10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K /A

Amendment No. 1

(Mark One)

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

For the fiscal year ended:  August 31, 2012

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

For the transition period from _______________ to _______________

Commission file number:  333-170016

FIRST LEVEL ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	90-0599877
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

7076 SPYGLASS AVENUE
PARKLAND, FL	33076
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (954) 599-3672

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
PREFERRED STOCK PAR VALUE $0.001	NONE
COMMON STOCK PAR VALUE $0.001	NONE

Securities registered pursuant to section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[   ] Yes     [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[   ] Yes     [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes     [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[  ] Yes     [X] No

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

[X]      

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

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[   ] Yes     [X] No

As of August 31, 2012, the aggregate market value of such shares held by non-affiliates of the Registrant’s common stock was approximately $260,500. Shares of the Registrant’s common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class of Stock	Shares as of October 22, 2012
COMMON STOCK, $0.001 PAR VALUE	52,500,000

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended August 31, 2012 (“Form 10-K”) is to submit Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 consists of the Interactive Data Files relating to the Form 10-K for the year ended August 31, 2012, filed with the Securities and Exchange Commission on November 2, 2012.

PART IV

ITEM 15. EXHIBITS

The Exhibits listed below are filed as part of this Form 10-K as filed with the Securities and Exchange Commission.

EXHIBIT NO.	DOCUMENT DESCRIPTION
3.1	Articles of Incorporation (incorporated by reference from Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 19, 2010) and restated and amended Articles of Incorporation as filed (incorporated by reference on Form 8-K with the Securities and Exchange Commission on August 25, 2011; and amended and restated Articles of Incorporation as filed (incorporated by reference on Form 8-K with the Securities and Exchange Commission on February 10, 2012).
3.2	By-laws incorporated by reference from Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 19, 2010.

The following Exhibits listed below are filed as part of this Form 10-K and Amendments for the period ended August 31, 2011:

31.1 *	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *	Certification of the Chief Financial Officer pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 **	XBRL data files of Financial Statements and Notes contained in this Annual Report on Form 10-K

* Previously submitted.

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

SIGNATURES

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

	FIRST LEVEL ENTERTAINMENT GROUP, INC.
Date: April 9, 2013	By: /s/ Steven Adelstein
	Steven Adelstein
	Chief Executive Officer,
	Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 9, 2013	By: /s/ Alfred Fernandez
	Alfred Fernandez
	Chief Financial Officer,
	Member of the Board of Directors

Date: April 9, 2013	By: /s/ Steven Berman
	Steven Berman
	Chief Operating Officer,
	Member of the Board of Directors

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GOING CONCERN

12 Months Ended

Aug. 31, 2012

GOING CONCERN [Abstract]

GOING CONCERN

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has a deficit accumulated since inception (June 2, 2008) through August 31, 2012; of ($1,360,015).The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company has funded its initial operations, from inception to August 31, 2012, by way of issuing common shares and advances from related parties. As of August 31, 2012, the Company had issued 52,500,000 common shares, for a total of $1,202,500. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the consolidated balance sheet, statements of operations, stockholders' equity and cash flows of the Company including its wholly owned subsidiaries. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC Topic 915. Among the disclosures required by ASC 915 are that the Company's consolidated financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.

Use of Estimates and Assumptions

Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Intellectual Property

The Company, on July 31, 2010, acquired intellectual property consisting of thirty-five (35) children's songs. The intellectual property acquired included all rights, title and interest and therefore the Company has title of one hundred percent (100%) ownership to the thirty-five (35) children's songs.

The Company has capitalized costs of the acquired intellectual properties consisting of $105,000 including thirty-five (35) individual children's songs at August 31, 2012 and $262,500 at August 31, 2011. The Company begins amortizing intellectual property costs, using the straight-line method over the estimated useful life of 3 years, once it is put into service. At August 31, 2012, the intellectual properties have not been put into service.

Impairment of Long-Lived Assets

In accordance with ASC 360-10-05-4 "Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets", which was previously Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of Long-lived Assets", the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluates its long-lived assets from time to time and impairment charges of $192,500 were recorded for the twelve (12) month period ended August 31, 2012.

