**UNITED STATES  SECURITIES  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, 2008**

 [  ]   TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For  the transition period from ________________ to ________________.

**Commissions  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 Gongren Tiyuchang Donglu, Chaoyand District,  Beijing, PRC 100020   (Address  of Principal Executive Offices including Zip Code)

+86  10-65-911-544.****(Issuer's telephone number, including area code)

**Suite  5B - 98 Liu He Road, Shanghai, PRC, 200001**   (Address  of Former Principal Executive Offices including Zip Code)

+86  10-65-911-544   (Issuer's  former telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  **None**

Securities registered pursuant to Section 12(g) of the Act:  **Common  Stock, $0.001 Par Value** (Title of class)

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

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

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

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

Indicate by check mark if disclosure  of delinquent filers pursuant to Item 405 of Regulation S-K is not contained  herein, and will not be contained, to the best of registrant’s knowledge, in  definitive proxy or information statements incorporated by reference in Part  III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

| Large accelerated filer [  ]                                                        | Accelerated  filer  [  ]       |
|----------------------------------------------------------------------------------------------------|----------------------------------------------------|
| Non-accelerated filer [  ]  (Do not check if a smaller reporting company) | Smaller reporting company  [**X**]  |

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

The aggregate market value of the  voting and non-voting common equity held by non-affiliates computed by  reference to the price at which the common equity was last sold, as of December 19, 2011 was approximately $92,000.

The registrant had 13,918,825 shares  of common stock outstanding as of December 19, 2011. 

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**FORWARD LOOKING STATEMENTS**

This annual report contains forward-looking  statements that involve risks and uncertainties.  Any statements contained  herein that are not statements of historical fact may be deemed to be  forward-looking statements.  In some cases, you can identify  forward-looking statements by terminology such as “may”, “will”, “should”,  “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,  “potential” or “continue”, the negative of such terms or other comparable  terminology.  In evaluating these statements, you should consider various  factors, including the assumptions, risks and uncertainties outlined in this  annual report under “Risk Factors”.  These factors or any of them may  cause our actual results to differ materially from any forward-looking  statement made in this annual report.  Forward-looking statements in this  annual report include, among others, statements regarding:

- our capital needs;
- business plans; and 
- expectations.  

While these forward-looking statements, and any  assumptions upon which they are based, are made in good faith and reflect our  current judgment regarding future events, our actual results will likely vary,  sometimes materially, from any estimates, predictions, projections, assumptions  or other future performance suggested herein.  Some of the risks and assumptions  include:

-  our need for additional    financing;
-  our history of    operating losses;
-  the competitive    environment in which we operate;
- changes in governmental    regulation and administrative practices;
- conflicts of interest    of our directors and officers;
- our ability to fully    implement our business plan;
- our ability to    effectively manage our growth; and
- other regulatory,    legislative and judicial developments.

We advise the reader that these cautionary  remarks expressly qualify in their entirety all forward-looking statements  attributable to us or persons acting on our behalf.  Important factors  that you should also consider, include, but are not limited to, the factors  discussed under “Risk Factors” in this annual report.

The forward-looking statements in  this annual report are made as of the date of this annual report and we do not  intend or undertake to update any of the forward-looking statements to conform  these statements to actual results, except as required by applicable law,  including the securities laws of the United States. 

**AVAILABLE INFORMATION**

I-Level Media Group Incorporated files annual,  quarterly and current reports, proxy statements, and other information with the  Securities and Exchange Commission (the “SEC”).  You may read and copy  documents referred to in this Annual Report on Form 10-K that have been filed  with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W.,  Washington, D.C.  You may obtain information on the operation of the  Public Reference Room by calling the SEC at 1-800-SEC-0330.  You can also  obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

**REFERENCES**

As used in this annual report: (i) the terms “we”, “us”, “our”, “i-Level”  and the “Company” mean I-Level Media Group Incorporated; (ii) “SEC” refers to  the Securities and Exchange Commission; (iii) “Securities Act” refers to the  United 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  otherwise indicated.

__________

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**TABLE  OF CONTENTS**

| ITEM 1.  | BUSINESS.                                                                                                                    | 4  |
|---------------|------------------------------------------------------------------------------------------------------------------------------|----|
| ITEM 1A.      | RISK      FACTORS.                                                                                                           | 5  |
| ITEM 1B       | UNRESOLVED STAFF      COMMENTS.                                                                                              | 7  |
| ITEM 2.       | PROPERTIES.                                                                                                                  | 7  |
| ITEM 3.       | LEGAL PROCEEDINGS.                                                                                                           | 7  |
| ITEM 4.       | SUBMISSION OF MATTERS TO A VOTE OF      SECURITY HOLDERS.                                                                    | 7  |
| ITEM 5.       | MARKET FOR REGISTRANT’S COMMON      EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY      SECURITIES. | 7  |
| ITEM 6.       | SELECTED FINANCIAL      DATA.                                                                                                | 8  |
| ITEM 7.       | MANAGEMENT’S DISCUSSION AND ANALYSIS      OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS.                        | 8  |
| ITEM 7A.      | QUANTITATIVE AND QUALITATIVE      DISCLOSURES ABOUT MARKET RISK.                                                             | 10 |
| ITEM 8.       | FINANCIAL      STATEMENTS.                                                                                                   | 10 |
| ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL      DISCLOSURE.                              | 21 |
| ITEM 9A(T).   | CONTROLS AND      PROCEDURES.                                                                                                | 21 |
| ITEM 9B.      | OTHER INFORMATION.                                                                                                           | 22 |
| ITEM 10.      | DIRECTORS, EXECUTIVE OFFICERS AND      CORPORATE GOVERNANCE.                                                                 | 22 |
| ITEM 11.      | EXECUTIVE      COMPENSATION.                                                                                                 | 25 |
| ITEM 12.      | SECURITY OWNERSHIP OF CERTAIN      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER      MATTERS.                    | 26 |
| ITEM 13       | CERTAIN RELATIONSHIPS AND RELATED      TRANSACTIONS AND DIRECTOR INDEPENDENCE.                                               | 27 |
| ITEM 14.      | PRINCIPAL ACCOUNTING FEES AND      SERVICES.                                                                                 | 27 |
| ITEM 15.      | EXHIBITS.                                                                                                                    | 28 |

__________

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**PART I**

**ITEM  1.                 DESCRIPTION OF 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***

The Company was incorporated in the  State of Nevada on August 23, 2005 under the name Jackson Ventures, Inc. The  Company's initial operations included the acquisition and exploration of  mineral resources. Management changed its primary business to that of  developing and operating a proprietary, digital media network service in the  transportation segment of the outdoor advertising market in China. On January  29, 2007 the Company entered into a Share Exchange Agreement to acquire the  business of i-Level Media Systems Limited (“i-Level Systems”), a limited liability Company incorporated  on May 23, 2003 under the International Business Act of the British Virgin  Islands. I‐Level Systems owns 100% of i-Level SoftComm (Shanghai)  Company Ltd. (“i-Level SoftComm”),  a wholly foreign owned enterprise formed under the laws of the People's  Republic of China (the “PRC”) on August 12, 2004. i-Level  SoftComm was a development stage company devoting  substantially all of its efforts to establishing a new business in the PRC,  which involved selling out-of-home video advertising timeslots on its network  of flat-panel video advertising display units installed in taxis. The  acquisition of i-Level Systems was completed on March  20, 2007.  As control of the Company transferred to the shareholders of i-Level Systems on March 20, 2007 this acquisition was  considered a recapitalization of i-Level Systems. The  acquisition was accounted for using reverse merger accounting rules whereby the  historical operations of i-Level Systems constituted  the reported numbers prior to March 20, 2007 and the combined operations of the  Company and i-Level Systems were reported from March  20, 2007 to December 1, 2008. 

On December 1, 2008 i-Level SoftComm ceased  operations and its business was wound-up. Also on December 1, 2008 i-Level Systems, the parent company of i-Level  SoftComm and a wholly-owned subsidiary of 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 a loss 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  sheet included the accounts of i-Level Systems and i-Level SoftComm. The Statement  of Stockholders’ Equity was retroactively restated to account for the deconsolidation  of i-Level Systems and the reversal of reverse merger  accounting. Since December 1, 2008 the Company has no operations.

In June, 2011 the Company’s Board of  Directors approved a consolidation of its share capital. Each shareholder of  record received 1 share for every 70 shares held. On the date of record there  were 64,317,715 shares issued and outstanding. Upon consolidation there were  918,825 shares issued and outstanding. This consolidation has been applied  retroactively to restate all share and per share amounts.

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, 2008, the Company had a working  capital deficit of $690,587 and had accumulated losses of $4,965,447 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. The Company is currently  sourcing a new business and equity financing to fund a business.

4

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**Employees**

During 2008 we had 15 full-time employees. As  of December 1, 2008, upon ceasing operations in China, the Company had two  employees being the Company’s former senior officers who resigned on August 4,  2009. From August 4, 2009 to current the Company has one employee being the  current Chief Executive Officer, Chief Financial Officer and sole director.

**Subsidiaries**

From March 20, 2007 to December 1, 2008 the  Company had two subsidiaries: i-Level Media Systems  Limited (“i-Level Systems”), a limited liability  Company incorporated on May 23, 2003 under the International Business Act of  the British Virgin Islands. i‐Level Systems  owned 100% of i-Level SoftComm  (Shanghai) Company Ltd. (“i-Level SoftComm”),  a wholly foreign owned enterprise formed under the laws of the People's  Republic of China (the “PRC”) on August 12, 2004. On December 1, 2008 i-Level SoftComm ceased  operations and its business was wound-up. Also on December 1, 2008 i-Level Systems, the parent company of i-Level  SoftComm and a wholly-owned subsidiary of the Company  was sold to the Company’s former Chief Executive Officer for $1.

**Patents and Trademarks**

We have no patents or patents pending. 

