Concrete Leveling Systems Inc - Annual Report: 2018 (Form 10-K)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes [X] No [   ]

 

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PART I
Item 1. Description of Business	4
Item 1A. Risk Factors	6
Item 1B. Unresolved Staff Comments	6
Item 2. Description of Property	6
Item 3. Legal Proceedings	6
Item 4. Mine Safety Disclosures	6
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	11
Item 8. Financial Statements and Supplementary Data	12
Item 9. Disagreements with Accountants on Accounting and Financial Disclosures	22
Item 9A. Controls and Procedures	22
Item 9B. Other Information	23
PART III
Item 10. Directors, Executive Officers and Corporate Governance	24
Item 11. Executive Compensation	26
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13. Certain Relationships and Related Transactions, and Director Independence	27
Item 14. Principal Accountant Fees and Services	28
Item 15. Exhibits	28
Signatures	29

 

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “Concrete Leveling Systems”, “CLEV”, “the Company”, “we,” “us,” and “our,” refer to Concrete Leveling Systems, Inc., a Nevada corporation.

 

Cautionary Statement Concerning Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:

 

The following discussion and analysis was prepared to supplement information contained in the accompanying consolidated financial statements and is intended to provide certain details regarding the Company’s financial condition as of July 31, 2018 and the results of operations for the years ended July 31, 2018 and 2017.

 

PART I

ITEM 1. DESCRIPTION OF BUSINESS

 

 

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. On March 24, 2017, we entered into an Equity Purchase Agreement, whereby we will acquire all of the outstanding common stock of Jericho Associates, Inc. (“Jericho”), a company operating in the gaming, hospitality and entertainment industries, in exchange for 7,151,416 shares of our common stock which were contingently issued to the shareholders of Jericho.  In July 2017, an additional 481,000 shares were issued to shareholders of Jericho under the same contingencies as the original shares.  The Equity Purchase Agreement provided that by September 24, 2017, if the management of Jericho does not identify, and close at least one entity or business opportunity for acquisition, in order to supplement the Company’s current business operations, the shares issued as part of the agreement shall be returned to the Company and the transaction will be nullified.  On September 22, 2017, the Company and Jericho mutually agreed to extend the performance requirement until December 24, 2017.  On November 9, 2017, the Company and Jericho mutually agreed to extend the performance requirement until March 1, 2018.  
 

We have never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

 

Principal Services

Once the transaction with Jericho finalizes, the Company will operate three business divisions, which will be operated simultaneously and consist of the following:

 

Backlog

At July 31, 2018, we had no backlog.

Employees

As of July 31, 2018, we have 0 full time employees and 0 part time employees.

Proprietary Information

We own no proprietary information.

Government Regulation

We are currently not subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.  If we are able to engage in the casino gaming and hospitality industry, we may become subject to both federal and state regulation related to the operation of our business, which would require us to comply with additional government regulation.

How to Obtain our SEC Filings

 

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, are available on our website at www.clsfabricating.com, as soon as reasonably practicable after we file these reports electronically with, or furnish them to, the Securities and Exchange Commission (“SEC”). Except as otherwise stated in these reports, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC. 

 

Our investor relations department can be contacted at our principal executive office located at our principal office, 5046 E. Boulevard, NW, Canton, OH 44718. Our telephone number is (330)-966-8120.

 

ITEM 1A. RISK FACTORS

 

Not required for a Smaller Reporting Company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

 

The Company operations are currently being conducted out of the Company office located at 5046 E. Boulevard, NW Canton, OH 44718, and consists of approximately 2,500 square feet.  The Company is provided with this commercial location rent free from the Company’s President, Edward Barth.  The Company considers that the current principal office space arrangement is adequate and will reassess its needs based upon the future growth of the Company.

 

ITEM 3. LEGAL PROCEEDINGS

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

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.

 

 

 

 

As of September 30, 2018, there were 23 record holders of our common stock, and there were 14,027,834 shares of our common stock outstanding.

 

The Securities Enforcement and Penny Stock Reform Act of 1990

 

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

 

 

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

Dividend Policy

 

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

Recent Sales of Unregistered Securities

None.

 

ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

		Years Ended July 31,
		2018				2017
Balance Sheet Data:
Cash		$	343			$	0
Total assets			23,954				26,766
Total liabilities			290,215				291,672
Stockholders' deficit			266,261				264,906
Operating Data:
Revenues			2,840				743
Cost of Sales			1,821				200
Operating expenses			37,549				41,004
Net Income (loss)		$	(36,841	)   $			(39,878	)

A smaller reporting company is not required to provide the information in this Item.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

/s/ Accell Audit and Compliance, P.A.
We have served as the Company’s auditor since 2017.
Tampa, Florida
October 26, 2018

 

 

