**UNITED STATES      SECURITIES  AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM      10-K**

[**X**] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**For the Fiscal Year Ended December 31, 2009**

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

**Commissionsfile number 000-52069**

**I-LEVELMEDIA GROUP INCORPORATED**(Exact nameof registrant as specified in its charter)

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

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

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

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

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

Securitiesregistered pursuant to Section 12(b) of the Act:  None

Securitiesregistered 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 seasonedissuer, as defined in Rule 405 of the Securities Act.Yes [  ]  No [X]

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

Indicate by check mark whether the registrant (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  Yes [X]  No [  ]

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

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

Indicate bycheckmark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, or a smaller reporting company.  See thedefinitions of “large accelerated filer”, “accelerated filer” and “smallerreporting 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 (asdefined in Rule 12b-2 of the Exchange Act).  Yes  [**X**]    No   [  ]

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

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

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**FORWARDLOOKING STATEMENTS**

This annualreport contains forward-looking statements that involve risks anduncertainties.  Any statements contained herein that are not statements ofhistorical 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 comparableterminology.  In evaluating these statements, you should consider variousfactors, including the assumptions, risks and uncertainties outlined in thisannual report under “Risk Factors”.  These factors or any of them may cause ouractual results to differ materially from any forward-looking statement made inthis annual report.  Forward-looking statements in this annual report include,among others, statements regarding:

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

While theseforward-looking statements, and any assumptions upon which they are based, aremade 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 thereader that these cautionary remarks expressly qualify in their entirety allforward-looking statements attributable to us or persons acting on our behalf. Important factors that you should also consider, include, but are not limitedto, the factors discussed under “Risk Factors” in this annual report.

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

**AVAILABLE INFORMATION**

I-Level MediaGroup Incorporated files annual, quarterly and current reports, proxystatements, and other information with the Securities and Exchange Commission(the “SEC”).  You may read and copy documents referred to in this Annual Reporton Form 10-K that have been filed with the SEC at the SEC’s Public ReferenceRoom, 450 Fifth Street, N.W., Washington, D.C.  You may obtain information onthe operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.  You can also obtain copies of our SEC filings by going to the SEC’swebsite at http://www.sec.gov.

**REFERENCES**

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

__________

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**TABLE OF CONTENTS**

| ITEM      1.     | BUSINESS                                                                                                                    | 4  |
|------------------|-----------------------------------------------------------------------------------------------------------------------------|----|
| ITEM      1A.    | RISK      FACTORS                                                                                                           | 6  |
| ITEM      1B.    | UNRESOLVED      STAFF COMMENTS                                                                                              | 6  |
| ITEM      2.     | PROPERTIES                                                                                                                  | 6  |
| ITEM      3.     | LEGAL      PROCEEDINGS                                                                                                      | 6  |
| ITEM      4.     | SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                    | 6  |
| ITEM      5.     | MARKET      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER      PURCHASES OF EQUITY SECURITIES | 6  |
| ITEM      6.     | SELECTED      FINANCIAL DATA                                                                                                | 7  |
| ITEM      7.     | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             | 7  |
| ITEM      7A.    | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                             | 10 |
| ITEM      8.     | FINANCIAL      STATEMENTS                                                                                                   | 11 |
| ITEM      9.     | CHANGES      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                   | 19 |
| ITEM      9A(T). | CONTROLS      AND PROCEDURES                                                                                                | 19 |
| ITEM      9B.    | OTHER      INFORMATION                                                                                                      | 19 |
| ITEM      10.    | DIRECTORS,      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                                 | 20 |
| ITEM      11.    | EXECUTIVE      COMPENSATION                                                                                                 | 21 |
| ITEM      12.    | SECURITY      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER      MATTERS                    | 23 |
| ITEM      13.    | CERTAIN      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                               | 24 |
| ITEM      14.    | PRINCIPAL      ACCOUNTING FEES AND SERVICES                                                                                 | 24 |
| ITEM      15.    | EXHIBITS                                                                                                                    | 25 |

__________

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**PART I**

**ITEM 1.                DESCRIPTIONOF BUSINESS**

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

Our principal offices are located at 902, B1, KangBao Huayuan, #8 Gongren Tiyuchang Donglu, ChaoyandDistrict, 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 operationsincluded the acquisition and exploration of mineral resources. Managementchanged its primary business to that of developing and operating a proprietary,digital media network service in the transportation segment of the outdooradvertising market in China. On January 29, 2007 the Company entered into aShare Exchange Agreement to acquire the business of i-Level Media SystemsLimited (“i-Level Systems”), a limited liability Company incorporated on May23, 2003 under the International Business Act of the British Virgin Islands. I‐LevelSystems owns 100% of i-Level SoftComm (Shanghai) Company Ltd. (“i-LevelSoftComm”), a wholly foreign owned enterprise formed under the laws of thePeople's Republic of China (the “PRC”) on August 12, 2004. i-Level SoftComm wasa development stage company devoting substantially all of its efforts toestablishing a new business in the PRC, which involved selling out-of-homevideo advertising timeslots on its network of flat-panel video advertisingdisplay units installed in taxis. The acquisition of i-Level Systems wascompleted on March 20, 2007.  As control of the Company transferred to theshareholders of i-Level Systems on March 20, 2007 this acquisition wasconsidered a recapitalization of i-Level Systems. The acquisition was accountedfor using reverse merger accounting rules whereby the historical operations ofi-Level Systems constituted the reported numbers prior to March 20, 2007 andthe combined operations of the Company and i-Level Systems were reported fromMarch 20, 2007 to December 1, 2008. 

