**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 10-K**

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

**For the fiscal year ended December 31, 2011**

 [  ]  **TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from __________ to __________**

Commission File Number: 000-52069

**I-LEVEL MEDIA GROUP INCORPORATED**(Exact name of registrant as specified in its charter)

| Nevada                                                            | 98-0466350                              |
|-------------------------------------------------------------------|-----------------------------------------|
| *(State or  other jurisdiction of incorporation of organization)* | *(I.R.S.  Employer Identification No.)* |

902, B1, KangBao Huayuan, #8 GongrenTiyuchang Donglu, Chaoyand District, Beijing, PRC 100020 *(Address of PrincipalExecutive Offices including Zip Code)*

Registrant’s telephone number, includingarea code: +86 10-65-911-544.

Securities registered pursuant to Section12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: CommonStock, $0.001 Par Value 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act. Yes  [  ]   No  [X] 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  [  ]   No  [X] 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes  [  ]   No  [X] 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files). Yes  [X]   No  [  ] 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]  

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company. Seethe 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes  [  ]   No  [X] 

The aggregate market value of the common stock held bynon-affiliates computed as at March 30, 2012 was approximately $45,941 using theclosing bid price of $.05.

As of March 30, 2012, there were 13,918,825 shares of the Company’s commonstock issued and outstanding. 

**Documents Incorporated by Reference: None.**

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**CAUTIONARY NOTICE REGARDING FORWARDLOOKING STATEMENTS**

We desire to take advantage of the “safe harbor” provisions of thePrivate Securities Litigation Reform Act of 1995. This Annual Report on Form10-K (“Report”) contains a number of forward-looking statements that reflectmanagement’s current views and expectations with respect to our business,strategies, products, future results and events, and financial performance. Allstatements made in this Report other than statements of historical fact,including statements that address operating performance, the economy, events ordevelopments that management expects or anticipates will or may occur in thefuture, including statements related to potential strategic transactions,distributor channels, volume growth, revenues, profitability, new products,adequacy of funds from operations, cash flows and financing, our ability tocontinue as a going concern, statements regarding future operating results andnon-historical information, are forward-looking statements. In particular, thewords such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,”“will,” “can,” “plan,” “predict,” “could,” “future,” variations of such words,and similar expressions identify forward-looking statements, but are not theexclusive means of identifying such statements and their absence does not meanthat the statement is not forward-looking.

Readers should not place undue reliance on these forward-lookingstatements, which are based on management’s current expectations andprojections about future events, are not guarantees of future performance, aresubject to risks, uncertainties and assumptions and apply only as of the dateof this Report. Our actual results, performance or achievements could differmaterially from historical results as well the results expressed in,anticipated or implied by these forward-looking statements. Except as requiredby law, we undertake no obligation to publicly update or revise anyforward-looking statements, whether as a result of new information, futureevents or otherwise.

Readers are also urged to carefully review and consider the variousdisclosures made by us in this Report and in our other reports we file with theSecurities and Exchange Commission, including our periodic reports on Form 10-Qand current reports on Form 8-K, and those described from time to time in ourpress releases and other communications, which attempt to advise interestedparties of the risks and factors that may affect our business, prospects andresults of operations.

**AVAILABLE INFORMATION**

We file annual,quarterly and current reports, proxy statements, and other information with theSecurities and Exchange Commission (the “SEC”). You may read and copy documentsreferred to in this Annual Report on Form 10-K that have been filed with the SECat the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. Youmay obtain information on the operation of the Public Reference Room by callingthe SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings bygoing to the SEC’s website at http://www.sec.gov.

**REFERENCES**

As used in thisannual report: (i) the terms “we”, “us”, “our”, “i-Level” and the “Company”mean i-Level Media Group Incorporated, a Nevada Corporation; (ii) “SEC” refersto the Securities and Exchange Commission; (iii) “Securities Act” refers to theUnited States  *Securities Act of 1933*, as amended; (iv) “Exchange Act”refers to the United States *Securities Exchange Act of 1934*, as amended;and (v) all dollar amounts refer to United States dollars unless otherwiseindicated.

__________

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**I-LEVEL MEDIA GROUP INCORPORATED**

**ANNUAL REPORT ON FORM 10K FOR THE FISCAL YEAR ENDED DECEMBER 31,2011**

**Table of Contents**

| **PART I**                                                                                                                                                | 1  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|----|
|      Item 1. Business                                                                                                            | 1  |
|      Item 1A. Risk Factors                                                                                                       | 2  |
|      Item 1B. Unresolved Staff Comments                                                                                          | 2  |
|      Item 2. Properties                                                                                                          | 2  |
|      Item 3. Legal Proceedings                                                                                                   | 2  |
|      Item 4. Mine Safety Disclosure                                                                                              | 2  |
| **PART II**                                                                                                                                               | 2  |
|      Item 5. Market for Registrant’s Common Equity, Related Stockholder  Matters and Issuer Purchases of Equity Securities | 2  |
|      Item 6. Selected Financial Data                                                                                             | 3  |
|      Item 7. Management’s Discussion and Analysis of Financial  Condition or Results of Operations                         | 3  |
|      Item 7A. Quantitative and Qualitative Disclosures About Market  Risk                                                        | 5  |
|      Item 8. Financial Statements and Supplementary Data                                                                         | 6  |
|      Item 9. Changes in and Disagreements With Accountants on Accounting  and Financial Disclosure                               | 15 |
|      Item 9A. Controls and Procedures                                                                                            | 15 |
|      Item 9B. Other Information                                                                                                  | 16 |
| **PART III**                                                                                                                                              | 16 |
|      Item 10. Directors, Executive Officers and Corporate Governance                                                             | 16 |
|      Item 11. Executive Compensation                                                                                             | 17 |
|      Item 12. Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters                    | 18 |
|      Item 13. Certain Relationships and Related Transactions, and  Director Independence                                         | 19 |
|      Item 14. Principal Accountant Fees and Services                                                                             | 20 |
| **PART IV**                                                                                                                                               | 21 |
|      Item 15. Exhibits and Financial Statement Schedules                                                                         | 21 |
| **EXHIBIT INDEX**                                                                                                                                         | 21 |
| **SIGNATURES**                                                                                                                                            | 22 |

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- 1 -

**PART I**

**ITEM 1. BUSINESS**

**Name,Incorporation****and Principal Offices**

Our principal offices are located at 902,B1, KangBao Huayuan, #8 Gongren Tiyuchang Donglu, Chaoyand District, Beijing,PRC 100020, and our telephone number is +86 10-65-911-544.

***Overview***

We were incorporated in the State of Nevada on August 23, 2005 underthe name Jackson Ventures, Inc. Our initial operations included the acquisitionand exploration of mineral resources. We changed our primary business to thatof developing and operating a proprietary, digital media network service in thetransportation segment of the outdoor advertising market in China. On January29, 2007 we entered into a Share Exchange Agreement to acquire the business ofi-Level Media Systems Limited (“i-Level Systems”), a limited liability Companyincorporated on May 23, 2003 under the International Business Act of theBritish Virgin Islands. I‐Level Systems owned 100% of i-Level SoftComm(Shanghai) Company Ltd. (“i-Level SoftComm”), a wholly foreign owned enterpriseformed under the laws of the People's Republic of China (the “PRC”) on August12, 2004. i-Level SoftComm was a development stage company devotingsubstantially all of its efforts to establishing a new business in the PRC,which involved selling out-of-home video advertising timeslots on its networkof flat-panel video advertising display units installed in taxis. Theacquisition of i-Level Systems was completed on March 20, 2007.  As control ofthe Company transferred to the shareholders of i-Level Systems on March 20,2007 this acquisition was considered a recapitalization of i-Level Systems. Theacquisition was accounted for using reverse merger accounting rules whereby thehistorical operations of i-Level Systems constituted the reported numbers priorto March 20, 2007 and the combined operations of the Company and i-LevelSystems were reported from March 20, 2007 to December 1, 2008. 

On December 1, 2008 i-Level SoftComm ceased operations and itsbusiness was wound-up. Also on December 1, 2008 i-Level Systems, the parentcompany of i-Level SoftComm and a wholly-owned subsidiary of the Company wassold to our former Chief Executive Officer for $1. From December 1, 2008 wedeconsolidated i-Level Systems and reported a loss from discontinued operations.Statementof Stockholders’ Equity was retroactively restated to account for thedeconsolidation of i-Level Systems and the reversal of reverse mergeraccounting. Since December 1, 2008 we have had no operations.

In June, 2011 we approved a consolidation of our share capital. Eachshareholder of record received 1 share for every 70 shares held. On the date ofrecord there were 64,317,715 shares issued and outstanding. Upon consolidationthere were 918,825 shares issued and outstanding. This consolidation has beenapplied retroactively to restate all share and per share amounts.

