UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 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)
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(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: 5,585,418
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Concrete Leveling Systems Inc.
Balance Sheets
January 31, 2012 and July 31, 2011
January 31 July 31
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash in bank $ 943 $ 19,710
Accounts receivable 300 365
Current portion of notes receivable 22,183 18,538
Deposits 5,000 --
Inventory 721 262
---------- ----------
TOTAL CURRENT ASSETS 29,147 38,875
---------- ----------
PROPERTY, PLANT AND EQUIPMENT
Equipment 1,900 1,900
Less: Accumulated depreciation (1,900) (1,900)
---------- ----------
TOTAL PROPERTY, PLANT AND EQUIPMENT -- --
---------- ----------
OTHER ASSETS
Notes receivable, net of current portion 31,764 38,450
Deposits 10 10
---------- ----------
31,774 38,460
---------- ----------
TOTAL ASSETS $ 60,921 $ 77,335
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 102,402 $ 60,475
Notes payable - stockholders 52,250 48,550
Other accrued expenses 16,692 14,088
---------- ----------
TOTAL CURRENT LIABILITES 171,344 123,113
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (par value $0.001)
100,000,000 shares authorized:
5,585,418 shares issued and outstanding at January 31, 2012
and July 31, 2011 5,585 5,585
Additional paid-in capital 244,165 244,165
Retained (deficit) (360,173) (295,528)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (110,423) (45,778)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 60,921 $ 77,335
========== ==========
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See notes to financial statements.
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Concrete Leveling Systems Inc.
Statements of Income
For the Three and Six Months Ended January 31, 2012
(Unaudited)
3 Months Ended 6 Months Ended
January 31, 2012 January 31, 2012
---------------- ----------------
Equipment and parts sales $ -- $ --
----------- -----------
Cost of Sales -- --
----------- -----------
Gross Margin -- --
----------- -----------
Expenses
Selling, general and administration 25,025 63,152
Depreciation -- --
----------- -----------
Total Expenses 25,025 63,152
----------- -----------
(Loss) from Operations (25,025) (63,152)
Other Income (Expense)
Interest income 741 1,542
Interest expense (1,533) (3,035)
----------- -----------
Total Other Income (Expense) (792) (1,493)
----------- -----------
Net (Loss) Before Income Taxes (25,817) (64,645)
Provision for Income Taxes -- --
----------- -----------
Net (Loss) $ (25,817) $ (64,645)
=========== ===========
Net (Loss) per Share - Basic and Fully Diluted $ (0.00) $ (0.01)
=========== ===========
Weighted average number of common shares outstanding
- basic and fully diluted 5,585,418 5,585,418
=========== ===========
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See notes to financial statements.
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Concrete Leveling Systems Inc.
Statements of Income
For the Three and Six Months Ended January 31, 2011
(Unaudited)
3 Months Ended 6 Months Ended
January 31, 2011 January 31, 2011
---------------- ----------------
Equipment and parts sales $ -- $ 416
----------- -----------
Cost of Sales -- 183
----------- -----------
Gross Margin -- 233
----------- -----------
Expenses
Selling, general and administration 29,362 60,291
Depreciation 159 318
----------- -----------
Total Expenses 29,521 60,609
----------- -----------
(Loss) from Operations (29,521) (60,376)
Other Income (Expense)
Interest income 1,290 2,244
Interest expense (1,168) (2,088)
----------- -----------
Total Other Income (Expense) 122 156
----------- -----------
Net (Loss) Before Income Taxes (29,399) (60,220)
Provision for Income Taxes -- --
----------- -----------
Net (Loss) $ (29,399) $ (60,220)
=========== ===========
Net (Loss) per Share - Basic and Fully Diluted $ (0.01) $ (0.01)
=========== ===========
Weighted average number of common shares outstanding
- basic and fully diluted 5,137,639 5,137,639
=========== ===========
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See notes to financial statements.
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Concrete Leveling Systems, Inc.