On December 1, 2008 i-Level SoftComm ceased operations and itsbusiness was wound-up. Also on December 1, 2008 i-Level Systems, the parentcompany of i-Level SoftComm and a wholly-owned subsidiary of the Company wassold to the Company’s former Chief Executive Officer for $1. From December 1,2008 the Company deconsolidated its subsidiary and reported a loss ondiscontinued 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 balancesheet included the accounts of i-Level Systems and i-Level SoftComm. TheStatement of Stockholders’ Equity was retroactively restated to account for thedeconsolidation of i-Level Systems and the reversal of reverse mergeraccounting. Since December 1, 2008 the Company has no operations.

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

These financial statements have been prepared on a going concernbasis, which implies the Company will continue to realize its assets anddischarge its liabilities in the normal course of business. The Company had notgenerated revenues since inception and currently has no revenue generatingoperations. The Company has not paid dividends, and is unlikely to paydividends in the immediate or foreseeable future. The continuation of theCompany as a going concern is dependent upon the ability of the Company toreorganize its share capital, obtain equity financing and secure new businessoperations. As at December 31, 2008, the Company had a working capital deficitof $832,800 and had accumulated losses of $5,107,661       since inception.These factors raise substantial doubt regarding the Company's ability tocontinue as a going concern. These financial statements do not include anyadjustments to the recoverability and classification of recorded asset amountsand classification of liabilities that might be necessary should the Company beunable to continue as a going concern. The Company is currently sourcing a newbusiness and equity financing to fund a business.

4

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**Employees**

As of December 1,2008, upon ceasing operations in China, the Company had two employees being theCompany’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 ExecutiveOfficer, Chief Financial Officer and sole director.

**Subsidiaries**

We have nosubsidiaries.

**Patents andTrademarks**

We have nopatents or patents pending. 

**ITEM 1A.  RISK FACTORS**

***An investment in our common stock involves a number of verysignificant risks.  You should carefully consider the following risks anduncertainties in addition to other information in this annual report inevaluating our company and its business before purchasing shares of our commonstock.  Our business, operating results and financial condition could beseriously harmed due to any of the following risks.  The risks described belowmay not be all of the risks facing our company.  Additional risks not presentlyknown to us or that we currently consider immaterial may also impair ourbusiness operations.  You could lose all or part of your investment due to anyof these risks.***

**1.*  Our auditors have issued a goingconcern opinion.***

Our auditors have issued a going concernopinion. This means that there is substantial doubt that we can continue operationsfor the next twelve months. 

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

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

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

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

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

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

**4.  *Because we are small and do nothave much capital, we may have to limit our activity which may result in a lossof your investment.***

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

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

Because Francis Chiew, our sole officer anddirector, 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 theCompany to acquire. As a result, our operations may be sporadic and occur at timeswhich are convenient to Mr. Chiew.  

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

We have one officer who is our soledirector. We are entirely dependent upon him to conduct our operations.  If heshould 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 personis located to run us, our operations will be suspended or cease entirely. Inthat event it is possible you could lose your entire investment.  

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

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

**ITEM 1B.  UNRESOLVED STAFF COMMENTS**

None.

**ITEM 2.  PROPERTIES**

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

**ITEM 3.  LEGAL PROCEEDINGS**

We are not presently a party to anylitigation.

**ITEM 4.                (Removedand Reserved)**

**PART II**

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

**Market Information**

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

| **Quarter  Ended** | **High  Bid** | **Low Bid** |
|--------------------|---------------|-------------|
| December 31, 2009  | $1.40         | $0.49       |
| September 30, 2009 | $2.10         | $0.35       |
| June 30, 2009      | $0.42         | $0.29       |
| March 31, 2009     | $1.05         | $0.28       |
| 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       |

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**Holders**

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

**Dividends**

No dividendshave been declared or paid on our common stock.  We have incurred recurringlosses and do not currently intend to pay any cash dividends in the foreseeablefuture.

There are no restrictions in our Articles ofIncorporation or By-laws that restrict us from declaring or paying dividends.The Nevada revised Statutes, however, do prohibit us from declaring dividendswhere, after giving effect to the distribution of the dividend (i) we would notbe 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, plusthe amount that would be needed to satisfy the rights of shareholders who havepreferential rights superior to those receiving the distribution.

**Securities Authorized for Issuance under EquityCompensation Plans**

The following table sets forth information relating toour equity compensation plans as of December 31, 2009:

| **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 Salesof Unregistered Securities**

None.

**No Repurchases**

Neither we norany of our affiliates have made any purchases of our equity securities duringthe fourth quarter of our fiscal year ended December 31, 2009.

**ITEM 6.                SELECTED FINANCIAL DATA**

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

**ITEM7.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS**

The following discussion of our financialcondition, changes in financial condition, plan of operations and results ofoperations should be read in conjunction with (i) our audited financialstatements as at December 31, 2009 and 2008 and (ii) the section entitled “Business”,included in Item 1 in this Form 10-K Annual Report.  

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

**Plan of Operations**

On December 1, 2008 i-Level SoftComm ceased operations and itsbusiness was wound-up. Also on December 1, 2008 i-Level Systems, the parentcompany of i-Level SoftComm and a wholly-owned subsidiary of the Company wassold to the Company’s former Chief Executive Officer for $1. From December 1,2008 the Company deconsolidated its subsidiary and reported a loss ondiscontinued 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 balancesheet included the accounts of i-Level Systems and i-Level SoftComm. TheStatement of Stockholders’ Equity was retroactively restated to account for thedeconsolidation of i-Level Systems and the reversal of reverse mergeraccounting. Since December 1, 2008 the Company has no operations.

Our auditors have issued a going concernopinion. This means that there is substantial doubt that we can continue as anon-going business for the next twelve months unless we obtain additionalcapital to pay our bills. This is because we have not generated any revenuesand no revenues are anticipated until we acquire a business. There is noassurance we will ever acquire a suitable business.  We do not have sufficientfunds to maintain our operations for the next 12 months. 