Our financial statements included in this report have been preparedon a going concern basis, which implies we will continue to discharge ourliabilities in the normal course of business. We have not generated revenuessince December 1, 2008 and have had no revenue generating operations. Ourcontinuation as a going concern is dependent upon our ability to reorganize ourshare capital, obtain equity financing and secure new business operations. Asat December 31, 2011, we had no assets and debt of $827,300 and accumulatedlosses of $5,310,205 since inception. These factors raise substantial doubtregarding our ability to continue as a going concern. 

At the present time, we are focusing on obtaining sufficientfinancing to be able to recommence operations in the social networking, digitalmedia and mobile communications sectors.

**Employees**

We have oneemployee being our current Chief Executive Officer, Chief Financial Officer andsole director.

**Subsidiaries**

We have nosubsidiaries.

**Patents andTrademarks**

We have no patentsor patents pending. 

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**ITEM 1A.  RISKFACTORS**

We are a smallerreporting company as defined by Rule 12b-2 of the Exchange Act and are notrequired to provide the information required under this item.

**ITEM 1B.  UNRESOLVEDSTAFF COMMENTS**

Not applicable.

**ITEM 2.  PROPERTIES**

We currently donot own or lease any property and do not have any subsidiaries.

**ITEM 3.  LEGALPROCEEDINGS**

There are no legalproceedings.

**ITEM 4. MINE SAFETY DISCLOSURE**

Not Applicable.

**PART II**

**ITEM 5. MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITYSECURITIES**

***Market Information***

The market for ourcommon stock is limited, volatile and sporadic. The following table sets forththe high and low bid prices relating to our common stock for the periodsindicated, as provided by the OTC Bulletin Board with retroactive effect to aone (1) new for seventy (70) old reverse stock-split effective July 8, 2011.These quotations reflect inter-dealer prices without retail mark-up, mark-down,or commissions, and may not reflect actual transactions.

| **Quarter  Ended** | **High  Bid** | **Low Bid** |
|--------------------|---------------|-------------|
| December 31, 2011  | $.10          | $0.02       |
| September 30, 2011 | $.70          | $0.10       |
| June 30, 2011      | $1.18         | $0.13       |
| March 31, 2011     | $0.77         | $0.16       |
| December 31, 2010  | $1.75         | $0.23       |
| September 30, 2010 | $1.40         | $0.14       |
| June 30, 2010      | $1.05         | $0.35       |
| March 31, 2010     | $0.84         | $0.35       |

The shares quoted are subject to the provisions ofSection 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended(the Exchange Act"), commonly referred to as the "penny stock"rule. 

The Commission generally defines penny stock to be any equitysecurity that has a market price less than $5.0 per share, subject to certainexceptions.

For transactions covered by these rules, broker-dealersmust make a special suitability determination for the purchase of suchsecurities and must have received the purchaser's written consent to thetransaction prior to the purchase. Additionally, for any transaction involvinga penny stock, unless exempt, the rules require the delivery, prior to thefirst transaction, of a risk disclosure document relating to the penny stockmarket. A broker-dealer also must disclose the commissions payable to both thebroker-dealer and the registered representative, and current quotations for thesecurities. Finally, the monthly statements must be sent disclosing recent priceinformation for the penny stocks held in the account and information on thelimited market in penny stocks. Consequently, these rules may restrict theability of broker dealers to trade and/or maintain a market in the company’scommon stock and may affect the ability of shareholders to sell their shares.

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- 3 -

***Number ofShareholders***

As of March 30, 2012, there were 13,918,825 shares ofour common stock issued and outstanding and approximately 1,500 shareholders.The transfer agent of our common stock is Transhare Corporation 4626 S.Broadway, Englewood, CO 80113. 

***Dividends***

We have never paid cash dividends or distributions toour equity owners. We do not expect to pay cash dividends on our common stock,but instead, intend to utilize available cash to support the development andexpansion of our business. Any future determination relating to our dividendpolicy will be made at the discretion of our Board of Directors and will dependon a number of factors, including but not limited to, future operating results,capital requirements, financial condition and the terms of any credit facilityor other financing arrangements we may obtain or enter into, future prospectsand in other factors our Board of Directors may deem relevant at the time suchpayment is considered. There is no assurance that we will be able or willdesire to pay dividends in the near future or, if dividends are paid, in whatamount.

***Stock Repurchases***

There were no shares repurchased during the fourth quarter of 2011.

***Securities Issued in Unregistered Transactions***

During the quarter ended December 31, 2011, we did notissue any securities in unregistered transactions:

**ITEM 6. SELECTED FINANCIAL DATA**

We are a smallerreporting company as defined by Rule 12b-2 of the Exchange Act and are notrequired to provide the information required under this item.

**ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONOR RESULTS OF OPERATIONS**

The following discussion of our financial condition, changes infinancial condition, plan of operations and results of operations should beread in conjunction with (i) our audited financial statements as at December31, 2011 and 2010 and (ii) the section entitled “Business”, included in Item 1in this Form 10-K Annual Report.  

The discussion contains forward-looking statements that involverisks, uncertainties and assumptions.  Our actual results may differ materiallyfrom those anticipated in these forward-looking statements as a result of manyfactors, including, but not limited to, those set forth under “Risk Factors”and elsewhere in this Annual Report.

**Plan ofOperations**

At the present time, we are focusing on obtaining sufficientfinancing to be able to recommence operations in the social networking, digitalmedia and mobile communications sectors.

On December 1, 2008 i-Level SoftComm ceased operations and itsbusiness was wound-up. Also on December 1, 2008 i-Level Systems, the parentcompany of i-Level SoftComm and a wholly-owned subsidiary of the Company wassold to the Company’s former Chief Executive Officer for $1. From December 1,2008 the Company deconsolidated its subsidiary. The Statement of Stockholders’Equity was retroactively restated to account for the deconsolidation of i-LevelSystems and the reversal of reverse merger accounting. Since December 1, 2008the Company has had no operations.

Our auditors haveissued a going concern opinion. This means that there is substantial doubt thatwe can continue as an on-going business for the next twelve months unless weobtain additional capital to pay our bills. This is because we have notgenerated any revenues and no revenues are anticipated until we acquire abusiness. There is no assurance we will ever acquire a suitable business. We donot have sufficient funds to maintain our operations for the next 12 months. 

We do not intendto hire additional employees at this time. All of the search for any businessopportunity will be conducted by our sole officer and director and consultantshe may hire to seek a new business venture.

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- 4 -

**Milestones**

The following areour milestones: (i) complete due diligence onbusinesses in the social networking, digital media and mobile communicationssectors; (2) complete the acquisition of the selected business; (3) finance itsdevelopment or further its growth; and (4) generate revenues and profitstherefrom.

**Need forAdditional Capital**

There is nohistorical financial information about us upon which to base an evaluation ofour performance. We are a shell company and are not generating any revenuesfrom operations. At the present time, we are focusing on obtaining sufficientfinancing to be able to recommence operations in the social networking, digitalmedia and mobile communications area. We have no assurance that futurefinancing will be available to us on acceptable terms. If financing is notavailable on satisfactory terms, we may be unable to continue, develop orexpand our operations. Additional equity financing could result in additionaldilution to our existing shareholders. 

**Year ended December31, 2011 and 2010**

The followingtable sets forth certain financial information relating to our operations the yearsended December 31, 2011 (“2011”) and December 31, 2010 (“2010”). The financialinformation presented has been derived from the audited financial statementsincluded under Item 8 in this Form 10-K. 

The followingdiscussion should be read in conjunction with the audited financial statements(including the notes thereto) included under Item 8 in this Form 10-K.

***Revenue***

Our initialoperations included the acquisition and exploration of mineral resources. Wechanged our primary business to developing and operating a proprietary, digitalmedia network service in the transportation segment of the outdoor advertisingmarket in China until we ceased operations on December 1, 2008 and isconsidered a discontinued operation. As of December 1, 2008 we did not have anyrevenues or a business to generate revenues. 

***Operating Expenses***

Our initialoperations included the acquisition and exploration of mineral resources. Wechanged our primary business to that of developing and operating a proprietary,digital media network service in the transportation segment of the outdooradvertising market in China until we ceased operations on December 1, 2008 andis considered a discontinued operation. Our ongoing expenses are solely relatedto being a public company, now a shell public company.

Expenses relating  to ongoing operations include interest expense,  consulting fees, professional fees and general and administrative expenses which  increased by $18,000 to $110,000  (2010 - $92,000).  This increase was a result of having no operations except for being a public  company.

***Net Loss***

The net loss for 2011  included net loss from ongoing operations of $110,000  (2010 - $92,000)  which was made up of general and administrative costs.

**Liquidity andCapital Resources**

Currently, we have  no cash and have not made any arrangements to raise additional cash. We  currently need additional funds and if we are unable to source them we will  either have to suspend operations until we do raise the cash, or cease  operations entirely. As of December 31, 2011, our total assets were $nil and  our total liabilities were $827,000 made up of  accounts payable of $146,000, accrued expenses of $326,000  and notes  payable of $355,000. Our net  working capital deficiency was $827,000.  During 2010 we settled $199,000 of current  liabilities by issuing 70,934 post-consolidation shares.

