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EX-31.2 - CERTIFICATION - Celexus, Incexhibit31-2.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
               For the Fiscal Quarter Ended March 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: 000-52069

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

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

902, B1, KangBao Huayuan, #8 Gongren Tiyuchang Donglu, Chaoyand District, Beijing, PRC 100020
(Address of Principal Executive Offices including Zip Code)

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

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.
YES [X]   NO [   ]

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

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 [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [X]   NO [   ]

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

The registrant had 75,918,825 shares of common stock outstanding as of May 15, 2012.


 

INDEX

PART I - FINANCIAL INFORMATION 3
Item 1. Condensed Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
Item 4. Controls and Procedures 8
PART II - OTHER INFORMATION 8
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Securities Holders 9
Item 5. Other Information 9
Item 6. Exhibits 9

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-KSB for the year ended December 31, 2011, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The following unaudited interim financial statements of i-Level Media Group Incorporated (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

i-level Media Group Incorporated (A Development Stage Company)
Condensed Balance Sheets
As at March 31, 2012 (unaudited) and December 31, 2011

    March 31,
2012
$
    December 31,
2011
$
 
             
Assets            
             
Current Assets            
             
     Cash   -     -  
             
Total Assets   -     -  
             
             
Liabilities and Stockholders’ (Deficit) Equity            
             
Current Liabilities            
             
     Accounts payable   120,657     145,822  
     Accrued expenses   15,746     44,000  
     Due to related party (Note 3)   35,000     103,000  
     Notes payable (Note 4)   548,793     534,478  
             
Total Current Liabilities   720,196     827,300  
             
Nature and Continuance of Operations (Note 1)            
             
Stockholders' Deficit            
             
Common Stock, (Note 5) 1,000,000,000 shares authorized, $0.001 par value 75,918,825 and 13,918,825 issued and outstanding, respectively   75,919     13,919  
Additional Paid-in Capital   4,535,075     4,473,075  
Foreign Currency Translation   (4,461 )   (4,089 )
Deficit Accumulated During the Development Stage   (5,326,729 )   (5,310,205 )
             
Total Stockholders’ Deficit   (720,196 )   (827,300 )
             
Total Liabilities and Stockholders' Deficit   -     -  

(See accompanying notes to these financial statements)

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

    For the Three Months Ended March 31, 2012
$
    For the Three Months Ended March 31, 2011
$
    Accumulated From August 23, 2005 (Inception) to March 31, 2012
$
 
                   
Revenue   -     -     -  
                   
Expenses                  
                   
     Consulting fees – related party   12,000     12,000     382,080  
     Professional fees   7,091     -     219,018  
     General and administrative   2,529     902     480,188  
                   
Total Operating Expenses   21,620     12,902     1,081,286  
                   
Loss from Operations   (21,620 )   (12,902 )   (1,081,286 )
                   
Other Income (Expense):                  
     Forgiveness of debt   15,640     -     15,640  
     Foreign currency loss   (601 )   -     (601 )
     Interest expense, net   (9,943 )   (9,833 )   (49,823 )
                   
Total Other Income (Expense)   5,096     (9,983 )   (34,784 )
Net Loss from Continuing Operations   (16,524 )   (22,735 )   (1,253,374 )
                   
Extraordinary items:                  
                   
Net Loss on Sale of Subsidiary   -     -     (1,018,001 )
                   
Loss Before Discontinued Operations   (16,524 )   (22,735 )   (2,271,375 )
Discontinued Operations   -     -     (3,055,354 )
                   
Net Loss   (16,524 )   (22,735 )   (5,326,729 )
                   
Net Loss Per Share - Basic and Diluted   -     (.02 )      
                   
Weighted Average Number of Shares Outstanding   14,600,000     919,000        

(See accompanying notes to these financial statements)

4


 

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

    For the Three Months Ended March 31, 2012
$
    For the Three Months Ended March 31, 2011
$
 
             
             
Operating Activities            
             
     Net loss   (16,524 )   (22,735 )
          Less non-cash items            
          Gain on settlement of debt   (15,640 )   -  
          Foreign currency loss   601        
     Change in operating assets and liabilities            
          Increase (decrease) in accounts payable   (10,498 )   902  
          Increase in accrued expenses   27,746     12,000  
             
Net Cash Used in Operating Activities   (14,315 )   (9,833 )
             
Investing Activities            
             
Net Cash to Investing Activities   -     -  
             
Financing Activities            
Increase in notes payable   14,315     9,833  
             
Net Cash Provided by Financing Activities   14,315     21,833  
             
Increase in Cash   -     -  
             
Cash - Beginning of Period   -     -  
             
Cash - End of Period   -     -  
             
Supplemental Disclosures:            
     Interest paid   -     -  
     Income taxes paid   -     -  
             
Non-cash Financing and Investing Activities:            
Settlement of debt with shares   124,000     -  

(See accompanying notes to these financial statements) 

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i-Level Media Group Incorporated (A Development Stage Company)
Notes to Condensed Financial Statements

1. Nature of Operations, Continuance of Business and Presentation

  The Company was incorporated in the State of Nevada on August 23, 2005 under the name Jackson Ventures, Inc. The Company's initial operations included the acquisition and exploration of mineral resources. Management changed its primary business to that of developing and operating a proprietary, digital media network service in the transportation segment of the outdoor advertising market in China. This business ceased operations on December 1, 2008 and its business was wound-up. Since December 1, 2008 the Company has no operations. At the present time, the Company is focusing on obtaining sufficient financing to be able to recommence operations in the social networking, digital media and mobile communications area.

