique and personalized services, identifying strategic partners at colleges and universities and develop business relationships with local event organizers, record labels, agents and other entertainment companies. With limited capital, the Company will rely upon the personal contacts of our management.

- 10 -

Teeth whitening is a $12 billion annual business. It covers a broad spectrum of services ranging from laser treatments and gels administered in dental offices by licensed dental professionals to whitening strips sold by companies such as Proctor and Gamble and Colgate-Palmolive under the Crest and Colgate brand names. Teeth whitening is one of the most requested cosmetic procedure in the United States and in many parts of the world.

The market is dominated by several multi-national companies. However, there are many specialized and niche markets in the teeth whitening business which affords opportunities to smaller companies with limited resources and access to capital markets. We believe that PearlBrite has identified a niche market and will be able to compete based on product quality, pricing, convenience and marketing support

Cosmetics industry generated about $250 billion in sales in 2008, with the US industry share about 25% of the total; and largely dominated by a relative few leading brands from major corporations. L’Oreal, the world's largest beauty products company, owns more than 20 brands including Maybelline. Estee Lauder owns 25 brands, while others are owned by Revlon, Proctor & Gamble, Coty and Shiseido.

We plan to offer a line of duo-packed matching nail polish and lipstick with a standard “Buy One-Get One Free” value proposition for our tier-one distribution. Price points will also offer tremendous values for the domestically manufactured high-quality products. Another key feature is a Four-Season Rotation of products through seasonally-themed product colors and packaging in smaller 12-duo pre-packs that allow retailers to clear out their inventories, in order to stock new season products.

We believe the biggest market differentiator for our PearlBrite and Captivating subsidiaries is our celebrity endorsement licensing agreements with Teresa Giudice, known to millions of cable TV viewers for her high-visibility role on the hit reality show, The Real Housewives of New Jersey.

Results of Operations

Three ~~and~~Months ~~Nine months~~ Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

We generated revenues for the three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 of $2531,~~581~~380 and $~~519~~1,550, respectively. The increase in the current period is primarily due to the revenues generated from ~~our~~sales ~~subsidiaries with revenues in the current three months~~ of ~~$11,635~~our ~~from~~teeth ~~Creative~~whitening ~~and~~products ~~$13,946~~which ~~from~~did ~~PearlBrite,~~not ~~there~~exist ~~were~~as ~~no similar revenues generated from these subsidiaries in the same period~~ of ~~the~~March ~~prior year. We recognized revenues for the nine months ended September 30~~31, 2011 ~~and~~given ~~2010~~our ofacquisition ~~$36,971~~occurred ~~and~~in ~~$1,455,~~June ~~respectively~~2011. ~~The nine month revenues were $21,681 from PearlBrite and $15,290 from Creative.~~

Our cost of sales for the three months ended ~~September~~March 3031, ~~2011~~2012 ~~and 2010~~ were $1916,~~397~~560 versus $81,~~433~~079 for the three months ended ~~September~~March 3031, ~~2010~~2011.

~~Our~~During ~~cost~~the three months ended March 31, 2012 we incurred general and administrative expenses of ~~sales~~$277,075 as compared to $29,417 for the ~~nine~~three months ended ~~September~~March 3031, 2011. The increase in general and ~~2010~~administrative ~~were~~expenses ~~$22~~for the current year is due to an increase in Officers’ and Directors compensation,~~990~~ ~~versus~~other ~~$14~~compensation,~~331~~ ~~for~~professional fees, and marketing expenses. We did not incur similar expenses in the ~~nine~~same ~~months~~period ~~ended~~of ~~September~~the ~~30,~~prior ~~2010~~year and we expect to incur these expenses going forward.

During the three months ended September 30, 2011 we incurred general and administrative expenses of $132,682 as compared to $18,380 for the three months ended September 30, 2010. The increase in general and administrative expenses for the current year is due to an increase in Officers’ and Directors compensation and other operating costs which we did not incur in the prior year due to our limited operating activities during the three month period ended September 30, 2010.

The general and administrative expenses for the nine months ended September 30, 2011 and 2010 were $208,925 and $97,132, respectively.