		2018				2017
Assets
Current Assets
Cash in bank		$	343			$	-
Accounts receivable, net of allowance for doubtful accounts of $0 at July 31, 2018 and 2017			-				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			23,611				23,688
Prepaid expenses and other current assets			-				200
Total Current Assets			23,954				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		$	23,954			$	26,766
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Cash overdraft		$	-			$	20
Accounts payable			16,836				44,420
Accounts payable - stockholders			-				35,486
Advances - stockholders			187,032				117,000
Notes payable - stockholders			62,750				62,750
Accrued interest - stockholders			15,139				15,139
Other accrued expenses			8,458				16,857
Total Current Liabilities			290,215				291,672
Stockholders’ Equity (Deficit)
Common stock (par value $0.001) 100,000,000 shares authorized:
14,027,834 shares issued and outstanding at July 31, 2018 and 2017			14,027				14,027
Additional paid-in capital			433,209				397,723
Retained (deficit)			(713,497	)			(676,656	)
Total Stockholders’ (Deficit)			(266,261	)			(264,906	)
Total Liabilities and Stockholders’ (Deficit)		$	23,954			$	26,766

 

 

 

		2018				2017
Parts sales		$	2,840			$	743
Cost of Sales			1,821				200
Gross Margin			1,019				543
Expenses
Selling, general and administrative			37,549				41,004
(Loss) from Operations			(36,530	)			(40,461	)
Other Income (Expense)
Interest income			723				1,541
Interest expense			(1,034	)			(958	)
Total Other Income (Expense)			(311	)			583
Net (Loss) Before Income Taxes			(36,841	)			(39,878	)
Provision for Income Taxes			-				-
Net (Loss)		$	(36,841	)		$	(39,878	)
Net (Loss) per Share - Basic and Fully Diluted		$	(0.01	)		$	(0.01	)
Weighted average number of common shares outstanding - basic and fully diluted			6,395,418				6,395,418

 

 

 

 

See notes to financial statements and report of independent registered public accounting firm.

 

 

 

 

										Additional								Total
		Issued				Par				Paid-in				Accumulated				Stockholders’
		Shares				Value				Capital				(Deficit)				Equity (Deficit)
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	)
Capital contributed			-				-				35,486				-				35,486
Net (Loss)			-				-				-				(36,841	)			(36,841	)
Balance July 31, 2018			14,027,834			$	14,027			$	433,209			$	(713,497	)		$	(266,261	)

 

 

 

 

See notes to financial statements and report of independent registered public accounting firm.

 

 

 

 

		2018				2017
Cash Flows from Operating Activities
Net (loss)		$	(36,841	)		$	(39,878	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loan and interest losses write off			3,508				576
(Increase) in allowances for doubtful accounts and loan losses			(723	)			-
Decrease in accounts receivable			93				124
(Increase) in interest receivable			-				(1,140	)
Decrease (Increase) in inventory			77				(81	)
Decrease in prepaid expenses			200				285
(Decrease) Increase in accounts payable			(27,584	)			10,861
(Decrease) Increase in other accrued expenses			(8,399	)			1,029
Net cash (used in) operating activities			(69,669	)			(28,224	)
Cash Flows from Investing Activities
Payments on notes receivable			-				500
Cash Flows from Financing Activities
Advances from stockholders			70,032				27,600
Net (decrease) in cash			363				(124	)
Cash and equivalents - beginning			(20	)			104
Cash and equivalents (Cash overdraft) - ending		$	343			$	(20	)
Supplemental Disclosure of Cash Flows Information
Interest		$	1,034			$	958
Income Taxes		$	-			$	-

 

Non-Cash Financing Activities

During the year ended July 31, 2018, a stockholder forgave accounts payable of $35,486. This has been reflected as an increase in Additional Paid-In Capital.

 

 

See notes to financial statements and report of independent registered public accounting firm.

 

 

 

		July 31, 2018				July 31, 2017
Currently payable		$	0			$	0
Deferred			0				0
Total		$	0			$	0

		July 31, 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			(7,700	)			(21	)			(13,400	)			(34	)
Income taxes at statutory rate		$	(7,700	)			(21	)%		$	(13,400	)			(34	)%

		July 31, 2018				July 31, 2017
Net operating loss carryforwards		$	116,600			$	181,400
Allowances for uncollectable accounts			0				8,800
Compensation and miscellaneous			3,200				5,300
Deferred tax assets			119,800				195,500
Valuation Allowance			(119,800	)			(195,500	)
Net deferred tax assets:		$	0			$	0

 

 

 

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.  Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-K. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-K, our disclosure controls and procedures were not effective.

Management Report on Internal Control Over Financial Reporting

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, 2018.  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.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Management's Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.  During the period covered by this quarterly report on Form 10-K, we have not been able to remediate the material weaknesses identified above.  To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

 

The remediation efforts set out herein will be implemented in the 2018 and 2019 fiscal years.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our financial statements for the fiscal year ended July 31, 2018 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the fiscal year ended July 31, 2018.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

Nothing to report.

 

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which they have served as such, and the business experience during at least the last five years:

 

*	Mr. Tassinari and Root will become a director and Chief Executive Officer upon the closing of the acquisition Of Jericho Associates, Inc.

