CLEV 10-Q Quarterly Report Jan. 31, 2010 | Alphaminr
Concrete Leveling Systems Inc
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CLEV 10-Q Quarter ended Jan. 31, 2010

Balance Sheet
Cash Flow
Income Statement
CONCRETE LEVELING SYSTEMS INC
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10-Q 1 g3950.txt QTRLY REPORT FOR THE QTR ENDED 1-31-10 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 January 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number 000-1414382 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [ ] 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: 5,030,418 Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Concrete Leveling Systems Inc. Balance Sheets January 31, 2010 and July 31, 2009
1/31/2010 7/31/2009 --------- --------- ASSETS Current Assets Cash in bank $ 944 $ 530 Accounts receivable -- -- Notes receivable 6,369 -- Prepaid expense -- 75 Inventory 14,208 29,612 --------- --------- Total Current Assets 21,521 30,217 --------- --------- Property, Plant and Equipment Equipment 1,900 1,900 Less: Accumulated depreciation (1,066) (749) --------- --------- Total Property, Plant and Equipment 834 1,151 --------- --------- Other Assets Notes Receivable 12,064 -- Deposits 10 10 --------- --------- 12,074 10 TOTAL ASSETS $ 34,429 $ 31,378 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 40,034 $ 29,332 Notes payable 7,000 -- Other accrued expenses 9,522 8,864 --------- --------- Total Current Liabilites 56,556 38,196 --------- --------- Stockholders' Equity (Deficit) Common stock (par value $0.001) 100,000,000 shares authorized: 5,030,418 and 4,842,918 shares issued and outstanding at Jan 31, 2010 and Oct 31, 2009 respectively 5,030 4,843 Additional paid-in capital 147,220 124,907 Stock subscriptions payable Retained (deficit) (174,377) (136,568) --------- --------- Total Stockholders' Equity (Deficit) (22,127) (6,818) --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 34,429 $ 31,378 ========= =========
See notes to financial statements. 2 Concrete Leveling Systems Inc. Statements of Income For the Three and Six Months Ended January 31, 2010
3 Months 6 Months Ended Ended Jan 31, 2010 Jan 31, 2010 ------------ ------------ Equipment sales $ -- $ 45,000 Equipment rental -- -- ----------- ----------- -- 45,000 ----------- ----------- Cost of Sales -- 26,543 ----------- ----------- Gross Margin -- 18,457 ----------- ----------- Expenses General & administration 27,073 55,583 Depreciation & amortization 158 317 ----------- ----------- Total Expenses 27,231 55,900 ----------- ----------- (Loss) from Operations (27,231) (37,443) Other (Expense) Interest Income (Expense) (182) (366) ----------- ----------- Total Other (Expense) (182) (366) ----------- ----------- Net (Loss) Before Income Taxes (27,413) (37,809) Provision for Income Taxes -- -- ----------- ----------- Net (Loss) $ (27,413) $ (37,809) =========== =========== Net (Loss) per Share - Basic and Fully Diluted $ (0.01) $ (0.01) =========== =========== Weighted average number of common shares outstanding - basic and fully diluted 4,849,032 4,845,975 =========== ===========
See notes to financial statements. 3 Concrete Leveling Systems Inc. Statements of Income For the Three and Six Months Ended January 31, 2009
3 Months 6 Months Ended Ended Jan 31, 2009 Jan 31, 2009 ------------ ------------ Equipment sales $ -- $ -- Equipment rental 209 1,271 ----------- ----------- 209 1,271 ----------- ----------- Cost of Sales -- -- ----------- ----------- Gross Margin 209 1,271 ----------- ----------- Expenses General & administration 14,097 34,376 Depreciation & amortization 158 316 ----------- ----------- Total Expenses 14,255 34,692 ----------- ----------- (Loss) from Operations (14,046) (33,421) Other (Expense) Interest Income (Expense) (137) (338) ----------- ----------- Total Other (Expense) (137) (338) ----------- ----------- Net (Loss) Before Income Taxes (14,183) (33,759) Provision for Income Taxes -- -- ----------- ----------- Net (Loss) $ (14,183) $ (33,759) =========== =========== Net (Loss) per Share - Basic and Fully Diluted $ (0.00) $ (0.01) =========== =========== Weighted average number of common shares outstanding - basic and fully diluted 4,428,334 4,408,516 =========== ===========
See notes to financial statements. 4 Concrete Leveling Systems, Inc. Statements of Cash Flows For the Six Months Ended January 31, 2010, and 2009