We do not intend to hire additionalemployees at this time. All of the search for any business opportunity will beconducted by our sole officer and director and consultants he may hire to seeka new business venture

**Milestones**

The following are our milestones:

                locateand acquire a business venture                financeits development                generaterevenues and profits

**Need for Additional Capital**

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

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

**Year ended December 31, 2009 and 2008**

The followingtable sets forth certain financial information relating to the Company for the Yearended December 31, 2009 (“2009”) and December 31, 2008 (“2008”). The financialinformation presented has been rounded to the nearest thousand $ and is derivedfrom the audited consolidated financial statements included under Item 8 inthis Form 10-K. 

|                                                                 |   | Accumulated  From August 23, 2005 (Inception) to  December 31,   2009  $ |   |   | For the  Year  Ended  December 31,   2009    $ |   |   | For the  Year  Ended  December 31,   2008  $ |   |
|----------------------------------------------------------------------|--------|--------------------------------------------------------------------------|--------|--------|------------------------------------------------|--------|--------|----------------------------------------------|--------|
| Revenue                                                              |   | -                                                                        |   |   | -                                              |   |   | -                                            |   |
| Operating  Expenses                                                  |   |                                                                     |   |   |                                           |   |   |                                         |   |
|      General  and administrative            |   | 1,034,306                                                                |   |   | 142,214                                        |   |   | 322,474                                      |   |
| Loss from  Operations Before Other Items                             |   | (1,034,306                                                               | )      |   | (142,214                                       | )      |   | (322,474                                     | )      |
| 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                                 |   | (2,052,307                                                               | )      |   | (142,214                                       | )      |   | (1,340,475                                   | )      |
| Discontinued  Operations                                             |   | (3,055,354                                                               | )      |   | -                                              |   |   | (573,932                                     | )      |
| Net Loss for  the Period                                             |   | (5,107,661                                                               | )      |   | (142,214                                       | )      |   | (1,914,407                                   | )      |
| Net Loss Per  Share From Operations - Basic and Diluted              |   |                                                                     |   |   | (.17                                           | )      |   | (1.58                                        | )      |
| Net Loss Per  Share From Discontinued Operations - Basic and Diluted |   |                                                                     |   |   | -                                              |   |   | (0.68                                        | )      |
| Net Loss Per  Share                                                  |   |                                                                     |   |   | (.17                                           | )      |   | (2.26                                        | )      |
| Weighted  Average Number of Shares Outstanding  - Basic and Diluted  |   |                                                                     |   |   | 848,000                                        |   |   | 848,000                                      |   |

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

***Revenue***

The Company'sinitial operations included the acquisition and exploration of mineralresources. Management changed its primary business to that of developing andoperating a proprietary, digital media network service in the transportationsegment of the outdoor advertising market in China until this business ceased operationson December 1, 2008 and is considered a discontinued operation. As of December1, 2008 the Company does not have any revenues or a business to generaterevenues. 

***Operating Expenses***

The Company'sinitial operations included the acquisition and exploration of mineralresources. Management changed its primary business to that of developing andoperating a proprietary, digital media network service in the transportationsegment of the outdoor advertising market in China until this business ceasedoperations on December 1, 2008 and is considered a discontinued operation. TheCompany’s ongoing expenses are solely related to being a public company, now ashell public company.

During 2009 expensesrelating to ongoing operations are general and administrative which decreased by$180,000 to $142,000 (2008 - $322,000). This decrease was a result of having nooperations except for being a public company.

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

During 2009 the Companyhad no operations. On December 1, 2008 i-Level SoftComm ceased operations andits business was wound-up. Also on December 1, 2008 i-Level Systems, the parentcompany of i-Level SoftComm and a wholly-owned subsidiary of the Company wassold to the Company’s former Chief Executive Officer for $1. From December 1,2008 the Company deconsolidated its subsidiary and reported a loss ondiscontinued 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 2009 included net lossfrom ongoing operations of $180,000 (2008 - $322,000) which was made up ofgeneral and administrative costs. During 2008 the Company recorded a gain onwind-up of subsidiary of $597,000 being the elimination of a net workingcapital deficit situation at the subsidiary level; a loss on sale of subsidiaryof $1,615,000 being the net investment in the subsidiary less the proceeds onsale of $1; and the loss from discontinued operation of $573,932.

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**Liquidity and Capital Resources**

Currently, we have no cash and have notmade any arrangements to raise additional cash. We currently need additionalfunds and if we are unable to source them we will either have to suspendoperations until we do raise the cash, or cease operations entirely. As of December31, 2009, our total assets were $nil and our total liabilities were $833,000made up of accounts payable of $485,000 and related party debt of $347,000. Ournet working capital deficiency was $833,000. 

**Cash toOperating Activities**

During 2009 theCompany had an increase in accounts payable of $141,000 as the entire net losswas funded by its creditors.

**Cash to Investing Activities**

The Company had no investing activitiesduring 2009. During 2008 the Company advanced $507,000to an operating subsidiary prior to it ceasing operations on December 1, 2008.

**Cash from Financing Activities**

The Company had no financing activitiesduring 2009. During 2008 the Company received short-term loans of $347,000 fromrelated parties. 

**Off-BalanceSheet Arrangements**

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

**ITEM 7A.             QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

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

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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, 2009 and 2008 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, 2009. 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 withthe standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Company is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of thecompany’s internal control over financial reporting. Accordingly, we express nosuch opinion. An audit also includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessingthe accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believethat our audit provide a reasonable basis for our opinion.

In our opinion, the financial statementsreferred to above present fairly, in all material respects, the financialposition of i-level Media Group, Incorporated as of December 31, 2009 and 2008and the results of its operations and its cash flows for the years then endedand for the period from August 23, 2005 (Date of Inception) to December 31,2009 in conformity with accounting principles generally accepted in the UnitedStates.

