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Cautionary Statement Concerning Forward-Looking Statements

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The concrete leveling division of the business will fabricate and market a concrete leveling service unit utilized in the concrete leveling industry. This unit secures to the back of a truck and consists of a mixing device to mix lime with water and a pumping device capable of pumping the mixture under pressure into pre-drilled holes in order to raise the level of any flat concrete surface.

 

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Since June 25, 2010, our common stock has been quoted on the OTC Pink marketplace, under the trading symbol CLEV.  Prior to June 25, 2010, our common stock was not quoted on any stock exchange. The following table sets forth, for the calendar periods indicated, the range of the high and low prices reported for our common stock.  The quotations represent inter-dealer prices without retail mark-ups, mark-downs, or commissions, and may not necessarily represent actual transactions.  The quotations may be rounded for presentation.

 

A purchaser is purchasing penny stock which limits the ability to sell the stock. The Company’s shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

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·	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

·	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

·	contains a toll-free telephone number for inquiries on disciplinary actions;

·	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

·	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

·	the bid and offer quotations for the penny stock;

·	the compensation of the broker-dealer and its salesperson in the transaction;

·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·	monthly account statements showing the market value of each penny stock held in the customer's account.

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Overview

 

Concrete Leveling Services, Inc. (“we”, “us”, “our” or the “Company”) was incorporated on August 28, 2007 in the State of Nevada. The Company's principal offices are located at 5046 East Boulevard Northwest, Canton, Ohio 44718. In Ohio, the Company does business under the trade name of CLS Fabricating, Inc. CLS has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

 

 

The concrete leveling division of the business will fabricate and market a concrete leveling service unit utilized in the concrete leveling industry. This unit secures to the back of a truck and consists of a mixing device to mix lime with water and a pumping device capable of pumping the mixture under pressure into pre-drilled holes in order to raise the level of any flat concrete surface.

 

The gaming and hospitality division of the business will focus on casino gaming, hospitality, entertainment and leisure time industries, and will pursue opportunities in the tribal and commercial casino gaming industries, both in California and Nevada.  The Company will also operate in the casino gaming technology industry, and is seeking opportunities to partner, joint venture, or acquire companies developing casino games that combine traditional casino games with the challenge of video games and the playability of social games, meaning games that pit the player’s skill against the skill of another player as opposed to the casino itself.

 

Operating expenses, which consisted of general and administrative expenses, research and development fees and consulting fees for the year ended July 31, 2017, were $41,004. This compares with operating expenses for the year ended July 31, 2016 of $29,075.  The major components of general and administrative expenses include accounting fees, legal and professional fees. Our operating expenses increased during the year ended July 31, 2017 primarily due to an increase in our general and administrative expenses during the period as a result of the acquisition of Jericho.

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Foreign Currency Transactions

 

None.

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		4807 Rockside Road, Suite 510      Phone:  (216) 524.8900
		Independence, Ohio  44131                 Fax:  (216) 524.8777
		http://www.hobe.com

	/s/ Hobe & Lucas
	Certified Public Accountants, Inc.

 

 

 

 

 

 

		2017				2016
Parts sales		$	743			$	3,620
Cost of Sales			200				2,744
Gross Margin			543				876
Expenses
Selling, general and administrative			41,004				29,075
(Loss) from Operations			(40,461	)			(28,199	)
Other Income (Expense)
Interest income			1,541				1,391
Interest expense			(958	)			(957	)
Total Other Income (Expense)			583				434
Net (Loss) Before Income Taxes			(39,878	)			(27,765	)
Provision for Income Taxes			-				-
Net (Loss)		$	(39,878	)		$	(27,765	)
Net (Loss) per Share - Basic and Fully Diluted		$	(0.01	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and fully diluted			6,395,418				6,395,418

 

 

 

 

See notes to financial statements.

 

 

 

										Additional								Total
		Issued				Par				Paid-in				Accumulated				Stockholders’
		Shares				Value				Capital				(Deficit)				Equity (Deficit)
Balance July 31, 2015			6,395,418			$	6,395			$	405,355			$	(609,013	)		$	(197,263	)
Net (Loss)			-				-				-				(27,765	)			(27,765	)
Balance July 31, 2016			6,395,418				6,395				405,355				(636,778	)			(225,028	)
Issuance of contingent shares to Jericho			7,632,416				7,632				(7,632	)			-				-
Net (Loss)			-				-				-				(39,878	)			(39,878	)
Balance July 31, 2017			14,027,834			$	14,027			$	397,723			$	(676,656	)		$	(264,906	)

 

 

 

 

See notes to financial statements.

 

 

 

 

		2017				2016
Cash Flows from Operating Activities
Net (loss)		$	(39,878	)		$	(27,765	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Allowance for loan losses			(449	)			(14,799	)
Allowance for doubtful accounts			-				(4,046	)
Allowance for uncollectable interest			1,025				(3,680	)
Decrease in accounts receivable			124				4,278
(Increase) Decrease in interest receivable			(1,140	)			8,803
(Increase) Decrease in inventory			(81	)			529
Decrease (Increase) in prepaid expenses			285				(133	)
Increase (Decrease) in accounts payable			10,861				(2,926	)
Increase in other accrued expenses			1,029				3,478
Net cash (used in) operating activities			(28,224	)			(36,261	)
Cash Flows from Investing Activities
Payments on notes receivable			500				21,149
Cash Flows from Financing Activities
Advances from stockholders			27,600				15,100
Net (decrease) in cash			(124	)			(12	)
Cash and equivalents - beginning			104				116
(Cash overdraft) Cash and equivalents - ending		$	(20	)		$	104
Supplemental Disclosure of Cash Flows Information
Interest		$	958			$	957
Income Taxes		$	-			$	-

 

Non-Cash Investing Activities: During the year ended July 31, 2016, a leveling unit was repossessed and returned to inventory in satisfaction of a note receivable of $6,415 and interest receivable of $342.  Also during the year ended July 31, 2016, a note receivable was refinanced and interest receivable of $2,818 was capitalized.