  On July 8, 2011 the Company completed a reverse stock split on a one new share for seventy old shares basis. As a result of the reverse split, the Company’s issued shares were 918,825 and its authorized share capital decreased from 1,025,000,000 shares of common stock to 14,642,857 shares. On July 27, 2011, the Board of Directors approved an amendment to its articles of incorporation to increase the number of our authorized common stock to 1,000,000,000 shares which became effective March 13, 2012 and on March 31, 2012 the Company issued 40,000,000 shares at $0.002 per share to settle $80,000 owing to its sole director and Chief Executive Officer and issued 22,000,000 shares at $0.002 per share to settle $44,000 of accrued expenses.

  These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company had not generated revenues since inception and currently has no revenue generating operations. The Company has not paid dividends, and is unlikely to pay dividends in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain equity financing and secure new business operations. As at March 31, 2012, the Company had no assets and total debt of $721,755. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

  Reclassification

  Certain reclassifications have been made to make 2011 amounts conform to 2012 classifications for comparative purposes.

  Use of Estimates

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

  Recent Pronouncements

  Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

  International Financial Reporting Standards

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

3. Due to Related Party

  The Company’s sole director, President and Chief Executive Officer is owed $4,000 per month for services rendered. Total amounts owing at December 31, 2011 was $103,000. The Company has charged $12,000 (2011 - $12,000) to operations. On March 31, 2012 the Company settled $80,000 of amounts owing by issuing 40,000,000 shares at $0.002 per share. As at March 31, 2012 a total of $35,000 was owed. This amount is unsecured, non-interest bearing and due on demand.

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4. Notes Payable

  The Company was loaned $332,332 by family members of two former senior officers and directors of the Company. This loan was purchased by a non-related party during 2011. These loans are unsecured; bear interest at 12% per annum and due on demand. As at March 31, 2012 there was accrued interest of $158,554. This non-related party also purchased $30,400 of non-interest bearing debt owing to the former Chief Executive Officer and has paid certain expenses of the Company and has charged fees for services totaling $57,907 which is non-interest bearing, unsecured and due on demand.

5. Common Stock

  On March 31, 2012 the Company issued 40,000,000 shares at $0.002 per share to settle $80,000 owing to its sole director, President and Chief Executive Officer and issued 22,000,000 shares at $0.002 per share to settle $44,000 of accrued expenses.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2012 and 2011 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2012 and 2011. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Plan of Operations

On December 1, 2008 i-Level SoftComm ceased operations and its business was wound-up. Also on December 1, 2008 i-Level Systems, the parent company of i-Level SoftComm and a wholly-owned subsidiary of the Company was sold to the Company’s former Chief Executive Officer for $1. From December 1, 2008 the Company deconsolidated its subsidiary and reported a loss on discontinued operations of $573,932 and upon wind-up recorded a gain of $596,799 and upon sale recorded a loss of $1,614,800. The comparative balance sheet included the accounts of i-Level Systems and i-Level SoftComm. The Statement of Stockholders’ Equity was retroactively restated to account for the deconsolidation of i-Level Systems and the reversal of reverse merger accounting. Since December 1, 2008 the Company has no operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we acquire a business. There is no assurance we will ever acquire a suitable business. We do not have sufficient funds to maintain our operations for the next 12 months.  We do not intend to hire additional employees at this time. All of the search for any business opportunity will be conducted by our sole officer and director and consultants he may hire to seek a new business venture

Need for Additional Capital

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

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

Three Months ended March 31, 2012 and 2011

The following discussion should be read in conjunction with our unaudited financial statements (including the notes thereto) included under Item 1 in this Form 10-Q.

Revenue

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

Operating Expenses

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

7


 

During 2012 expenses relating to ongoing operations are general and administrative which increased by $9,000 to $22,000 (2011 - $13,000). The most significant expense is $4,000 per month accruing to our President and CEO for services rendered and $7,000 for professional fees.

Net Loss

The net loss for 2012 was $16,000 (2011 - $23,000) which included operating expenses of $22,000 (2011 - $13,000), forgiveness of debt of $16,000 (2011 - $nil) and interest expense of $10,000 (2011 – $10,000).

Liquidity and Capital Resources

Currently, we have no cash and have not made any arrangements to raise additional cash. We currently need additional funds and if we are unable to source them we will either have to suspend operations until we do raise the cash, or cease operations entirely. As of March 31, 2012 our total assets were $nil and our total liabilities were $720,000 after settling $124,000 of accrued expenses by issuing 62,000,000 shares at $0.002 per share.

Cash to Operating Activities

During 2012 we used $14,000 of cash in operating activities made up of our net loss of $16,000 and adding back forgiveness of debt of $16,000 and an overall decrease in current liabilities of $18,000.

Cash to Investing Activities

During 2012 we had no investing activities during 2012 and 2011

Cash from Financing Activities

During 2012 we had an increase of $14,000 in financing activities made up of an increase in notes payable of $14,000.  

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being March 31, 2012. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer.  Based upon that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director and officer or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

8


 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On March 31, 2012 we issued 40,000,000 shares at $0.002 per share to settle $80,000 owing to our sole director, President and Chief Executive Officer.  We relied upon an exemption from the registration requirements under Securities Act provided by Regulation S based on representations and warranties by the investor in his subscription agreement.

On March 31, 2012 we issued 22,000,000 shares at $0.002 per share to settle $44,000 of accrued expenses.  In each case, we relied upon an exemption from the registration requirements under Securities Act provided by Regulation S based on representations and warranties by the investors in their respective subscription agreements.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Securities Holders

None.

Item 5.  Other Information

None

Item 6.  Exhibits

Exhibit No. Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

I-LEVEL MEDIA GROUP INCORPORATED

By:             "Francis Chiew"
                   Francis Chiew
                   President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director

Date:         May 15, 2012