Jan 31, 2010 Jan 31, 2009 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $(37,809) $(33,759) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 316 316 (Increase) Decrease in accounts receivable (20,066) 218 Decrease (Increase) in inventory 15,404 (154) (Increase) Decrease in prepaid expenses 75 3,174 (Increase) Decrease in deposits Increase (Decrease) in accounts payable 33,202 24,202 Increase (Decrease) in other accrued expenses 658 (342) -------- -------- Net cash (used by) operating activities (8,220) (6,345) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equipment -- (1,200) -------- -------- Net cash (used by) investing activities -- (1,200) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 7,000 -- Payments received on notes receivable 1,634 -- -------- -------- Net cash provided by financing activities 8,634 -- -------- -------- Net Increase (decrease) in cash 414 (7,545) Cash and equivalents - beginning 530 8,203 -------- -------- Cash and equivalents - ending $ 944 $ 658 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Interest $ 255 $ 196 ======== ======== Income Taxes $ -- $ -- ======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES During October, 2009, the Company converted $20,000 of accounts receivable into a note receivable from the customer. On January 29, 2010, two stockholders of the Company exchanged accrued rents and management fees totaling $22,500 for 187,500 shares of the Company's common stock. See notes to financial statements. 5 Concrete Leveling Systems, Inc. Notes to Financial Statements January 31, 2010 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, 2009. NOTE B - DEVELOPMENT STAGE IN PRIOR PERIODS Concrete Leveling Systems, Inc. was incorporated on August 27, 2007 in Nevada and was in the development stage through July 31, 2009. The fiscal year ending July 31, 2010 is the first year during which the Company is considered an operating company and is no longer in the development stage. NOTE C - GOING CONCERN As shown in the financial statements, the Company incurred a net loss of $27,413 for the three months ended January 31, 2010, and has incurred substantial net losses since its inception. At January 31, 2010, current liabilities exceed current assets by $35,035. 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) became an operating company in the prior calendar quarter, having received revenues of $45,000 from the sale of a new concrete leveling service unit. This is the first sale of the new unit by the Company which has previously been in its developmental stages. As of January 31, 2010, CLS has cash assets of $944 and outstanding notes receivable from the sale of its first concrete leveling service unit in the amount of $18,433. The Company is currently carrying an inventory valued at $14,208. This inventory comprises a partially completed new service unit and a used service unit, mounted on a truck which is being carried at a value of $1 on the Company's balance sheet. During its developmental stage, the Company obtained capital through a private offering and a subsequent public offering which is now closed. The funds generated through the two offerings enabled the Company to retrofit the used concrete leveling service unit which is currently in inventory, and to purchase parts to build two additional concrete leveling service units. In its last quarterly report, the Company disclosed a pending contract for the used concrete leveling service unit. Since that time, the Company has received a signed agreement to purchase the used unit for $35,000. Payment for the unit will be through an installment purchase, financed by the Company. The terms of the installment purchase provides for 48 monthly payments of $821.98 per month, commencing April 1, 2010. In January, 2010, a marketing campaign was instituted by the Company's agent. The major emphasis of the marketing campaign was a direct mailing to approximately 1,000 existing businesses in the concrete pumping industry. In November, 2009, the Company also launched a new website at www.clsfab.net. This website is intended to provide all of the necessary information to prospective purchasers, including pertinent contact information. Additionally, in order to expand the public awareness of the Company, it has started a Google ad campaign directed toward the mud jacking/slab jacking industry. Because the utilization of the Company's product is concentrated in the colder climate areas of the United States and Canada, there is very little activity in the industry during the winter months. With spring approaching, the Company is accelerating its marketing efforts in order to provide customers with new concrete leveling service units at the beginning of the new season. The marketing efforts on behalf of the Company have created two interested customers. At the present time, both customers are attempting to arrange the necessary financing to purchase new service units. All marketing on behalf of the Company is conducted by Stark Concrete Leveling, Inc., the exclusive distributor for the CLS service units. Stark Concrete Leveling, Inc. (Stark) is owned and operated by Mr. Edward A. Barth, husband of Suzanne I. Barth, the Company's President and a Director. Under the terms of the Marketing Agreement, Stark will receive a commission equal to 30% of the sales price of any unit