Nevada
|
26-0851977
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
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Page
|
||
Part I – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
3 |
Consolidated Balance Sheets as of April 30, 2018 and July 31, 2017 (unaudited)
|
3
|
|
Consolidated Statements of Income for the three and nine months ended April 30, 2018 and April 30, 2017 (unaudited)
|
4
|
|
Consolidated Statements of Cash Flows for the nine months ended April 30, 2018 and 2017 (unaudited)
|
6
|
|
Notes to Consolidated Financial Statements (unaudited)
|
7
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
Item 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
15
|
Item 4.
|
Controls and Procedures
|
15
|
Part II - OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
17
|
Item 1A. | Risk Factors | 17 |
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
17
|
Item 3.
|
Defaults Upon Senior Securities
|
17
|
Item 4.
|
Mine Safety Disclosures
|
17
|
Item 5.
|
Other Information
|
17
|
Item 6.
|
Exhibits
|
17
|
SIGNATURES
|
18
|
April 30, 2018
|
July 31, 2017
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash in bank
|
$
|
332
|
$
|
-
|
||||
Accounts receivable, net of allowance for doubtful accounts of $0 at April 30, 2018 and July 31, 2017
|
300
|
93
|
||||||
Current portion of notes receivable, net of allowance for loan losses of $4,078 at July 31, 2017
|
-
|
-
|
||||||
Interest receivable, net of collectability allowance of $1,267 at July 31, 2017
|
-
|
141
|
||||||
Inventory
|
23,761
|
23,688
|
||||||
Prepaid expenses and other current assets
|
-
|
200
|
||||||
Total Current Assets
|
24,393
|
24,122
|
||||||
Property, Plant and Equipment
|
||||||||
Equipment
|
700
|
700
|
||||||
Less: Accumulated depreciation
|
(700
|
)
|
(700
|
)
|
||||
Total Property, Plant and Equipment
|
-
|
-
|
||||||
Other Assets
|
||||||||
Notes receivable, net of current portion and allowance for loan losses of $19,724 at July 31, 2017
|
-
|
2,644
|
||||||
Total Assets
|
$
|
24,393
|
$
|
26,766
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
Current Liabilities
|
||||||||
Cash overdraft
|
$
|
-
|
$
|
20
|
||||
Accounts payable
|
17,193
|
44,420
|
||||||
Accounts payable - stockholders
|
-
|
35,486
|
||||||
Advances - stockholders
|
184,902
|
117,000
|
||||||
Notes payable - stockholders
|
62,750
|
62,750
|
||||||
Accrued interest - stockholders
|
15,139
|
15,139
|
||||||
Other accrued expenses
|
8,809
|
16,857
|
||||||
Total Current Liabilities
|
288,793
|
291,672
|
||||||
Stockholders’ Equity (Deficit)
|
||||||||
Common stock (par value $0.001) 100,000,000 shares authorized:
|
||||||||
14,027,834 shares issued and outstanding at April 30, 2018 and July 31, 2017
|
14,027
|
14,027
|
||||||
Additional paid-in capital
|
433,209
|
397,723
|
||||||
Accumulated deficit
|
(711,636
|
)
|
(676,656
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
(264,400
|
)
|
(264,906
|
)
|
||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
24,393
|
$
|
26,766
|
3 Months Ended
|
9 Months Ended
|
|||||||
April 30, 2018
|
April 30, 2018
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Equipment and parts sales
|
$
|
600
|
$
|
2,610
|
||||
Cost of Sales
|
211
|
1,671
|
||||||
Gross Margin
|
389
|
939
|
||||||
Expenses
|
||||||||
Selling, general and administration
|
2,613
|
35,868
|
||||||
Loss from Operations
|
(2,224
|
)
|
(34,929
|
)
|
||||
Other Income (Expense)
|
||||||||
Interest income
|
-
|
723
|
||||||
Interest expense
|
(254
|
)
|
(774
|
)
|
||||
Total Other Income (Expense)
|
(254
|
)
|
(51
|
)
|
||||
Net Loss Before Income Taxes
|
(2,478
|
)
|
(34,980
|
)
|
||||
Provision for Income Taxes
|
-
|
-
|
||||||
Net Loss
|
$
|
(2,478
|
)
|
$
|
(34,980
|
)
|
||
Net Loss per Share - Basic and Fully Diluted
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||
Weighted average number of common shares outstanding - basic and fully diluted
|
6,395,418
|
6,395,418
|
3 Months Ended
|
9 Months Ended
|
|||||||
April 30, 2017
|
April 30, 2017
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Equipment and parts sales
|
$
|
263
|
$
|
650
|
||||
Cost of Sales
|
90
|
200
|
||||||
Gross Margin
|
173
|
450
|
||||||
Expenses
|
||||||||
Selling, general and administration
|
4,569
|
30,529
|
||||||
Loss from Operations
|
(4,396
|
)
|
(30,079
|
)
|
||||
Other Income (Expense)
|
||||||||
Interest income
|
381
|
1,167
|
||||||
Interest expense
|
(232
|
)
|
(715
|
)
|
||||
Total Other Income (Expense)
|
149
|
452
|
||||||
Net Loss Before Income Taxes
|
(4,247
|
)
|
(29,627
|
)
|
||||
Provision for Income Taxes
|
-
|
-
|
||||||
Net Loss
|
$
|
(4,247
|
)
|
$
|
(29,627
|
)
|
||
Net Loss per Share - Basic and Fully Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average number of common shares outstanding - basic and fully diluted
|
9,448,832
|
7,390,853
|
April 30, 2018
|
April 30, 2017