**ITEM  1A.  RISK FACTORS**

***An investment in our common stock  involves a number of very significant risks.  You should carefully  consider the following risks and uncertainties in addition to other information  in this annual report in evaluating our company and its business before  purchasing shares of our common stock.  Our business, operating results  and financial condition could be seriously harmed due to any of the following  risks.  The risks described below may not be all of the risks facing our  company.  Additional risks not presently known to us or that we currently  consider immaterial may also impair our business operations.  You could  lose all or part of your investment due to any of these risks.***

**1.*   Our auditors have issued a going concern opinion.***

Our  auditors have issued a going concern opinion. This means that there is  substantial doubt that we can continue operations for the next twelve months. 

**2.  *Our plan of operation is limited to find a business opportunity. As such we  have no plans for revenue generation. Accordingly, you should not expect any  revenues from operations.***

Our plan of  operation is to find a suitable business opportunity.  Accordingly, in the  near-term, we will not generate any revenues as a result of your investment. 

**3.  *We lack an operating history and have losses which we expect to continue  into the future. As a result, we may have to suspend or cease operations.***

To achieve  and maintain profitability and positive cash flow we are dependent upon: 

                *              our ability to locate and acquire a business venture                  *              our ability to finance its development                  *              our ability to generate revenues and profits

Based upon  current plans, we expect to incur operating losses in future periods. This will  happen because there are expenses associated with the search for business  opportunities.  As a result, we may not generate revenues in the future.  Failure to generate revenues will cause us to suspend or cease operations. 

5

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**4.  *Because we are small and do not have much capital, we may have to limit our  activity which may result in a loss of your investment.***

Because we are  small and do not have much capital, we must limit our activity. As such we may  not be able to complete a successful acquisition of a business opportunity.  Without a business venture, we cannot generate revenues and you will lose your  investment. 

**5.  *Because Francis Chiew, our sole officer and  director, has other outside business activities, he will only be devoting 10%  of his time, or four hours per week to our operations, our operations may be  sporadic which may result in periodic interruptions.***

Because  Francis Chiew, our sole officer and director, has  other outside business activities, he will only be devoting 10% of his time, or  eight hours per week, to searching for a business for the Company to acquire.  As a result, our operations may be sporadic and occur at times which are  convenient to Mr. Chiew.  

**6.* If our sole officer and director resigns or dies without having found  replacements our operations will be suspended or cease. If that should occur,  you could lose your investment.***

We have one  officer who is our sole director. We are entirely dependent upon him to conduct  our operations.  If he should resign or die there will be no one to carry  on our operations.  Further, we do not have key person insurance. If that  should occur, until another person is located to run us, our operations will be  suspended or cease entirely. In that event it is possible you could lose your  entire investment.  

**7.   *Because there is a limited public trading market for our common stock,    you may not be able to resell your stock and as a result your investment is    illiquid*.**

There is  currently a limited public trading market for our common stock on the PK Tier  of the Pink OTC Markets.   As a result, your investment is somewhat  illiquid and you may not be able to sell your stock.

**ITEM 1B.  UNRESOLVED STAFF  COMMENTS**

None.

**ITEM 2.  PROPERTIES**

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

**ITEM  3.  LEGAL PROCEEDINGS**

We are not  presently a party to any litigation.

**ITEM  4.                 (Removed and Reserved)**

**PART  II**

**ITEM  5.                 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES**

**Market Information**

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

6

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| **QUARTER ENDED**  | **HIGH BID** | **LOW BID** |
|--------------------|--------------|-------------|
| December 31, 2008  | $1.40        | $0.21       |
| September 30, 2008 | $7.00        | $1.40       |
| June 30, 2008      | $10.50       | $6.30       |
| March 31, 2008     | $14.00       | $7.00       |
| December 31, 2007  | $21.70       | $9.80       |
| September 30, 2007 | $43.40       | $15.40      |
| June 30, 2007      | $102.20      | $35.050     |
| March 31, 2007     | $94.50       | $74.20      |

**Holders**

As of December 19, 2011 we had approximately  1,750 shareholders of record.

**Dividends**

No dividends have been declared or paid on our  common stock.  We have incurred recurring losses and do not currently  intend to pay any cash dividends in the foreseeable future.

There are no  restrictions in our Articles of Incorporation or By-laws that restrict us from  declaring or paying dividends. The Nevada revised Statutes, however, do  prohibit us from declaring dividends where, after giving effect to the  distribution of the dividend (i) we would not be able  to pay our debts as they become due in the usual course of business, or (ii)  our total assets would be less than the sum of our total liabilities, plus the  amount that would be needed to satisfy the rights of shareholders who have  preferential rights superior to those receiving the distribution.

**Securities Authorized  for Issuance under Equity Compensation Plans**

The following table sets  forth information relating to our equity compensation plans as of  December 31, 2008:

| **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 securities reflected in column (a))      (c)** |
|-----------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Equity compensation plans approved      by securityholders (Stock Incentive Plan) | Nil                                                                                                                | Nil                                                                                           | Nil                                                                                                                                                                |
| Equity compensation plans not      approved by securityholders                    | Nil                                                                                                                | Nil                                                                                           | Nil                                                                                                                                                                |
| Totals:                                                                           | Nil                                                                                                                | Nil                                                                                           | Nil                                                                                                                                                                |

**Recent Sales of Unregistered Securities**

On January 4, 2008 we  issued an aggregate of 2,143 post-consolidation common shares to one entity  pursuant to settle $30,000 of debt owing pursuant to an Agreement for services  rendered.  We relied on exemptions from registration under the Securities  Act provided by Rule 506 for U.S. accredited investors. 

**No Repurchases**

Neither we nor any of our affiliates have made  any purchases of our equity securities during the fourth quarter of our fiscal  year ended December 31, 2008.

7

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**ITEM  6.                 SELECTED FINANCIAL DATA**

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

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

The  following discussion of our financial condition, changes in financial  condition, plan of operations and results of operations should be read in  conjunction with (i) our audited financial statements  as at December 31, 2008 and 2007 and (ii) the section entitled “Business”,  included in Item 1 in this Form 10-K Annual Report.  

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

**Plan of  Operations**

On December 1, 2008 i-Level SoftComm ceased  operations and its business was wound-up. Also on December 1, 2008 i-Level Systems, the parent company of i-Level  SoftComm and a wholly-owned subsidiary of 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 a loss 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  sheet included the accounts of i-Level Systems and i-Level SoftComm. The Statement  of Stockholders’ Equity was retroactively restated to account for the  deconsolidation of i-Level Systems and the reversal  of reverse merger accounting. Since December 1, 2008 the Company has no  operations.

Our  auditors have issued a going concern opinion. This means that there is  substantial doubt that we can continue as an on-going business for the next  twelve months unless we obtain additional capital to pay our bills. This is  because we have not generated any revenues and no revenues are anticipated  until we acquire a business. There is no assurance we will ever acquire a  suitable business.  We do not have sufficient funds to maintain our  operations for the next 12 months. 

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

**Milestones**

The  following are our milestones:

                locate and acquire a business  venture                  finance its development                   generate revenues and profits

**Need for  Additional Capital**

There is no  historical financial information about us upon which to base an evaluation of  our performance. We are a development stage corporation and have not generated  any revenues from operations. We cannot guarantee we will be successful in our  business operations. Our business is subject to risks inherent in the  establishment of a new business enterprise, including limited capital  resources.

We have no  assurance that future financing will be available to us on acceptable terms. If  financing is not available on satisfactory terms, we may be unable to continue,  develop or expand our operations. Additional equity financing could result in  additional dilution to our existing shareholders. 

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**Year  ended December 31, 2008 and 2007**

The following table sets forth certain  financial information relating to the Company for the Year ended December 31,  2008 (“2008”) and December 31, 2007 (“2007”). The financial information  presented has been rounded to the nearest thousand $ and is derived from the  audited consolidated financial statements included under Item 8 in this Form  10-K. 

|                                                                 |   | Accumulated      From August 23, 2005 (Inception)      to      December 31,       2008 |   |   | For the      Year      Ended      December 31,       2008 |   |   | For the      Year      Ended      December 31,       2007            (Note 1) |   |
|----------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------|--------|
|                                                                 |   | $                                                                                      |   |   | $                                                         |   |   | $                                                                             |   |
| Revenue                                                              |   | -                                                                                      |   |   | -                                                         |   |   | -                                                                             |   |
| Operating Expenses                                                   |   |                                                                                   |   |   |                                                      |   |   |                                                                          |   |
|      General and administrative             |   | 892,091                                                                                |   |   | 322,474                                                   |   |   | 435,720                                                                       |   |
| Loss from Operations Before Other Items                              |   | (892,091                                                                               | )      |   | (322,474                                                  | )      |   | (435,720                                                                      | )      |
| Gain from Wind-up of Subsidiaries                                    |   | 596,799                                                                                |   |   | 596,799                                                   |   |   | -                                                                             |   |
| Loss on Sale of Subsidiaries                                         |   | (1,614,800                                                                             | )      |   | (1,614,800                                                | )      |   | -                                                                             |   |
| Loss Before Discontinued Operations                                  |   | (1,910,092                                                                             | )      |   | (1,340,475                                                | )      |   | (435,720                                                                      | )      |
| Discontinued Operations                                              |   | (3,055,354                                                                             | )      |   | (573,932                                                  | )      |   | (1,639,214                                                                    | )      |
| Net Loss for the Period                                              |   | (4,965,446                                                                             | )      |   | (1,914,407                                                | )      |   | (2,074,934                                                                    | )      |
| Net Loss Per Share From Operations - Basic  and Diluted              |   |                                                                                   |   |   | (1.58                                                     | )      |   | (0.56                                                                         | )      |
| Net Loss Per Share From Discontinued  Operations - Basic and Diluted |   |                                                                                   |   |   | (0.68                                                     | )      |   | (2.14                                                                         | )      |
| Net Loss Per Share                                                   |   |                                                                                   |   |   | (2.26                                                     | )      |   | (2.70                                                                         | )      |
| Weighted Average Number of Shares Outstanding  - Basic and Diluted   |   |                                                                                   |   |   | 848,000                                                   |   |   | 767,000                                                                       |   |

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

***Revenue***

The Company's initial operations included the  acquisition and exploration of mineral resources. Management changed its  primary business to that of developing and operating a proprietary, digital  media network service in the transportation segment of the outdoor advertising  market in China until this business ceased operations on December 1, 2008 and  is considered a discontinued operation. As of December 1, 2008 the Company does  not have any revenues or a business to generate revenues. 