Liquidity

As of ~~September~~March 3031, ~~2011~~2012 we had cash of $517,~~117~~646 as compared to cash at December 31, ~~2010~~2011 of $~~7,993~~34. We had total current assets at ~~September~~March 3031, ~~2011~~2012 of $3936,~~119~~105 as compared to $1632,~~378~~490 at December 31, ~~2010~~2011. The increase in cash and other current assets is primarily attributable to ~~advance royalty payments made during the period ended September~~ $30,000 ~~2011,~~in ~~which~~proceeds ~~were~~from ~~funded~~a ~~through~~private ~~notes~~placement ~~payable~~during ~~and~~ the ~~issuance~~three ofmonths ~~common~~ended ~~stock~~March 31, 2012. Our operations to date have primarily been funded through convertible notes payable and advances from a related party. Our total current liabilities at ~~September~~March 3031, ~~2011~~2012 were $~~225~~260,~~725~~378 as compared to $~~931~~225,451 at December 31, ~~2010~~2011. The increase in the current liabilities is due to the lack of revenues sufficient to fund our operations requiring us to borrow funds.

-We 11have -a deficit in working capital of $224,273 as of March 31, 2012 as compared to a deficit in working capital at December 31, 2011 of $192,961.

Off-balance sheet arrangements

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

- 8 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures. Our principal executive and financial officer, based on his evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, has concluded that (i) our disclosure controls and procedures are effective for ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING INFORMATION

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that these forward-looking statements that are not historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may from time to time be involved in legal proceedings arising from the normal course of business. As of the date of this report, the Company is not currently involved in any legal proceedings.

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Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. However, they are more fully disclosed in the Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 16, 2012.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

InWe ~~August~~have ~~2008, we~~ issued ~~16,555,315~~ shares of our common stock toand ~~Beta~~other ~~Music~~securities ~~Group,~~for ~~Inc.~~services ~~These~~rendered ~~shares~~and ~~were~~capital ~~distributed~~formation. byWe ~~Beta~~have torelied ~~the shareholders of record~~ on ~~December 14, 2009 pursuant to~~ the ~~Sale~~exemptive ~~and~~provisions ~~Stock Purchase Agreement~~ of aSection ~~controlling~~4(2) ~~interest~~ of ~~Beta~~the onSecurities ~~December 15, 2009~~Act.

~~During~~In ~~2009~~the months of January through March 2011, we issued 45,000 shares of ~~our~~ common stock toat ~~related~~$.01 ~~parties~~per share for ~~services~~officer ~~rendered.~~and ~~The~~director ~~shares~~compensation. ~~were~~We also issued at300,000 ~~par~~shares ~~value~~for repayment of a $3,000 advance from a shareholder.~~001~~

OnIn ~~March~~the ~~31,~~months ~~2010, we issued 45,000 shares~~ of ~~common~~April ~~stock~~through toSeptember ~~officers~~2011, ~~and directors as consideration for their services. Additionally on that date~~ we issued 190,~~530,~~000 shares ~~as repayment~~ of ~~accrued~~common ~~wages~~stock ~~and~~at ~~3,312,500 as repayment of advances from related parties~~$.10 ~~These~~per ~~shares~~share ~~were~~for ~~issued~~officer atand ~~$.01~~director ~~per share~~compensation.

OnIn ~~May~~the 5,months ~~2010~~of June and July 2011, we issued ~~570~~50,000 shares of common stock for ~~accrued~~advisory compensation, ~~15,000 to our officer~~ and ~~directors and 2,~~125,000 shares asfor ~~repayment~~the purchase of ~~related~~a ~~party~~licensing ~~advances~~agreement. ~~These shares were issued at $.01 per share. We also issued 50,000 shares for services.~~ The aforementioned shares were all issued at $.0110 per share.

OnIn ~~May~~August 312011, ~~2010~~ we issued ~~470~~10,000 toshares ~~the~~of ~~Tucker~~common ~~Family~~stock ~~Trust~~at as$.10 ~~repayment~~per ~~for~~share ~~advances~~and ~~made~~12,157 toshares ~~the~~of ~~Company~~common stock at $.16 per share for advisory compensation. We also issued 15200,000 shares toof ~~our~~common ~~Officer~~stock ~~and~~for ~~Directors.~~cash ~~These~~proceeds ~~shares~~of ~~were issued at~~ $20,000.~~01.~~

OnIn ~~June~~September 302011, ~~2010~~ we issued 5,~~000,000~~714 shares of ~~our~~ common stock toat an$.35 ~~investor~~per ~~for~~share ~~the~~and ~~conversion~~10,000 shares of acommon ~~note~~stock ~~payable~~at in$.10 ~~the~~per ~~amount~~share offor ~~$50,000~~advisory compensation. We also issued 15100,000 shares toof ~~our~~common ~~Officer~~stock ~~and~~for ~~Directors.~~cash ~~These~~proceeds ~~shares~~of ~~were issued at~~ $10,000.~~01.~~

OnIn ~~September~~October 302011, ~~2010~~ we issued 4515,000 shares of common stock at $.0105 per share for ~~accrued~~officer and director compensation. ~~and~~We ~~directors’~~also ~~fees~~issued 19,532 shares of common stock at $.0512 per share for advisory compensation.