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net (loss)
|
$
|
(34,980
|
)
|
$
|
(29,627
|
)
|
||
Adjustments to reconcile net (loss) to net cash used in operating activities:
|
||||||||
Loan and interest losses write off
|
3,508
|
-
|
||||||
(Increase) Decrease in allowances for doubtful accounts and loan losses
|
(723
|
)
|
240
|
|||||
(Increase) Decrease in accounts receivable
|
(207
|
)
|
217
|
|||||
Increase in interest receivable
|
-
|
(766
|
)
|
|||||
Increase in inventory
|
(73
|
)
|
(6
|
)
|
||||
Decrease (Increase) in prepaid expenses and other current assets
|
200
|
(86
|
)
|
|||||
(Decrease) Increase in accounts payable
|
(27,227
|
)
|
2,374
|
|||||
(Decrease) Increase in other accrued expenses
|
(8,048
|
)
|
1,234
|
|||||
Net cash from (used by) operating activities
|
(67,550
|
)
|
(26,420
|
)
|
||||
Cash Flows from Investing Activities
|
||||||||
Payments on notes receivable
|
-
|
498
|
||||||
Cash Flows from Financing Activities
|
||||||||
Advances from stockholders
|
67,902
|
26,200
|
||||||
Net increase in cash
|
352
|
278
|
||||||
Cash overdraft/Cash and equivalents - beginning
|
(20
|
)
|
104
|
|||||
Cash and equivalents - ending
|
$
|
332
|
$
|
382
|
||||
Supplemental Disclosure of Cash Flows Information
|
||||||||
Interest
|
$
|
774
|
$
|
715
|
||||
Income Taxes
|
$
|
-
|
$
|
-
|
a.
|
Revenue recognized from contracts with customers.
|
b.
|
Any impairment losses recognized on any receivables or contract assets arising from the firm’s contracts with customers.
|
c.
|
The opening and closing balances of receivables, contract assets, and contract liabilities from contracts with customers.
|
d.
|
Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period.
|
e.
|
Revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods.
|
f.
|
Significant changes in the contract asset or liability balances during the reporting period.
|
g.
|
Performance obligation in contracts with customers
|
April 30, 2018
|
July 31, 2017
|
|||||||
Currently payable
|
$
|
0
|
$
|
0
|
||||
Deferred
|
0
|
0
|
||||||
Total
|
$
|
0
|
$
|
0
|
April 30, 2018
|
July 31, 2017 | |||||||||||||||
|
% of
|
% of
|
||||||||||||||
|
Pretax
|
Pretax
|
||||||||||||||
Income
|
Amount
|
Income
|
Amount
|
|||||||||||||
Income taxes per statement of operations
|
$
|
0
|
0
|
%
|
$
|
0
|
0
|
%
|
||||||||
Loss for financial reporting purposes without tax expense or benefit
|
(7,400
|
)
|
(21
|
)
|
(13,400
|
)
|
(34
|
)
|
||||||||
Income taxes at statutory rate
|
$
|
(7,400
|
)
|
(21
|
)%
|
$
|
(13,400
|
)
|
(34
|
)%
|
April 30, 2018
|
July 31, 2017
|
|||||||
Net operating loss carryforwards
|
$
|
119,400
|
$
|
181,400
|
||||
Allowances for uncollectable accounts
|
0
|
8,800
|
||||||
Compensation and miscellaneous
|
3,200
|
5,300
|
||||||
Deferred tax assets
|
122,600
|
195,500
|
||||||
Valuation Allowance
|
(122,600
|
)
|
(195,500
|
)
|
||||
Net deferred tax assets
|
$
|
0
|
$
|
0
|
·
|
Trends affecting the Company’s financial condition, results of operations, or future prospects;
|
·
|
The Company’s business and growth strategies;
|
·
|
The Company’s financing plans and forecasts;
|
·
|
The factors that we expect to contribute to our success and the Company’s ability to be successful in the future;
|
·
|
The Company’s business model and strategy for realizing positive results as sales increase;
|
·
|
Competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;
|
·
|
Expenses;
|
·
|
The Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects;
|
·
|
The Company’s ability to pay dividends or to pay any specific rate of dividends, if declared;
|
·
|
The impact of new accounting pronouncements on its financial statements;
|
·
|
That the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months;
|
·
|
The Company’s market risk exposure and efforts to minimize risk;
|
·
|
Development opportunities and its ability to successfully take advantage of such opportunities;
|
·
|
Regulations, including anticipated taxes, tax credits or tax refunds expected;
|
·
|
The outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements;
|
·
|
The Company’s overall outlook including all statements under Management’s Discussion and Analysis or Plan of Operation;
|
·
|
That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results; and
|
·
|
Expectations, plans, beliefs, hopes or intentions regarding the future.
|
(i) |
inadequate segregation of duties consistent with control objectives;
|
(ii) |
lack of a code of ethics;
|
(iii) |
lack of a whistleblower policy;
|
(iv) |
lack of an independent board of directors or board committees related to financial reporting; and
|
(iv) |
lack of multiple levels of supervision and review.
|
(i) |
appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; and
|
(ii) |
adopt a written whistleblower policy and code of ethics; and
|
(iii) |
appoint an independent board of directors, including board committees related to financial controls and reporting.