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

Weaver, Martin & Samyn, LLCKansas City, MO

December 19, 2011

11

----

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

|                                                                                                          |   | December 31,    2009  $ |   |   | December 31,    2008    $ |   |
|---------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|--------|---------------------------|--------|
| Assets                                                                                                        |   |                    |   |   |                      |   |
| Current  Assets                                                                                               |   |                    |   |   |                      |   |
|      Cash                                                                            |   | -                       |   |   | 691                       |   |
| Total Assets                                                                                                  |   | -                       |   |   | 691                       |   |
| Liabilities and Stockholders’ (Deficit) Equity                                                           |   |                    |   |   |                      |   |
| Current  Liabilities                                                                                          |   |                    |   |   |                      |   |
|      Accounts  payable and accrued liabilities (Note 4)                              |   | 485,468                 |   |   | 343,945                   |   |
|      Related  party loans payable (Note 5)                                           |   | 347,332                 |   |   | 347,332                   |   |
| Total Current  Liabilities                                                                                    |   | 832,800                 |   |   | 691,277                   |   |
|      Nature and Continuance of Operations (Note 1)                                   |   |                    |   |   |                      |   |
|      Commitments (Note 9)                                                            |   |                    |   |   |                      |   |
|      Subsequent Events (Note 11)                                                     |   |                    |   |   |                      |   |
| Stockholders' Equity (Deficit) Equity                                                                         |   |                    |   |   |                      |   |
| Common Stock,  (Notes 7 and 8) 14,642,857 shares authorized, $0.001 par value 847,891 issued  and outstanding |   | 848                     |   |   | 848                       |   |
| Additional  Paid-in Capital                                                                                   |   | 4,274,012               |   |   | 4,274,012                 |   |
| Deficit  Accumulated During the Development Stage                                                             |   | (5,107,661              | )      |   | (4,965,446                | )      |
| Total Stockholders'  Equity (Deficit)                                                                         |   | (832,800                | )      |   | (690,586                  | )      |
| Total  Liabilities and Stockholders' Equity                                                                   |   | -                       |   |   | 691                       |   |

12

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i-level MediaGroup Incorporated(A DevelopmentStage Company)Statements ofOperations

|                                                                 |   | Accumulated  From August 23, 2005 (Inception) to  December 31,   2009  $ |   |   | For the  Year  Ended  December 31,   2009  $ |   |   | For the  Year  Ended  December 31,   2008    $ |   |
|----------------------------------------------------------------------|--------|--------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|--------|------------------------------------------------|--------|
| Revenue                                                              |   | -                                                                        |   |   | -                                            |   |   | -                                              |   |
| Operating  Expenses                                                  |   |                                                                     |   |   |                                         |   |   |                                           |   |
|      General  and administrative            |   | 1,034,306                                                                |   |   | 142,214                                      |   |   | 322,474                                        |   |
| Loss from  Operations Before Other Items                             |   | (1,034,306                                                               | )      |   | (142,214                                     | )      |   | (322,474                                       | )      |
| 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                                 |   | (2,052,307                                                               | )      |   | (142,214                                     | )      |   | (1,340,475                                     | )      |
| Discontinued  Operations                                             |   | (3,055,354                                                               | )      |   | -                                            |   |   | (573,932                                       | )      |
| Net Loss for  the Period                                             |   | (5,107,661                                                               | )      |   | (142,214                                     | )      |   | (1,914,407                                     | )      |
| Net Loss Per  Share From Operations - Basic and Diluted              |   |                                                                     |   |   | (.17                                         | )      |   | (1.58                                          | )      |
| Net Loss Per  Share From Discontinued Operations - Basic and Diluted |   |                                                                     |   |   | -                                            |   |   | (0.68                                          | )      |
| Net Loss Per  Share                                                  |   |                                                                     |   |   | (.17                                         | )      |   | (2.26                                          | )      |
| Weighted  Average Number of Shares Outstanding  - Basic and Diluted  |   |                                                                     |   |   | 848,000                                      |   |   | 848,000                                        |   |

13

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i-level MediaGroup Incorporated(A DevelopmentStage Company)Statements ofCash Flows