***Operating Expenses***

The Company's initial operations included the  acquisition and exploration of mineral resources. Management changed its  primary business to that of developing and operating a proprietary, digital  media network service in the transportation segment of the outdoor advertising  market in China until this business ceased operations on December 1, 2008 and  is considered a discontinued operation. The Company’s ongoing expenses are  solely related to being a public company, now a shell public company.

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Expenses relating to ongoing operation are  general and administrative which decreased by $114,000 to $322,000 (2007 -  $436,000). This decrease was a result of higher professional fees incurred to  acquire the digital media business. 

***Gain from Wind-up of Subsidiaries, Loss on Sale  of Subsidiaries, Discontinued Operations***

On December 1, 2008 i-Level  SoftComm ceased operations and its business was  wound-up. Also on December 1, 2008 i-Level Systems,  the parent company of i-Level SoftComm  and a wholly-owned subsidiary of 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 a loss 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.

***Net Loss***

The net  loss for 2008 included: net loss from ongoing operations of $322,000 (2007 -  $436,000) which was made up of general and administrative costs; a gain on  wind-up of subsidiary of $597,000 being the elimination of a net working  capital deficit situation at the subsidiary level; a loss on sale of subsidiary  of $1,615,000 being the net investment in the subsidiary less the proceeds on  sale of $1; and the loss from discontinued operation of $573,932 (2007 -  $1,639,000).

**Liquidity  and Capital 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, 2008, our total assets were $1,000  being cash in the bank and our total liabilities were $691,000 made up of  accounts payable of $344,000 and related party debt of $347,000. Our net  working capital deficiency was $690,000. 

**Cash to Operating Activities**

During 2008 the Company had an increase in  accounts payable of $321,000 which funded ongoing operations and generated  positive $159,000 in operating activities. 

**Cash to  Investing Activities**

During 2008  the Company advanced $507,000 (2007 - $2,596,000) to its operating subsidiaries  prior to them ceasing operations.

**Cash  from Financing Activities**

During 2008  the Company received short-term loans of $347,000 from related parties as  compared to $2,806,000 of net proceeds from issuing equity securities during  2007. 

**Off-Balance Sheet Arrangements**

As of the date of this report, the Company does  not have any off-balance sheet arrangements that have or are reasonably likely  to have a current or future effect on its financial condition, changes of  financial condition, revenues or expenses, results of operations, liquidity,  capital expenditures or capital resources that are material to investors.

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

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

10

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**ITEM 8.               FINANCIAL STATEMENTS**

Report of Independent Registered Public  Accounting Firm 

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

We have  audited the accompanying balance sheet of i-level  Media Group, Incorporated as of December 31, 2008 and 2007 and the related  statements of operations, stockholders’ equity and cash flows for the years  then ended and for the period from August 23, 2005 (Date of Inception) to  December 31, 2008. These financial statements are the responsibility of the  Company’s management. Our responsibility is to express an opinion on these  financial statements based on our audits.

We  conducted our audits in accordance with the standards of the Public Company  Accounting Oversight Board (United States). Those standards require that we  plan and perform the audit to obtain reasonable assurance about whether the  financial statements are free of material misstatement. The Company is not  required to have, nor were we engaged to perform, an audit of its internal  control over financial reporting. Our audit included consideration of internal  control over financial reporting as a basis for designing audit procedures that  are appropriate in the circumstances, but not for the purpose of expressing an  opinion on the effectiveness of the company’s internal control over financial  reporting. Accordingly, we express no such opinion. An audit also includes  examining, on a test basis, evidence supporting the amounts and disclosures in  the financial statements, assessing the accounting principles used and  significant estimates made by management, as well as evaluating the overall  financial statement presentation. We believe that our audit provide a  reasonable basis for our opinion.

In our  opinion, the financial statements referred to above present fairly, in all  material respects, the financial position of i-level  Media Group, Incorporated as of December 31, 2008 and 2007 and the results of  its operations and its cash flows for the years then ended and for the period  from August 23, 2005 (Date of Inception) to December 31, 2008 in conformity  with accounting principles generally accepted in the United States.

The  accompanying financial statements have been prepared assuming that the Company  will continue as a going concern. As discussed in Note 1 to the financial  statements, the Company has suffered recurring losses, had negative cash flows  from operations and has ceased operations and divested itself of its  subsidiaries. All of these factors raise substantial 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 from the outcome of this uncertainty.

Weaver,  Martin & Samyn, LLC  Kansas  City, MO

December 19, 2011

11

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i-level Media Group Incorporated  (A Development Stage Company)   Balance Sheets 

|                                                                                                                                             |   | December 31,       2008       $ |   |   | December 31,            2007       (Note 1)      $ |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|--------|--------|----------------------------------------------------|--------|
| Assets                                                                                                                                           |   |                            |   |   |                                               |   |
| Current Assets                                                                                                                                   |   |                            |   |   |                                               |   |
|      Cash                                                                                                               |   | 691                             |   |   | 455,751                                            |   |
|      Accounts receivable                                                                                                |   | -                               |   |   | 19,774                                             |   |
|      Prepaid expenses and other  current assets                                                                         |   | -                               |   |   | 576,410                                            |   |
| Total Current Assets                                                                                                                             |   | 691                             |   |   | 1,051,935                                          |   |
| Property and Equipment (Note 3)                                                                                                                  |   | -                               |   |   | 1,190,591                                          |   |
| Total Assets                                                                                                                                     |   | 691                             |   |   | 2,242,526                                          |   |
| Liabilities and Stockholders’  (Deficit) Equity                                                                                             |   |                            |   |   |                                               |   |
| Current Liabilities                                                                                                                              |   |                            |   |   |                                               |   |
|      Accounts payable and  accrued liabilities (Note 4)                                                                 |   | 343,945                         |   |   | 570,935                                            |   |
|      Related party loans payable  (Note 5)                                                                              |   | 347,332                         |   |   | 102,166                                            |   |
|      Current portion of capital  lease obligation (Note 3)                                                              |   | -                               |   |   | 2,482                                              |   |
| Total Current Liabilities                                                                                                                        |   | 691,277                         |   |   | 675,583                                            |   |
| Capital Lease Obligation (Note 3)                                                                                                                |   | -                               |   |   | 2,459                                              |   |
| Total Liabilities                                                                                                                                |   | 691,277                         |   |   | 678,042                                            |   |
|      Nature and  Continuance of Operations (Note 1)                                                                     |   |                            |   |   |                                               |   |
|      Commitments (Note 10)                                                                                              |   |                            |   |   |                                               |   |
|      Subsequent Events  (Note 12)                                                                                       |   |                            |   |   |                                               |   |
| Stockholders'  Equity (Deficit) Equity                                                                                                           |   |                            |   |   |                                               |   |
| Common Stock, (Notes 7,8 and 9) 14,642,857  shares authorized, $0.001 par value 847,891 and 845,748 shares issued and  outstanding, respectively |   | 848                             |   |   | 846                                                |   |
| Additional Paid-in Capital                                                                                                                       |   | 4,274,012                       |   |   | 4,244,014                                          |   |
| Other Adjustment                                                                                                                                 |   |                            |   |   | 370,663                                            |   |
| Deficit Accumulated During the Development  Stage                                                                                                |   | (4,965,446                      | )      |   | (3,051,039                                         | )      |
| Total Stockholders' Equity (Deficit)                                                                                                             |   | (690,586                        | )      |   | 1,193,821                                          |   |
| Total Liabilities and Stockholders' Equity                                                                                                       |   | 691                             |   |   | 2,242,526                                          |   |

(See  accompanying notes to these financial statements)

12

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i-level Media Group Incorporated  (A Development Stage Company)   Statements of Operations 

|                                                                 |   | Accumulated      From August 23, 2005 (Inception)      to      December 31,       2008 |   |   | For the      Year      Ended      December 31,       2008 |   |   | For the      Year      Ended      December 31,       2007      (Note 1) |   |
|----------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------|--------|--------|-------------------------------------------------------------------------|--------|
|                                                                 |   | $                                                                                      |   |   | $                                                         |   |   | $                                                                       |   |
| Revenue                                                              |   | -                                                                                      |   |   | -                                                         |   |   | -                                                                       |   |
| Operating Expenses                                                   |   |                                                                                   |   |   |                                                      |   |   |                                                                    |   |
|      General and administrative             |   | 892,091                                                                                |   |   | 322,474                                                   |   |   | 435,720                                                                 |   |
| Loss from Operations Before Other Items                              |   | (892,091                                                                               | )      |   | (322,474                                                  | )      |   | (435,720                                                                | )      |
| Gain from Wind-up of Subsidiaries                                    |   | 596,799                                                                                |   |   | 596,799                                                   |   |   | -                                                                       |   |
| Loss on Sale of Subsidiaries                                         |   | (1,614,800                                                                             | )      |   | (1,614,800                                                | )      |   | -                                                                       |   |
| Loss Before Discontinued Operations                                  |   | (1,910,092                                                                             | )      |   | (1,340,475                                                | )      |   | (435,720                                                                | )      |
| Discontinued Operations                                              |   | (3,055,354                                                                             | )      |   | (573,932                                                  | )      |   | (1,639,214                                                              | )      |
| Net Loss for the Period                                              |   | (4,965,446                                                                             | )      |   | (1,914,407                                                | )      |   | (2,074,934                                                              | )      |
| Net Loss Per Share From Operations - Basic  and Diluted              |   |                                                                                   |   |   | (1.58                                                     | )      |   | (0.56                                                                   | )      |
| Net Loss Per Share From Discontinued  Operations - Basic and Diluted |   |                                                                                   |   |   | (0.68                                                     |   |   | (2.14                                                                   | )      |
| Net Loss Per Share                                                   |   |                                                                                   |   |   | (2.26                                                     | )      |   | (2.70                                                                   | )      |
| Weighted Average Number of Shares Outstanding  - Basic and Diluted   |   |                                                                                   |   |   | 848,000                                                   |   |   | 767,000                                                                 |   |