**Cash toOperating Activities**

During 2011 we used $23,000  due to an increase in accounts payable and accrued liabilities of  $90,000 (2010 - $96,000) and our net loss of  $110,000 (2010 - $92,000). 

**Cash toInvesting Activities**

We had noinvesting activities during 2011 and 2010.

**Cash from FinancingActivities**

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- 5 -

We received a loanof $23,135 which is unsecured, non-interest bearing and due on demand. We didnot generate any funds from financing activities during 2010. 

**OFF BALANCE-SHEET ARRANGEMENTS**

We have not had, and at December 31, 2011, do not have,any off-balance sheet arrangements that have or are reasonably likely to have acurrent or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources that is material to investors.

**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**

Our discussion and analysis of our financial condition and resultsof operations are based upon our financial statements that have been preparedin accordance with generally accepted accounting principles in the UnitedStates of America ("US GAAP"). This preparation requires managementto make estimates and assumptions that affect the reported amounts of assets,liabilities, revenues and expenses, and the disclosure of contingent assets andliabilities. US GAAP provides the framework from which to make these estimates,assumption and disclosures. We choose accounting policies within US GAAP thatmanagement believes are appropriate to accurately and fairly report our operatingresults and financial position in a consistent manner. Management regularlyassesses these policies in light of current and forecasted economic conditions.While there are a number of significant accounting policies affecting ourfinancial statements, we believe the following critical accounting policiesinvolve the most complex, difficult and subjective estimates and judgments:

-  Use of Estimates.

***Use of Estimates***

The preparation of financial statements in accordance with UnitedStates generally accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities at the date of the financial statements and the reported amounts ofrevenue and expenses in the reporting period. We regularly evaluate estimatesand assumptions related to the useful life and recoverability of long-livedassets, stock-based compensation, and deferred income tax asset valuationallowances. We base our estimates and assumptions on current facts, historicalexperience and various other factors that it believes to be reasonable underthe circumstances, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities and the accrual of costsand expenses that are not readily apparent from other sources. The actualresults experienced by us may differ materially and adversely from ourestimates. To the extent there are material differences between the estimatesand the actual results, future results of operations will be affected.

**RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**

There have been norecently issued Accounting Pronouncements that impact us.

**ITEM 7. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not applicable

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- 6 -

**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

The financial statements required by Article 8 of Regulation S-Xfollow:

Reportof Independent Registered Public Accounting Firm 

To the Board of Directors and Stockholdersi-level Media Group, Incorporated

We have audited the accompanying balancesheet of i-level Media Group, Incorporated as of December 31, 2011 and 2010 andthe related statements of operations, stockholders’ equity and cash flows forthe years then ended and for the period from August 23, 2005 (Date ofInception) to December 31, 2011. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audits.

We conducted our audits in accordance withthe standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Company is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of the company’sinternal control over financial reporting. Accordingly, we express no suchopinion. An audit also includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements, assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believethat our audit provide a reasonable basis for our opinion.

In our opinion, the financial statementsreferred to above present fairly, in all material respects, the financialposition of i-level Media Group, Incorporated as of December 31, 2011 and 2010and the results of its operations and its cash flows for the years then endedand for the period from August 23, 2005 (Date of Inception) to December 31,2011 in conformity with accounting principles generally accepted in the UnitedStates.

The accompanying financial statements havebeen prepared assuming that the Company will continue as a going concern. Asdiscussed in Note 1 to the financial statements, the Company has sufferedrecurring losses, had negative cash flows from operations and has ceasedoperations and divested itself of its subsidiaries. All of these factors raisesubstantial doubt about the Company's ability to continue as a going concern.Management's plans in regard to these matters are also described in the Note 1.The financial statements do not include any adjustments that might result fromthe outcome of this uncertainty.

Weaver, Martin & Samyn, LLCKansas City, MOMarch 30, 2012

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- 7 -

i-level  Media Group Incorporated (A Development Stage Company)Balance SheetsAs at December 31, 2011 and 2010

|                                                                                                                                              |   | December 31,      2011      $ |   |   | December 31,      2010      $ |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------|--------|--------|-------------------------------|--------|
|                                                                                                                                              |   |                          |   |   |                          |   |
| Assets                                                                                                                                            |   |                          |   |   |                          |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Current Assets                                                                                                                                    |   |                          |   |   |                          |   |
|      Cash                                                                                                                |   | -                             |   |   | -                             |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Total Assets                                                                                                                                      |   | -                             |   |   | -                             |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Liabilities    and Stockholders’ (Deficit) Equity                                                                                           |   |                          |   |   |                          |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Current Liabilities                                                                                                                               |   |                          |   |   |                          |   |
|      Accounts    payable                                                                                                 |   | 145,822                       |   |   | 149,794                       |   |
|      Accrued expenses (Note 3)                                                                                           |   | 326,011                       |   |   | 251,132                       |   |
|      Notes    payable (Note 4)                                                                                           |   | 355,467                       |   |   | 332,332                       |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Total Current Liabilities                                                                                                                         |   | 827,300                       |   |   | 733,258                       |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Nature and Continuance of Operations (Note    1)                                                                                                  |   |                          |   |   |                          |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Stockholders' Deficit                                                                                                                             |   |                          |   |   |                          |   |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Common Stock, (Notes 6 and 7) 1,000,000,000    shares authorized, $0.001 par value 13,918,825 and 918,825 issued and    outstanding, respectively |   | 13,919                        |   |   | 919                           |   |
| Additional Paid-in Capital                                                                                                                        |   | 4,473,075                     |   |   | 4,473,075                     |   |
| Foreign Currency Translation                                                                                                                      |   | (4,089                        | )      |   | (7,222                        | )      |
| Deficit Accumulated During the    Development Stage                                                                                               |   | (5,310,205                    | )      |   | (5,200,030                    | )      |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Total Stockholders’ Deficit                                                                                                                 |   | (827,300                      | )      |   | (733,258                      | )      |
|                                                                                                                                              |   |                          |   |   |                          |   |
| Total Liabilities and    Stockholders' Deficit                                                                                                    |   | -                             |   |   | -                             |   |

(See accompanying notes to these  financial statements)

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- 8 -

i-level Media Group Incorporated (A  Development Stage Company)  Statements of Operations  For the Years Ended December 31,  2011 and 2010

|                                                                   |   | Accumulated      From    August 23, 2005 (Inception) to      December 31, 2011      $ |   |   | For    the Year      Ended      December 31, 2011      $ |   |   | For    the Year      Ended      December 31, 2010      $ |   |
|------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|--------|--------|----------------------------------------------------------|--------|--------|----------------------------------------------------------|--------|
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Revenue                                                                |   | -                                                                                     |   |   | -                                                        |   |   | -                                                        |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Expenses                                                               |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
|      Consulting    fees – related party |   | 370,080                                                                               |   |   | 48,000                                                   |   |   | 48,000                                                   |   |
|      Professional fees                        |   | 211,927                                                                               |   |   | 15,000                                                   |   |   | -                                                        |   |
|      General and    administrative            |   | 477,659                                                                               |   |   | 7,295                                                    |   |   | 3,902                                                    |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Total Operating Expenses                                               |   | 1,059,666                                                                             |   |   | 70,295                                                   |   |   | 51,902                                                   |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Loss from Operations                                                   |   | (1,059,666                                                                            | )      |   | (70,295                                                  | )      |   | (51,902                                                  | )      |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Other Income (Expense):                                                |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
|      Interest expense, net                    |   | (177,184                                                                              | )      |   | (40,467                                                  | )      |   | (39,880                                                  | )      |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Total Other Income (Expense)                                           |   | (177,184                                                                              | )      |   | (40,467                                                  | )      |   | (39,880                                                  | )      |
| Net Loss    from Continuing Operations                                 |   | (1,236,850                                                                            | )      |   | (110,175                                                 | )      |   | (92,369                                                  | )      |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Extraordinary items:                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Net Loss on Sale    of Subsidiary                                      |   | (1,018,001                                                                            | )      |   | -                                                        |   |   | -                                                        |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Loss Before Discontinued    Operations                                 |   | (2,254,851                                                                            | )      |   | (110,175                                                 | )      |   | (92,369                                                  | )      |
| Discontinued Operations                                                |   | (3,055,354                                                                            | )      |   | -                                                        |   |   | -                                                        |   |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Net Loss                                                               |   | (5,310,205                                                                            | )      |   | (110,175                                                 | )      |   | (92,369                                                  | )      |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Net Loss Per Share - Basic and    Diluted                              |   |                                                                                  |   |   | (.02                                                     | )      |   | (.10                                                     | )      |
|                                                                   |   |                                                                                  |   |   |                                                     |   |   |                                                     |   |
| Weighted Average Number of    Shares Outstanding                       |   |                                                                                  |   |   | 7,045,000                                                |   |   | 896,000                                                  |   |