**	Mr. Root is the Chief Executive Officer of VegasWinners, Inc. and will become the Senior Vice President of Marketing, Media, Entertainment and Communications of Jericho upon the closing of the VegasWinners/Jericho Transaction

The above listed officers and directors are not involved, and have not been involved in the past five years, in any legal proceedings that are material to an evaluation of their ability or integrity.

 

DESCRIPTION

 

Suzanne I. Barth, age 57, 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 60 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 64, 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.

Ronald J. Tassinari, age 74, has been engaged in the gaming and hospitality industry for over thirty years.  He has served as Chairman and Chief Executive Officer of a publicly traded company (“Company”) that operated in the Tribal casino, and commercial casino related industries.

Specific projects developed by Mr. Tassinari and his associates include Table Mountain Casino, located in Friant, (adjacent to Fresno) California.  That Company, developed, expanded (three times), managed (1989 – 2000) the casino property and upgraded it from a 1600 Bingo hall into a major casino destination. Even today, that casino maintains a significant presence in Central California. It consists of a 250,000 square foot casino, 2,000 gaming machines, 50 table games, showroom, an 850-seat bingo hall, multiple restaurants, an Asian-game card room, and a Johnny Miller’s Signature 18 hole golf course, Eagle Springs; having gross revenues over $300m.

 

Under Mr. Tassinari’s leadership, that Company also developed an expansion of a mid size Tribal casino in northern California and provided casino gaming consulting services to that Tribe for three and a half years. Concurrently with those two projects, the Company provided an array of casino consulting services to many California Tribal casinos. Those services consisted of, but were not limited to:  implementation of internal control systems, set up of casino security and surveillance and training of security personnel, casino floor planning, layout, and training of dealers and floor personnel, and also casino cage set up and training of casino cashiers and accounting personnel.

Mr. Tassinari also led the purchase of Royal Reservations, Inc. (“Royal”) a company that established a dominant market presence as a successful Las Vegas inbound tourist service provider.  Unique to its services was the ability to manage the reservation and visitor amenity needs of incoming Las Vegas tourists. This was accomplished through that company’s developed relationships with Las Vegas hotels and casinos, tour operators, ground transportation operators and other service providers.  The influence and effectiveness of Royal’s 24-hour visitor center was a landmark business model in Las Vegas, as many gaming and hospitality properties were encouraged to bid against each other by offering better room rates,  special services, and unique amenities as incentives to Royal to steer targeted customers to their specific properties.

Presently, Mr. Tassinari is the CEO of Jericho Associates, Inc .and is conducting due diligence on a number of Tribal casino and commercial gaming projects. Jericho is also seeking companies developing new gaming technology and innovations.

Mr. Tassinari' prior experience includes over a decade of service with the Wall Street firms of Merrill Lynch, Pierce, Fenner & Smith, and A G Becker Securities.

Family Relationships

 

Suzanne Barth and Edward Barth are spouses. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

 

Committees of the Board of Directors

There are no committees of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.

 

Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, other than as is discussed in this Annual Report. 

 

ITEM 11. EXECUTIVE COMPENSATION

None of the directors of the Company receive any salary for services rendered as a director of the Company.

The Corporation does not have written employment agreements or consulting agreements with any of the Company's officers. All of the Company's officers work on a part-time basis for the Company without compensation. 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of September 30, 2018, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 14,027,834 common shares were issued and outstanding as of September 30, 2018.  The address for all officers and directors is 5046 E. Boulevard, NW, Canton, OH 44718.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The Company uses warehouse and office space belonging to one of its stockholders. The stockholder does not charge the Company rent or other fees for the use of these facilities.

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One of the Company’s stockholders and a company owned by the stockholder advanced a total of $119,666 to the Company at various times between November 2012 and July 2018. The balances on the advances are $119,666 and $117,000 at July 31, 2018 and 2017, respectively. The advances carry no interest.

From June 5, 2017 through June 28, 2018, Jericho made loans to the Company totaling $67,366. The loans are repayable on demand.

There are not currently any conflicts of interest by or among its current officers, directors, key employees or advisors. The Company has not yet formulated a policy for handling conflicts of interest; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Accell Audit & Compliance, PA, billed an aggregate of $25,000 the year ended July 31, 2018 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 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.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

ITEM 15. EXHIBITS

EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

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	Concrete Leveling Systems, Inc.
	By: /s/ Suzanne I. Barth
	Suzanne I. Barth, CEO
	By: /s/ Edward A. Barth
	Edward A. Barth, President

	Concrete Leveling Systems, Inc.
	By: /s/ Suzanne I. Barth
	Suzanne I. Barth,
	its Principal Executive Officer,
	its Principal Financial Officer, and
	its Principal Accounting Officer and Director
	By: /s/ Edward A. Barth
	Edward A. Barth, its President
	By: /s/ Eugene H. Swearengin
	Eugene H. Swearengin, Director