Fair Value

In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Revenue and Cost Recognition

The Company has no current source of revenue. The Company recognizes revenue based on Account Standards Codification ("ASC") 605 "Revenue Recognition" which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements' and No. 104, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Revenues transacted from on-line platforms are recognized at the point of sale.

The Cost of Sales includes any labor cost and the amortization of intellectual property.

Consulting Services and Software Development

The company expenses consulting services and software development as incurred. The company has had consulting services and software development expenses of $1,072,920 from inception (June 2, 2008) through August 31, 2012.

Property

The Company does not own or lease any real property at August 31, 2012.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Foreign Currency Translation

The consolidated financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder's equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Compensation

The Company expenses compensation (whether paid, accrued or in equity) as incurred. For the twelve (12) months ended August 31, 2012, the Company had compensation of $468,400 of which $384,500 was remitted as stock compensation; $33,900 was remitted as earned and $50,000 accrued.

Consulting and Software Development

The company expenses consulting and software development (including research and development) as incurred. The company has had consulting and software development expenses of $240,100 for the twelve (12) month period ended August 31, 2012 and $637,600 from inception (June 2, 2008) through August 31, 2012.

Stock-based Compensation

From time to time, the company does issue shares of its common stock for services and compensation. Accordingly, when common shares are issued, the company expenses the fair market value of the common shares at time of issuance. The Company has not adopted a stock option plan and has not granted any stock options.

Share Based Expenses

In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

Recent Accounting Pronouncements

The Company has evaluated all the recent accounting pronouncements through August 31, 2012 and believes that none of them, including those not yet effective, will have a material effect on the financial position or results of operations of the Company.

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CONDENSED BALANCE SHEET (USD $)	Aug. 31, 2012	Aug. 31, 2011
CURRENT ASSETS:
Cash and equivalents	$ 4,409	$ 100
Deposit-Software
Total Current Assets	4,409	100
OTHER ASSETS:
Intellectual assets, net	70,000	262,500
Total Assets	74,409	262,600
CURRENT LIABILITIES:
Accounts payable	7,500
Accrued expenses	136,924	10,000
Advance from related parties		400
Total Current Liabilities	144,424	10,400
LONG TERM LIABILITIES
Note Payable-Related Party	87,500
Total Long Term Liabilities	87,500
Total Liabilities	231,924	10,400
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock, par value $.001; 10,000,000 shares authorized; 0 issued and outstanding at August 31, 2012 and August 31, 2011
Common stock , par value $.001; 250,000,000 shares authorized; 52,500,000 shares issued as of August 31, 2012 and 31,500,000 shares issued at August 31, 2011	52,500	31,500
Additional paid in capital	1,150,000	646,000
Deficit accumulated during the development stage	(1,360,015)	(425,300)
Total Stockholders? Equity/(Deficit)	(157,515)	252,200
Total Liabilities and Stockholders? Equity/(Deficit)	74,409	262,600
Common Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Total Stockholders? Equity/(Deficit)	52,500	31,500
Accumulated (Deficit) During Development Stage [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Total Stockholders? Equity/(Deficit)	$ (1,360,015)	$ (425,300)

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CONDENSED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended		51 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2012
OPERATING ACTIVITIES:
Net loss	$ (934,715)	$ (418,916)	$ (1,360,015)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of assets	192,500		192,500
Issuance of common stock for services	522,000	397,500	919,500
Issuance of common stock - shareholder note payable		252,500	252,500
Changes in operating assets and liabilities:
Deposits
Accounts payable	7,500		7,500
Increase/(decrease) in accrued expenses	126,924	4,300	136,924
Net cash provided by (used) in operating activities	(85,791)	235,384	148,909
FINANCING ACTIVITIES:
Proceeds from issuance of common stock	3,000		8,000
Increase (decrease) in notes payable	87,500	(240,000)	(152,500)
Increase in due to related parties	(400)	(284)
Net cash provided by (used in) financing activities	90,100	(240,284)	(144,500)
NET INCREASE (DECREASE) IN CASH	4,309	(4,900)	4,409
CASH BEGINNING BALANCE	100	5,000
CASH ENDING BALANCE	4,409	100	4,409
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid
Interest paid
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock - shareholder note payable		397,500	397,500
Issuance of common stock for services	522,000	397,500	919,500
Issuance of common stock for acquisition of intellectual property			22,500
Issuance of notes payable for acquisition of intellectual property			240,000
Common Stock [Member]
OPERATING ACTIVITIES:
Net loss
Accumulated (Deficit) During Development Stage [Member]
OPERATING ACTIVITIES:
Net loss	$ (934,715)	$ (418,916)