(See accompanying notes to these financial  statements)

----

 

- 9 -

i-level Media Group Incorporated (A  Development Stage Company)  Statements of Cash Flows  For the Years Ended December 31,  2011 and 2010

|                                                                                                                     |   | Accumulated    from August 23, 2005 (Inception) to December 31, 2011      $ |   |   | For    the Year      Ended      December 31, 2011      $ |   |   | For    the Year      Ended      December 31, 2010      $ |   |
|--------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------|--------|--------|----------------------------------------------------------|--------|--------|----------------------------------------------------------|--------|
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Operating    Activities                                                                                                  |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|      Net loss                                                                                   |   | (2,254,851                                                                  | )      |   | (110,175                                                 | )      |   | (92,369                                                  | )      |
|      Discontinued Operations                                                                    |   | (3,055,354                                                                  | )      |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|      Adjustments    to reconcile net loss to cash                                               |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|           Shares issued for accrued consulting    fees - related party |   | 202,400                                                                     |   |   | -                                                        |   |   | -                                                        |   |
|           Donated    services and expenses                             |   | 20,000                                                                      |   |   |                                                     |   |   |                                                     |   |
|           Loss on sale of subsidiary                                   |   | 1,018,001                                                                   |   |   | -                                                        |   |   | -                                                        |   |
|      Change    in operating assets and liabilities                                              |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|           Increase (decrease) in    accounts payable                   |   | 141,733                                                                     |   |   | (839                                                     | )      |   | (3,297                                                   | )      |
|           Increase    in accrued expenses                              |   | 695,497                                                                     |   |   | 87,879                                                   |   |   | 95,666                                                   |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Net Cash Used in Operating    Activities                                                                                 |   | (3,232,574                                                                  | )      |   | (23,135                                                  | )      |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Investing    Activities                                                                                                  |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Net Cash to Investing Activities                                                                                         |   | -                                                                           |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Financing    Activities                                                                                                  |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|      Proceeds    from notes payable    – related party                                    |   | 370,467                                                                     |   |   | 23,135                                                   |   |   | -                                                        |   |
|      Proceeds from sale    of common stock                                                      |   | 2,862,107                                                                   |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Net Cash Provided by Financing    Activities                                                                             |   | 3,232,574                                                                   |   |   | 23,135                                                   |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Increase in Cash                                                                                                         |   | -                                                                           |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Cash - Beginning of Period                                                                                               |   | -                                                                           |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Cash - End of Period                                                                                                     |   | -                                                                           |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Supplemental    Disclosures:                                                                                             |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|      Interest paid                                                                              |   | 32,452                                                                      |   |   | -                                                        |   |   | -                                                        |   |
|      Income taxes    paid                                                                       |   | -                                                                           |   |   | -                                                        |   |   | -                                                        |   |
|                                                                                                                     |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
| Non-cash    Financing and Investing Activities:                                                                          |   |                                                                        |   |   |                                                     |   |   |                                                     |   |
|      Settlement of    debt with shares                                                          |   | 1,051,634                                                                   |   |   | -                                                        |   |   | -                                                        |   |
|      Accrued    expenses settled in common stock                                                |   | 202,400                                                                     |   |   | 13,000                                                   |   |   | -                                                        |   |

 

----

 

- 10 -

i-Level  Media Group Incorporated (A Development Stage Company)  Statement of Stockholders' Equity  (Deficit)  From August 23, 2005 (Date of  Inception) to December 31, 2011

|                                                                                     |       |   |   |   |       |   |        |   | Accumulated |   |       |   |
|------------------------------------------------------------------------------------------|------------|--------|--------|--------|------------|--------|-------------|--------|-------------|--------|------------|--------|
|                                                                                     |       |   |   |   | Additional |   | Foreign     |   | During the  |   |       |   |
|                                                                                     | Common     |   |   |   | Paid-in    |   | Currency    |   | Development |   |       |   |
|                                                                                     | Stock      |   | Amount |   | Capital    |   | Translation |   | Stage       |   | Total      |   |
|                                                                                     | #          |   | $      |   | $          |   | $           |   | $           |   | $          |   |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Issuance of Shares on August 23,    2005 (Inception)                                     | -          |   | -      |   | -          |   | -           |   | -           |   | -          |   |
|      Issued for cash                                            | 585,714    |   | 586    |   | 3,414      |   | -           |   | -           |   | 4,000      |   |
|      Issued for cash                                            | 243,071    |   | 243    |   | 82,757     |   | -           |   | -           |   | 83,000     |   |
|      Donated Services and Expenses                              | -          |   | -      |   | 5,000      |   | -           |   | -           |   | 5,000      |   |
|      Net Loss for the Period from Operations                    | -          |   | -      |   | -          |   | -           |   | (22,979     | )      | (22,979    | )      |
|      Net Loss for the Period from Discontinued    Operations    | -          |   | -      |   | -          |   | -           |   | (453,691    | )      | (453,691   | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2005                                                              | 828,785    |   | 829    |   | 91,171     |   | -           |   | (476,670    | )      | (384,670   | )      |
|      Donated Services and Expenses                              | -          |   | -      |   | 15,000     |   | -           |   | -           |   | 15,000     |   |
|      Net Loss for the Year From Operations                      | -          |   | -      |   | -          |   | -           |   | (110,918    | )      | (110,918   | )      |
|      Net Loss for the Year From Discontinued    Operations      | -          |   | -      |   | -          |   | -           |   | (388,517    | )      | (388,517   | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2006                                                              | 828,785    |   | 829    |   | 106,171    |   | -           |   | (976,105    | )      | (869,105   | )      |
|      Cancellation of founders shares                            | (585,714   | )      | (586   | )      | 586        |   | -           |   | -           |   | -          |   |
|      Shares issued to acquire    subsidiaries                   | 385,714    |   | 386    |   | 350,467    |   | -           |   | -           |   | 350,853    |   |
|      Shares issued to settle debt                               | 71,429     |   | 71     |   | 499,929    |   | -           |   | -           |   | 500,000    |   |
|      Shares issued to settle debt                               | 14,738     |   | 15     |   | 309,486    |   | -           |   | -           |   | 309,501    |   |
|      Shares issued in a unit private    placement               | 37,143     |   | 37     |   | 1,299,963  |   | -           |   | -           |   | 1,300,000  |   |
|      Shares issued in a unit debt    private placement          | 5,714      |   | 6      |   | 199,994    |   | -           |   | -           |   | 200,000    |   |
|      Shares issued in a private placement                       | 7,653      |   | 8      |   | 374,992    |   | -           |   | -           |   | 375,000    |   |
|      Shares issued in a unit private    placement               | 28,571     |   | 28     |   | 499,972    |   | -           |   | -           |   | 500,000    |   |
|      Shares issued as a finders fee                             | 1,714      |   | 2      |   | 29,898     |   | -           |   | -           |   | 30,000     |   |
|      Capital raising costs                                      | -          |   | -      |   | (30,000    | )      | -           |   | -           |   | (30,000    | )      |
|      Shares issued pursuant to a    financial services contract | 14,286     |   | 14     |   | 172,486    |   | -           |   | -           |   | 172,500    |   |
|      Shares issued in a unit private    placement               | 35,714     |   | 36     |   | 499,964    |   | -           |   | -           |   | 500,000    |   |
|      Capital raising costs                                      | -          |   | -      |   | (69,894    | )      | -           |   | -           |   | (69,894    | )      |
|      Net Loss for the Year From Operations                      | -          |   | -      |   | -          |   | -           |   | (435,720    | )      | (435,720   | )      |
|      Net Loss for the Year From Discontinued    Operations      | -          |   | -      |   | -          |   | -           |   | (1,639,214  | )      | (1,639,214 | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance – December 31, 2007                                                        | 845,747    |   | 846    |   | 4,244,014  |   | -           |   | (3,051,039  | )      | 1,193,921  |   |
|      Shares issued to settle debt                               | 2,143      |   | 2      |   | 29,998     |   | -           |   | -           |   | 30,000     |   |
|      Net Loss for the Year From Operations                      | -          |   | -      |   | -          |   | -           |   | (1,340,475  | )      | (1,340,475 | )      |
|      Net Loss for the Year From Discontinued    Operations      | -          |   | -      |   | -          |   | -           |   | (573,932    | )      | (573,932   | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2008                                                              | 847,891    |   | 848    |   | 4,274,012  |   | -           |   | (4,965,446  | )      | (690,586   | )      |
|      Net Loss for the Year                                      | -          |   | -      |   | -          |   | -           |   | (142,214    | )      | (142,214   |   |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2009                                                              | 847,891    |   | 848    |   | 4,274,012  |   | -           |   | (5,107,660  | )      | (832,800   | )      |
|      Shares issued to settle debt                               | 42,857     |   | 43     |   | 149,957    |   | -           |   | -           |   | 150,000    |   |
|      Shares issued to settle debt                               | 28,077     |   | 28     |   | 49,106     |   | -           |   | -           |   | 49,133     |   |
|      Foreign currency translation                               |       |   |   |   |       |   | (7,222      | )      | -           |   | (7,222     | )      |
|      Net Loss for the Year                                      | -          |   | -      |   | -          |   | -           |   | (92,369     | )      | (92,369    | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2010                                                              | 918,825    |   | 919    |   | 4,473,075  |   | (7,222      | )      | (5,200,030  | )      | (733,258   | )      |
|      Shares issued to settle debt                               | 13,000,000 |   | 13,000 |   | -          |   |        |   | -           |   | 13,000     |   |
|      Foreign currency translation                               |       |   |   |   |       |   | 3,133       |   | -           |   | 3,133      |   |
|      Net Loss for the Year                                      | -          |   | -      |   | -          |   |        |   | (110,175    | )      | (110,175   | )      |
|                                                                                     |       |   |   |   |       |   |        |   |        |   |       |   |
| Balance - December 31, 2011                                                              | 13,918,825 |   | 13,919 |   | 4,473,075  |   | (4,089      | )      | (5,310,205  | )      | (827,300   | )      |

