The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
The carrying amounts of the Company’s financial assets and liabilities, such as cash, advances, and accounts payable approximate their fair values because of the short maturity of these instruments.
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.
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. Cost of sales includes any labor cost and the amortization of intellectual property.
Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2016 or 2015, which were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive.
FIRST LEVEL ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2016
Software Development Costs
The Company capitalizes its costs to develop its software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.
The Company did not capitalize any software development costs in fiscal year 2016 or 2015 because the above criteria have not yet been met. The Company’s capitalized software amortization will be included in depreciation and amortization in the Company’s statements of operations.
The company has had software expenses of $0 for the year ended August 31, 2016 and software development expenses of $39,787 for the year ended August 31, 2015.
Stock-based Compensation
The Company follows the provisions of ASC 718, “Share-Based Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.
The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.
The Company recognizes the cost associated with share-based awards that have a graded vesting schedule on a straight-line basis over the requisite service period of the entire award.
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
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2016.
F-9
FIRST LEVEL ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2016
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 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 by way of issuing common shares and through advances made by related parties. 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.
NOTE 4 – RELATED PARTY TRANSACTIONS
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.
During the year ended August 31, 2016 a related party, Mr. Steve Adelstein Director and CEO, advanced $800 and paid $12,237 of additional operating expenses on the Company’s behalf. During the year ended August 31, 2016 the Company paid against accounts payable 763,889 shares of common stock at $0.18 per share in settlement of $137,500 of the outstanding payable and 1,456,101 shares of common stock at $0.18 per share in settlement of $262,098 of advances from related party leaving an ending balance due of $-0-. All related party balances bear no interest and are due on demand. At the end of the period the balance owed to this related party was $0.
During the year ended August 31, 2015 a related party, Mr. Steve Adelstein Director and CEO, advanced $238,850 and paid $99,015 of additional operating expenses on the Company’s behalf. The Company paid 720,000 shares of common stock at $0.18 per share in settlement of $129,600 bonus given to this related party. The Company paid $18,004 in cash against the outstanding payable and paid 393,336 shares of common stock at $0.18 per share in settlement of $70,800 of the outstanding payable.
As of August 31, 2015 the balance owed to this related party was $249,061.
NOTE 5 – NOTES PAYABLE
As of August 31, 2016, the Company has no notes payable nor interest payments.
NOTE 6 – STOCKHOLDERS’ DEFICIT
During the year ended August 31, 2016 the Company issued 2,219,990 shares of common stock valued at $0.18 per share in an extinguishment of $262,098 of related party notes and accounts payable of $137,500. No gain or loss on extinguishment was recognized in the transactions
During the year ended August 31, 2015, the Company issued 4,000,000 shares of common stock valued at $0.18 per share. The company received $127,200 of cash for 706,664 shares of common stock issued. The company issued 1,335,445 share of common stock for $240,380 in services, 131,222 shares of common stock for payment of $22,000 notes payable and $1,620 interest, 393,336 shares for payment of $70,800 related party debt, and 1,433,333 shares for the purchase of $258,000 of intangible assets which were subsequently impaired fully during the year ended August 31, 2015.
F-10
FIRST LEVEL ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
August 31, 2016
NOTE 7 – INCOME TAXES
Net deferred tax assets consist of the following components:
| | | | | | | |
| | August 31, 2016 | | August 31, 2015 | |
Deferred tax asset: | | | | | | | |
Net operating loss carryforwards | | $ | (1,240,205 | ) | $ | (1,213,671 | ) |
Common stock issued for services | | | 550,720 | | | 550,720 | |
Impairment expense | | | 205,598 | | | 205,598 | |
Valuation allowance | | | 483,887 | | | 457,353 | |
Net deferred tax asset | | $ | — | | $ | — | |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:
| | | | | | | |
| | August 31, 2016 | | August 31, 2015 | |
Tax benefit at statutory rates | | $ | (29,102 | ) | $ | (315,072 | ) |
Common stock issued for services | | | — | | | 94,950 | |
Impairment expense | | | — | | | 101,910 | |
Change in valuation allowance | | | 29,102 | | | 118,212 | |
Net provision for income taxes | | $ | — | | $ | — | |
The Company has accumulated net operating loss carryovers of approximately $3,139,759 as of August 31, 2016, which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2034.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2016 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.
F-11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Disclosure controls and procedures
Under the direction of our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures as of August 31, 2016. Our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of August 31, 2016 and 2015.
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management of is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
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· | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
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· | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
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· | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2016. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
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Based on the assessment performed, management has concluded that the Company’s internal control over financial reporting, as of August 31, 2016 and 2015, is not effective to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements in accordance with generally accepted accounting principles. Further, management has identified material weaknesses in internal control over financial reporting as of August 31, 2016 and 2015.
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of August 31, 2016 and 2015 (the “Evaluation Dates”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:
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· | We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures. |
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· | We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting |
Management believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our consolidated financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
Item 9B. Other Information
None.
