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EX-31 - SECTION 302 CERTIFICATION - Concrete Leveling Systems Incex31.txt
EX-32 - SECTION 906 CERTIFICATION - Concrete Leveling Systems Incex32.txt

                                 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 October 31, 2009

[ ] 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 [X] NO [ ]

                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: 4,842,918

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 October 31, 2009 and July 31, 2009 October 31 July 31 (Unaudited) (Audited) --------- --------- ASSETS CURRENT ASSETS Cash in bank $ 788 $ 530 Note receivable 6,374 -- Prepaid expense 38 75 Inventory 13,724 29,612 --------- --------- Total Current Assets 20,924 30,217 --------- --------- PROPERTY, PLANT AND EQUIPMENT Equipment 1,900 1,900 Less: Accumulated depreciation (907) (749) --------- --------- Total Property, Plant and Equipment 993 1,151 --------- --------- OTHER ASSETS Note receivable 13,692 -- Deposits 10 10 --------- --------- 13,702 10 --------- --------- TOTAL ASSETS $ 35,619 $ 31,378 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 38,602 $ 29,332 Notes payable 4,500 -- Other accrued expenses 9,729 8,864 --------- --------- Total Current Liabilites 52,831 38,196 --------- --------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock (par value $0.001) 100,000,000 shares authorized: 4,842,918 shares issued and outstanding at October 31, 2009 and July 31, 2009 4,843 4,843 Additional paid-in capital 124,907 124,907 (Deficit) accumulated during development stage (146,962) (136,568) --------- --------- Total Stockholders' Equity (Deficit) (17,212) (6,818) --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 35,619 $ 31,378 ========= ========= See notes to financial statements. 2
Concrete Leveling Systems Inc. Statements of Operations For the Three Months Ended October 31, 2009 and 2008 (Unaudited) 2009 2008 ---------- ---------- Equipment sales $ 45,000 $ -- Equipment rental -- 1,062 ---------- ---------- 45,000 1,062 ---------- ---------- Cost of Sales 26,543 300 ---------- ---------- Gross Margin 18,457 762 ---------- ---------- EXPENSES Selling, general & administration 28,509 19,979 Depreciation & amortization 158 158 ---------- ---------- Total Expenses 28,667 20,137 ---------- ---------- (Loss) from Operations (10,210) (19,375) OTHER (EXPENSE) Interest income 66 -- Interest expense (250) (201) ---------- ---------- Total Other (Expense) (184) (201) ---------- ---------- Net (Loss) Before Income Taxes (10,394) (19,576) Provision for Income Taxes -- -- ---------- ---------- Net (Loss) $ (10,394) $ (19,576) ========== ========== Net (Loss) per Share - Basic and Fully Diluted $ (0.00) $ (0.00) ========== ========== Weighted average number of common shares outstanding - basic and fully diluted 4,842,918 4,375,000 ========== ========== See notes to financial statements. 3
Concrete Leveling Systems, Inc. Statements of Cash Flows For the Three Months Ended October 31, 2009 and 2008 (Unaudited) 2009 2008 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $(10,394) $(19,576) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 158 158 (Increase) Decrease in accounts receivable (20,066) 69 Decrease (Increase) in inventory 15,888 (155) (Increase) Decrease in prepaid expenses 38 2,337 (Increase) Decrease in deposits -- -- Increase (Decrease) in accounts payable 9,270 11,475 Increase (Decrease) in notes payable 4,500 -- Increase (Decrease) in other accrued expenses 864 -- -------- -------- Net cash from (used by) operating activities 258 (5,692) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equipment -- (1,200) -------- -------- Net cash (used by) investing activities -- (1,200) -------- -------- Net Increase (decrease) in cash 258 (6,892) Cash and equivalents - beginning 530 8,204 -------- -------- Cash and equivalents - ending $ 788 $ 1,312 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Interest $ 250 $ 201 ======== ======== Income Taxes $ -- $ -- ======== ======== Non-Cash Financing Activities. During October 2009, the Company converted $20,000 of accounts receivable into a note receivable from the customer. See notes to financial statements. 4
Concrete Leveling Systems, Inc. Notes to Financial Statements October 31, 2009 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, 2008. 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 $10,394 for the three months ended October 31, 2009, and has incurred substantial net losses since its inception. At October 31, 2009, current liabilities exceed current assets by $31,907. 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. 5