----

 

- 11 -

i-Level MediaGroup Incorporated (A Development Stage Company)Notes toFinancial Statements

| 1. | Natureof Operations, Continuance of Business and Presentation |
|----|---------------------------------------------------------------|

|   | TheCompany was incorporated in the State of Nevada on August 23, 2005 under thename Jackson Ventures, Inc. The Company's initial operations included theacquisition and exploration of mineral resources. Management changed itsprimary business to that of developing and operating a proprietary, digitalmedia network service in the transportation segment of the outdoor advertisingmarket in China. On January 29, 2007 the Company entered into a Share ExchangeAgreement to acquire the business of i-Level Media Systems Limited (“i-LevelSystems”), a limited liability Company incorporated on May 23, 2003 under theInternational Business Act of the British Virgin Islands. I‐Level Systemsowns 100% of i-Level SoftComm (Shanghai) Company Ltd. (“i-Level SoftComm”), awholly foreign owned enterprise formed under the laws of the People's Republicof China (the “PRC”) on August 12, 2004. i-Level SoftComm was a developmentstage company devoting substantially all of its efforts to establishing a newbusiness in the PRC, which involved selling out-of-home video advertisingtimeslots on its network of flat-panel video advertising display unitsinstalled in taxis. The acquisition of i-Level Systems was completed on March20, 2007. See Note 7 for full disclosure of this transaction and relatedfinancing transactions. As control of the Company transferred to theshareholders of i-Level Systems on March 20, 2007 this acquisition wasconsidered a recapitalization of i-Level Systems. The acquisition was accountedfor using reverse merger accounting rules whereby the historical operations ofi-Level Systems constituted the reported numbers prior to March 20, 2007 andthe combined operations of the Company and i-Level Systems were reported fromMarch 20, 2007 to December 1, 2008. On December 1, 2008 i-Level SoftComm ceasedoperations and its business was wound-up. Also on December 1, 2008 i-LevelSystems, the parent company of i-Level SoftComm and a wholly-owned subsidiaryof the Company was sold to the Company’s former Chief Executive Officer for $1.From December 1, 2008 the Company deconsolidated its subsidiary and reported aloss on discontinued operations of $573,932 and upon wind-up recorded a gain of$596,799 and upon sale recorded a loss of $1,614,800. The comparative balance sheetincluded the accounts of i-Level Systems and i-Level SoftComm. The Statement ofStockholders’ Equity was retroactively restated to account for thedeconsolidation of i-Level Systems and the reversal of reverse mergeraccounting. Since December 1, 2008 the Company has no operations. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | OnJuly 8, 2011 the Company effected a reverse stock split on a one new share forseventy old shares basis. As a result of the reverse split, the Company’sauthorized share capital decreased from 1,025,000,000 shares of common stock to14,642,857 shares of common stock On the date of recordthere were 64,317,715 shares issued and outstanding. Upon consolidation therewere 918,825 shares issued and outstanding. This consolidation has been appliedretroactively to restate all share and per share amounts. On July 27, 2011, the Board of Directors approved an amendment toits articles of incorporation to increase the number of our authorized commonstock to 1,000,000,000 shares which became effective March 13, 2012. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | OnJuly 13, 2011 the Company settled $13,000 of debt owing to the Chief ExecutiveOfficer and issued 13,000,000 post-consolidation shares at $.001 per share. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | These financial  statements have been prepared on a going concern basis, which implies the  Company will continue to realize its assets and discharge its liabilities in  the normal course of business. The Company had not generated revenues since  inception and currently has no revenue generating operations. The Company has  not paid dividends, and is unlikely to pay dividends in the immediate or  foreseeable future. The continuation of the Company as a going concern is  dependent upon the ability of the Company to reorganize its share capital,  obtain equity financing and secure new business operations. As at December 31,  2011, the Company had no assets and debt of $827,299  and had accumulated losses of $5,310,205 since  inception. These factors raise substantial doubt regarding the Company's  ability to continue as a going concern. These financial statements do not  include any adjustments to the recoverability and classification of recorded  asset amounts and classification of liabilities that might be necessary should  the Company be unable to continue as a going concern. At  the present time, the Company is focusing on obtaining sufficient financing to  be able to recommence operations in the social networking, digital media and  mobile communications area. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | Summary of Significant Accounting Policies |
|----|--------------------------------------------|

----

 

- 12 -

|   | *Reclassification* |
|--------|--------------------|

|   | Certain reclassifications have been made to make 2010 amounts conform to2011 classifications for comparative purposes. |
|--------|------------------------------------------------------------------------------------------------------------------------|

|   | *Fair Value* |
|--------|--------------|

|   | The Company complies with the provisions of ASC 820, *“Fair ValueMeasurements and Disclosures”* (“ASC 820”), which defines fair value,establishes a framework for measuring fair value and expands disclosures aboutfair value measurements required under other accounting pronouncements. SeeNote xx. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Use of Estimates* |
|--------|--------------------|

|   | The preparation of financial statementsin accordance with United States generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financial statements andthe reported amounts of revenue and expenses in the reporting period. TheCompany regularly evaluates estimates and assumptions related to stock-basedcompensation, and deferred income tax asset valuation allowances. The Companybases its estimates and assumptions on current facts, historical experience andvarious other factors that it believes to be reasonable under thecircumstances, the results of which form the basis for making judgments aboutthe carrying values of assets and liabilities and the accrual of costs and expensesthat are not readily apparent from other sources. The actual resultsexperienced by the Company may differ materially and adversely from theCompany’s estimates. To the extent there are material differences between theestimates and the actual results, future results of operations will beaffected. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Cash and Cash Equivalents* |
|--------|-----------------------------|

|   | Cash and cash equivalents include cashon deposit in overnight deposit accounts and investments in money marketaccounts. |
|--------|-------------------------------------------------------------------------------------------------------------------------|

|   | *Financial Instruments* |
|--------|-------------------------|

|   | The Company has financial instrumentswhereby the fair value of the financial instruments could be different fromthat recorded on a historical basis in the accompanying balance sheets. TheCompany's financial instruments consist of accounts payable, accruedliabilities, and notes payable. The carrying amounts of the Company's financialinstruments approximate their fair values as of December 31, 2011 and 2010 dueto their short-term nature. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Income Taxes* |
|--------|----------------|

|   | The Company follows ASCsubtopic 740-10 (formerly Statement of Financial Accounting Standard No. 109,“Accounting for Income Taxes”) for recording the provision for income taxes.ASC 740-10 requires the use of the asset and liability method of accounting forincome taxes. Under the asset and liability method, deferred tax assets andliabilities are computed based upon the difference between the financialstatement and income tax basis of assets and liabilities using the enactedmarginal tax rate applicable when the related asset or liability is expected tobe realized or settled. Deferred income tax expenses or benefits are based onthe changes in the asset or liability each period. If available evidencesuggests that it is more likely than not that some portion or all of thedeferred tax assets will not be realized, a valuation allowance is required toreduce the deferred tax assets to the amount that is more likely than not to berealized. Future changes in such valuation allowance are included in theprovision for deferred income taxes in the period of change. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Deferred income taxes mayarise from temporary differences resulting from income and expense itemsreported for financial accounting and tax purposes in different periods.Deferred taxes are classified as current or non-current, depending on theclassification of assets and liabilities to which they relate. Deferred taxesarising from temporary differences that are not related to an asset orliability are classified as current or non-current depending on the periods inwhich the temporary differences are expected to reverse. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Stock-based Compensation* |
|--------|----------------------------|

|   | The Company accounts for stock-basedcompensation under ASC Topics 718 and 505, formerly SFAS No. 123R, "Stock-BasedPayment” and SFAS No. 148, ‘”Accounting for Stock-Based Compensation -Transition and Disclosure - An amendment to SFAS No. 123.” These standardsdefine a fair value based method of accounting for stock-based compensation.These standards define a fair- value- based method of accounting for stock-basedcompensation. In accordance with ASC, the cost of stock-based compensation is measuredat |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