(See  accompanying notes to these financial statements)

13

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i-level Media Group Incorporated  (A Development Stage Company)   Statements of Cash Flows 

|                                                                                       |   | Accumulated from August 23, 2005      (Inception) to December 31, 2008 |   |   | For the      Year      Ended      December 31, |   |   | For the      Year      Ended      December 31, |   |
|--------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|--------|------------------------------------------------|--------|--------|------------------------------------------------|--------|
|                                                                                       |   |                                                                   |   |   | 2008                                           |   |   | 2007                                           |   |
|                                                                                       |   |                                                                   |   |   |                                           |   |   | (Note 1 )                                      |   |
|                                                                                       |   | $                                                                      |   |   | $                                              |   |   | $                                              |   |
| Operating Activities                                                                       |   |                                                                   |   |   |                                           |   |   |                                           |   |
|      Net loss                                                     |   | (4,965,446                                                             | )      |   | (1,914,407                                     | )      |   | (2,074,934                                     | )      |
|      Adjustments to  reconcile net loss to cash                   |   |                                                                   |   |   |                                           |   |   |                                           |   |
|           Services paid  with shares     |   | 215,229                                                                |   |   | 149,280                                        |   |   | 23,220                                         |   |
|           Gain on  wind-up of subsidiary |   | (596,799                                                               | )      |   | (596,799                                       | )      |   | -                                              |   |
|           Loss on sale  of subsidiary    |   | 1,614,800                                                              |   |   | 1,614,800                                      |   |   | -                                              |   |
|           Discontinued  operations       |   | 2,574,017                                                              |   |   | 573,932                                        |   |   | 1,639,214                                      |   |
|      Change in  operating assets and liabilities                  |   |                                                                   |   |   |                                           |   |   |                                           |   |
|      Accounts  receivable                                         |   | -                                                                      |   |   | 11,813                                         |   |   | (11,813                                        | )      |
|      Increase  in accounts payable and accrued liabilities        |   | 359,045                                                                |   |   | 320,856                                        |   |   | 237,140                                        |   |
| Net Cash Used in Operating Activities                                                      |   | (799,154                                                               | )      |   | 159,475                                        |   |   | (187,393                                       | )      |
| Investing Activities                                                                       |   |                                                                   |   |   |                                           |   |   |                                           |   |
| Advances to subsidiaries  discontinued                                                     |   | (3,102,594                                                             | )      |   | (506,775                                       | )      |   | (2,595,819                                     | )      |
| Net Cash to Investing Activities                                                           |   | (3,102,594                                                             | )      |   | (506,775                                       | )      |   | (2,498,562                                     | )      |
| Financing Activities                                                                       |   |                                                                   |   |   |                                           |   |   |                                           |   |
|      Financing activities of  discontinued operations             |   | -                                                                      |   |   | -                                              |   |   | (24,946                                        | )      |
|      Proceeds from related party  loans                           |   | 347,332                                                                |   |   | 347,332                                        |   |   | -                                              |   |
|      Proceeds from issuance of  common stock                      |   | 3,625,000                                                              |   |   | -                                              |   |   | 2,875,000                                      |   |
|      Capital raising costs                                        |   | (69,893                                                                | )      |   | -                                              |   |   | (69,893                                        | )      |
| Net Cash Provided by Financing Activities                                                  |   | 3,902,439                                                              |   |   | 347,332                                        |   |   | 2,780,161                                      |   |
| Increase (Decrease) in Cash                                                                |   | 691                                                                    |   |   | 32                                             |   |   | (3,051                                         | )      |
| Cash – Beginning of Period Prior to  Deconsolidation                                  |   | -                                                                      |   |   | 659                                            |   |   | 455,751                                        |   |
| Adjustment for Cash Held at Subsidiary Level                                               |   | -                                                                      |   |   | -                                              |   |   | (452,041                                       | )      |
| Cash - Beginning of Period as Restated                                                     |   | -                                                                      |   |   | 659                                            |   |   | 3,710                                          |   |
| Cash - End of Period                                                                       |   | 691                                                                    |   |   | 691                                            |   |   | 659                                            |   |
| Supplemental Disclosures:                                                                  |   |                                                                   |   |   |                                           |   |   |                                           |   |
|      Interest paid                                                |   | 32,452                                                                 |   |   | -                                              |   |   | 32,452                                         |   |
|      Income taxes paid                                            |   | -                                                                      |   |   | -                                              |   |   | -                                              |   |
| Non-cash Financing and Investing  Activities:                                              |   |                                                                   |   |   |                                           |   |   |                                           |   |
|      Assumption of liabilities in reverse merger                  |   | (237,140                                                               | )      |   | -                                              |   |   | (237,140                                       | )      |
|      Settlement of debt with  shares                              |   | 809,501                                                                |   |   | 30,000                                         |   |   | 809,501                                        |   |
|      Financial services contract  paid with shares                |   | 172,500                                                                |   |   | -                                              |   |   | 172,500                                        |   |
|      Capital assets acquired  through capital leases              |   | 6,802                                                                  |   |   | -                                              |   |   | 6,802                                          |   |

(See  accompanying notes to these financial statements)

14

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i-Level Media Group Incorporated  (A Development Stage Company)   Statement of Stockholders' Equity (Note 1)   From August 23, 2005 (Date of Inception) to  December 31, 2008 

|                                                                                   |   |     |   |   |   |   |       |   | Accumulated |   |       |   |
|----------------------------------------------------------------------------------------|--------|----------|--------|--------|--------|--------|------------|--------|-------------|--------|------------|--------|
|                                                                                   |   |     |   |   |   |   | Additional |   | During the  |   |       |   |
|                                                                                   |   | Common   |   |   |   |   | Paid-in    |   | Development |   |       |   |
|                                                                                   |   | Stock    |   |   | Amount |   | Capital    |   | 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   | )      |

(See  accompanying notes to these financial statements)

15

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

|   | The Company was incorporated in the State of      Nevada on August 23, 2005 under the name Jackson Ventures, Inc. The Company's      initial operations included the acquisition and exploration of mineral      resources. Management changed its primary business to that of developing and      operating a proprietary, digital media network service in the transportation      segment of the outdoor advertising market in China. On January 29, 2007 the      Company entered into a Share Exchange Agreement to acquire the business of i-Level Media Systems Limited (“i-Level      Systems”), a limited liability Company incorporated on May 23, 2003 under the      International Business Act of the British Virgin Islands. I‐Level      Systems owns 100% of i-Level SoftComm      (Shanghai) Company Ltd. (“i-Level SoftComm”),      a wholly foreign owned enterprise formed under the laws of the People's      Republic of China (the “PRC”) on August 12, 2004. i-Level      SoftComm was a development stage company devoting      substantially all of its efforts to establishing a new business in the PRC,      which involved selling out-of-home video advertising timeslots on its network      of flat-panel video advertising display units installed in taxis. The      acquisition of i-Level Systems was completed on March      20, 2007. See Note 7 for full disclosure of this transaction and related      financing transactions. As control of the Company transferred to the      shareholders of i-Level Systems on March 20, 2007      this acquisition was considered a recapitalization of i-Level      Systems. The acquisition was accounted for using reverse merger accounting      rules whereby the historical operations of i-Level      Systems constituted the reported numbers prior to March 20, 2007 and the      combined operations of the Company and i-Level      Systems were reported from March 20, 2007 to December 1, 2008. On December 1,      2008 i-Level SoftComm      ceased operations and its business was wound-up. Also on December 1, 2008 i-Level Systems, the parent company of i-Level      SoftComm and a wholly-owned subsidiary of 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 a loss 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      sheet included the accounts of i-Level Systems and i-Level SoftComm. The Statement      of Stockholders’ Equity was retroactively restated to account for the      deconsolidation of i-Level Systems and the reversal      of reverse merger accounting. Since December 1, 2008 the Company has no      operations. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | In June, 2011 the Company’s Board of Directors      approved a consolidation of its share capital. Each shareholder of record      received 1 share for every 70 shares held. On the date of record there were      64,317,715 shares issued and outstanding. Upon consolidation there were 918,825      shares issued and outstanding. This consolidation has been applied      retroactively to restate all share and per share amounts. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 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, 2008, the Company had a working capital deficit      of $690,587 and had accumulated losses of $4,965,447 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. The Company is currently sourcing a new      business and equity financing to fund a business. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

|   | a)  | Use of Estimates |
|--------|----------|------------------|

|   | The preparation of financial statements in      accordance with United States generally accepted accounting principles requires      management to make estimates and assumptions that affect the reported amounts      of assets and liabilities at the date of the financial statements and the      reported amounts of revenue and expenses in the reporting period. The Company      regularly evaluates estimates and assumptions related to stock-based      compensation, deferred income tax asset valuations and loss contingencies. The      Company bases its estimates and assumptions on current facts, historical      experience and various other factors that it believes to be reasonable under      the circumstances, the results of which form the basis for making judgments      about the carrying values of assets and liabilities and the accrual of costs      and expenses that are not readily apparent from other sources. The actual      results experienced by the Company may differ materially and adversely from the      Company's estimates. To the extent there are material differences between the      estimates and the actual results, future results of operations will be      affected. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

