Attached files
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