|                                                                                                              |   | Accumulated from August 23, 2005 (Inception) to December 31,   2009  $ |   |   | For the  Year  Ended  December 31,   2009  $ |   |   | For the  Year  Ended  December 31,   2008  $ |   |
|-------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|--------|----------------------------------------------|--------|
| Operating Activities                                                                                              |   |                                                                   |   |   |                                         |   |   |                                         |   |
|      Net  loss                                                                           |   | (5,107,660                                                             | )      |   | (142,214                                     | )      |   | (1,914,407                                   | )      |
|      Adjustments to reconcile net loss to cash                                           |   |                                                                   |   |   |                                         |   |   |                                         |   |
|           Services paid with shares                             |   | 215,229                                                                |   |   | -                                            |   |   | 149,280                                      |   |
|           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                                      |   |
|      Change in operating assets and liabilities                                          |   |                                                                   |   |   |                                         |   |   |                                         |   |
|           Accounts receivable                                   |   | -                                                                      |   |   | -                                            |   |   | 11,813                                       |   |
|           Increase in accounts payable  and accrued liabilities |   | 500,568                                                                |   |   | 141,523                                      |   |   | 320,856                                      |   |
| Net Cash Used  in Operating Activities                                                                            |   | (799,845                                                               | )      |   | (691                                         | )      |   | 159,475                                      |   |
| Investing Activities                                                                                              |   |                                                                   |   |   |                                         |   |   |                                         |   |
|      Advances  to subsidiaries discontinued                                              |   | (3,102,594                                                             | )      |   | -                                            |   |   | (506,775                                     | )      |
| Net Cash to  Investing Activities                                                                                 |   | (3,102,594                                                             | )      |   | -                                            |   |   | (506,775                                     | )      |
| Financing Activities                                                                                              |   |                                                                   |   |   |                                         |   |   |                                         |   |
|      Financing  activities of discontinued operations                                    |   | -                                                                      |   |   | -                                            |   |   | -                                            |   |
|      Proceeds  from related party loans                                                  |   | 347,332                                                                |   |   | -                                            |   |   | 347,332                                      |   |
|      Proceeds  from issuance of common stock                                             |   | 3,625,000                                                              |   |   | -                                            |   |   | -                                            |   |
|      Capital  raising costs                                                              |   | (69,893                                                                | )      |   | -                                            |   |   | -                                            |   |
| Net Cash  Provided by Financing Activities                                                                        |   | 3,902,439                                                              |   |   | -                                            |   |   | 347,332                                      |   |
| Increase  (Decrease) in Cash                                                                                      |   | -                                                                      |   |   | (691                                         | )      |   | 32                                           |   |
| Cash -  Beginning of Period                                                                                       |   | -                                                                      |   |   | 691                                          |   |   | 659                                          |   |
| Cash - End of  Period                                                                                             |   | 691                                                                    |   |   | -                                            |   |   | 691                                          |   |
| Supplemental Disclosures:                                                                                         |   |                                                                   |   |   |                                         |   |   |                                         |   |
|      Interest  paid                                                                      |   | 32,452                                                                 |   |   | -                                            |   |   | -                                            |   |
|      Income  taxes paid                                                                  |   | -                                                                      |   |   | -                                            |   |   | -                                            |   |
| Non-cash Financing and Investing Activities:                                                                      |   |                                                                   |   |   |                                         |   |   |                                         |   |
|      Assumption  of liabilities in reverse merger                                        |   | (237,140                                                               | )      |   | -                                            |   |   | -                                            |   |
|      Settlement  of debt with shares                                                     |   | 839,501                                                                |   |   | -                                            |   |   | 30,000                                       |   |
|      Financial  services contract paid with shares                                       |   | 172,500                                                                |   |   | -                                            |   |   | -                                            |   |
|      Capital  assets acquired through capital leases                                     |   | 6,802                                                                  |   |   | -                                            |   |   | -                                            |   |

14

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i-Level Media Group Incorporated(A DevelopmentStage Company)Statement ofStockholders' EquityFrom August 23,2005 (Date of Inception) to December 31, 2009

|                                                                                  |   |     |   |   |   |   |       |   | 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   | )      |
|      Net Loss for the Year From Operations                   |   | -        |   |   | -      |   | -          |   | (142,214    | )      | (142,214   | )      |
|                                                                                  |   |     |   |   |   |   |       |   |        |   |       |   |
| Balance - December 31, 2009                                                           |   | 847,891  |   |   | 848    |   | 4,274,012  |   | (5,107,660  | )      | (832,800   | )      |

15

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

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

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

|   | Thesefinancial statements have been prepared on a going concern basis, which impliesthe Company will continue to realize its assets and discharge its liabilitiesin the normal course of business. The Company had not generated revenues sinceinception and currently has no revenue generating operations. The Company has notpaid dividends, and is unlikely to pay dividends in the immediate orforeseeable future. The continuation of the Company as a going concern isdependent 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 $832,800 and had accumulatedlosses of $5,107,661       since inception. These factors raise substantialdoubt regarding the Company's ability to continue as a going concern. Thesefinancial statements do not include any adjustments to the recoverability andclassification of recorded asset amounts and classification of liabilities thatmight 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 abusiness. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2.  | Summaryof Significant Accounting Policies |
|----------|-------------------------------------------|

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

|   | Thepreparation of financial statements in accordance with United States generallyaccepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities at thedate of the financial statements and the reported amounts of revenue andexpenses in the reporting period. The Company regularly evaluates estimates andassumptions related to stock-based compensation, deferred income tax assetvaluations and loss contingencies. The Company bases its estimates andassumptions on current facts, historical experience and various other factorsthat it believes to be reasonable under the circumstances, the results of whichform the basis for making judgments about the carrying values of assets andliabilities and the accrual of costs and expenses that are not readily apparentfrom other sources. The actual results experienced by the Company may differmaterially and adversely from the Company's estimates. To the extent there arematerial differences between the estimates and the actual results, futureresults of operations will be affected. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

16

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

|   | TheCompany considers all highly liquid instruments with maturity of three monthsor less at the time of issuance to be cash equivalents. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|

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

|   | TheCompany computes net income (loss) per share in accordance with SFAS No. 128, “*Earningsper Share*”. SFAS No. 128 requires presentation of both basic and dilutedearnings per share (EPS) on the face of the income statement. Basic EPS iscomputed 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 commonshares outstanding during the period using the treasury stock method andconvertible preferred stock using the if-converted method. In computing DilutedEPS, the average stock price for the period is used in determining the numberof shares assumed to be purchased from the exercise of stock options orwarrants. Diluted EPS excludes all dilutive potential shares if their effect isanti dilutive. Diluted loss per share is equal to basic loss per share as theCompany does not have any dilutive instruments. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d)  | Financial Instruments |
|--------|----------|-----------------------|

|   | Thefair value of financial instruments, which include cash, accounts receivable,accounts payable and accrued liabilities, short-term loans and capital leaseobligations were estimated to approximate their carrying values due to theimmediate or short-term maturity of these financial instruments. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4.  | AccountsPayable and Accrued Liabilities |
|----------|-----------------------------------------|

