Nevada
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26-0851977
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(State or other jurisdiction of incorporation)
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(IRS Employer File Number)
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5046 E. Boulevard, NW, Canton, OH
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44718
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(Address of principal executive offices)
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(zip code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
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Smaller reporting company [X]
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PART I
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Item 1. Description of Business
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4
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Item 1A. Risk Factors
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6
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Item 1B. Unresolved Staff Comments | 6 |
Item 2. Description of Property
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6
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Item 3. Legal Proceedings
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6
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Item 4. Mine Safety Disclosures
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6
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PART II
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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6
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Item 6. Selected Financial Data
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7
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 8. Financial Statements and Supplementary Data
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12
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Item 9. Disagreements with Accountants on Accounting and Financial Disclosures
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22
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Item 9A. Controls and Procedures
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22
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Item 9B. Other Information
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23
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PART III
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Item 10. Directors, Executive Officers and Corporate Governance
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24
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Item 11. Executive Compensation
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26
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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26
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Item 13. Certain Relationships and Related Transactions, and Director Independence
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27
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Item 14. Principal Accountant Fees and Services
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28
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Item 15. Exhibits
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28
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Signatures
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29
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·
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Trends affecting the Company’s financial condition, results of operations or future prospects;
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·
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The Company’s business and growth strategies;
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·
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The Company’s financing plans and forecasts;
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·
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The factors that we expect to contribute to our success and the Company’s ability to be successful in the future;
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·
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The Company’s business model and strategy for realizing positive results as sales increase;
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·
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Competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;
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·
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Expenses;
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·
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The Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects;
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·
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The Company’s ability to pay dividends or to pay any specific rate of dividends, if declared;
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·
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The impact of new accounting pronouncements on its financial statements;
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·
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That the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months;
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·
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The Company’s market risk exposure and efforts to minimize risk;
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·
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Development opportunities and its ability to successfully take advantage of such opportunities;
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·
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Regulations, including anticipated taxes, tax credits or tax refunds expected;
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·
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The outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements;
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·
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The Company’s overall outlook including all statements under
Management’s Discussion and Analysis or Plan of Operation;
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·
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That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results; and
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·
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Expectations, plans, beliefs, hopes or intentions regarding the future.
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Fiscal year ended July 31, 2018
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High
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Low
|
||||||
First Quarter
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$
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4.75
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$
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3.50
|
||||
Second Quarter
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$
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4.50
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$
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1.63
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||||
Third Quarter
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$
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6.00
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$
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1.00
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||||
Fourth Quarter
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$
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5.70
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$
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2.67
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Fiscal year ended July 31, 2017
|
High
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Low
|
||||||
|
||||||||
First Quarter
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$
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2.50
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$
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1.30
|
||||
Second Quarter
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$
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2.40
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$
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1.61
|
||||
Third Quarter
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$
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2.80
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$
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2.00
|
||||
Fourth Quarter
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$
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4.00
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$
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1.52
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·
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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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·
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contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
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·
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contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
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·
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contains a toll-free telephone number for inquiries on disciplinary actions;
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·
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defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
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·
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contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
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·
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the bid and offer quotations for the penny stock;
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·
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the compensation of the broker-dealer and its salesperson in the transaction;
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·
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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·
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monthly account statements showing the market value of each penny stock held in the customer's account.
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·
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Trends affecting the Company’s financial condition, results of operations, or future prospects;
|
·
|
The Company’s business and growth strategies;
|
·
|
The Company’s financing plans and forecasts;
|
·
|
The factors that we expect to contribute to our success and the Company’s ability to be successful in the future;
|
·
|
The Company’s business model and strategy for realizing positive results as sales increase;
|
·
|
Competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;
|
·
|
Expenses;
|
·
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The Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects;
|
·
|
The Company’s ability to pay dividends or to pay any specific rate of dividends, if declared;
|
·
|
The impact of new accounting pronouncements on its financial statements;
|
·
|
That the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months;
|
·
|
The Company’s market risk exposure and efforts to minimize risk;
|
·
|
Development opportunities and its ability to successfully take advantage of such opportunities;
|
·
|
Regulations, including anticipated taxes, tax credits or tax refunds expected;
|
·
|
The outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements;
|
·
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The Company’s overall outlook including all statements under
Management’s Discussion and Analysis or Plan of Operation;
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·
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That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results; and
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·
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Expectations, plans, beliefs, hopes or intentions regarding the future.