 

- 13 -

|   | the grant date based on the value of the award and is recognized over thevesting period. The value of the stock-based award is determined using theBlack-Scholes option-pricing model, whereby compensation cost is the excess ofthe fair value of the award as determined by the pricing model at the grantdate or other measurement date over the amount that must be paid to acquire thestock. The resulting amount is charged to expense on the straight-line basisover the period in which the Company expects to receive the benefit, which isgenerally the vesting period. During the year ended December 31, 2011, theCompany recognized stock-based compensation of $0 and $0, respectively. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Basic and Diluted Net Income (Loss)Per Share* |
|--------|------------------------------------------------|

|   | Net loss per share is computed inaccordance with ASC subtopic 260-10. The Company presents basic loss per share(“EPS”) and diluted EPS on the face of its statements of operations. Basic EPSis computed by dividing reported earnings by the weighted average sharesoutstanding. Diluted EPS is computed by adding to the weighted average sharesthe dilutive effect if common stock was issued upon the exercise of stockoptions and warrants. For the years ended December 31, 2011 and 2010, thedenominator in the diluted EPS computation is the same as the denominator forbasic EPS due to the anti-dilutive effect of outstanding warrants on theCompany’s net loss. Total potentially dilutive common share equivalentsrelating to stock purchase warrants issued, as at December 31, 2011 and 2010,is 0 and 0, respectively. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *Recent Pronouncements* |
|--------|-------------------------|

|   | In December 2010, theFinancial Accounting Standards Board (FASB) issued Accounting Standards UpdateNo. 2010-29, “Business Combinations (Topic 805): Disclosures of SupplementaryPro Forma Information for Business Combinations” (ASU 2010-29), which specifiesthat pro forma disclosures for business combinations are to be reported as ifthe business combinations that occurred during the current year had occurred asof the beginning of the comparable prior annual reporting period. The pro formadisclosures must also include a description of material, nonrecurring pro formaadjustments. ASU 2010-29 is effective for business combinations with anacquisition date of January 1, 2011 or later. Adoption of the new requirementdid not have an effect on the Company’s financial position, results ofoperations or cash flows. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Other recent accountingpronouncements issued by the FASB (including its Emerging Issues Task Force),the AICPA, and the SEC did not or are not believed by management to have amaterial impact on the Company's present or future financial statements. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | *International FinancialReporting Standards* |
|--------|----------------------------------------------|

|   | In November 2008, theSecurities and Exchange Commission (“SEC”) issued for comment a proposedroadmap regarding potential use of financial statements prepared in accordancewith International Financial Reporting Standards (“IFRS”) as issued by theInternational Accounting Standards Board. Under the proposed roadmap, theCompany would be required to prepare financial statements in accordance withIFRS in fiscal year 2014, including comparative information also prepared underIFRS for fiscal 2013 and 2012. The Company is currently assessing the potentialimpact of IFRS on its financial statements and will continue to follow theproposed roadmap for future developments. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Accrued  Expenses |
|----|-------------------|

|   |                                     |   | December 31, 2011$ |   |   | December 31,  2010$ |   |
|--------|------------------------------------------|--------|-------------------------|--------|--------|---------------------|--------|
|   |                                     |   |                    |   |   |                |   |
|   | Accounts Payable                         |   |                    |   |   |                |   |
|   | Accrued consulting fees                  |   | 44,000                  |   |   | 44,000              |   |
|   | Accrued interest on loans                |   | 148,611                 |   |   | 108,732             |   |
|   | Accrued wages to former senior officers  |   | 30,400                  |   |   | 30,400              |   |
|   | Accrued remuneration to officer/director |   | 103,000                 |   |   | 68,000              |   |
|   |                                     |   | 326,011                 |   |   | 251,132             |   |

| 4. | Notes  Payable |
|----|----------------|

|   | Related Party -  In March and April, 2008  $347,332 was loaned to the Company by family members of the two former senior  officers and directors of the Company. These loans are unsecured; bear interest  at 12% per annum and due on demand. On May 12, 2010, the Company settled  $15,000 of this debt plus $3,733 of accrued interest by issuing 10,705  post-consolidation shares. As at December 31, 2011 there was accrued interest  of $148,611 owing.  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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- 14 -

|   | Non-related Party - During  2011 the Company received non-interest bearing loans of $23,135. |
|--------|----------------------------------------------------------------------------------------------|

| 5. | Common Stock |
|----|--------------|

|   | OnJuly 8, 2011 the Company completed a reverse stock split on a one new share forseventy old shares basis. As a result of the reverse split, the Company’sauthorized share capital decreased from 1,025,000,000 shares of common stock to14,642,857 shares of common stock On the date of recordthere were 64,317,715 shares issued and outstanding. Upon consolidation therewere 918,825 shares issued and outstanding. This consolidation has been appliedretroactively to restate all share and per share amounts. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | On July 27,2011, the Board of Directors approved an amendment to its articles ofincorporation to increase the number of our authorized common stock to1,000,000,000 shares which became effective March 13, 2012. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | OnJuly 13, 2011 the Company settled $13,000 of debt owing to the Chief ExecutiveOfficer and issued 13,000,000 post-consolidation shares at $.001 per share. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | InApril 2010 the Company settled accrued expenses of $150,000 by issuing 42,857post-consolidation shares and accrued wages to a former senior officer of$30,400 by issuing 17,371 post-consolidation shares. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 6. | Stock Options and Warrants Outstanding |
|----|----------------------------------------|

|   | As at December 31, 2011 there were no stock options or warrantsoutstanding. |
|--------|-----------------------------------------------------------------------------|

| 7. | Income Taxes |
|----|--------------|

|   | Potential benefits of incometax losses are not recognized in the accounts until realization is more likelythan not. Pursuant to ASC 740 the Company is required to compute tax assetbenefits for net operating losses carried forward. Potential benefit of net operatinglosses have not been recognized in these financial statements because theCompany cannot be assured it is more likely than not it will utilize the netoperating losses carried forward in future years. As the criteria forrecognizing future income tax assets have not been met due to the uncertaintyof realization, a valuation allowance of 100% has been recorded for the currentand prior year. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The components of thenet deferred tax asset at December 31, 2011 and 2010 and the effective tax rateand the estimated amount of the valuation allowance are scheduled below: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                     |   | December 31,2011  $ |   |   | December 31,  2010  $ |   |
|--------|------------------------------------------|--------|---------------------|--------|--------|-----------------------|--------|
|   | Cumulative Combined Net Operating Losses |   |                |   |   |                  |   |
|   | Cumulative Combined Net Operating Losses |   | 2,031,000           |   |   | 1,918,000             |   |
|   | Effective Tax Rate                       |   | 34%                 |   |   | 34%                   |   |
|   | Deferred Tax Asset                       |   | 691,000             |   |   | 652,000               |   |
|   | Valuation Allowance                      |   | (691,000)           |   |   | (652,000)             |   |
|   | Net Deferred Tax Asset                   |   | -                   |   |   | -                     |   |

| 8. | Fair ValueMeasurements |
|----|------------------------|

|   | TheCompany adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair valueof certain of its financial assets required to be measured on a recurringbasis. The adoption of ASC Topic 820-10 did not impact the Company’s financialcondition or results of operations. ASC Topic 820-10 establishes a fair valuehierarchy that prioritizes the inputs to valuation techniques used to measurefair value. The hierarchy gives the highest priority to unadjusted quotedprices in active markets for identical assets or liabilities (Level 1measurements) and the lowest priority to unobservable inputs (Level 3measurements). ASC Topic 820-10 defines fair value as the price that would bereceived to sell an asset or paid to transfer a liability in an orderlytransaction between market participants on the measurement date. A fair valuemeasurement assumes that the transaction to sell the asset or transfer theliability occurs in the principal market for the asset or liability. The threelevels of the fair value hierarchy under ASC Topic 820-10 are described below: |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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- 15 -

|   | Level1 – Valuations based on quoted prices in active markets for identical assets orliabilities that an entity has the ability to access. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Level2 – Valuations based on quoted prices for similar assets and liabilities inactive markets, quoted prices for identical assets and liabilities in marketsthat are not active, or other inputs that are observable or can be corroboratedby observable data for substantially the full term of the assets orliabilities. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Level3 – Valuations based on inputs that are supportable by little or no market activityand that are significant to the fair value of the asset or liability. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | TheCompany has no level 3 assets or liabilities. |
|--------|--------------------------------------------------|