sold. Stark is responsible for any costs of marketing, advertising, and the training of Buyer's agents in the use of the units. The shares of CLS are not currently publicly traded. During the past quarter, management has taken steps to secure trading of the Company's shares on the over the counter bulletin board. Management has been in contact with a market maker who has submitted a Form 15c2-11, which is currently being reviewed by FINRA. At present, the Company has responded to initial comments on the application made by FINRA. Over the three months ending January 31, 2010, CLS has sustained operating losses in the amount of $27,413. During its current fiscal year, commencing August 1, 2009, the Company has sustained losses of $37,809. A substantial amount of the losses result from costs incurred for legal and accounting fees during the respective periods. 7 As of January 31, 2010, CLS has total current liabilities of $56,556. The majority of these liabilities relate to accrued administrative expenses. 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 its first unit has created a small positive cash flow during the past quarter; however, the Company recognizes that unless additional sales are made, it will once again face negative cash flows in future quarters. At present, the Company is hopeful that current prospective purchasers are able to complete their financing. In the event this occurs, the cash flow from the two new units and the used unit which was recently sold will produce a minimal amount of liquidity to permit the Company to operate. The Company has arranged with fabricators to produce additional units with a one month turn around time. As such, the Company anticipates holding no more than one service unit of inventory at any time and, instead, ordering service units to be produced on an as ordered basis, thereby reducing the Company's need for liquidity. At the present time, the Company does not anticipate a need to raise capital through a new offering. Capital Resources. CLS has made no material commitments for capital expenditures as of the end of its fiscal quarter ending January 31, 2010 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, 2010, CLS has had no new sales. However, the Company did not contemplate any new sales during the past quarter. The concrete leveling industry is concentrated in those areas of the United States and Canada where there are seasonal changes. Since operators of concrete leveling business are not receiving income in the winter months, they usually do not have the cash required to purchase new equipment. However, as expected, additional inquiries are being made of the Company regarding purchase of new service units, in anticipation of the commencement of a new season. 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 constitutes a single individual (who is both 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's CEO/CFO 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/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/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. 8 ITEM 4T - CONTROLS AND PROCEDURES CLS has not made any change in its internal controls over financial reporting during its last fiscal quarter that has materially affected or is reasonably likely to materially affect CLS's internal control 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 On January 29, 2010, the Company issued 187,500 shares of the Company's common stock through a private placement. 125,000 shares were issued to Mrs. Suzanne I. Barth, the Company's President, in exchange for accrued and unpaid management fees. The remaining 62,500 shares were issued to Mr. Edward A. Barth, in satisfaction of $7,500 of accrued rent owed to Mr. Barth. 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 The annual meeting of Shareholders of the Company was held on December 21, 2009. There were two matters submitted to the security holders for a vote. The first matter was the election of Directors. Mrs. Suzanne I. Barth and Mr. Eugene H. Swearengin were elected as the Directors of the Company for a period of one year or until their successors are elected. The other matter brought before the Shareholders was the appointment of an independent auditor for the Company's fiscal year ending July 31, 2010. Shareholders approved a motion, appointing Hobe & Lucas Certified Public Accountants, Inc. to serve in the capacity of independent auditor for the Company. 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 - Rule 13a-14(a)/15d-14(a) - Certification Exhibit 32 - Section 1350 - Certification 9 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: March 16, 2010 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Financial Officer Date: March 16, 2010 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Executive Officer 10
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