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INCOME TAXES (Details) (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
INCOME TAXES [Abstract]
Net operating loss carry forward	$ 934,715	$ 425,300
Times Tax at Statutory rate	35.00%	35.00%
Deferred Tax Asset	327,150	148,850
Valuation allowance	(327,150)	(148,850)
Net deferred tax asset	$ 0	$ 0

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NOTE PAYABLE (Details) (USD $)	39 Months Ended				39 Months Ended
	Aug. 31, 2011	Aug. 31, 2012	Jul. 31, 2010	Apr. 17, 2012 Venture Capital Clinic Corp [Member]	Aug. 31, 2011 Common Stock [Member]	Aug. 31, 2012 Common Stock [Member]
Accumulated Capitalized Interest Costs	$ 262,500	$ 105,000
Stock Issued During Period, Value, Conversion of Convertible Securities	240,000				9,600
Stock Issued During Period, Shares, Conversion of Convertible Securities					9,600,000
Sale of Stock, Price Per Share			$ 0.005		$ 0.025	$ 0.025
Due to Affiliate				150,000
Stated interest rate, convertible note				9.00%
Common stock, par value per share	$ 0.001	$ 0.001		$ 0.03
Convertible notes payable				87,500
Accrued interest				2,500
Accounts payable and accrued expenses				$ 90,000

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION

12 Months Ended

Aug. 31, 2012

NATURE OF OPERATIONS AND BASIS OF PRESENTATION [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

First Level Entertainment Group, Inc. ("Company") formerly known as Sound Kitchen Entertainment Group, Inc. is in the development stage commencing operations in April, 2010 and has incurred losses since inception totaling ($1,360,015). The Company was incorporated on June 2, 2008 in the State of Florida and established a fiscal year end of August 31st. The Company is a development stage company and is in the entertainment business presently focusing on mobile applications and children's music.

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CONDENSED BALANCE SHEET (Parenthetical) (USD $)	Aug. 31, 2012	Aug. 31, 2011
CONDENSED BALANCE SHEET [Abstract]
Preferred Stock, par value per share	0.001	0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value per share	0.001	0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	52,500,000	31,500,000
Common stock, shares outstanding	52,500,000
Common Stock [Member]
CONDENSED BALANCE SHEET [Abstract]
Common stock, shares outstanding	52,500,000	31,500,000

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INCOME TAXES (Tables)

12 Months Ended

Aug. 31, 2012

INCOME TAXES [Abstract]

Components of The Company?s Deferred Tax Asset

	August 31, 2012			August 31, 2011
Net operating loss carry forward	$	934,715		$	425,300
Times Tax at Statutory rate		35			35
Deferred Tax Asset		327,150			148,850
Valuation allowance		(327,150	)		(148,850	)
Net deferred tax asset	$	0		$	0

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Document and Entity Information (USD $)	12 Months Ended
	Aug. 31, 2012	Oct. 22, 2012
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2012
Entity Registrant Name	FIRST LEVEL ENTERTAINMENT GROUP, INC.
Entity Central Index Key	0001503227
Current Fiscal Year End Date	--08-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Public Float	$ 260,500
Entity Well-known Seasoned Issuer	No
Entity Filer Category	Smaller Reporting Company
Entity Units Outstanding		52,500,000

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) (USD $)	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010
Losses since inception	$ (157,515)	$ 252,200	$ 21,116
Accumulated (Deficit) During Development Stage [Member]
Losses since inception	$ (1,360,015)	$ (425,300)	$ (6,384)

