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EX-31.1 - Concrete Leveling Systems Incex31-1.txt
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended October 31, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from ___________ to ___________

                       Commission file number 000-53048


                         Concrete Leveling Systems, Inc.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                                28-0851977
  (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)

                     5046 E. Boulevard, NW, Canton, OH 44718
                    (Address of principal executive officer)

                                 (330) 966-8120
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 (ss.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, or a non-accelerated  filer (as defined 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 Exchange Act). YES [ ] NO [X]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. YES [ ] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: 6,395,418

PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Concrete Leveling Systems Inc. Balance Sheets October 31, 2012 and July 31, 2012 October 31 July 31 ---------- ---------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash in bank $ 2,008 $ 9,658 Accounts receivable 800 800 Current portion of notes receivable 26,803 25,838 Prepaid expenses 3,332 -- Inventory 22,185 14,971 ---------- ---------- Total Current Assets 55,128 51,267 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT Equipment 700 1,900 Less: Accumulated depreciation (700) (1,900) ---------- ---------- Total Property, Plant and Equipment -- -- ---------- ---------- OTHER ASSETS Notes receivable, net of current portion 44,562 48,231 Deposits 10 10 ---------- ---------- 44,572 48,241 ---------- ---------- TOTAL ASSETS $ 99,700 $ 99,508 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 82,252 $ 51,547 Notes payable - stockholders 62,750 62,750 Other accrued expenses 21,592 18,723 Deferred revenue 50,000 50,000 ---------- ---------- Total Current Liabilites 216,594 183,020 ---------- ---------- Stockholders' Equity (Deficit) Common stock (par value $0.001) 100,000,000 shares authorized: 6,395,418 shares issued and outstanding at October 31, 2012 and July 31, 2012 6,395 6,395 Additional paid-in capital 324,355 324,355 Accumulated (deficit) (447,644) (414,262) ---------- ---------- Total Stockholders' Equity (Deficit) (116,894) (83,512) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 99,700 $ 99,508 ========== ========== See notes to financial statements. 2
Concrete Leveling Systems Inc. Statements of Income For the Three Months Ended October 31, 2012 and 2011 2012 2011 ---------- ---------- (Unaudited) (Unaudited) Equipment and parts sales $ 384 $ -- ---------- ---------- Cost of Sales 183 -- ---------- ---------- Gross Margin 201 -- ---------- ---------- Expenses Selling, general and administration 32,436 38,127 ---------- ---------- (Loss) from Operations (32,235) (38,127) Other Income (Expense) Interest income 722 801 Interest expense (1,869) (1,502) ---------- ---------- Total Other Income (Expense) (1,147) (701) ---------- ---------- Net (Loss) Before Income Taxes (33,382) (38,828) Provision for Income Taxes -- -- ---------- ---------- Net (Loss) $ (33,382) $ (38,828) ========== ========== Net (Loss) per Share - Basic and Fully Diluted $ (0.01) $(0.01)01) ========== ========== Weighted average number of common shares outstanding - basic and fully diluted 6,395,418 5,585,418 ========== ========== See notes to financial statements. 3
Concrete Leveling Systems, Inc. Statements of Cash Flows For the Three Months Ended October 31, 2012 and 2011 2012 2011 -------- -------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $(33,382) $(38,828) Adjustments to reconcile net (loss) to net cash used in operating activities: (Increase) in inventory (7,214) (400) (Increase) in prepaid expenses (3,332) -- Increase in accounts payable 30,705 20,312 Increase in other accrued expenses 2,869 447 -------- -------- Net cash from (used by) operating activities (10,354) (18,469) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Payments on notes receivable 2,704 1,848 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Loans from (payments to) stockholders -- (300) -------- -------- Net Increase (decrease) in cash (7,650) (16,921) Cash and equivalents - beginning 9,658 19,710 -------- -------- Cash and equivalents - ending $ 2,008 $ 2,789 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Interest $ 226 $ 226 ======== ======== Income Taxes $ -- $ -- ======== ======== See notes to financial statements. 4
Concrete Leveling Systems, Inc. Notes to Financial Statements October 31, 2012 NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10?Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Concrete Leveling Systems, Inc. Form 10-K filing for the period ended July 31, 2012. NOTE B - GOING CONCERN As shown in the financial statements, the Company incurred a net loss of $33,382 for the three months ended October 31, 2012, and has incurred substantial net losses since its inception. At October 31, 2012, current liabilities exceed current assets by $116,894. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence. 5