16

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|   | b)  | Cash and Cash      Equivalents |
|--------|----------|--------------------------------|

|   | The Company considers all highly liquid      instruments with maturity of three months or less at the time of issuance to be      cash equivalents. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c)  | Property and Equipment |
|--------|----------|------------------------|

|   | Equipment was comprised of flat-panel video      advertising display units and office equipment and during 2007 was presented at      cost less accumulated depreciation and impairment. Depreciation was provided to      write-off the cost of equipment over their estimated useful lives after taking      into account their estimated residual value, using the straight-line method,      over five years after 10% residual value. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d)  | Long-lived Assets |
|--------|----------|-------------------|

|   | In accordance with SFAS No. 144, “Accounting      for the Impairment or Disposal of Long-Lived Assets”, the Company tests      long-lived assets or asset groups for recoverability when events or changes in      circumstances indicate that their carrying amount may not be recoverable.      Circumstances which could trigger a review include, but are not limited to:      significant decreases in the market price of the asset; significant adverse      changes in the business climate or legal factors; accumulation of costs      significantly in excess of the amount originally expected for the acquisition      or construction of the asset; current period cash flow or operating losses      combined with a history of losses or a forecast of continuing losses associated      with the use of the asset; and current expectation that the asset will more      likely than not be sold or disposed significantly before the end of its      estimated useful life. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Recoverability is assessed based on the      carrying amount of the asset and its fair value which is generally determined      based on the sum of the undiscounted cash flows expected to result from the use      and the eventual disposal of the asset, as well as specific appraisal in      certain instances. An impairment loss is recognized when the carrying amount is      not recoverable or exceeds fair value. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e)  | Basic and Diluted Net      Earnings (Loss) Per Share |
|--------|----------|------------------------------------------------------|

|   | The Company computes net income (loss) per      share in accordance with SFAS No. 128, “*Earnings per Share*”. SFAS No.      128 requires presentation of both basic and diluted earnings per share (EPS) on      the face of the income statement. Basic EPS is computed by dividing net income      (loss) available to common shareholders (numerator) by the weighted average      number of shares outstanding (denominator) during the period. Diluted EPS gives      effect to all dilutive potential common shares outstanding during the period      using the treasury stock method and convertible preferred stock using the      if-converted method. In computing Diluted EPS, the average stock price for the      period is used in determining the number of shares assumed to be purchased from      the exercise of stock options or warrants. Diluted EPS excludes all dilutive      potential shares if their effect is anti dilutive. Diluted loss per share is      equal to basic loss per share as the Company does not have any dilutive      instruments. The only potentially dilutive common shares were warrants and      stock options as described in Notes 10 and 11. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | f)  | Financial Instruments |
|--------|----------|-----------------------|

|   | The fair value of financial instruments, which      include cash, accounts receivable, accounts payable and accrued liabilities,      short-term loans and capital lease obligations were estimated to approximate      their carrying values due to the immediate or short-term maturity of these      financial instruments. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | g)  | Foreign Currency      Translation |
|--------|----------|-----------------------------------|

|   | The functional and reporting currency of the      Company is the United States dollar (“US dollar”). Monetary assets and      liabilities denominated in currencies other than the US dollar are translated      into the US dollar at the rates of exchange ruling at the balance sheet date.      Transactions in currencies other than the US dollar during the year converted      into US dollar at the applicable rates of exchange prevailing at the first day      of the month transactions occurred. Transaction gains and losses are recognized      in the statement of operations. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The financial records of the Company's former      PRC subsidiary were maintained in its local currency, the Renminbi      (“RMB”), which was its functional currency. Assets and liabilities were      translated at the exchange rates at the balance sheet date, equity accounts      were translated at historical exchange rates and revenues, expenses, and gains      and losses were translated using the average rate for the year. Translation      adjustments were reported as cumulative translation adjustments and were shown      as a separate component of other comprehensive income (loss) in the statement      of stockholders' equity. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

17

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|   | h)  | Stock-based      Compensation |
|--------|----------|-------------------------------|

|   | The Company records stock based compensation in      accordance with SFAS No. 123R, “Share-Based Payments,” which requires the      measurement and recognition of compensation expense, based on estimated fair      values, for all share-based awards, made to employees and directors, including      stock options. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | SFAS No. 123R requires companies to estimate      the fair value of share-based awards on the date of grant using an      option-pricing model. The Company uses the Black-Scholes      option-pricing model as its method of determining fair value. This model is      affected by the Company’s stock price as well as assumptions regarding a number      of subjective variables. These subjective variables include, but are not limited      to the Company’s expected stock price volatility over the term of the awards      and actual and projected employee stock option exercise behavior. The value of      the portion of the award that is ultimately expected to vest is recognized as      an expense in the statement of operations over the requisite vesting period. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Property and Equipment |
|----|------------------------|

|   | Property and equipment was comprised of the following: |
|--------|--------------------------------------------------------|

|   |                                                                                        |   | December      31,            2008 |   |   | December      31,            2007            (Note      1) |   |
|--------|---------------------------------------------------------------------------------------------|--------|-----------------------------------|--------|--------|------------------------------------------------------------|--------|
|   |                                                                                        |   | $                                 |   |   | $                                                          |   |
|   | Flat-panel video advertising  display units                                                 |   | -                                 |   |   | 1,459,574                                                  |   |
|   | Office equipment                                                                            |   | -                                 |   |   | 22,691                                                     |   |
|   | Leasehold improvements                                                                      |   | -                                 |   |   | 59,779                                                     |   |
|   | Equipment under capital lease                                                               |   | -                                 |   |   | 9,430                                                      |   |
|   | Low-value consumption goods                                                                 |   | -                                 |   |   | 16,944                                                     |   |
|   |                                                                                        |   | -                                 |   |   | 1,568,418                                                  |   |
|   | Less: Accumulated depreciation                                                              |   | -                                 |   |   | (361,071                                                   | )      |
|   |           Exchange translation difference |   | -                                 |   |   | (16,756                                                    | )      |
|   |                                                                                        |   |                              |   |   | 1,385,886                                                  |   |
|   | Net Carrying Value                                                                          |   | -                                 |   |   | 1,190,591                                                  |   |

|   | Obligation under Capital Lease |
|--------|--------------------------------|

|   | Future minimum lease payments for an obligation under a capital lease as      at December 31, 2007 are as follows: |
|--------|--------------------------------------------------------------------------------------------------------------------|

|   |                         |   | December      31,            2008 |   |   | December      31,            2007      (Note ) |   |
|--------|------------------------------|--------|-----------------------------------|--------|--------|------------------------------------------------|--------|
|   |                         |   | $                                 |   |   | $                                              |   |
|   | 2008                         |   | -                                 |   |   | 2,482                                          |   |
|   | 2009                         |   | -                                 |   |   | 2,482                                          |   |
|   | 2010                         |   | -                                 |   |   | 333                                            |   |
|   |                         |   | -                                 |   |   | 5,297                                          |   |
|   | Amount representing interest |   | -                                 |   |   | 356                                            |   |
|   |                         |   | -                                 |   |   | 4,941                                          |   |
|   | Current portion              |   | -                                 |   |   | 2,482                                          |   |
|   |                         |   | -                                 |   |   | 2,459                                          |   |

| 4.  | Accounts Payable and Accrued Liabilities |
|----------|------------------------------------------|

|   |                             |   | December      31,      2008      $ |   |   | December      31,      2007       $ |   |
|--------|----------------------------------|--------|------------------------------------|--------|--------|-------------------------------------|--------|
|   | Accounts payable                 |   | 112,028                            |   |   | 88,020                              |   |
|   | Accrued expenses                 |   | 194,000                            |   |   | 444,403                             |   |
|   | Accrued interest                 |   | 30,318                             |   |   | 8,313                               |   |
|   | Accrued wages to senior officers |   | 7,600                              |   |   | 15,200                              |   |
|   | Accrued directors remuneration   |   | -                                  |   |   | 15,000                              |   |
|   |                             |   | 343,946                            |   |   | 570,935                             |   |

18

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|   | Subsequently, on April 21, 2010, the      Company settled accrued expenses of $150,000 by issuing 42,857      post-consolidation shares. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------|

| 5.  | Related Party Loans Payable |
|----------|-----------------------------|

|   | In 2007, 750,000 CNY (approximately $100,000)      was loaned to i-Level SoftComm      (Shanghai) Company Ltd., a wholly foreign owned enterprise formed under the      laws of the People's Republic of China, by a company controlled by a then      director of the Company. This loan was secured by the assets of i-Level SoftComm. In December      2008 i-Level Softcomm      ceased operations and was wound-up. As at December 31, 2008 this debt is not a      debt of the Company. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 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. Subsequently, 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, 2008 there was accrued interest of $30,318      owing.  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 6.  | Related Party Transactions |
|----------|----------------------------|

|   | On March 20, 2007 Executive Services Agreements      were entered into with two former senior officers of the Company. For a term of      eighteen months each were paid a total of 10,000 CNY from i-Level      Systems and $3,800 from the Company. These fees were paid up to and including      November, 2008. In December 2008 i-Level Systems was      sold to one of the former senior officers and the 10,000 CNY fee ceased at that      time. The $3,800 for each of the former senior officers continued from December      2008 to July 2009 (the date the senior officers resigned their positions). As      at December 31, 2008 a total of $7,600 (2007 - $56,800) was included in accrued      liabilities. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | See Note 5 for related party loans payable. |
|--------|---------------------------------------------|

| 7.  | Acquisition of i-Level Systems and Related Financing      Transactions |
|----------|------------------------------------------------------------------------|

|   | On      March 20, 2007, the Company acquired the business of i-level      Systems. The total purchase price was the issuance of 27,000,000      pre-consolidation shares (385,714 post-consolidation shares). On closing, the      Company completed a debt conversion private placement for 6,031,668      pre-consolidation shares (86,167 post-consolidation shares) to settle $309,501      of debt for i‐level Systems and $500,000 of      debt for the Company. During January 1, 2007 through March 26, 2007 the Company      received subscriptions for 2,600,000 pre-consolidation (37,143 post-consolidation      shares) for cash proceeds of $1,300,000. Each unit was comprised of one common      share and one-half of one non-transferable share purchase warrant which expired      unexercised on December 20, 2007. The Company received a short-term loan of $200,000      on March 22, 2007 without interest or fixed terms of repayment. This loan was      settled on April 18, 2007 by the Company issuing 400,000 private placement      units (5,714 post-consolidation shares). Also, a total of 41,000,000 founders'      common shares (585,714 post-consolidation shares) have been returned to      treasury and cancelled pursuant to the SEA. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 8.  | Common Stock |
|----------|--------------|

|   | In June, 2011 the Company’s Board of Directors      approved a consolidation of its share capital. Each shareholder of record      received 1 share for every 70 shares held. On the date of record there were      64,317,715 shares issued and outstanding. Upon consolidation there were 918,825      shares issued and outstanding. This consolidation has been applied      retroactively to restate all share and per share amounts. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | a)  | See Note 7 for common      stock issued in connection with the acquisition of i-Level      Systems and related financing transactions. |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------|

|   | b)  | During 2007, the      Company raised $375,000 and issued 535,714 pre-consolidation shares (7,653 post-consolidation      shares) at $0.70 per share pursuant to a private placement. |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c)  | During 2007, the      Company raised $500,000 and issued 2,000,000 pre-consolidation shares (28,571      post-consolidation shares) at $0.25 per share pursuant to a private placement.      The Company also issued 120,000 pre-consolidation shares (1,714      post-consolidation shares) as a finders’ fee. The fair value of these shares      was $30,000 and charged against share capital. |
|--------|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