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Edward A. Barth.
|
31.2
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Suzanne I. Barth.
|
32
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Edward A. Barth. and Suzanne I. Barth.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Schema
|
101.CAL*
|
XBRL Taxonomy Calculation Linkbase
|
101.DEF*
|
XBRL Taxonomy Definition Linkbase
|
101.LAB*
|
XBRL Taxonomy Label Linkbase
|
101.PRE*
|
XBRL Taxonomy Presentation Linkbase
|
* |
Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
|
CONCRETE LEVELING SYSTEMS, INC.
|
||
|
|
||
|
|
||
Date: June 12, 2018
|
By: /s/ Edward A. Barth
|
|
|
|
Edward A. Barth, Principal Executive Officer
|
||
|
|
||
|
|
||
|
|
||
Date: June 12, 2018
|
By: /s/ Suzanne I. Barth
|
|
|
|
Suzanne I. Barth, Principal Financial Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Concrete Leveling Systems, Inc.;
|
2. |
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4. |
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c) |
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
|
5. |
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
By: /s/ Edward A. Barth
|
|
Edward A. Barth
|
|
Principal Executive Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Concrete Leveling Systems, Inc.;
|
2. |
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4. |
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c) |
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
|
5. |
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
By: /s/ Suzanne I. Barth
|
|
Suzanne I. Barth
|
|
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By: /s/ Edward A. Barth
|
||
Edward A. Barth
|
||
Principal Executive Officer
|
||
By: /s/ Suzanne I. Barth
|
||
Suzanne I. Barth
|
||
Principal Financial Officer
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Apr. 30, 2018 |
Jun. 10, 2018 |
|
Document and Entity Information: | ||
Entity Registrant Name | Concrete Leveling Systems Inc | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2018 | |
Trading Symbol | clev | |
Amendment Flag | false | |
Entity Central Index Key | 0001414382 | |
Current Fiscal Year End Date | --07-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 14,027,834 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 |
Balance Sheets (Parenthetical) - USD ($) |
Apr. 30, 2018 |
Jul. 31, 2017 |
---|---|---|
Current Assets | ||
Accounts receivable, net of allowance | $ 0 | $ 0 |
Net of allowance for loan losses | 4,078 | |
Interest receivable, net of collectability allowance | 1,267 | |
Other Assets | ||
Notes receivable, net of allowance for loan losses | $ 19,724 | |
Stockholders' Equity (Deficit) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 14,027,834 | 14,027,834 |
Common stock, outstanding | 14,027,834 | 14,027,834 |
Statements of Income (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
Apr. 30, 2018 |
Apr. 30, 2017 |
|
Statements Of Income | ||||
Equipment and parts sales | $ 600 | $ 263 | $ 2,610 | $ 650 |
Cost of Sales | 211 | 90 | 1,671 | 200 |
Gross Margin | 389 | 173 | 939 | 450 |
Expenses | ||||
Selling, general and administration | 2,613 | 4,569 | 35,868 | 30,529 |
Loss from Operations | (2,224) | (4,396) | (34,929) | (30,079) |
Other Income (Expense) | ||||
Interest income | 381 | 723 | 1,167 | |
Interest expense | (254) | (232) | (774) | (715) |
Total Other Income (Expense) | (254) | 149 | (51) | 452 |
Net Loss Before Income Taxes | (2,478) | (4,247) | (34,980) | (29,627) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (2,478) | $ (4,247) | $ (34,980) | $ (29,627) |
Net Loss per Share - Basic and Fully Diluted | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.00) |
Weighted average number of common shares outstanding - basic and fully diluted | 6,395,418 | 9,448,832 | 6,395,418 | 7,390,853 |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies of Concrete Leveling Systems, Inc. (hereinafter the Company), is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Nature of Operations
The Company manufactures for sale specialized equipment for use in the concrete leveling industry. The Companys product is sold primarily to end users.
On March 24, 2017, the Company entered into an agreement with Jericho Associates, Inc. (Jericho), a start-up company which plans to operate in the gaming, hospitality and entertainment industries. The Company issued Jericho 7,151,416 shares of the Companys common stock, subject to a performance requirement, which provides that by March 1, 2018, if the management of Jericho does not identify at least one entity or business opportunity for acquisition, in order to supplement the Companys current business operations, the shares issued as part of the agreement shall be returned to the Company. In July 2017 |