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Concrete Leveling Systems, Inc. ("CLS" or "The Company") became an operating company in 2009. As of October 31, 2012, CLS has cash assets of $2,008 and has outstanding notes receivable from the sale of concrete leveling service units in the amount of $71,365. As of October 31, 2012, the Company was carrying inventory valued at $22,185. The Company's cash flow is currently not sufficient to maintain operations. However, the Company is receiving monthly payments from the self financed sale of its concrete leveling service units, which creates some cash flow for the Company. During the past fiscal year, CLS contracted to sell one concrete leveling service unit. The terms of the sale provided that a portion of the sales price would be financed through an installment promissory note. The balance of the price was paid in cash. This cash was borrowed by the Buyer from Mr. Edward Barth, President of the Company. In November, 2012, Mr. Edward Barth attended a trade show in Toronto, Ontario known as Concrete Canada. The concrete leveling service unit was well received and Mr. Barth received serious inquiries at the show from several individuals in the concrete leveling industry. In addition, since the show has closed, Mr. Barth has received a follow up communication from a Buyer who has requested a price for a custom made unit. It is believed that negotiations will continue between the company and the interested parties through the winter and that one or more units will be prepared and delivered by the end of the Company's fiscal year. The Company has determined that it must maintain an inventory of at least one (1) concrete leveling service unit in order to demonstrate its capabilities to potential customers. Over the past months, CLS has borrowed funds to fabricate a new unit, which will soon be completed. In the past, financing issues have prevented potential purchasers from buying a service unit, however, CLS has been able to locate a company that should be in the position to commence financing service unit purchases. CLS continues to have cash flow issues. As of October 31, 2012, it had total current liabilities of $216,594. This amount includes deferred revenue in the amount of $50,000 related to the self financed sales of concrete leveling service units. It continues to experience negative income figures for the quarter, but has received indications that interest in the service units is increasing. There are no off balance sheet arrangements involving CLS at this time. Liquidity Issues. Since its inception, the Company has experienced continued need for additional liquidity in order to provide for operating expenses and to purchase components for the assembly of its product. The sale of concrete leveling units, on credit, created a small amount of cash flow to the Company during the quarter ended October 31, 2012. The amount received, however, is not sufficient to sustain operations of the Company and the Company has been accruing liabilities during the quarter. In the event the Company receives orders for concrete leveling service units, it will seek a down payment in an amount sufficient to construct the unit, in order not to have to borrow additional funds. Capital Resources. CLS has made no material commitments for capital expenditures as of the end of its fiscal quarter ending October 31, 2012 and does not anticipate any immediate need for material capital expenditures over the next quarter. 6
Result of Operations. In July 2012, CLS contracted to sell of one concrete leveling service unit. This unit is expected to be delivered in a few weeks. At present, the Company is negotiating for sales with several interested customers, as the result of its attendance at Concrete Canada in Toronto, Ontario in November, 2012. Gains in recent economic indicators have created optimism that sales of the concrete leveling service units will increase by next spring. The Company is hopeful that as the economy rebounds, credit will become more readily available, resulting in additional concrete leveling unit sales. ITEM 4 - CONTROLS AND PROCEDURES Disclosure Controls and Procedures. Pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, which consists of the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time period specified by the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting. There are no changes in the Company's internal controls over financial reporting that occurred during the three months ended October 31, 2012 that have materially effected, or are reasonably likely to materially effect, the internal controls over financial reporting. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS To the best of its knowledge, management of CLS is not aware of any legal proceedings in which CLS is currently involved. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no unregistered sales of equity securities during this quarter. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There are no defaults upon any senior securities. ITEM 4 - MINE SAFETY DISCLOSURES Not applicable. 7
ITEM 5 - OTHER INFORMATION There are no items of information required to be disclosed pursuant to this item at this time. ITEM 6 - EXHIBITS A. The following are filed as Exhibits to this report. The numbers refer to the exhibit table of Item 601 of regulation S-K: Reference is hereby made to the exhibits contained in the registration statement (Form SB-2) filed by Concrete Leveling Systems, Inc. Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) - Certification Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) - Certification Exhibit 32 - Section 1350 - Certification Exhibit 101 - Interactive Data Files Pursuant to Rule 405 of Regulation S-T 8
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. CONCRETE LEVELING SYSTEMS, INC. Date: December 12, 2012 By: /s/ Edward A. Barth --------------------------------------------- Edward A. Barth, Principal Executive Officer Date: December 12, 2012 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Financial Officer 9