 

 

 

 

See notes to financial statements.

 

 

		2017				2016
Currently payable		$	-			$	-
Deferred			-				-
Total		$	-			$	-

		2017								2016
						% of								% of
						Pretax								Pretax
		Income				Amount				Income				Amount
Income taxes per statement of operations		$	-				-	%		$	-				-	%
Loss for financial reporting purposes without tax expense or benefit			(13,400	)			(34	)			(9,400	)			(34	)
Income taxes at statutory rate		$	(13,400	)			(34	)%		$	(9,400	)			(34	)%

		2017				2016
Net operating loss carryforwards		$	181,400			$	167,700
Allowances for uncollectable accounts			8,800				8,600
Compensation and miscellaneous			5,300				5,300
Deferred tax assets			195,500				181,600
Valuation Allowance			(195,500	)			(181,600	)
Net deferred tax assets:		$	-			$	-

Year of Loss		Amount			Expiration Date
Period Ended July 31, 2008		$	62,107		2/28/2029
Period Ended July 31, 2009		$	68,766		2/28/2030
Period Ended July 31, 2010		$	25,311		2/28/2031
Period Ended July 31, 2011		$	96,481		2/28/2032
Period Ended July 31, 2012		$	113,260		2/28/2033
Period Ended July 31, 2014		$	29,399		2/28/2035
Period Ended July 31, 2015		$	33,483		2/28/2036
Period Ended July 31, 2016		$	50,290		2/28/2037
Period Ended July 31, 2017		$	39,301		2/28/2038

 

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.  In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.  Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013).  Our system of internal control over financial reporting is designed 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.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of July 31, 2017.  The ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

We believe that the weaknesses identified above have not had any material effect on our financial results. While not being legally obligated to have an audit committee, it is our management’s view that such a committee, including an independent financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently, the board of directors acts in the capacity of the audit committee. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the 2017 and 2018 fiscal years, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

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Suzanne I. Barth, age 55, is the Founder, CEO, CFO and Director of CLS. Mrs. Barth received an AAS degree in Business Management from Stark Technical College in 1983. Over the past 27 years, Mrs. Barth has been involved as an office manager for various businesses in the construction industry.

 

Edward A. Barth, age 58 is the President. Mr. Barth received a Bachelor of Science degree in civil engineering technology from Youngstown State University in 1984. He has been employed by the City of North Canton, Ohio, Michael Baker Engineering Corporation and in 1990 returned to the family construction business where he served as President of Barth Construction Co., Inc. In August 2001 Mr. Barth changed the name of the corporation to Stark Concrete Leveling, Inc. and presides as President of the leveling and concrete rehabilitation business. Mr. Barth continues to be employed by Stark Concrete Leveling, Inc. He resides in Canton, Ohio.

 

Eugene H. Swearengin, age 62, is Secretary and Director of the Corporation. Mr. Swearengin started his career as an apprentice carpenter. He successfully obtained his journeyman's card in 1977. In 1978 he purchased a 50% interest in Callahan Door Sales, Inc. Mr. Swearengin has managed a successful career in the garage and entrance door business for the past 38 years. He resides in North Canton, Ohio.

 

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		Amount and Nature of
Name and Address of Beneficial Owner		Beneficial Ownership (1)(2)				Percent of Class
Executive Officers and Directors:
Suzanne Barth, Chief Executive Officer, Chief Financial Officer, Director			2,951,667				21	%
Edward Barth, President and Director			879,167				6.3	%
Eugene Swearengin			185,000				1.3	%
All Officers and Directors as a Group (three persons)			4,015,834				28.6	%
Five Percent Stockholders:
Ronald Tassinari (3) P.O. Box 81890 Las Vegas, NV 89180			5,478,702				39.1	%
RT Two, LLC (4) P.O. Box 81890 Las Vegas, NV 89180			1,084,508				7.7	%

(1)	All ownership is beneficial and of record, unless indicated otherwise.

(2)	The Beneficial owner has sole voting and investment power with respect to the shares shown.

(3)	Includes 2,739,351 shares held in the name of Ronald Tassinari, and 2,739,351 shares held in the name of Jericho Partners, LLC, an entity controlled by Ronald Tassinari.

(4)	RT Two, LLC is controlled by Robert Tassinari.

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Our independent auditor, Accell Audit & Compliance, PA, billed an aggregate of $19,000 the year ended July 31, 2017 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports. Our previous independent auditor, Hobe & Lucas, Certified Public Accountants, billed an aggregate of $22,740 for the year ended July 31, 2016 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports.  In addition, Hobe & Lucas billed $490 for tax preparation.

*

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.

Date: November 9, 2017

Date: November 9, 2017