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CONDENSED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended		51 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2012
CONDENSED STATEMENTS OF OPERATIONS [Abstract]
Net Sales
Cost of Sales
Gross Profit
Operating Expenses:
Legal and Accounting	32,087	13,700	51,487
Consulting and Software Development	675,420	397,500	1,072,920
General and Administrative	22,784	7,716	31,184
Total Operating Expenses	730,291	418,916	1,155,591
Operating Loss	(730,291)	(418,916)	(1,155,591)
Other income/expenses:
Interest expense	(11,924)		(11,924)
Adjustment For Amortization	(192,500)		(192,500)
Total Other Income/ (Expenses)	(204,424)		(204,424)
Net (loss) before Income Taxes	(934,715)	(418,916)	(1,360,015)
Provision for Income Taxes
Net (loss)	(934,715)	(418,916)	(1,360,015)
Basic and diluted net loss per common share	$ (0.025)	$ (0.07)
Weighted average number of common shares outstanding	37,438,795	6,103,288
Common Stock [Member]
Other income/expenses:
Net (loss)
Accumulated (Deficit) During Development Stage [Member]
Other income/expenses:
Net (loss)	$ (934,715)	$ (418,916)

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INCOME TAXES

12 Months Ended

Aug. 31, 2012

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 6 - INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. In accordance with ASC Topic 740 - Accounting for Income Tax and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The components of the Company's deferred tax asset as of August 31, 2012 and 2011 are as follows:

	August 31, 2012			August 31, 2011
Net operating loss carry forward	$	934,715		$	425,300
Times Tax at Statutory rate		35			35
Deferred Tax Asset		327,150			148,850
Valuation allowance		(327,150	)		(148,850	)
Net deferred tax asset	$	0		$	0

The net federal operating loss carry forward will expire between 2028 and 2032. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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CAPITAL STOCK

12 Months Ended

Aug. 31, 2012

CAPITAL STOCK [Abstract]

CAPITAL STOCK

NOTE 5 - CAPITAL STOCK

In August, 2011 and February, 2012, the company filed, amended and restated Articles of Incorporation with the Secretary of State of Florida which:

· changed the name of the corporation to First Level Entertainment Group, Inc.

· increased the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and fixed a par value of $0.001 per share,

· authorized a class of 10,000,000 shares of blank check preferred stock, par value $0.001 per share, and

· included indemnification provisions customary under Florida law, as well as election not to be governed by the provisions of the Florida Business Corporation Act governing affiliated transactions and an election to be governed by the provisions related to control share acquisitions.

In July, 2010, the then sole officer and director of the Company purchased 1,000,000 shares of the common stock in the Company at $0.005 per share for $5,000.

In July, 2010, eight (8) individuals (including four (4) minor aged children) purchased 4,500,000 shares of the common stock in the Company at $0.005 per share for $22,500. These 4,500,000 common shares were issued as consideration for the deposit of $22,500 on the agreement to purchase intellectual properties.

In April, 2011, the Company issued 500,000 shares of the common stock in the Company at $0.025 per share for $12,500 as payment of debt to related parties.

In July, 2011, the Company issued 1,200,000 shares of the common stock in the Company at $0.025 per share for $30,000 as payment of liabilities for consulting services rendered.

In August, 2011, the Company issued 14,700,000 shares of the common stock in the Company at $0.025 per share for $367,500 as payment of liabilities for consulting services rendered.

In August, 2011, the Company issued 9,600,000 shares of the common stock in the Company at $0.025 per share for $240,000 as payment of the liability for the company's children's library.

In February, 2012, the Company issued 800,000 shares of the common stock in the Company at $0.025 per share for $20,000 as payment of debt to related parties.

In February, 2012, the Company issued 3,000,000 shares of the common stock in the Company at $0.025 per share for $75,000 as payment for consulting services.

In February, 2012, the Company issued 120,000 shares of the common stock in the Company at $0.025 per share for $3,000 pursuant to the Form S-1 as filed with the Securities and Exchange Commission.

In April, 2012, the Company issued 4,080,000 shares of the common stock in the Company at $0.025 per share for $102,000 as payment for consulting services (3,000,000 common shares) and stock based compensation (1,080,000 common shares).

In May, 2012, the Company issued 6,800,000 shares of the common stock in the Company at $0.025 per share for $170,000 of which 2,800,000 common shares was payment for stock based compensation and 4,000,000 common shares were issued for services rendered.

In June, 2012, the Company issued 3,200,000 shares of the common stock in the Company at $0.025 per share for $80,000 of which 2,000,000 common shares was payment for stock based compensation and 1,200,000 common shares were issued for services rendered.

In August, 2012, the Company issued 3,000,000 shares of the common stock in the Company at $0.025 per share for $75,000 of which 2,500,000 common shares was payment for stock based compensation and 500,000 common shares were issued for services rendered.