|   |                                    |   | December 31,    2009  $ |   |   | December 31,    2008    $ |   |
|--------|-----------------------------------------|--------|-------------------------|--------|--------|---------------------------|--------|
|   | Accounts payable                        |   | 138,670                 |   |   | 112,028                   |   |
|   | Accrued expenses                        |   | 194,000                 |   |   | 194,000                   |   |
|   | Accrued interest                        |   | 71,998                  |   |   | 30,318                    |   |
|   | Accrued wages to former senior officers |   | 60,800                  |   |   | 7,600                     |   |
|   | Accrued directors remuneration          |   | 20,000                  |   |   | -                         |   |
|   |                                    |   | 485,468                 |   |   | 343,946                   |   |

|   | Subsequently, on April 21, 2010, the Company settled accruedexpenses of $150,000 by issuing 42,857 post-consolidation shares and accruedwages to a former senior officer of $30,400 by issuing 17,371post-consolidation shares. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5.  | RelatedParty Loans Payable |
|----------|----------------------------|

|   | In2007, 750,000 CNY (approximately $100,000) was loaned to i-Level SoftComm(Shanghai) Company Ltd., a wholly foreign owned enterprise formed under thelaws of the People's Republic of China, by a company controlled by a thendirector of the Company. This loan was secured by the assets of i-LevelSoftComm. 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. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | InMarch and April, 2008 $347,332 was loaned to the Company by family members ofthe two former senior officers and directors of the Company. These loans areunsecured; bear interest at 12% per annum and due on demand. Subsequently, onMay 12, 2010, the Company settled $15,000 of this debt plus $3,733 of accruedinterest by issuing 10,705 post-consolidation shares. As at December 31, 2009there was accrued interest of $71,998 owing.  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 6.  | RelatedParty Transactions |
|----------|---------------------------|

|   | a)  | On March 20, 2007 Executive Services Agreementswere entered into with two former senior officers of the Company. For a term ofeighteen 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 seniorofficers and the 10,000 CNY fee ceased at that time. The $3,800 for each of theformer senior officers continued from December 2008 to July 2009 (the date thesenior officers resigned their positions). As at December 31, 2009 a total of$60,800 (2008 - $7,600) was included in accrued liabilities. See Note 5 forrelated party loans payable. |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

17

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

| 7.  | CommonStock |
|----------|-------------|

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

|   | InJanuary, 2008 the Company issued 2,143 post-consolidation shares, valued at$30,000, to settle an accrued liability. |
|--------|-----------------------------------------------------------------------------------------------------------------------|

| 8.  | Stock Options and Warrants Outstanding |
|----------|----------------------------------------|

|   | Asat December 31, 2009 there were no stock options or warrants outstanding. |
|--------|-----------------------------------------------------------------------------|

| 9.  | Commitments |
|----------|-------------|

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

| 10.  | IncomeTaxes |
|-----------|-------------|

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

|   | The components of thenet deferred tax asset at December 31, 2009 and 2008 and the effective tax rateand the estimated amount of the valuation allowance are scheduled below: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                     |   | December 31,  2009  $ |   |   | December 31,  2008  $ |   |
|--------|------------------------------------------|--------|-----------------------|--------|--------|-----------------------|--------|
|   | Cumulative Combined Net Operating Losses |   | 1,818,000             |   |   | 1,676,000             |   |
|   | Effective Tax Rate                       |   | 34%                   |   |   | 34%                   |   |
|   | Deferred Tax Asset                       |   | 618,000               |   |   | 570,000               |   |
|   | Valuation Allowance                      |   | (618,000              | )      |   | (570,000              | )      |
|   | Net Deferred Tax Asset                   |   | -                     |   |   | -                     |   |

| 11.  | SubsequentEvents |
|-----------|------------------|

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

|   | b)  | In June, 2011 the Company’s Board of Directorsapproved a consolidation of its share capital. Each shareholder of recordreceived 1 share for every 70 shares held. On the date of record there were64,317,715 shares issued and outstanding. Upon consolidation there were 918,825shares issued and outstanding. This consolidation has been appliedretroactively to restate all share and per share amounts. |
|--------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

18

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

We have had no disagreements with our principal independentaccountants.

**ITEM 9A(T).       CONTROLS ANDPROCEDURES**

**Disclosure Controls and Procedures**

Francis Chiew our principal executive officer and our principal financialofficer, has concluded that our disclosure controls and procedures (as definedin Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective asof the end of the period covered by this report, based on their evaluation ofthese controls and procedures required by paragraph (b) of Rules 13a-15 and15d-15, due to the deficiencies in our internal control over financialreporting as described below.  

**Management’s Annual Report on Internal Control over FinancialReporting**

Our management is responsible for establishing and maintainingadequate internal control over financial reporting, as defined in Rules13a-15(f) under the Exchange Act.

The management of the Company assessed theeffectiveness of the Company’s internal control over financial reporting basedon the criteria for effective internal control over financial reportingestablished in Internal Control—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidanceon conducting such assessments.  Based on this assessment, managementdetermined that, during the year ended December 31, 2009, our internal controlsand procedures were not effective to detect the inappropriate application of USGAAP rules, as more fully described below.  This was due to deficiencies in thedesign or operation of the Company’s internal control that adversely affectedthe Company’s internal controls and that may be considered to be materialweaknesses.  

Management identified the following materialweaknesses 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 setforth in items 1 and 2 above did not have an effect on the Company’s financialresults. 

Management will continue to monitor and evaluate theeffectiveness of the Company’s internal controls and procedures and itsinternal controls over financial reporting on an ongoing basis and arecommitted to taking further action and implementing additional enhancements orimprovements, as necessary and as funds allow.

This annual report does not include an attestationreport of the Company’s registered public accounting firm regarding internalcontrol over financial reporting.  Management’s report was not subject toattestation by the company’s registered public accounting firm pursuant totemporary rules of the Securities and Exchange Commission that permit thecompany 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 financialreporting that occurred during the last quarter of our fiscal year ended December31, 2009 that have materially affected, or are reasonably likely to materiallyaffect, our internal control over financial reporting. 

