Attached files

file filename
EX-32 - Concrete Leveling Systems Incex32.txt
EX-31.2 - Concrete Leveling Systems Incex31-2.txt
EX-31.1 - Concrete Leveling Systems Incex31-1.txt

                                  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 April 30, 2016

[ ] 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                                               26-0851977
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

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

                                 (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) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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 (ss.  232.405
of this chapter)  during the preceding 12 month (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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to 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 April 30, 2016 and July 31, 2015 April 30 July 31 ---------- ---------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash in bank $ 2,763 $ 116 Accounts receivable, net of allowance for doubtful accounts of $0 and $4,046 at April 30, 2016 and July 31, 2015 -- 449 Current portion of notes receivable, net of allowance for loan losses of $7,326 and $39,050 at April 30, 2016 and July 31, 2015 6,663 13,423 Interest receivable, net of collectability allowance of $106 and $3,922 at April 30, 2016 and July 31, 2015 478 1,910 Inventory 16,915 17,379 Prepaid expenses and other current assets 597 352 ---------- ---------- Total Current Assets 27,416 33,629 ---------- ---------- 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 $23,040 and $0 at April 30, 2016 and July 31, 2015 2,041 5,618 ---------- ---------- TOTAL ASSETS $ 29,457 $ 39,247 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 32,268 $ 36,317 Accounts payable - stockholders 35,654 35,654 Advances - stockholders 87,800 74,300 Notes payable - stockholders 62,750 62,750 Accrued interest - stockholders 15,139 15,139 Other accrued expenses 13,755 12,350 ---------- ---------- Total Current Liabilities 247,366 236,510 ---------- ---------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock (par value $0.001) 100,000,000 shares authorized: 6,395,418 shares issued and outstanding at April 30, 2016 and July 31, 2015 6,395 6,395 Additional paid-in capital 405,355 405,355 Retained (deficit) (629,659) (609,013) ---------- ---------- Total Stockholders' Equity (Deficit) (217,909) (197,263) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 29,457 $ 39,247 ========== ========== See notes to financial statements. 2
Concrete Leveling Systems, Inc. Statements of Income For the Three and Nine Months Ended April 30, 2016 3 Months Ended 9 Months Ended April 30, 2016 April 30, 2016 -------------- -------------- (Unaudited) (Unaudited) Equipment and parts sales $ 2,395 $ 3,235 ---------- ---------- Cost of Sales 2,128 2,680 ---------- ---------- Gross Margin 267 555 ---------- ---------- Expenses Selling, general and administration 7,129 21,459 ---------- ---------- Income (Loss) from Operations (6,862) (20,904) ---------- ---------- Other Income (Expense) Interest income 412 988 Interest expense (234) (729) ---------- ---------- Total Other Income (Expense) 178 259 ---------- ---------- Net Income (Loss) Before Income Taxes (6,684) (20,645) Provision for Income Taxes -- -- ---------- ---------- Net Income (Loss) $ (6,684) $ (20,645) ========== ========== Net Income (Loss) per Share - Basic and Fully Diluted $ (0.00) $ (0.00) ========== ========== Weighted average number of common shares outstanding - basic and fully diluted 6,395,418 6,395,418 ========== ========== See notes to financial statements. 3
Concrete Leveling Systems, Inc. Statements of Income For the Three and Nine Months Ended April 30, 2015 3 Months Ended 9 Months Ended April 30, 2015 April 30, 2015 -------------- -------------- (Unaudited) (Unaudited) Equipment and parts sales $ -- $ 545 ---------- ---------- Cost of Sales -- 308 ---------- ---------- Gross Margin -- 237 ---------- ---------- Expenses Selling, general and administration 4,330 26,683 ---------- ---------- (Loss) from Operations (4,330) (26,446) ---------- ---------- Other Income (Expense) Interest income 398 1,001 Interest expense (229) (683) ---------- ---------- Total Other Income (Expense) 169 318 ---------- ---------- Net (Loss) Before Income Taxes (4,161) (26,128) Provision for Income Taxes -- -- ---------- ---------- Net (Loss) $ (4,161) $ (26,128) ========== ========== Net (Loss) per Share - Basic and Fully Diluted $ (0.00) $ (0.00) ========== ========== Weighted average number of common shares outstanding - basic and fully diluted 6,395,418 6,395,418 ========== ========== See notes to financial statements. 4