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Years Ended July 31,
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||||||||
2018
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2017
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|||||||
Balance Sheet Data:
|
||||||||
Cash
|
$
|
343
|
$
|
0
|
||||
Total assets
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23,954
|
26,766
|
||||||
Total liabilities
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290,215
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291,672
|
||||||
Stockholders' deficit
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266,261
|
264,906
|
||||||
Operating Data:
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||||||||
Revenues
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2,840
|
743
|
||||||
Cost of Sales
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1,821
|
200
|
||||||
Operating expenses
|
37,549
|
41,004
|
||||||
Net Income (loss)
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$
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(36,841
|
) $
|
(39,878
|
)
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/s/ Accell Audit and Compliance, P.A.
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We have served as the Company’s auditor since 2017
.
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Tampa, Florida
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October 26, 2018
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2018
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2017
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash in bank
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$
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343
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$
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-
|
||||
Accounts receivable, net of allowance for doubtful accounts of $0 at July 31, 2018 and 2017
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-
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93
|
||||||
Current portion of notes receivable, net of allowance for loan losses of $4,078 at July 31, 2017
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-
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-
|
||||||
Interest receivable, net of collectability allowance of $1,267 at July 31, 2017
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-
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141
|
||||||
Inventory
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23,611
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23,688
|
||||||
Prepaid expenses and other current assets
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-
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200
|
||||||
Total Current Assets
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23,954
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24,122
|
||||||
Property, Plant and Equipment
|
||||||||
Equipment
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700
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700
|
||||||
Less: Accumulated depreciation
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(700
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)
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(700
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)
|
||||
Total Property, Plant and Equipment
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-
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-
|
||||||
Other Assets
|
||||||||
Notes receivable, net of current portion and allowance for loan losses of $19,724 at July 31, 2017
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-
|
2,644
|
||||||
Total Assets
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$
|
23,954
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$
|
26,766
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
Current Liabilities
|
||||||||
Cash overdraft
|
$
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-
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$
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20
|
||||
Accounts payable
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16,836
|
44,420
|
||||||
Accounts payable - stockholders
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-
|
35,486
|
||||||
Advances - stockholders
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187,032
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117,000
|
||||||
Notes payable - stockholders
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62,750
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62,750
|
||||||
Accrued interest - stockholders
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15,139
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15,139
|
||||||
Other accrued expenses
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8,458
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16,857
|
||||||
Total Current Liabilities
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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
|
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
|
)
|
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
|
$
|
-
|
$
|
-
|
a.
|
Revenue recognized from contracts with customers.
|
b.
|
Any impairment losses recognized on any receivables or contract assets arising from the firm’s contracts with customers.
|
c.
|
The opening and closing balances of receivables, contract assets, and contract liabilities from contracts with customers.
|
d.
|
Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period.
|
e.
|
Revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods.
|
f.
|
Significant changes in the contract asset or liability balances during the reporting period.
|
g.
|
Performance obligation in contracts with customers
|
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
|
(i) |
inadequate segregation of duties consistent with control objectives;
|
(ii) |
lack of a code of ethics;
|
(iii) |
lack of a whistleblower policy;
|
(iv) |
lack of an independent board of directors or board committees related to financial reporting; and
|
(iv) |
lack of multiple levels of supervision and review.
|
(i) |
appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; and
|
(ii) |
adopt a written whistleblower policy and code of ethics; and
|
(iii) |
appoint an independent board of directors, including board committees related to financial controls and reporting.