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PART III
Item 10. Directors and Executive Officers and Corporate Governance
Steve Adelstein, Chief Executive Officer and Chairman of the Board
Mr. Adelstein has served as our Chairman of the Board of Directors and Chief Executive Officer since April 2012. Mr. Adelstein has a financial background and is an inactive Certified Public Accountant. Mr. Adelstein has been an investor, founder, officer, director and/or consultant in several start-up development stage companies over the past five years including, but not limited to EcoLiveGreen Corp., Oser Ventures Inc. and Information Architects Corp. Additionally, Mr. Adelstein over the past five years was an acting financial consultant to several public and private entities including, but not limited to Absorbezz, LLC.
Robert F. Hussey, President and Director
Mr. Hussey is a seasoned financial, marketing and operations executive in sectors including packaged goods, financial services and advertising. In recent years, Mr. Hussey has focused on advising private equity and institutional investors in these industries, and in special situations. He serves on the Board of Amphion Capital, Amphion Capital Advisors, and CPX Interactive Inc., a leading global digital media company.
Among his accomplishments are the founding, NASDAQ IPO and ultimate sale to Heritage Media/News Corp, of POP Radio Corp, which under Mr. Hussey’s leadership became the country’s largest direct broadcast satellite (DBS) network. In 2012/13, Mr. Hussey headed up Hipcricket.com, as CEO, a leading mobile marketing & advertising firm based in NYC and Seattle. Bob is also a founding investor in Moonit.com, Apple Store’s #1 social media astrological based relationship management application.
Bob received his MBA from George Washington University and his undergraduate degree from Georgetown University, where he has served on their Board of Regents.
Steven Berman, Chief Operating Officer, Director
Mr. Berman has served as our Chief Operating Officer and a member of our Board of Directors since February 2012. For the past five years, Mr. Berman has been an independent consultant to various entities having the primary focus of development stage planning including, but not limited to, Deepstacks.com and Playbook.com from time to time. Additionally, Mr. Berman was Co-founder and Vice President of River Gaming, LLC from August 2004 to August 2008.
Alfred Fernandez, Chief Financial Officer, Director
Mr. Fernandez has served as Chief Financial Officer since August 2011 and a member of our Board of Directors since July 2010. From July 2010 until August 2011 he also served as our sole officer and director. Mr. Fernandez also acts as a consultant to several privately and non-trading public entities. Mr. Fernandez has served as Chief Financial Officer of MediaNet Group Technologies, Inc., a publicly held company, from July 2007 to July, 2010. Prior to joining the MediaNet Group Technologies, Inc., Mr. Fernandez served as Chief Financial Officer of Money Express Financial Corp., a privately traded international money service company from 2004 to May 2007. Mr. Fernandez is an inactive CPA and has a J.D. from Seton Hall University and a B.A. in Accounting and Finance from Rutgers University.
Our officers are elected annually by the board of directors and may be replaced or removed by the board at any time. Our directors are elected by our shareholders annually and serve until the election and qualification of their successors or their earlier resignation or removal.
Board of Director Committees
Our board of directors also serves as our audit committee. We do not have any executive, compensation or any other committee of our board of directors.
Code of Ethics
We have adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. We will provide a copy to any person without charge upon written request to Steve Adelstein President, First Level Entertainment Group, Inc.
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Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our officers for our last two completed fiscal years for all services rendered to us. No other executive officer was paid in excess of $100,000 during any such fiscal years.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning cash and certain other compensation we paid to our Officer for the fiscal year ending August 31, 2016 and 2015.
| | | | | | | | |
Name & Principal Position | Fiscal Year | Salary | Stock Bonus | Option Awards | Non-Equity
Incentive Plan Awards | Non-Qualified
Deferred Compensation Earnings | All Other
Compensation | Total |
Steve Adelstein | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Chief Executive Officer | 2015 | -0- | -0- | -0- | -0- | -0- | 161,600 | 161,600 |
| | | | | | | | |
Steve Berman | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Chief Operating Officer | 2015 | -0- | -0- | -0- | -0- | -0- | 39,500 | 39,500 |
| | | | | | | | |
Alfred Fernandez | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Chief Financial Officer | 2015 | -0- | -0- | -0- | -0- | -0- | 7,500 | 7,500 |
| | | | | | | | |
Robert Hussey | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Director | 2015 | -0- | -0- | -0- | -0- | -0- | 18,000 | 18,000 |
Other Compensation Arrangements
None of our executive officers have any written employment agreements or any arrangements for employee benefits, severance payments or change of control payments. We have not established any long-term compensation plans, stock based compensation plans, incentive compensation plans or other compensation or benefit plans. We anticipate that such plans will be established as our business develops.