From inception (June 2, 2008) through August 31, 2012, the Company has not granted any stock options and warrants.

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RELATED PARTY TRANSACTIONS (Details) (USD $)	51 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
RELATED PARTY TRANSACTIONS [Abstract]
Incorporation costs	$ 684
Loans from related parties, without interest	$ 0	$ 400

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended	51 Months Ended
	Aug. 31, 2012	Aug. 31, 2012	Aug. 31, 2011	Jul. 31, 2010
Finite-Lived Intangible Assets [Line Items]
Children's songs acquired				35
Ownership to the 35 children's songs, percent				100.00%
Capitalized costs of the intellectual properties	$ 105,000	$ 105,000	$ 262,500
Amortization period	3 years
Long-lived assets, impairment charges	192,500
Compensation, accrued	50,000	50,000
Compensation, as earned	33,900
Compensation, stock compensation	384,500
Compensation	468,400
Consulting and software development expenses	240,100	637,600
Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Expenses		$ 1,072,920

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SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2012

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred subsequent to August 31, 2012 through October 22, 2012, the date the consolidated financial statements were issued, for potential recognition or disclosure in the accompanying consolidated financial statements. Other than the disclosures above, we did not identify any events or transactions that should be recognized or disclosed in the accompanying consolidated financial statements.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Aug. 31, 2012

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

During the period from June 2, 2008 (inception) through August 31, 2012 the former sole officer and director paid incorporation costs of $684 on behalf of the Company. Additionally, other affiliates and related parties have made advances from time to time and at August 31, 2012 and 2011, the amounts were $0 and $400 respectively. These amounts were classified as loans from related parties. All advances and loans are payable on demand and without interest.

The note payable is with a related party and is discussed further in Note 8.

The Company does not lease or rent any property. Office space and services are provided without charge by an officer / shareholder. Such costs are immaterial to the consolidated financial statements and accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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NOTE PAYABLE

12 Months Ended

Aug. 31, 2012

NOTE PAYABLE [Abstract]

NOTE PAYABLE

NOTE 8 - NOTE PAYABLE

On July 31, 2010, the company acquired intellectual property for a total cost of $262,500. At closing, the company executed a promissory note in the amount of $240,000. The promissory note was executed in its entirety to Tammi Shnider, as Trustee, representing a total of eight (8) individuals (including four (4) minor aged children). Tammi Shnider is a related party. On August 26, 2011, the Note was paid in full with the issuance of 9,600,000 common shares of the company valued at $0.025 per common share.

On April 17, 2012, the company entered into a convertible Note with an affiliated company (Venture Capital Clinic Corp.) of our Chief Executive Officer and Chairman of the Board of Directors., Steve Adelstein. The Note is for a maximum amount of $150,000 (determined from time to time as advances are made) having a stated interest rate of 9% and/or convertible into common shares at $0.03 per share at the sole discretion of the Note holder. Both principal and interest are due August 31, 2015 and can be prepaid without penalty. At August 31, 2012, the balance of the Note (principal) outstanding was $87,500 and accrued interest approximating $2,500 for a total of $90,000.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation

Basis of Presentation

The financial statements present the consolidated balance sheet, statements of operations, stockholders' equity and cash flows of the Company including its wholly owned subsidiaries. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Development Stage Company

Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC Topic 915. Among the disclosures required by ASC 915 are that the Company's consolidated financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Intellectual Property

Intellectual Property

The Company, on July 31, 2010, acquired intellectual property consisting of thirty-five (35) children's songs. The intellectual property acquired included all rights, title and interest and therefore the Company has title of one hundred percent (100%) ownership to the thirty-five (35) children's songs.

The Company has capitalized costs of the acquired intellectual properties consisting of $105,000 including thirty-five (35) individual children's songs at August 31, 2012 and $262,500 at August 31, 2011. The Company begins amortizing intellectual property costs, using the straight-line method over the estimated useful life of 3 years, once it is put into service. At August 31, 2012, the intellectual properties have not been put into service.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

In accordance with ASC 360-10-05-4 "Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets", which was previously Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of Long-lived Assets", the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluates its long-lived assets from time to time and impairment charges of $192,500 were recorded for the twelve (12) month period ended August 31, 2012.