19

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|   | d)  | On November 20, 2007      the Company issued 1,000,000 pre-consolidation shares (14,286      post-consolidation shares) in connection with a financial services contract.      The fair market value of these shares was $172,500. This amount was charged to      operations over the life of the contract. A total of $23,220 was charged to      operations during fiscal 2007 and $149,280 was charged to operations during      fiscal 2008. |
|--------|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e)  | On December 28, 2007      the Company raised $500,000 and issued 2,500,000 pre-consolidation units      (35,714 post-consolidation units) at $0.20 per unit. Each unit contained one      common share and one-half share purchase warrant. Each whole warrant entitles      the holder to acquire one additional common share at $0.30 per share expiring      December 28, 2009. These warrants expired unexercised. |
|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | f)  | On January 31, 2008 the      Company paid $35,000 and issued 150,000 pre-consolidation shares (2,143      post-consolidation shares), valued at $30,000, to settle an accrued liability      of $65,000. |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 9.  | Stock Options and Warrants Outstanding |
|----------|----------------------------------------|

|   | As at December 1, 2008 all stock      options were cancelled upon the Company’s subsidiaries ceasing operations. A      total of 17,857 warrants were outstanding as at December 31, 2008. These      warrants were exercisable at $27.00 per share until December 29, 2009. These      warrants expired unexercised. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10.  | Commitments |
|-----------|-------------|

|   | On November 20, 2007, the Company entered into      a Letter of Engagement dated for reference November 8, 2007, with Investor      Relations International (“IRI”). Pursuant to the terms of the Letter of      Engagement, the Company has agreed to retain IRI as an investor relations      consultant to the Company that will provide various investor relations services      to and for the Company, in consideration for: 1) a $18,000 monthly retainer;      and 2) 2,000,000 pre-consolidation shares. The initial term of the Letter of      Engagement was for a twelve-month period. The first tranche of 1,000,000      pre-consolidation shares (14,286 post-consolidation shares) was issued upon      signing of the Letter of Engagement, and the second tranche of 1,000,000      pre-consolidation shares was due February 18, 2008. The first tranche of was      issued on November 20, 2007 having a fair market value of $172,500. The Company      gave notice of termination to cancel this Letter Agreement and did not issue      the second tranche of shares. During the three months ended March 31, 2008 a      total of $149,280 was charged to operations being the unexpired prepaid amount. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | On May 21, 2008 the Company entered into two      separate consulting agreements each having a three month term. The consulting      fee is $25,000 per month under each agreement. The Company has the right to      settle this obligation with shares at a deemed settlement price of $.05 per      share. The total share commitment, should the Company choose to settle the      $150,000 obligation on August 21, 2008 is a total of 3,000,000 common shares.      As at December 31, 2008 a total of $150,000 was accrued. On May 22, 2010 a      total of 3,000,000 pre-consolidation shares (42,857 post-consolidation shares)      were issued to settle this debt. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 11.  | Income Taxes |
|-----------|--------------|

|   | Potential      benefits of income tax losses are not recognized in the accounts until      realization is more likely than not. Pursuant to SFAS No. 109 the Company is      required to compute tax asset benefits for net operating losses carried      forward. Potential benefit of net operating losses have not been recognized in      these financial statements because the Company cannot be assured it is more      likely than not it will utilize the net operating losses carried forward in      future years. As the criteria for recognizing future income tax assets have not      been met due to the uncertainty of realization, a valuation allowance of 100% has      been recorded for the current and prior year. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | United States Federal income tax losses      incurred from August 23, 2005 (date of inception) to March 20, 2007 (date of      change of control) of $344,110 are available to the Company over twenty years      at a rate of $17,241 per annum pursuant to the change of control rules of      Section 382 of the Internal Revenue Code. The loss for the period March 20,      2007 (date of change of control) to December 31, 2007 was $435,603 which loss      will expire in 2027 and the loss for the year ended December 31, 2008 was      $896,406 which loss will expire in 2028. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The components of the net deferred tax asset at December 31, 2008 and      2007 and the effective tax rate and the estimated amount of the valuation      allowance are scheduled below: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                      |   | December      31,      2008      $ |   |   | December      31,      2007      $ |   |
|--------|-------------------------------------------|--------|------------------------------------|--------|--------|------------------------------------|--------|
|   | Cumulative  Combined Net Operating Losses |   |                               |   |   |                               |   |
|   | Cumulative Combined Net Operating  Losses |   | 1,676,000                          |   |   | 780,000                            |   |
|   | Effective Tax Rate                        |   | 34%                                |   |   | 34%                                |   |
|   | Deferred Tax Asset                        |   | 570,000                            |   |   | 265,000                            |   |
|   | Valuation Allowance                       |   | (570,000                           | )      |   | (265,000                           | )      |
|   | Net Deferred Tax Asset                    |   | -                                  |   |   | -                                  |   |

20

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| 12.  | Subsequent Events |
|-----------|-------------------|

|   | a)  | In August, 2009 the Company accepted      the resignation of the former Chief Executive Officer and sole director and      appointed a new Chief Executive Officer, Chief Financial Officer and sole      director in his place. The Company also accepted the resignation of the      Secretary of the Company. |
|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

|   | c)  | In June, 2011 the Company’s Board of      Directors approved a consolidation of its share capital. Each shareholder of      record received 1 share for every 70 shares held. On the date of record there      were 64,317,715 shares issued and outstanding. Upon consolidation there were      918,825 shares issued and outstanding. This consolidation has been applied      retroactively to restate all share and per share amounts. |
|--------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d)  | In July, 2011 the Company settled      $13,000 of debt owing to the Chief Executive Officer and issued 13,000,000      post-consolidation shares at $.001 per share. |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

We have had no disagreements with  our principal independent accountants.

**ITEM 9A(T).        CONTROLS AND PROCEDURES**

**Disclosure Controls  and Procedures**

Francis Chiew  our principal executive officer and our principal financial officer, has  concluded that our disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the  end of the period covered by this report, based on their evaluation of these  controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15,  due to the deficiencies in our internal control over financial reporting as  described below.  

**Management’s Annual Report on  Internal Control over Financial Reporting**

Our management is responsible for  establishing and maintaining adequate internal control over financial reporting,  as defined in Rules 13a-15(f) under the Exchange Act.

The management of the Company  assessed the effectiveness of the Company’s internal control over financial  reporting based on the criteria for effective internal control over financial  reporting established in Internal Control—Integrated Framework issued by the  Committee of Sponsoring Organizations of the Treadway  Commission (“COSO”) and SEC guidance on conducting such assessments.   Based on this assessment, management determined that, during the year ended  December 31, 2008, our internal controls and procedures were not effective to  detect the inappropriate application of US GAAP rules, as more fully described  below.  This was due to deficiencies in the design or operation of the  Company’s internal control that adversely affected the Company’s internal  controls and that may be considered to be material weaknesses.  

Management identified the  following material weaknesses in internal control over financial reporting:

|   | 1.       | The Company has limited segregation of duties which is not consistent with good internal control procedures.                                                                                                                                                                                                                 |
|--------|----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                   |                                                                                                                                                                                                                                                                                                                         |
|   | 2.                                     | The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls. |

Management believes that  the material weaknesses set forth in items 1 and 2 above did not have an effect  on the Company’s financial results. 

21

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Management will continue to  monitor and evaluate the effectiveness of the Company’s internal controls and  procedures and its internal controls over financial reporting on an ongoing  basis and are committed to taking further action and implementing additional  enhancements or improvements, as necessary and as funds allow.

This annual report does not  include an attestation report of the Company’s registered public accounting  firm regarding internal control over financial reporting.  Management’s  report was not subject to attestation by the company’s registered public  accounting firm pursuant to temporary rules of the Securities and Exchange  Commission that permit the company to provide only the management’s report in  this annual report. 

**Changes in Internal  Control over Financial Reporting**

There were no changes to our  internal control over financial reporting that occurred during the last quarter  of our fiscal year ended December 31, 2008 that have materially affected, or  are reasonably likely to materially affect, our internal control over financial  reporting. 

**ITEM  9B.              OTHER INFORMATION**

Not applicable.