|
Name
|
|
Age
|
|
Positions and Offices Held
|
|
|
|
|
|
Suzanne I. Barth
|
|
57
|
|
Director, Chief Executive Officer, Chief Financial Officer
|
|
|
|
|
|
Edward A. Barth
|
|
60
|
|
Director and President
|
|
|
|
|
|
Eugene H. Swearengin
|
|
64
|
|
Director and Secretary
|
Ronald J. Tassinari *
|
74
|
Director
|
||
Wayne Allyn Root **
|
57
|
* |
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
|
Name and
Principal
Position
|
Year
|
Salary ($)
|
Bonus
|
Other
Annual
Compen-
sation ($)
|
Restricted
Stock
Award(s)
($)
|
Securities
Underlying
Options/
SARs ($)
|
LTIP
Payouts
($)
|
All Other
Compen-
sation ($)
|
||||||||||||||||||||||
Suzanne I. Barth, CEO
|
2017
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||||||||
|
2018
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||||||||
Edward A. Barth, President
|
2017
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||||||||
|
2018
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||||||||
Eugene H. Swearengin, Secretary
|
2017
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||||||||
|
2018
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Amount and
Nature of
|
|||||||
Name and Address of Beneficial Owner
|
Beneficial
Ownership (1)(2)
|
Percent of
Class
|
||||||
|
||||||||
Executive Officers and Directors:
|
||||||||
|
||||||||
Suzanne I. Barth, (5)
Chief Executive Officer,
Chief Financial Officer, Director
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2,951,667
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21.0
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%
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||||
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||||||||
Edward A. Barth,
President and Director
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879,167
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6.3
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%
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|||||
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||||||||
Eugene H. Swearengin
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185,000
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1.3.
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%
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|||||
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All Officers and Directors as a Group (three persons)
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4,015,834
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28.6
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%
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Five Percent Stockholders:*
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Ronald Tassinari (3)
P.O. Box 81890
Las Vegas, NV 89180
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2,201,145
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15.7
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%
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|||||
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Jericho Partners, LLC (4)
33 Main St.
Newtown, CN 06470
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2,150,779
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15.3 |
%
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* |
Assumes there is a Closing of the Equity Purchase Agreement between the Company and Jericho Associates, Inc.
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(1) |
All ownership is beneficial and of record, unless indicated otherwise.
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(2) |
The Beneficial owner has sole voting and investment power with respect to the shares shown.
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(3) |
Consists of 2,189,351 owned by Ronald Tassinari and 11,794 owned by RT Two, LLC , a limited liability company that is controlled by Ronald Tassinari.
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(4) |
Jericho Partners, LLC is a single member limited liability company controlled by Robert Tassinari
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(5) |
Upon the Closing of the Equity Purchase Agreement, Suzanne Barth will contribute to the Company for cancellation, 2,401,667 shares, and will retain 550,000 of her shares. The 550,000 shares will represent 5.2% of the shares outstanding upon such closing.
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Exhibit
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Number
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Description
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31.1
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Certification of Chief Executive Officer pursuant to Section 302
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31.2
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Certification of Chief Financial Officer pursuant to Section 302
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32.1
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Certification of Chief Executive Officer pursuant to Section 906
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32.2
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Certification of Chief Financial Officer pursuant to Section 906
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Schema
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101.CAL*
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XBRL Taxonomy Calculation Linkbase
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101.DEF*
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XBRL Taxonomy Definition Linkbase
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101.LAB*
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XBRL Taxonomy Label Linkbase
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101.PRE*
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Linkbase XBRL Taxonomy Presentation Linkbase
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*
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Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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Concrete Leveling Systems, Inc.
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By: /s/ Suzanne I. Barth
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Suzanne I. Barth, CEO
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By: /s/ Edward A. Barth
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Edward A. Barth, President
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Concrete Leveling Systems, Inc.
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By: /s/ Suzanne I. Barth
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Suzanne I. Barth,
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its Principal Executive Officer,
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its Principal Financial Officer, and
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its Principal Accounting Officer and Director
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By: /s/ Edward A. Barth
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Edward A. Barth, its President
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By: /s/ Eugene H. Swearengin
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Eugene H. Swearengin, Director
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c) |
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
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Date: October 29, 2018
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/s/ Suzanne I. Barth
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Suzanne I. Barth
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Chief Executive Officer
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c) |
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
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Date: October 29, 2018
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/s/ Suzanne I. Barth
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Suzanne I. Barth
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Chief Financial Officer
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.
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Concrete Levling Systems, Inc.
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Date: October 29, 2018
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By:
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/s/ Suzanne I. Barth
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Suzanne I. Barth
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Chief Executive Officer
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.
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Concrete Leveling Systems, Inc.
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Date: October 29, 2018
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By:
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/s/ Suzanne I. Barth
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Suzanne I. Barth
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Chief Financial Officer
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