Fair Value

Fair Value

In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

Income Taxes

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Revenue and Cost Recognition

Revenue and Cost Recognition

The Company has no current source of revenue. The Company recognizes revenue based on Account Standards Codification ("ASC") 605 "Revenue Recognition" which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements' and No. 104, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Revenues transacted from on-line platforms are recognized at the point of sale.

The Cost of Sales includes any labor cost and the amortization of intellectual property.

Consulting Services and Software Development

Consulting Services and Software Development

The company expenses consulting services and software development as incurred. The company has had consulting services and software development expenses of $1,072,920 from inception (June 2, 2008) through August 31, 2012.

Property

Property

The Company does not own or lease any real property at August 31, 2012.

Net Loss per Share

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Foreign Currency Translation

Foreign Currency Translation

The consolidated financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder's equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Compensation

Compensation

The Company expenses compensation (whether paid, accrued or in equity) as incurred. For the twelve (12) months ended August 31, 2012, the Company had compensation of $468,400 of which $384,500 was remitted as stock compensation; $33,900 was remitted as earned and $50,000 accrued.

Consulting and Software Development

Consulting and Software Development

The company expenses consulting and software development (including research and development) as incurred. The company has had consulting and software development expenses of $240,100 for the twelve (12) month period ended August 31, 2012 and $637,600 from inception (June 2, 2008) through August 31, 2012.

Stock-Based Compensation

Stock-based Compensation

From time to time, the company does issue shares of its common stock for services and compensation. Accordingly, when common shares are issued, the company expenses the fair market value of the common shares at time of issuance. The Company has not adopted a stock option plan and has not granted any stock options.

Share Based Expenses

Share Based Expenses

In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.

Related Parties

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated all the recent accounting pronouncements through August 31, 2012 and believes that none of them, including those not yet effective, will have a material effect on the financial position or results of operations of the Company.

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CAPITAL STOCK (Details) (USD $)	12 Months Ended		27 Months Ended	39 Months Ended	51 Months Ended
	Aug. 31, 2012	Aug. 31, 2010	Aug. 31, 2010	Aug. 31, 2011	Aug. 31, 2012	Jul. 31, 2010
Increase in shares authorized				500,000,000
Common stock, shares authorized	250,000,000			250,000,000	250,000,000
Common stock, par value per share	$ 0.001			$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000			10,000,000	10,000,000
Preferred Stock, par value per share	$ 0.001			$ 0.001	$ 0.001
Common stock sold to sole officer and director		1,000,000
Common stock sold, price per share						$ 0.005
Common stock sold to sole officer and director, consideration received		$ 5,000
Common stock issued July 31, 2010			22,500
Common stock issued for debt				12,500
Common Stock issued for services	62,500			30,000	62,500
Common stock issued August 26, 2011 for services				367,500
Common stock issued August 26, 2011 conversion of debt				240,000
Common stock issued in February, 2012 for payment of debt to related parties	20,000
Common stock issued in February, 2012 for payment of consulting services	75,000
Common Stock issued February 29, 2012 for cash					3,000
Common Stock issued April 17, 2012 for services					102,000
Common Stock issued May 31, 2012 for services					170,000
Common Stock issued June 30, 2012 for services					80,000
Common Stock issued, August 2012	75,000
Common Stock [Member]
Common stock sold to sole officer and director			1,000,000
Common stock sold, price per share	$ 0.025			$ 0.025	$ 0.025
Common stock issued July 31, 2010, shares			4,500,000
Common stock issued July 31, 2010			4,500
Common stock issued for debt, shares				500,000
Common stock issued for debt				500
Common Stock issued for services, shares	2,500,000			1,200,000	2,500,000
Common Stock issued for services	2,500			1,200	2,500
Common stock issued August 26, 2011 for services, shares				14,700,000
Common stock issued August 26, 2011 for services				14,700
Common stock issued August 26, 2011 conversion of debt, shares				9,600,000
Common stock issued August 26, 2011 conversion of debt				9,600
Common stock issued in February, 2012 for payment of debt to related parties, shares	800,000
Common stock issued in February, 2012 for payment of consulting services, shares	3,000,000
Common Stock issued February 29, 2012 for cash, Shares					120,000
Common Stock issued February 29, 2012 for cash					120
Common Stock issued April 17, 2012 for services, shares					4,080,000
Common Stock issued April 17, 2012 for services					4,080
Common Stock issued May 31, 2012 for services, shares					6,800,000
Common Stock issued May 31, 2012 for services					6,800
Common Stock issued June 30, 2012 for services, shares					3,200,000
Common Stock issued June 30, 2012 for services					$ 3,200
Common Stock issued, August 2012, shares	3,000,000