**PART III**

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

**Officers and  Directors**

The name, address, age and position of our  officers and directors as at December 31, 2008 are set forth below:

| **Name**          | **Age** | **Position Held**                                                                                  |
|-------------------|---------|---------------------------------------------------------------------------------------------------------|
| Aidan Sullivan(1) | 33      | Executive Chairman, President,      Chief Executive Officer, Principal Executive Officer and a director |
| Ian Sullivan(1)   | 38      | Secretary, Chief Operating Officer      and a director                                                  |
| Paul D. Brock(2)  | 47      | Director                                                                                                |
| Johnny Lo(2)      | 52      | Director                                                                                                |

|   | (1)  | Effective on August 4, 2009, the Board of Directors of      i-level Media Group Incorporated (the      "Company") accepted the resignation of Aidan Sullivan as a director      and officer of the Company and the termination of Ian Sullivan as an officer of      the Company. Also effective August 4, 2009, the Board of Directors of the      Company accepted the consent of Francis Chiew to      serve as President, Chief Executive Officer, Chief Financial Officer,      Secretary, Treasurer and as a Director of the Company. As a result of the Board      of Director's acceptance of the changes set forth above, the Company's sole      director and officer is Francis Chiew. |
|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2)  | Paul D Brock and Johnny Lo resigned as directors on      April 1, 2009. |
|--------|-----------|-------------------------------------------------------------------------|

The following is a  description of the business background of our directors and executive officers  as at December 31, 2008:

**Aidan Sullivan**served as our Executive Chairman,  President, Chief Executive Officer, Principal Executive Officer and one of our  directors from March 20, 2007 to August 4, 2009. Mr. Sullivan is the founder of  i-level Media Group and has been working in media  related projects in China for more than four years.  Prior to founding i-level Media Systems in 2004, Mr. Sullivan worked with Torrence Capital advising Chinese SMEs on business  development and venture financing.  He also has experience conducting  market intelligence evaluations for Canadian companies looking to invest in  China.  Before leaving Canada, Mr. Sullivan worked as an Analyst with a  venture capital firm, specializing in high technology project financing.   Mr. Sullivan holds a B.A. (Honors) degree in International Relations and  Commerce from the University of British Columbia. 

22

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**Ian Sullivan** served as our Secretary, Chief  Operating Officer and as one of our directors from March 20, 2007 to August 4,  2009. Mr. Sullivan joined i-level Media Group in 2006  and has executive responsibility for sales, distribution and  partnerships.  Prior to joining i-level Systems  Limited, he was a Senior Account Manager with CNC Global, a Canadian IT  Services firm from 1999 to 2005, where he helped establish their practice in  Montreal.  Mr. Sullivan has more than eight years of experience working in  the high tech sector as a headhunter, staffing consultant and business  developer for major Canadian IT staffing and consulting companies.  Mr.  Sullivan holds a Master of Business Administration degree (with Distinction)  from HEC Montréal.

**Paul D. Brock** . Paul D. Brock has served as a  director of our company from March 8, 2007 to April 1, 2009. He is a member of  our Audit, Compensation and Corporate Governance Committees. Mr. Brock is a  partner in FBP Capital Corp. an investment banking firm and private equity  group. Mr. Brock has also been the President of Bent International Inc., a  private company engaged in International Business and Trade consulting, from  1999 to the present. Mr. Brock is the Chairman of VendTek  Systems Inc., a publicly traded company which develops software for the  electronic distribution of financial services, through its subsidiaries VendTek Industries (Canada), VendTek  Technologies (China) and VendTek Asia Pacific  (Singapore). Mr. Brock served as President of VendTek  Systems Inc. from December 1988 to June 2006. Mr. Brock is a graduate of the  British Columbia Institute of Technology's Robotics and Automation Technology  Program, a graduate of Simon Fraser University's Executive Management  Development Program and a member in good standing of the professional  association of the Applied Science Technologists of British Columbia since  1998. Mr. Brock is also a director of Power Air Corporation and Zoro Mining Corp., which are reporting companies under the  Exchange Act.

**Johnny Lo**served as one of our directors from  March 20, 2007 to April 1, 2009. Mr. Lo is an independent consultant and  veteran of the advertising industry in China.  He has been specialized in  out-of-home media channels for more than ten years. Prior to being a  consultant, Mr. Lo served as the Managing Director of Portland Outdoor (China),  a media planning and buying agency. He has consulted for other major media  agencies and media owners including WPP and JC Decaux. Mr.  Lo's other experience includes more than eight years with Leo Burnett Ltd.,  where he headed up the Media group and launched Starcom  China, and seven years in marketing management at Hong Kong's Mass Transit  Railway Corp.  Mr. Lo holds a B.Sc. in Mathematics and an MBA from the  University of Hong Kong. Mr. Lo is a member of our Audit, Compensation and  Corporate Governance Committees.

The name, address, age and position of our  officers and sole director as at December 19, 2011 is set forth below:

| **Name**      | **Age** | **Position Held**                                                                                                                                         |
|---------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Francis Chiew | 48      | Executive Chairman, President,      Chief Executive Officer, Principal Executive Officer and a director      Secretary, Chief Operating Officer and a director |

**Francis Chiew**served as one of our directors since May 31, 2007 and on August 4, 2009  accepted the executive officers positions and sole director. From February 2006  to the present, Mr. Chiew has served as the Managing  Director of Lightship Asia Pacific, LLC (USA) ("LAP") and as a  director and the General 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 advertising opportunities using airships. From 2004 to January 2006,  Mr. Chiew served as a director of FBV Corporation Pte Ltd., a private company with varying business  interests, including electronic product delivery and payment solutions. From  2002 to May 2004, Mr. Chiew served as the Director of  Business Development - Asia for EPOSS Limited (formerly ROK Group). EPOSS  Limited, which subsequently became a subsidiary of Western Union, First Data  Corporation, U.S.A., was primarily involved with the development of prepayment  solutions and systems within the banking and telecommunications industries. Mr.  Chiew is a member of our Audit, Compensation and  Corporate Governance Committees.

**TERM OF OFFICE**

Our directors are appointed for a one-year term  to hold office until the next annual general meeting of our stockholders or  until removed from office in accordance with our bylaws.  Our officers are  appointed by our board of directors and hold office until removed by the board.

**Significant Employees**

We have no significant employees other than the  officers and directors described above.  

We  have a separately designated audit committee comprised of our sole  director.  The audit committee was established in the last thirty days and  has not met.  A copy of the audit committee charter is filed  with this report.  Audit committee functions are performed by our board of  directors, none of whom are deemed independent. Audit committee  responsibilities that the board currently fulfills are: (1) selection and  oversight of our independent accountant; (2) establishing procedures for the  receipt, retention and treatment of complaints regarding accounting, internal  controls and auditing matters; (3) establishing procedures for the  confidential, anonymous submission by future employees of concerns regarding  accounting and auditing matters; (4) engaging outside advisors; and, (5)  funding for the outside auditors and any outside advisors engagement by the  audit committee.

23

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**Audit  Committee Financial Expert**

Francis Chiew, our sole officer and director, does not have the  qualifications or experience to be considered a financial expert. Because of  our limited operations, we believe the services of a financial expert are not  warranted at this time.

**Code of  Ethics**

We have  adopted a corporate code of ethics. We believe our code of ethics is reasonably  designed to deter wrongdoing and promote honest and ethical conduct; provide  full, fair, accurate, timely and understandable disclosure in public reports;  comply with applicable laws; ensure prompt internal reporting of code  violations; and provide accountability for adherence to the code.  A copy  of our Code of Ethics is filed as an exhibit to this report.

**Disclosure  Committee and Charter**

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

**Family Relationships**

Aidan Sullivan, our  Executive Chairman, President, Chief Executive Officer, Principal Executive  Officer and a director, and Ian Sullivan, our Secretary, Treasurer, Chief  Financial Officer, Chief Operating Officer, Principal Accounting Officer and a  director, are brothers. In addition, John P. and Margaret I. Sullivan are the  parents of Aidan Sullivan and Ian Sullivan and own approximately 12% of our  outstanding shares.

**Involvement in Certain Legal Proceedings**

None of our directors,  executive officers and control persons has been involved in any of the  following events during the past five years:

|   | 1.  | any bankruptcy      petition filed by or against any business of which such person was a general      partner or executive officer either at the time of the bankruptcy or within two      years prior to that time; |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2.  | any conviction in a      criminal proceeding or being subject to a pending criminal proceeding      (excluding traffic violations and other minor offences); |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3.  | being subject to any      order, judgment or decree, not subsequently reversed, suspended or vacated, of      any court of competent jurisdiction, permanently or temporarily enjoining, barring,      suspending or otherwise limiting his involvement in any type of business,      securities or banking activities; or |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4.  | being found by a court of competent jurisdiction (in a civil action), the      Commission or the Commodity Futures Trading Commission to have violated a      federal or state securities or commodities law, and the judgment or decision      has not been reversed, suspended or vacated. |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

Section 16(a) of the  United States Securities and Exchange Act of 1934, as amended (the  "Exchange Act") requires officers, directors and persons who own more  than ten percent of a registered class of a company's equity securities to file  initial reports of beneficial ownership 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.

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Based solely on our  review of these reports or written representations from certain reporting  persons, we believe that during the fiscal year ended December 31, 2007 and  during the current fiscal year, all filing requirements applicable to our  officers, directors, greater-than-ten-percent beneficial owners and other  persons subject to Section 16(a) of the Exchange Act were met.

**ITEM  11.               EXECUTIVE COMPENSATION**

**Compensation Discussion and Analysis**

The table below summarizes all  compensation awarded to, earned by or paid to our executive officers by any  person for all services rendered in all capacities to us during our fiscal  years ended December 31, 2008 and 2007.  