Concrete Leveling Systems, Inc. Statements of Cash Flows For the Nine Months Ended April 30, 2016 and 2015 April 30, 2016 April 30, 2015 -------------- -------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $(20,645) $(26,128) Adjustments to reconcile net (loss) to net cash used in operating activities: (Decrease) in allowances for doubtful accounts and loan losses (16,546) (Increase) Decrease in accounts receivable 4,495 135 Decrease (Increase) in interest receivable 5,248 (584) Decrease (Increase) in inventory 464 (1,612) (Increase) Decrease in prepaid expenses and other current assets (245) 436 (Decrease) Increase in accounts payable (4,049) 4,443 Increase in other accrued expenses 1,405 1,021 -------- -------- Net cash (used by) operating activities (29,873) (22,289) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Payments on notes receivable 19,020 1,542 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Advances from (repayments to) stockholders 13,500 20,200 -------- -------- Net increase (decrease) in cash 2,647 (547) Cash and equivalents - beginning 116 641 -------- -------- Cash and equivalents - ending $ 2,763 $ 94 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Interest $ 729 $ 683 ======== ======== Income Taxes $ -- $ -- ======== ======== See notes to financial statements. 5
Concrete Leveling Systems, Inc. Notes to Financial Statements April 30, 2016 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, 2015. NOTE B - GOING CONCERN As shown in the financial statements, the Company incurred a net loss of $6,684 for the three months ended April 30, 2016, and has incurred substantial net losses since its inception. At April 30, 2016, current liabilities exceed current assets by $219,950. 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. 6
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 April 30, 2016, CLS has cash assets of $2,763, no accounts receivable and net notes receivable in the amount of $8,704. As of April 30, 2016, the Company was carrying inventory valued at $16,915. The Company's cash flow is currently not sufficient to maintain operations. However, the Company is receiving periodic payments from the self financed sale of its concrete leveling service units, which creates some cash flow for the Company. Mr. Edward A. Barth has continued to contact companies regarding the service unit and has listed the service unit held in inventory on Ebay. To date, the Company has been contacted with inquiries regarding the purchase of a unit, but no offer has been made. CLS continues to have cash flow issues. As of April 30, 2016, it had total current liabilities of $247,366, which includes advances from stockholders and notes and accounts payable to stockholders in the amount of $201,343, including accrued interest on those obligations. The Company had a net loss of $6,684 during the quarter. Mr. Barth continues to remain in contact with potential purchasers, who have expressed an interest in purchasing a service unit. The purchase of the Company's product is seasonal in nature. Interest in purchasing the concrete leveling service units increases in late winter and early spring, since the use of the product is restricted by cold temperature. 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 company maintains an inventory of one partially completed service unit. In the event the Company receives an order for a concrete leveling service unit, it will seek a down payment in an amount sufficient to complete the unit, in order not to have to borrow additional funds. The Company is currently relying upon loans from stockholders to meet operating expenses. Capital Resources. CLS has made no material commitments for capital expenditures as of the end of its fiscal quarter ending April 30, 2016 and does not anticipate any immediate need for material capital expenditures over the next quarter. Result of Operations. During the quarter ended April 30, 2016, the Company has experienced little activity. The Company has devoted a limited amount of its resources to marketing its product during the last quarter. Management has concentrated its efforts on field training for its current customers, in order to assure repayment of the outstanding receivables. At present, it is not in discussions with any potential buyers of its concrete leveling service units. 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 7
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 April 30, 2016 that have materially affected, or are reasonably likely to materially affect, 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. ITEM 5 - OTHER INFORMATION None 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: June 10, 2016 By: /s/ Edward A. Barth --------------------------------------------- Edward A. Barth, Principal Executive Officer Date: June 10, 2016 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Financial Officer