|   | The following tablepresents a reconciliation of all assets and liabilities measured at fair valueon a recurring basis as of December 31, 2010: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                             |   | Level 1 $ |   |   | Level 2 $ |   |   | Level 3 $ |   |   | Total $ |   |
|--------|----------------------------------|--------|----------------|--------|--------|----------------|--------|--------|----------------|--------|--------|--------------|--------|
|   | Assets:                          |   | -              |   |   | -              |   |   | -              |   |   | -            |   |
|   | Liabilities:                     |   |           |   |   |           |   |   |           |   |   |         |   |
|   |    Accounts  payable   |   | -              |   |   | 149,794        |   |   | -              |   |   | 149,794      |   |
|   |    Accrued  expenses   |   | -              |   |   | 251,132        |   |   | -              |   |   | 251,132      |   |
|   |    Notes  payable |   | -              |   |   | 332,332        |   |   | -              |   |   | 332,332      |   |

|   | The followingtable presents a reconciliation of all assets and liabilities measured at fairvalue on a recurring basis as of December 31, 2011: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                           |   | Level 1 $ |   |   | Level 2 $ |   |   | Level 3 $ |   |   | Total $ |   |
|--------|--------------------------------|--------|----------------|--------|--------|----------------|--------|--------|----------------|--------|--------|--------------|--------|
|   | Assets:                        |   | -              |   |   | -              |   |   | -              |   |   | -            |   |
|   | Liabilities:                   |   |           |   |   |           |   |   |           |   |   |         |   |
|   |    Accounts  payable |   | -              |   |   | 145,821        |   |   |           |   |   | 145,821      |   |
|   |    Accrued  expenses |   | -              |   |   | 326,011        |   |   | -              |   |   | 326,011      |   |
|   |    Notes payable     |   | -              |   |   | 355,467        |   |   | -              |   |   | 355,467      |   |

**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE**

We have had no disagreements with our independent registered publicaccountants with respect to accounting practices or procedures or financialdisclosure.

**ITEM 9a. CONTROLS ANDPROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

Francis Chiew, who is both our chief executive officer and our chieffinancial officer, is responsible for establishing and maintaining ourdisclosure controls and procedures.  Disclosure controls andprocedures means controls and other procedures that are designed to ensure thatinformation we are required to disclose in the reports that we file or submitunder the Securities Exchange Act of 1934 is recorded, processed, summarizedand reported within the time periods specified in the Securities and ExchangeCommission’s rules and forms, and to ensure that information required to bedisclosed by us in those reports is accumulated and communicated to the ourmanagement, including our principal executive and principal financial officers,or persons performing similar functions, as appropriate to allow timelydecisions regarding required disclosure.  Our chief executive officerand chief financial officer evaluated the effectiveness of our disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934) as of December 31, 2011. Based on thatevaluation it was concluded that our disclosure controls and procedures wereeffective as of December 31, 2011.

***Changes in internal controls***

There were no changes in our internal controls over financialreporting that occurred during the quarter ended December 31, 2011 that havematerially affected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.

----

 

- 16 -

***Management's Report on Internal Control over Financial Reporting***

Our management is responsible for establishing and maintainingadequate internal control over financial reporting and for the assessment ofthe effectiveness of internal control over financial reporting.  Asdefined by the Securities and Exchange Commission, internal control overfinancial reporting is a process designed by, or under the supervision of ourprincipal executive officer and principal financial officer and implemented byour Board of Directors, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof our financial statements in accordance with U.S. generally acceptedaccounting principles.

Our internal control overfinancial reporting includes those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail,  accurately and fairly reflect the transactions and dispositions of our  assets;
- provide reasonable assurance that transactions are recorded as  necessary to permit preparation of financial statements in accordance with  U.S. generally accepted accounting principles, and that receipts and  expenditures are being made only in accordance with authorizations of  management and directors; and
- provide reasonable assurance regarding prevention or timely  detection of unauthorized acquisition, use or disposition of assets that  could have a material effect on the financial statements

Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements.  Also, projectionsof any evaluation of effectiveness to future periods are subject to the riskthat controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2011 we conducted an evaluation, under thesupervision and with the participation of our chief executive officer (our principleexecutive officer) and our chief financial officer (also our principalfinancial and accounting officer) of the effectiveness of our internal controlover financial reporting based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission, or the COSO Framework.  Management's assessmentincluded an evaluation of the design of our internal control over financialreporting and testing of the operational effectiveness of those controls.

Based upon this assessment, management concluded that our internalcontrol over financial reporting was effective.

This annual report does not include an attestation report of ourregistered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by our registeredpublic accounting firm pursuant to temporary rules of the Securities andExchange Commission that permit the company to provide only management’s reportin this annual report.

**ITEM 9B. OTHER INFORMATION**

None.

**PART III**

**ITEM 10. DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**

***Executive Officers andDirectors***

The names, ages, and respective positions of our directors,executive officers, and key employees are set forth below.

| **Name**      | **Age** | **Position Held**                                                               |
|---------------|---------|--------------------------------------------------------------------------------------|
| Francis Chiew | 50      | President, Chief Executive Financial and Accounting Officer,  Secretary and Director |

The following is a description of the businessbackground of our sole director and executive officer as at December 31, 2011:Mr. Chiew served as one of our directors since May 31, 2007 and on August 4,2009 accepted the executive officers positions and sole director. SinceFebruary 2006 to present, Mr. Chiew has served as the Managing Director ofLightship Asia Pacific, LLC (USA) ("LAP") and as a director and theGeneral Manager of two of LAP's joint ventures - China Lightship Leasing Co.(HK) Ltd. ("CLLC") and Beijing Lightship Advertising Co. Ltd("BLAC"). LAP, CLLC and BLAC were formed to establish advertisingopportunities using airships. From 2004 to January 2006, Mr. Chiew served as adirector of FBV Corporation Pte Ltd., a private company with varying

----

 

- 17 -

businessinterests, including electronic product delivery and payment solutions. From2002 to May 2004, Mr. Chiew served as the Director of Business Development -Asia for EPOSS Limited (formerly ROK Group). EPOSS Limited, which subsequentlybecame a subsidiary of Western Union, First Data Corporation, U.S.A., wasprimarily involved with the development of prepayment solutions and systemswithin the banking and telecommunications industries.

Directors serve until our next annual stockholders meeting or untiltheir successors are duly elected and qualified. Officers hold their positionsat the will of the board of directors.

**Significant Employees**

We have nosignificant employees other than the officers and directors described above. We have a separately designated auditcommittee comprised of our sole director whom is not independent. 

**Audit CommitteeFinancial Expert**

Mr. Chiew, oursole officer and director, does not have the qualifications or experience to beconsidered a financial expert. Because of our limited operations, we believethe services of a financial expert are not warranted at this time.

**Code of Ethics**

We have adopted acorporate code of ethics. We believe our code of ethics is reasonably designedto deter wrongdoing and promote honest and ethical conduct; provide full, fair,accurate, timely and understandable disclosure in public reports; comply withapplicable laws; ensure prompt internal reporting of code violations; andprovide accountability for adherence to the code.  

**DisclosureCommittee and Charter**

We have adisclosure committee and disclosure committee charter. A copy of the disclosurecommittee charter is filed as an exhibit to this report. Our disclosurecommittee is comprised of all of our officers and directors. The purpose of thecommittee is to provide assistance to the Chief Executive Officer and the ChiefFinancial Officer in fulfilling their responsibilities regarding theidentification and disclosure of material information about us and theaccuracy, completeness and timeliness of our financial reports. 

**Family Relationships**

None.

**Involvement in CertainLegal Proceedings**

None of our directors, executive officers, significant employee orcontrol persons have been involved in any legal proceeding listed in Item401(f) of Regulation S-K in the past 10 years.

**Compliance with Section 16(A) of the Securities Exchange Act of 1934**

Section 16(a) of the United States Securities andExchange Act of 1934, as amended (the "Exchange Act") requiresofficers, directors and persons who own more than ten percent of a registeredclass of a company's equity securities to file initial reports of beneficialownership and to report changes in ownership of those securities with the SEC.They are also required to furnish the Company with copies of all Section 16(a)forms they file.

Based solely on our review of these reports or writtenrepresentations from certain reporting persons, we believe that during thefiscal year ended December 31, 2011 and during the current fiscal year, allfiling requirements applicable to our officers, directors,greater-than-ten-percent beneficial owners and other persons subject to Section16(a) of the Exchange Act were met.

**ITEM 11.              EXECUTIVE COMPENSATION**

***Summary Compensation Table***

The following table setsforth the compensation earned by Executive Officers during the last two fiscalyears.

----

 

- 18 -

| **Name and PrincipalPosition**                                                | **Year** | **Salary ($)** | **Bonus  ($)** | **Stock  Awards  ($)** | **Option  Awards  ($)** | **Non-Equity Incentive Plan Compen-sation  ($)** | **Nonqualified Deferred Compensation  Earnings  ($)** | **All Other Compen-sation  ($)** | **Total  ($)** |
|-------------------------------------------------------------------------------|----------|---------------------|----------------|------------------------|-------------------------|--------------------------------------------------|-------------------------------------------------------|----------------------------------|----------------|
| Francis Chiew  President, Chief Executive Officer and Chief Financial Officer | 2011     | 48,000              | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                   | Nil                              | 48,000         |
| 2010                                                                          | 48,000   | Nil                 | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                   | 48,000                           |

**Outstanding Equity Awards**

There are no outstanding equity awards. We do not maintain any plans in respect of the retirement of our directorsand executive officers.