**Summary Compensation Table**

| **Name and Principal            Position**                                                | **Year** | **Salary    ($)** | **Bonus    ($)** | **Stock      Awards    ($)** | **Option      Awards    ($)** | **Non-Equity      Incentive Plan Compen-sation    ($)** | **Nonqualified      Deferred Compen-sation Earnings    ($)** | **All Other Compen-sation    ($)** | **Total    ($)** |
|-------------------------------------------------------------------------------------------|----------|-------------------|------------------|------------------------------|-------------------------------|---------------------------------------------------------|--------------------------------------------------------------|------------------------------------|------------------|
| Aidan Sullivan(1)      President, Chief Executive Officer and Chief Fiancial      Officer | 2008     | 83,625            | Nil              | Nil                          | Nil                           | Nil                                                     | Nil                                                          | Nil                                | 83,625           |
| 2007                                                                                      | 62,719   | Nil               | Nil              | 108,041                      | Nil                           | Nil                                                     | 796                                                          | 171,556                            |
| Ian Sullivan(2)      Secretary and Chief Operating Officer                                | 2008     | 83,625            | Nil              | Nil                          | Nil                           | Nil                                                     | Nil                                                          | Nil                                | 83,625           |
| 2007                                                                                      | 62,719   | Nil               | Nil              | 108,041                      | Nil                           | Nil                                                     | 796                                                          | 171,556                            |
| Don Chen(3)      Chief Financial Officer and Treasurer                                    | 2008     | 31,954            | Nil              | Nil                          | Nil                           | Nil                                                     | Nil                                                          | Nil                                | 31,954           |
| 2007                                                                                      | 26,628   | Nil               | Nil              | 14,518                       | Nil                           | Nil                                                     | Nil                                                          | 41,146                             |

|   | (1)  | Aidan Sullivan      resigned as our Chief Executive Officer and Chief Financial Officer on August      4, 2009 and Francis Chiew was appointed our Chief      Executive Officer, Chief Financial Officer, Secretary and Treasurer in his      place. |
|--------|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2)  | Ian Sullivan      resigned as our Secretary and Chief Operating Officer on August 4, 2009 |
|--------|-----------|-------------------------------------------------------------------------------------------|

|   | (3)  | Don Chen resigned as      our Chief Financial Officer on June 4, 2008 and Aidan Sullivan was appointed in      his place. |
|--------|-----------|---------------------------------------------------------------------------------------------------------------------------|

**Outstanding Equity  Awards**

**The following table  sets forth information relating to options held by our executive officers as at  December 31, 2008:**

|           | **Number      of Securities Underlying Unexercised Options      Exercisable (#)** | **Number      of Securities Underlying Unexercised Options Unexercisable(#)** | **Equity      Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned      Options        (#)** | **Exercise      Price** | **Expiration    Date** |
|----------------|-----------------------------------------------------------------------------------|-------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|-------------------------|------------------------|
| Aidan Sullivan | Nil                                                                               | Nil                                                                           | Nil                                                                                                                 | Nil                     | N/A                    |
| Ian Sullivan   | Nil                                                                               | Nil                                                                           | Nil                                                                                                                 | Nil                     | N/A                    |

We do not maintain any plans in  respect of the retirement of our directors and 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 and is qualified in its entirety by  reference to the Plan, a copy of which is incorporated by reference as an  exhibit hereto. Under the terms of the Plan, an aggregate of 5,000,000 shares  of our common stock may be granted to our directors, officers, employees and  consultants in the form of options, stock appreciation rights, restricted  stock, units or other similar rights. The maximum number of shares that maybe  granted to any eligible participant in any calendar year cannot exceed  2,500,000 shares. The Plan is administered by a committee consisting of two or  more independent directors that have exclusive power 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 and conditions  thereof and the agreements relating to the awards made. The determinations of  the Plan administrator shall be conclusive and binding.

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**Outstanding Equity Awards**

As at December 31, 2008, there were no  unexercised options, stock that had not vested or outstanding equity incentive  plan awards with respect to any of our officers or directors.

**Compensation  of Directors**

Except as disclosed below, we did not pay our  directors any fees or other compensation for acting as directors during our  fiscal year ended December 31, 2008.  Certain of our current or former  directors serve or have served as officers of the Company, and any compensation  they received due to their service as an officer is disclosed in the table  above and is not included in the table below:

| **Name and Principal            Position** | **Fees earned or      paid in cash****($)** | **Stock      Awards    ($)** | **Option      Awards    ($)** | **Non-Equity      Incentive Plan Compen-sation    ($)** | **Nonqualified      Deferred Compen-sation Earnings    ($)** | **All Other Compen-sation    ($)** | **Total    ($)** |
|--------------------------------------------|---------------------------------------------|------------------------------|-------------------------------|---------------------------------------------------------|--------------------------------------------------------------|------------------------------------|------------------|
| Aidan Sullivan                             | nil                                         | nil                          | nil                           | nil                                                     | nil                                                          | nil                                | nil              |
| Ian Sullivan                               | nil                                         | nil                          | nil                           | nil                                                     | nil                                                          | nil                                | nil              |
| Johnny Lo                                  | nil                                         | nil                          | nil                           | nil                                                     | nil                                                          | nil                                | nil              |
| Paul D Brock                               | nil                                         | nil                          | nil                           | nil                                                     | nil                                                          | nil                                | nil              |

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

The following table sets  forth certain information concerning the number of shares of our common stock  owned beneficially as of December 19, 2011 by: (i) each  person (including any group) known to us to own more than 5% 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 as otherwise indicated,  each shareholder listed possess sole voting and investment power with respect  to the shares shown.

| **Name and address of beneficial owner**(1)                      | **Amount      and nature    of beneficial ownership**(2) | **Percent      of class**(3) |
|------------------------------------------------------------------|----------------------------------------------------------|------------------------------|
| ***Executive      Officers and Directors***                      |                                                     |                         |
| Aidan Sullivan                                                   | 192,857                                                  | 1.39%                        |
| Ian Sullivan                                                     | 66,607                                                   | 0.48%                        |
| Paul D Brock                                                     | Nil                                                      | Nil                          |
| Johnny Lo                                                        | Nil                                                      | Nil                          |
| All executive officers and      directors as a group (4 persons) | 259,464                                                  | 1.87%                        |
| ***Major      Shareholders***                                    |                                                     |                         |
| None                                                             | Nil                                                      | Nil                          |

(1)   The  address of the executive officers and directors was c/o the Company, 902, B1, KangBao Huayuan, #8 Gongren Tiyuchang Donglu, Chaoyand District,  Beijing, PRC 100020

(2)   Under  Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any  person who, directly or indirectly, through any contract, arrangement,  understanding, relationship or otherwise has or shares: (i)  voting power, which includes the power to vote or to direct the voting of  shares; and (ii) investment power, which includes the power to dispose or  direct the disposition of shares. Certain shares may be deemed to be  beneficially owned by more than one person (if, for example, persons share the  power to vote or the power to dispose of the shares). In addition, shares are  deemed to be beneficially owned by a person if the person has the right to  acquire the shares (for example, upon exercise of an option) within 60 days of  the date as of which the information is provided. In computing the percentage  ownership of any person, the amount of shares outstanding is deemed to include  the amount of shares beneficially owned by such person (and only such person)  by reason of these acquisition rights.

(3)   Based  on 13,918,825 shares of our common stock issued and outstanding as of December 19, 2011.

(4)   John  P. and Margaret Sullivan are the parents of Aidan and Ian Sullivan.

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**Changes in Control**

**We are unaware of any  contract, or other arrangement or provision of our articles or  incorporation or Bylaws, the operation of which may 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 presents information  relating to our equity compensation plans as of the date of December 31,  2008:  

| **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                                                                                                                                    |

**Changes in Control**

We are unaware of any contract, or other  arrangement or provision of our Articles, the operation of which may at any  subsequent date result in a change in control of the Company.

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

**Transactions  with Related Parties**

Except as disclosed  below, there are no transactions, since the beginning of our last fiscal year,  or any currently proposed transactions, in which we were or are 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 each of the fiscal  years since the date of our incorporation, and in which any "related  person" had or will have a direct or indirect material interest.  "Related person" includes:

|   | (a)  | any      of our directors or officers; |
|--------|-----------|----------------------------------------|

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

|   | (c)  | any      person who beneficially owns, directly or indirectly, shares carrying more than      10% of the voting rights attached to our outstanding shares of common stock; or |
|--------|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

**ITEM 14.               PRINCIPAL ACCOUNTING FEES AND SERVICES**

Weaver, Martin & Samyn,  LLC served as our independent registered public accounting firm and audited our  financial statements for the fiscal years ended December 31, 2008 and 2007.  Aggregate fees for professional services rendered to us by our current and  predecessor auditors are set forth below:  

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|               |   | **Year Ended      December 31, 2008** |   |   | **Year Ended      December 31, 2007** |   |
|--------------------|--------|---------------------------------------|--------|--------|---------------------------------------|--------|
| Audit Fees         | $      | 14,250                                |   | $      | 26,521                                |   |
| Audit-Related Fees |   | Nil                                   |   |   | Nil                                   |   |
| Tax Fees           |   | Nil                                   |   |   | Nil                                   |   |
| All Other Fees     |   | Nil                                   |   |   | Nil                                   |   |
| Total              | $      | 14,250                                |   | $      | 26,521                                |   |

**Audit Fees**

Audit fees are the aggregate fees billed for  professional services rendered by our independent auditors for the audit of our  annual financial statements, the review of the financial statements included in  each of our quarterly reports and services provided in connection with  statutory and regulatory filings or engagements.

**Audit Related Fees**

Audit related fees are the aggregate fees  billed by our independent auditors for assurance and related services that are  reasonably related to the performance of the audit or review of our financial  statements and are not described in the preceding category.

**Tax Fees**

Tax fees include fees billed by our independent  principal auditors for tax compliance, tax advice and tax planning.

**All Other Fees**

All other fees include fees billed by our  independent principal auditors for products or services other than as described  in the immediately preceding three categories.  

**Policy on  Pre-Approval of Services Performed by Independent Auditors**

It is our Board of Directors’ policy to  pre-approve all audit and permissible non-audit services performed by the  independent auditors. We approved all services that our independent principal  accountants provided to us in the past two fiscal years.

**ITEM  15.               EXHIBITS**

The following exhibits are filed with this  Annual Report on Form 10-K:

| **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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**SIGNATURES**

Pursuant to the requirements of Section 13 and  15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused  this report to be signed on its behalf by the undersigned, thereunto duly  authorized.

|   | **I-LEVEL MEDIA GROUP INCORPORATED** |
|--------|--------------------------------------|
|   |                                 |   |
|   | **By:**                              | */s/ Francis Chiew*****Francis ChiewChief  Executive Officer, Chief Financial Officer, and sole director Date:  December 19, 2011 |

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