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Concrete Leveling Systems, Inc. (CLS) has changed its designation from a developmental stage company to an operating company for the three months ending October 31, 2009 and has received revenues of $45,000 during that period from the sales of its concrete leveling service units. Prior to this quarter, CLS has received negligible revenues from sales since its inception. As of October 31, 2009, CLS has cash assets of $788 and outstanding notes receivable of $20,066. The inventory of the Company is $13,724. Effective January 29, 2008, CLS registered 725,000 shares of its $.001 common stock, along with shares previously sold in a private offering. The Company sold 125,334 shares through this offering. The offering is now closed. Since receiving funds through its original private offering and subsequent public offering, CLS has obtained parts for the used concrete leveling service unit it currently owns, plus parts necessary to build two additional concrete leveling service units. At present, CLS has a pending contract for the used concrete leveling service unit and it is currently in the field with a purchaser. It is currently not known whether the prospective purchaser has sufficient capital to purchase the unit and the unit may be returned to the Company in the near future. However, during the three months ending October 31, 2009, the Company completed the sale of its first new service unit. The service unit has been delivered and is currently in operation. The Company also has utilized capital contributed to the Company for purposes of fabricating a second service unit, but will not complete the fabrication until such time as it is received to confirm sale for the service unit. The Company anticipates the commencement of its spring advertising campaign in late January. As the result of past marketing efforts, CLS has identified certain targeted areas within the United States in which to concentrate its marketing. All marketing will be conducted by Stark Concrete Leveling, Inc., the exclusive distributor for the CLS service unit. This arrangement, which became effective July 31, 2009 established Stark Concrete Leveling, Inc. as the exclusive distributor for the CLS service unit. Stark Concrete Leveling, Inc. ("Stark") is owned and operated by Mr. Edward A. Barth, husband of Mrs. 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 units sold. Stark will be responsible for all costs of marketing, advertising and the training of buyer's agents, and the use of the units. The shares of CLS are not currently publicly traded. Management of the Company contemplates seeking to have the Company's shares traded on the over the counter bulletin board. Over the three months ending October 31, 2009, CLS has sustained operating losses in the amount of $10,394. The majority of the losses are the result of costs incurred for legal and accounting fees during the last quarter. As of October 31, 2009, CLS has total liabilities of $52,831. After the end of this reporting period, the Board of Directors passed a resolution to increase the number on the Board of Directors to two and has elected Mr. Eugene H. Swearingen to serve as Director of the Company, until the Company's next annual meeting. In addition, Mrs. Suzanne I. Barth has resigned as Secretary of the Company and Mr. Eugene H. Swearingen has been elected to replace her as the Company's Secretary. There are no off balance sheet arrangements involving CLS at this time. Liquidity Issues. CLS has identified a known demand for additional liquidity. As a start up company, additional liquidity is necessary for it to purchase the components necessary to assemble its concrete leveling service unit packages. During the next quarter, CLS will be increasing its efforts to sell its used unit and to sell the new service unit which it has partially completed. It will utilize the proceeds from this sale to complete additional units and increase its marketing efforts. At the present time, the company does not anticipate a need to raise capital through a new offering. 6
Capital Resources. CLS has made no material commitments for capital expenditures as of the end of its fiscal quarter ending October 31, 2009 and does not anticipate any immediate need for material capital expenditures over the next quarter. Result of Operations. During the three months ending October 31, 2009, CLS has sold its first new concrete leveling service unit. The unit was delivered and paid for during this quarter. In addition, CLS believed it had a firm sale for its used concrete leveling service unit package, however, at present, it is uncertain whether the buyer can produce the financing required to purchase the unit. This unit may be returned to CLS and CLS will attempt to resell the unit as quickly as possible. 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. 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 There were no unregistered sales of equity securities during this reporting period. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There are no defaults upon any senior securities. 7
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There are no submissions of matters to a vote of security holders. However, Shareholders have been advised of the scheduled annual meeting of Shareholders which shall occur on December 21, 2009. 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 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: April 2, 2010 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Financial Officer Date: April 2, 2010 By: /s/ Suzanne I. Barth --------------------------------------------- Suzanne I. Barth, Principal Executive Officer