Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - FIRST LEVEL ENTERTAINMENT GROUP, INC. | Financial_Report.xls |
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 |
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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 |
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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). |
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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. |
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31.2 * | Certification of the Chief Financial Officer pursuant To Section 302 of the Sarbanes-Oxley Act of 2002. |
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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. |
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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. |
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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 |