**ITEM 9B.             OTHERINFORMATION**

Not applicable.

19

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**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, 2009are 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 |

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

The following is a description of the businessbackground of our sole director and executive officer as at December 31, 2009:

**Francis Chiew**served asone of our directors since May 31, 2007 and on August 4, 2009 accepted theexecutive officers positions and sole director. From February 2006 to thepresent, Mr. Chiew has served as the Managing Director of Lightship AsiaPacific, LLC (USA) ("LAP") and as a director and the General Managerof two of LAP's joint ventures - China Lightship Leasing Co. (HK) Ltd.("CLLC") and Beijing Lightship Advertising Co. Ltd("BLAC"). LAP, CLLC and BLAC were formed to establish advertisingopportunities using airships. From 2004 to January 2006, Mr. Chiew served as adirector of FBV Corporation Pte Ltd., a private company with varying businessinterests, including electronic product delivery and payment solutions. From2002 to May 2004, Mr. Chiew served as the Director of Business Development -Asia for EPOSS Limited (formerly ROK Group). EPOSS Limited, which subsequentlybecame a subsidiary of Western Union, First Data Corporation, U.S.A., wasprimarily involved with the development of prepayment solutions and systemswithin the banking and telecommunications industries. Mr. Chiew is a member ofour Audit, Compensation and Corporate Governance Committees.

**Term of Office**

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

**Significant Employees**

We have nosignificant employees other than the officers and directors described above.  

We have a separatelydesignated audit committee comprised of our sole director.  The audit committeewas established in the last thirty days and has not met.  A copy of the auditcommittee charter is filed with this report.  Audit committee functions areperformed by our board of directors, none of whom are deemed independent. Auditcommittee responsibilities that the board currently fulfills are: (1) selectionand oversight of our independent accountant; (2) establishing procedures for thereceipt, retention and treatment of complaints regarding accounting, internalcontrols and auditing matters; (3) establishing procedures for theconfidential, anonymous submission by future employees of concerns regardingaccounting and auditing matters; (4) engaging outside advisors; and, (5)funding for the outside auditors and any outside advisors engagement by theaudit committee.

**Audit Committee Financial Expert**

Francis Chiew, our sole officer anddirector, does not have the qualifications or experience to be considered afinancial expert. Because of our limited operations, we believe the services ofa 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 andpromote honest and ethical conduct; provide full, fair, accurate, timely andunderstandable disclosure in public reports; comply with applicable laws;ensure prompt internal reporting of code violations; and provide accountabilityfor adherence to the code.  A copy of our Code of Ethics is filed as an exhibitto this report.

20

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**Disclosure Committee and Charter**

We have a disclosure committee anddisclosure committee charter. A copy of the disclosure committee charter isfiled as an exhibit to this report. Our disclosure committee is comprised ofall of our officers and directors. The purpose of the committee is to provideassistance to the Chief Executive Officer and the Chief Financial Officer infulfilling their responsibilities regarding the identification and disclosureof material information about us and the accuracy, completeness and timelinessof our financial reports. 

**Family Relationships**

None.

**Involvement in CertainLegal Proceedings**

None of our directors, executive officers and controlpersons has been involved in any of the following events during the past fiveyears:

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

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

|   | 3.  | beingsubject to any order, judgment or decree, not subsequently reversed, suspendedor vacated, of any court of competent jurisdiction, permanently or temporarilyenjoining, barring, suspending or otherwise limiting his involvement in anytype of business, securities or banking activities; or |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4.  | beingfound by a court of competent jurisdiction (in a civil action), the Commissionor the Commodity Futures Trading Commission to have violated a federal or statesecurities or commodities law, and the judgment or decision has not beenreversed, suspended or vacated. |
|--------|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

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

Based solely on our review of these reports or writtenrepresentations from certain reporting persons, we believe that during thefiscal year ended December 31, 2009 and during the current fiscal year, allfiling requirements applicable to our officers, directors,greater-than-ten-percent beneficial owners and other persons subject to Section16(a) of the Exchange Act were met.

**ITEM 11.              EXECUTIVE COMPENSATION**

**Compensation Discussion and Analysis**

The table below summarizes all compensation awarded to, earned by orpaid to our executive officers by any person for all services rendered in allcapacities to us during our fiscal years ended December 31, 2009 and 2008.  

**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  ($)** | **Total  ($)** |
|---------------------------------------------------------------------------------------|----------|-----------------|----------------|------------------------|-------------------------|--------------------------------------------------|--------------------------------------------------------|----------------------------------|----------------|
| Francis Chiew(1)  President, Chief Executive Officer and Chief Financial Officer 2008 | 2009     | 20,000          | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | Nil                              | 20,000         |
| 2008                                                                                  | Nil      | Nil             | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | Nil                              |
| Aidan Sullivan(1)  President, Chief Executive Officer and Chief Financial Officer     | 2009     | 26,600          | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | Nil                              | 26,600         |
| 2008                                                                                  | 83,625   | Nil             | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | 83,625                           |
| Ian Sullivan(2)  Secretary and Chief Operating Officer                                | 2009     | 26,600          | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | Nil                              | 26,600         |
| 2008                                                                                  | 83,625   | Nil             | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | 83,625                           |
| Don Chen(3)  Chief Financial Officer and Treasurer                                    | 2009     | Nil             | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | Nil                              | Nil            |
| 2008                                                                                  | 31,954   | Nil             | Nil            | Nil                    | Nil                     | Nil                                              | Nil                                                    | 31,954                           |

21

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

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

|   | (3)  | Don Chen resigned as ourChief Financial Officer on June 4, 2008 and Aidan Sullivan was appointed in hisplace. |
|--------|-----------|---------------------------------------------------------------------------------------------------------------|