OnIn ~~December~~November 312011, ~~2010~~ we issued 4521,~~000~~666 shares of common stock at $.0115 per share for ~~accrued~~officer, ~~compensation~~director, and ~~directors’~~advisory ~~fees~~compensation.

In ~~January~~December 2011, we issued 1519,~~000~~444 shares of common stock at $.0123 per share ~~for directors compensation~~ and ~~300~~43,~~000~~056 ~~shares~~share ~~for~~of ~~repayment~~common ofstock aat $3.27 per share for officer,~~000~~ ~~advance~~director, ~~from~~and aadvisory ~~shareholder~~compensation.

In ~~May~~January ~~2011,~~2012 we issued 4570,~~000~~367 shares of common stock at $.0127 per share for ~~officers~~officer, director, and ~~directors~~advisory compensation.

InOn ~~July~~January ~~2011~~18, 2012 we issued 40500,000 shares of common stock ~~for~~ ~~officer,~~at ~~director and advisory compensation~~$.20 Weper ~~issued~~share ~~10,000~~for ~~shares~~a ~~for~~three ~~services~~year ~~and~~endorsement, ~~125~~promotional,~~000~~ ~~shares~~and ~~for~~advisory ~~the purchase of a licensing~~ agreement. ~~The aforementioned shares were all issued at $.10 per share.~~

In ~~August~~February ~~2011,~~2012 we issued 5075,~~000~~117 shares of common stock at $.29 per share for officer, director, and advisory compensation~~, and 32,157 shares for services~~. ~~We also issued 200,000 shares of common stock for cash proceeds of $20,000. The aforementioned shares were all issued at $.10 per share.~~

In ~~September~~March ~~2011,~~2012 we issued 25118,~~000~~334 shares of common stock at $.20 per share for officer, director, and advisory compensation~~, and 5,714 shares for services~~. ~~We also issued 100,000 shares of common stock for cash proceeds of $10,000. The aforementioned shares were all issued at $.10 per share.~~

On March 16, 2012, we issued 600,000 shares of common stock in a private placement for proceeds of $30,000.

We have also issued the following debt obligations:

In June 2011, the Company issued an 8% convertible promissory note in the amount of $28,500.

In November 2011, we issued an 8% convertible promissory note in the amount of $50,000.

In January 2012, the Company received proceeds of $50,000 from an 8% convertible note payable. The note plus accrued interest is convertible into common stock at the rate of $.025 per share.

On various dates between January and September 2011, we received proceeds from 8% convertible notes payable in the aggregate amount of $73,500.

In May 2011, through our subsidiary Pearlbrite, we received proceeds from an 8% convertible note payable of $5,600. The note plus accrued interest is convertible into shares of Pearlbrite at the rate of $.0001.

In July 2011, through our subsidiary Captivating, we received proceeds from an 8% convertible note payable of $7,500. The note plus accrued interest is convertible into shares of Captivating at the rate of $.0001.

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In September 2011, through our subsidiary Pearlbrite, we received proceeds from an 8% convertible note payable of $2,800. The note plus accrued interest is convertible into shares of Pearlbrite at the rate of $.0001.

During September 2011, through ours Creative subsidiary we received proceeds from an 8% convertible note payable in the amount of $9,500. The note accrues interest at the rate of 8% per annum. The note is convertible into shares of our subsidiary common stock at the rate of $.001.

With respect to the sale of all unregistered securities:


	·	the sale was made to a sophisticated or accredited investor, as defined in Rule 502;

	·	we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;

	·	at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and

	·	neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising;

Item 3. Defaults Upon Senior Securities

None.

Item 4. ~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures

Not Applicable

Item 5. Other information

None.

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Item 6. Exhibits


(a)	The following exhibits are filed herewith pursuant to Item 601 of Regulation S-K.

	31	Section 302 Certification of Chief Executive and Financial Officer

	32	Section 906 Certification

	101*	Interactive Date Files of Financial Statements and Notes.

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”

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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, thereunto duly authorized.

Delta Entertainment Group, Inc.

Dated: ~~November~~May 21, ~~2011~~2012

By /s/ Leonard Tucker

Leonard Tucker

President and Chief Executive and Financial Officer

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Filing Compare · Delta Entertainment Group, Inc.