Director Compensation
No compensation was paid to our directors in the fiscal year ended August 31, 2016 and 2015.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Principal Shareholders
At December 14, 2016, we had 42,219,990 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of December 14, 2016 by:
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· | each person known by us to be the beneficial owner of more than 5% of our common stock; |
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· | each of our directors; |
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· | each of our named executive officers; |
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· | our named executive officers and directors as a group, and |
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Unless otherwise indicated, the business address of each person listed is in care of 305 South Andrews Avenue, Suite 203, Fort Lauderdale, FL 33301. The information provided herein is based upon a list of our stockholders and our records with respect to the ownership of warrants and options to purchase securities in our company. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
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Name | Nature of Beneficial Ownership | Percentage |
Steve Adelstein (1) | 18,916,101 | 44.8% |
Steven Berman (2) | 2,666,667 | 6.3% |
Alfred Fernandez | 1,294,549 | 3.1% |
Robert Hussey | 2,200,000 | 5.2% |
Riptide Software | 2,863,889 | 6.7% |
All Officer and Directors | 25,077,317 | 59.4% |
Tammi Shnider (3) | 7,866,668 | 18.6% |
(1) Includes 9,556,101 shares of our common stock held of record by LARK Family Enterprises, LLC., and 1,800,000 common shares held in the name of H2O Ultra Water Corp; both companies of which Mr. Adelstein is the sole officer and director
(2) Includes 666,667 common shares held in the name of related parties (wife and two children) under the same household.
(3) Ms. Shnider is the adult daughter of Mr. Adelstein. The number of shares of our common stock that are beneficially owned by Tammi Shnider includes 666,667 shares held for four (4) minor age children.
Promoters
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Director Independence
The following information concerning director independence is based on the director independence standards of The NASDAQ Stock Market Corporate Governance Rules, although our common stock is not listed on The NASDAQ Stock Market.
We do not have an independent board member.
Our Board of Directors requires that all related party transactions be reviewed and approved by an independent body of the Board of Directors.
Audit Committee
The Board of Directors has not designated a separate audit committee and the entire board, whose members are named above, conducts the functions of such a committee. None of the directors is an audit committee financial expert.
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Item 14. Principal Accounting Fees and Services.
| | | | | |
| Year Ended
August 31, 2016 | | Year Ended
August 31, 2015 |
Audit fees | $ | 9,500 | | $ | 9,500 |
Audit-related fees | $ | 0 | | $ | 0 |
Tax fees | $ | 0 | | $ | 0 |
All other fees | $ | 0 | | $ | 0 |
Total | $ | 9,500 | | $ | 9,500 |
Audit Fees
During the fiscal year ended August 31, 2016, we incurred approximately $9,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2016.
During the fiscal year ended August 31, 2015, we incurred approximately $9,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended August 31, 2015.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended August 31, 2016 and 2015 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $-0- and $-0-, respectively.
Tax Fees
The aggregate fees billed during the fiscal years ended August 31, 2016 and 2015 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $-0- and $-0-, respectively.
All Other Fees
The aggregate fees billed during the fiscal years ended August 31, 2016 and 2015 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $-0- and $-0-, respectively.
Pre-approved Policies
The board of directors, acting as the audit committee considered whether, and determined that, the auditor’s provision of non-audit services was compatible with maintaining the auditor’s independence. All of the services described above for the years ended August 31, 2016 and 2015 were approved by the board of directors pursuant to its policies and procedures.
Board of Directors Report
The Board of Directors has reviewed and discussed with the Company’s management and independent auditor the audited consolidated financial statements of the Company contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2016. The Board has also discussed with the independent auditor the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements.
The Board has received and reviewed the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Board concerning independence, and has discussed with its independent auditor its independence from the Company.
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The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for its fiscal year ended August 31, 2016 and 2015 for filing with the SEC.
PART IV
Item 15. Exhibits
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3.1 | Articles of Incorporation. (Incorporated by Reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed November 17, 2010) |
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3.2 | By-laws. (Incorporated by Reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S-1 filed November 17, 2010) |
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14.1 | Code of Ethics. (Incorporated by Reference to Exhibit 14.1 to Registrant’s Registration Statement on Form S-1 filed November 17, 2010) |
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21 | Subsidiaries of the Registrant. |
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31.1 | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350 |
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101.INS | XBRL Instance Document.** |
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101.SCH | XBRL Taxonomy Extension Schema Document.** |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.** |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.** |
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101.LAB | XBRL Taxonomy Extension Labels Linkbase Document.** |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.** |
** Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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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.
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| FIRST LEVEL ENTERTAINMENT GROUP, INC. |
| |
December 14, 2016 | By: /s/ Steve Adelstein |
| Steve Adelstein |
| Chief Executive Officer
(principal executive and accounting officer) |
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.
| |
December 14, 2016 | By: /s/ Steve Adelstein |
| Steve Adelstein |
| Chairman of the Board of Directors |
| |
December 14, 2016 | By: /s/ Steven Berman |
| Steven Berman |
| Member of the Board of Directors |
| |
December 14, 2016 | By: /s/ Alfred Fernandez |
| Alfred Fernandez |
| Member of the Board of Directors |
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