**Outstanding Equity Awards**

**The following table sets forth information relatingto options held by our executive officers as at December 31, 2009:**

|          | **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** |
|---------------|---------------------------------------------------------------------------|----------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|--------------------|----------------------|
| Francis Chiew | Nil                                                                       | Nil                                                                        | Nil                                                                                                  | Nil                | N/A                  |

We do not maintain any plans in respect of the retirement of ourdirectors 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 andis qualified in its entirety by reference to the Plan, a copy of which isincorporated by reference as an exhibit hereto. Under the terms of the Plan, anaggregate of 5,000,000 shares of our common stock may be granted to ourdirectors, officers, employees and consultants in the form of options, stockappreciation rights, restricted stock, units or other similar rights. Themaximum number of shares that maybe granted to any eligible participant in anycalendar year cannot exceed 2,500,000 shares. The Plan is administered by acommittee consisting of two or more independent directors that have exclusivepower and authority over the Plan, including in respect of, among other things:(i) interpreting the Plan, (ii) determining eligible participants, and (iii) determiningthe extent of awards made under the Plan, and the terms and conditions thereofand the agreements relating to the awards made. The determinations of the Planadministrator shall be conclusive and binding.

**OutstandingEquity Awards**

As at December31, 2009, there were no unexercised options, stock that had not vested oroutstanding equity incentive plan awards with respect to any of our officers ordirectors.

**Compensationof Directors**

Except asdisclosed below, we did not pay our directors any fees or other compensationfor acting as directors during our fiscal year ended December 31, 2009. Certain of our current or former directors serve or have served as officers ofthe Company, and any compensation they received due to their service as anofficer is disclosed in the table above and is not included in the table below:

22

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| **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            |
| Francis Chiew                   | nil                                    | nil                    | nil                     | nil                                              | nil                                                    | nil                              | nil            |

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

The following table sets forth certain informationconcerning 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 than5% of any class of our voting securities, (ii) each of our directors, (iii)each of our officers and (iv) our officers and directors as a group. Except asotherwise indicated, each shareholder listed possess sole voting and investmentpower with respect to the shares shown.

| **Name and address of  beneficial owner**                                                                           | **Amount and natureof beneficial ownership**(1) | **Percent of class**(2) |
|---------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|-------------------------|
| ***Executive Officers and Directors***                                                                              |                                                 |                         |
| Francis Chiew-  902, B1, KangBao Huayuan, #8 Gongren Tiyuchang  Donglu, Chaoyand District, Beijing, PRC 100020 | 13,000,000                                      | 93.4%                   |
| All executive officers and directors as a group (1 persons)                                                         | 13,000,000)                                     | 93.4%                   |
| ***Major Shareholders***                                                                                            |                                                 |                         |
| None                                                                                                                | Nil                                             | Nil                     |

| (1)  | Under Rule13d-3 of the Exchange Act a beneficial owner of a security includes any personwho, directly or indirectly, through any contract, arrangement, understanding,relationship or otherwise has or shares: (i) voting power, which includes thepower to vote or to direct the voting of shares; and (ii) investment power, whichincludes the power to dispose or direct the disposition of shares. Certainshares may be deemed to be beneficially owned by more than one person (if, forexample, persons share the power to vote or the power to dispose of theshares). In addition, shares are deemed to be beneficially owned by a person ifthe person has the right to acquire the shares (for example, upon exercise ofan 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 sharesoutstanding is deemed to include the amount of shares beneficially owned bysuch person (and only such person) by reason of these acquisition rights. |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2)  | Based on 13,918,825shares of our common stock issued and outstanding as of December 19, 2011. |
|-----------|-----------------------------------------------------------------------------------------------|

**Changes in Control**

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

**Securities Authorized For Issuance under Compensation Plans**

The table setforth below presents information relating to our equity compensation plans asof the date of December 31, 2009:  

| **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                                                                                                                        |

23

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**Changes inControl**

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

**ITEM 13.              CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**

**Transactionswith Related Parties**

Except as disclosed below, there are no transactions,since the beginning of our last fiscal year, or any currently proposedtransactions, in which we were or are to be a participant where the amountinvolved exceeds the lesser of $120,000 or one percent of the average of ourtotal assets at year-end for each of the fiscal years since the date of ourincorporation, and in which any "related person" had or will have adirect or indirect material interest. "Related person" includes:

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

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

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

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

**ITEM14.              PRINCIPAL ACCOUNTING FEES AND SERVICES**

Weaver, Martin& Samyn, LLC served as our independent registered public accounting firmand audited our financial statements for the fiscal years ended December 31,2009 and 2008. Aggregate fees for professional services rendered to us by our currentand predecessor auditors are set forth below:  

|               | **Year Ended  December 31, 2009** | **Year Ended  December 31, 2008** |
|--------------------|-----------------------------------|-----------------------------------|
| Audit Fees         | Nil                               | $14,250                           |
| Audit-Related Fees | Nil                               | Nil                               |
| Tax Fees           | Nil                               | Nil                               |
| All Other Fees     | Nil                               | Nil                               |
| Total              | Nil                               | $14,250                           |

**Audit Fees**

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

24

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**Audit Related Fees**

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

**Tax Fees**

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

**All Other Fees**

All other feesinclude fees billed by our independent principal auditors for products orservices other than as described in the immediately preceding threecategories.  

**Policy on Pre-Approval of Services Performed byIndependent Auditors**

It is our Boardof Directors’ policy to pre-approve all audit and permissible non-auditservices performed by the independent auditors. We approved all services thatour independent principal accountants provided to us in the past two fiscalyears.

**ITEM 15.              EXHIBITS**

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

| **Exhibit No.** |   | **Description      of Exhibit**                                                                                                   |
|-----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
| 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 |

25

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**SIGNATURES**

Pursuant to therequirements 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 theundersigned, thereunto duly authorized.

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

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