Statements of Cash Flows
For the Six Months Ended January 31, 2012 and 2011
(Unaudited)
2012 2011
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $(64,645) $(60,220)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation -- 318
(Increase) Decrease in accounts receivable 65 (892)
Decrease (Increase) in inventory (459) (9,175)
Decrease (Increase) in Deposits (5,000) --
Increase (Decrease) in accounts payable 41,927 37,846
Increase (Decrease) in other accrued expenses 2,605 2,123
-------- --------
NET CASH FROM (USED BY) OPERATING ACTIVITIES (25,507) (30,000)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on notes receivable 3,040 2,613
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from (payments to) stockholders 3,700 25,450
-------- --------
Net Increase (decrease) in cash (18,767) (1,937)
Cash and equivalents - beginning 19,710 2,426
-------- --------
Cash and equivalents - ending $ 943 $ 489
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest $ 451 $ 244
======== ========
Income Taxes $ -- $ --
======== ========
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See notes to financial statements.
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Concrete Leveling Systems, Inc.
Notes to Financial Statements
January 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, 2011.
NOTE B - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of $25,817
for the three months ended January 31, 2012, and has incurred substantial net
losses since its inception. At January 31, 2012, current liabilities exceed
current assets by $142,197. 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.
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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 January 31, 2012, CLS has cash assets of $943
and outstanding notes receivable from the sale of concrete leveling service
units in the amount of $53,947. As of January 31, 2012, the Company was carrying
inventory valued at $721.
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 this fiscal year, the Company has investigated offering a
concrete leveling service unit, mounted on a trailer, as opposed to a truck.
This is a new product for the Company. The concrete leveling trailer service
unit is not permanently affixed to a truck bed. Instead, the unit will be
affixed to a trailer which will be towed to the job site by a truck. The Company
is currently making design modifications to its service unit and plans to offer
a trailer service unit in the spring. In addition, the Company has been in
discussions with several potential buyers for concrete leveling service units.
CLS's efforts in marketing its service units to the public has created national
exposure for its products.
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. Upon completion, CLS will be
showing the new unit to two potential purchasers, each of whom has expressed an
interest in purchasing a unit. In addition, CLS is negotiating with a third
purchaser for the purchase of a concrete leveling service unit. In the past,
financing issues have prevented potential purchasers from buying a service unit,
however, CLS has recently been able to locate a company that should be in the
position to commence financing service unit purchases. In the event one or all
of the potential purchasers contract to purchaser service units, management
believes that all units will be fabricated and sold by the end of May, 2012.
CLS continues to have cash flow issues. As of January 31, 2012, it had
total current liabilities of $171,344. The increase in the accounts payable over
the Company's year end balance sheet is partially due to the Company seeking to
fabricate a new service unit for inventory purposes. The Company did not sell
any service units during the past quarter. It continues to experience negative
income figures for the quarter, but is hopeful that with the commencement of the
new season, interest in the service units will increase.
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 January 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.
Capital Resources. CLS has made no material commitments for capital
expenditures as of the end of its fiscal quarter ending January 31, 2012 and
does not anticipate any immediate need for material capital expenditures over
the next quarter.
Result of Operations. During the three months ending January 31, 2012, CLS
did not sell any concrete leveling service units. At present, the Company is
negotiating for sales with three interested customers. Two of these customers
are waiting to view the service unit, currently being fabricated in operation,
prior to making a purchase decision. A third potential purchaser is committed to
purchase a new unit, pending receipt of financing. Management of the Company has
located a new potential financing source that is currently reviewing an
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application for the potential purchaser. 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. Management has not
identified any change in the Company's internal control over financial reporting
in connection with the evaluation that management of the Company, including the
Company's CEO and CFO, that is required by paragraph (d) of Rule 13(a)-15 under
the Exchange Act of 1934 that occurred during the Company's last fiscal quarter.
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 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the past
quarter.
ITEM 5 - OTHER INFORMATION
There are no items of information required to be disclosed pursuant to this
item at this time.
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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.
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 8, 2012 By: /s/ Edward A. Barth
--------------------------------------
Edward A. Barth,
Principal Executive Officer
Date: June 8, 2012 By: /s/ Suzanne I. Barth
--------------------------------------
Suzanne I. Barth,
Principal Financial Officer
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