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STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT) (USD $)	Total	Common Stock [Member]	Additional Paid in Capital [Member]	Accumulated (Deficit) During Development Stage [Member]
Balance at Jun. 02, 2008
Common Stock issued	$ 5,000	$ 1,000	$ 4,000
Common Stock issued, shares		1,000,000
Common stock issued July 31, 2010	22,500	4,500	18,000
Common stock issued July 31, 2010, shares		4,500,000
Incurred losses since inception	(6,384)			(6,384)
Balance at Aug. 31, 2010	21,116	5,500	22,000	(6,384)
Balance, shares at Aug. 31, 2010		5,500,000
Balance at Jun. 02, 2008
Common stock issued for debt	12,500	500	12,000
Common stock issued for debt, shares		500,000
Common Stock issued for services	30,000	1,200	28,800
Common Stock issued for services, shares		1,200,000
Common stock issued August 26, 2011 for services	367,500	14,700	352,800
Common stock issued August 26, 2011 for services, shares		14,700,000
Common stock issued August 26, 2011 conversion of debt	240,000	9,600	230,400
Common stock issued August 26, 2011 conversion of debt, shares		9,600,000
Common Stock issued May 31, 2012 for services				(418,916)
Common Stock issued May 31, 2012 for services, shares
Balance at Aug. 31, 2011	252,200	31,500	646,000	(425,300)
Balance, shares at Aug. 31, 2011		31,500,000
Balance at Jun. 02, 2008
Common Stock issued for services	62,500	2,500	60,000
Common Stock issued for services, shares		2,500,000
Common Stock issued Februray 29, 2012 for debt and services	107,500	4,300	103,200
Common Stock issued Februray 29, 2012 for debt and services, Shares		4,300,000
Common Stock issued April 17, 2012 for services	102,000	4,080	97,920
Common Stock issued April 17, 2012 for services, shares		4,080,000
Common Stock issued February 29, 2012 for cash	3,000	120	2,880
Common Stock issued February 29, 2012 for cash, Shares		120,000
Common Stock issued May 31, 2012 for services	170,000	6,800	163,200
Common Stock issued May 31, 2012 for services, shares		6,800,000
Common Stock issued June 30, 2012 for services	80,000	3,200	76,800
Common Stock issued June 30, 2012 for services, shares		3,200,000
Incurred losses since inception	(1,360,015)
Balance at Aug. 31, 2012	(157,515)	52,500	1,150,000	(1,360,015)
Balance, shares at Aug. 31, 2012	52,500,000	52,500,000
Balance at Aug. 31, 2010	21,116	5,500	22,000	(6,384)
Balance, shares at Aug. 31, 2010		5,500,000
Incurred losses since inception	(418,916)			(418,916)
Balance at Aug. 31, 2011	252,200	31,500	646,000	(425,300)
Balance, shares at Aug. 31, 2011		31,500,000
Common Stock issued for services	62,500	2,500	60,000
Common Stock issued for services, shares		2,500,000
Incurred losses since inception	(934,715)			(934,715)
Balance at Aug. 31, 2012	$ (157,515)	$ 52,500	$ 1,150,000	$ (1,360,015)
Balance, shares at Aug. 31, 2012	52,500,000	52,500,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Aug. 31, 2012

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with ASC Topic 825 and 820 the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

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GOING CONCERN (Details) (USD $)	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010
Losses since inception	$ (157,515)	$ 252,200	$ 21,116
Common stock, shares outstanding	52,500,000
Common shares and advances from related parties, value	1,202,500
Common Stock [Member]
Losses since inception	52,500	31,500	5,500
Common stock, shares outstanding	52,500,000	31,500,000	5,500,000
Accumulated (Deficit) During Development Stage [Member]
Losses since inception	$ (1,360,015)	$ (425,300)	$ (6,384)