UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 1*

FIRST LEVEL ENTERTAINMENT GROUP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

___________

(CUSIP Number)

Steven Adelstein

7076 Spyglass Avenue

Parkland, FL 33076

954-599-3672

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

———————

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 4 Pages)


CUSIP No.	13D	Page 2 of 4 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Steven Adelstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)
	(b)

3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6	CITIZENSHIP OR PLACE OF ORGANIZATION FL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,500,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,500,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27%
14	TYPE OF REPORTING PERSON IN


CUSIP No.	13D	Page 3 of 4 Pages


Item 1.	Security and Issuer.

This statement on Schedule 13D (the “Statement”) relates to shares of the common stock, par value $.001 per share (“Common Stock”) of First Level Entertainment Group, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 7076 Spyglass Avenue, Parkland, FL 33076. The Issuer became a reporting registrant on January 27, 2011.


Item 2.	Identity and Background.


	(a)	This Statement is filed by Steven Adelstein who became subject to reporting requirements on April 30, 2011 and became an Officer and Director of the Issuer on April 17, 2012.

	(b)	Steven Adelstein’s address is 7076 Spyglass Avenue, Parkland, FL 33076.

	(c)	Steven Adelstein is an Officer and Director of the Issuer and an Investor.

	(d)	During the last five years, Steven Adelstein has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.

	(e)	During the last five years, Steven Adelstein has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws

	(f)	Steven Adelstein is a US Citizen


Item 3.	Source or Amount of Funds or Other Consideration.

Personal Funds


Item 4.	Purpose of the Transaction.

On April 30, 2011, 500,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment of debt.

On July 31, 2011, 400,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment for consulting fees.

On August 26, 2011, 1,800,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment for consulting fees.

On April 17, 2012, 600,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment for services rendered.

On May 31, 2012, 6,800,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment for services rendered, of which 4,000,000 shares were issued to Venture Capital Clinic Corp, an affiliate of the Issuer and a controlled entity of the Reporting Person.


CUSIP No.	13D	Page 4 of 4 Pages

On June 30, 2012, 2,000,000 shares of the Issuer’s common stock was acquired at $0.025 per share from the Issuer as payment for services rendered.

On June 30, 2012, 1,400,000 shares of the Issuer’s common stock was acquired in a transfer of shares from private individuals, of which 500,000 shares held in the name of Venture Capital Clinic Corp, an affiliate of the Issuer and a controlled entity of the Reporting Person.


Item 5.	Interest in Securities of the Issuer.

(a) 13,500,000 shares of the Issuer’s common stock ( 27% )

(b) Sole Power to Vote or to Direct the Vote

(d) Not Applicable

(e) Not Applicable


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None


Item 7.	Material to be filed as Exhibits.

None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 6, 2012


	By:	/s/ Steven Adelstein
		Steven Adelstein