**Stock Incentive Plan**

In August 2007, we adopted a 2007 Stock Incentive Plan(the "Plan"). The following summary of the Plan is not complete andis qualified in its entirety by reference to the Plan. Under the terms of the Plan,an aggregate of 5,000,000 shares of our common stock may be granted to ourdirectors, officers, employees and consultants in the form of options, stockappreciation rights, restricted stock, units or other similar rights. Themaximum number of shares that maybe granted to any eligible participant in anycalendar year cannot exceed 2,500,000 shares. The Plan is administered by acommittee consisting of two or more independent directors that have exclusivepower and authority over the Plan, including in respect of, among other things:(i) interpreting the Plan, (ii) determining eligible participants, and (iii)determining the extent of awards made under the Plan, and the terms andconditions thereof and the agreements relating to the awards made. The determinationsof the Plan administrator shall be conclusive and binding.

**OutstandingEquity Awards**

As at December31, 2011, there were no unexercised options, stock that had not vested oroutstanding equity incentive plan awards with respect to any of our officers ordirectors.

**Compensationof Directors**

We did not payour director any fees or other compensation for acting as a director during ourfiscal year ended December 31, 2011.  

**ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS**

The following table sets forth certain informationconcerning the number of shares of our common stock owned beneficially as of March30, 2012 by: (i) each person (including any group) known to us to own more than5% of any class of our voting securities, (ii) each of our directors, (iii)each of our officers and (iv) our officers and directors as a group. Except asotherwise indicated, each shareholder listed possess sole voting and investmentpower with respect to the shares shown.

| **Name and address of  beneficial owner**        ***Executive Officers and Directors***                     | **Amount and natureof beneficial ownership***** (1) *** | **Percent of class**(2)****** |
|-----------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|-------------------------------|
| Francis Chiew-  902, B1, KangBao Huayuan, #8 Gongren   Tiyuchang  Donglu, Chaoyand District, Beijing, PRC 100020 | 13,000,000                                                        | 93.4%                         |
| All executive officers and directors as a group (1 persons)                                                           | 13,000,000)                                                       | 93.4%                         |

**Changes in Control**

We are unaware of any contract, or other arrangement orprovision of our articles or incorporation or Bylaws, the operation of whichmay at a subsequent date result in a change of control of our company.

**Securities Authorized For Issuance under Compensation Plans**

The table set forth below present’s information relating to ourequity compensation plans as of the date of December 31, 2011:  

----

 

- 19 -

| **Plan Category**                                             | **Number of Securities to be Issued Upon Exercise of Outstanding  Options, Warrants and Rights  (a)** | **Weighted-Average Exercise Price of Outstanding Options, Warrants  and Rights  (b)** | **Number of Securities Remaining Available for Future Issuance Under  Equity Compensation Plans (excluding column (a))** |
|---------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------|
| Equity  Compensation Plans to be Approved by Security Holders | n/a                                                                                                   | n/a                                                                                   | n/a                                                                                                                      |
| Equity  Compensation Plans Not Approved by Security Holders   | n/a                                                                                                   | n/a                                                                                   | n/a                                                                                                                      |

**ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**

***Related Party Transactions***

There are no transactions, since the beginning of ourlast fiscal year, or any currently proposed transactions, in which we were orare to be a participant where the amount involved exceeds the lesser of$120,000 or one percent of the average of our total assets at year-end for eachof the fiscal years since the date of our incorporation, and in which any"related person" had or will have a direct or indirect materialinterest. "Related person" includes:

|   | (a) | anyof our directors or officers; |
|--------|-----|----------------------------------|

|   | (b) | anyperson proposed as a nominee for election as a director; |
|--------|-----|-------------------------------------------------------------|

|   | (c) | anyperson who beneficially owns, directly or indirectly, shares carrying more than10% of the voting rights attached to our outstanding shares of common stock; or |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | anychild, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law ofany of the foregoing persons who has the same house as any of such person. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

***Review,Approval and Ratification of Related Party Transactions***

Our Board of Directors has responsibility for establishing andmaintaining guidelines relating to any related party transactions between usand any of our officers or directors. Any conflict of interest between adirector or officer and us must be referred to the non-interested directors, ifany, for approval. We intend to adopt written guidelines for the board ofdirectors which will set forth the requirements for review and approval of anyrelated party transactions.

***Director Independence***

We periodically review the independence of each director. Pursuantto this review, our directors and officers, on an annual basis, are required tocomplete a detailed questionnaire to determine if there are any transactions orrelationships between any of the directors or officers (including immediatefamily and affiliates) and us. If any transactions or relationships exist, we thenconsider whether such transactions or relationships are inconsistent with adetermination that the director is independent.

***Conflicts Relating to Officers and Directors***

To date, we do not believe that there are any conflicts of interestinvolving our officers or directors. With respect to transactions involvingreal or apparent conflicts of interest, we have adopted policies and procedureswhich require that: (i) the fact of the relationship or interest giving rise tothe potential conflict be disclosed or known to the directors who authorize orapprove the transaction prior to such authorization or approval, (ii) thetransaction be approved by a majority of our disinterested outside directors,and (iii) the transaction be fair and reasonable to us at the time it isauthorized or approved by our directors.

----

 

- 20 -

**ITEM 14. PRINCIPALACCOUNTANT FEES AND SERVICES**

The following is a summary of the fees billed to us by Weaver,Martin & Samyn LLP for professional services rendered for the fiscal yearsended December 31, 2011 and 2010:

| **Fee Category**   |   | **2011****Fees** |   |   | **2010****Fees** |   |
|--------------------|--------|------------------|--------|--------|------------------|--------|
| Audit Fees         | $      | -                |   | $      | -                |   |
| Audit-Related Fees |   | -                |   |   | -                |   |
| Tax Fees           |   | -                |   |   | -                |   |
| All Other Fees     |   | -                |   |   | -                |   |
| Total Fees         | $      | -                |   | $      | -                |   |

**Audit Fees** consist of fees billed forprofessional services rendered for the audit of our company’s financialstatements and review of our interim financial statements included in quarterlyreports and services that are normally provided by Weaver, Martin & SamynLLP in connection with statutory and regulatory filings or engagements.

**Audit Related Fees** consist of feesbilled for assurance and related services that are reasonably related to theperformance of the audit or review of our financial statements and are notreported under "Audit Fees".

**Tax Fees** consist of fees billed forprofessional services for tax compliance, tax advice and taxplanning.  

**All Other Fees** consist of fees forproducts and services other than the services reported above. There were nomanagement consulting services provided in fiscal 2011 or 2010.

***Pre-Approval Policies and Procedures***

We currently do not have a designated Audit Committee, andaccordingly, our Board of Directors' policy is to pre-approve all audit andpermissible non-audit services provided by the independent auditors. Theseservices may include audit services, audit-related services, tax services andother services. Pre-approval is generally provided for up to one year and anypre-approval is detailed as to the particular service or category of servicesand is generally subject to a specific budget. The independent auditors andmanagement are required to periodically report to the our Board of Directorsregarding the extent of services provided by the independent auditors in accordancewith this pre-approval, and the fees for the services performed to date. OurBoard of Directors may also pre-approve particular services on a case-by-casebasis.

Our Board of Directors has considered whether the provision ofnon-audit services is compatible with maintaining the principal accountant'sindependence.

----

 

- 21 -

**PART IV**

**ITEM 15. EXHIBITS AND FINANCIALSTATEMENT SCHEDULES**

Documents filed as part of this Report are as follows:

1) Financial Statements: The financial statements, related notes andreport of independent registered public accounting firm are included in Item 8of Part II of this 2011 Annual Report on Form 10-K.

2) Financial Statement Schedules: All schedules have been omittedbecause they are not applicable or not required, or the required information isincluded in the financial statements or notes thereto.

3) Exhibits: The required exhibits are included at the end of thisReport and are described in the exhibit index.

**EXHIBIT INDEX**

| Exhibit No. | Description                                                                                                                       |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------|
| 31.1        | Certifications  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002                             |
| 31.2        | Certifications  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002                             |
| 32.1        | Certifications  of Chief Executive Officer and Chief Financial Officer Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 |

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- 22 -

**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized. 

 I-LEVELMEDIA GROUP INCORPORATED

By: 

/s/ FrancisChiew                  President,Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and soledirector Date: March30, 2012

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated. 

By: 

/s/ FrancisChiew                  President,Chief Executive Officer (principal executive officer), Chief Financial Officer(principal financial officer and principal accounting officer), Secretary,Treasurer and sole director Date: March 30, 2012

----