Concrete Leveling Systems Inc.
Statements of Income
For the Years Ended July 31, 2012 and 2011
2012 2011
---------- ----------
Equipment and parts sales $ 767 $ 49,899
---------- ----------
Cost of Sales 138 23,266
---------- ----------
Gross Margin 629 26,633
---------- ----------
EXPENSES
Selling, general and administration 115,714 126,288
Depreciation -- 518
---------- ----------
TOTAL EXPENSES 115,714 126,806
---------- ----------
(Loss) from Operations (115,085) (100,173)
OTHER INCOME (EXPENSE)
Interest income 2,842 5,359
Interest expense (6,491) (4,992)
---------- ----------
TOTAL OTHER INCOME (EXPENSE) (3,649) 367
---------- ----------
Net (Loss) Before Income Taxes (118,734) (99,806)
Provision for Income Taxes -- --
---------- ----------
NET (LOSS) $ (118,734) $ (99,806)
========== ==========
Net (Loss) per Share - Basic and Fully Diluted $ (0.02) $ (0.02)
========== ==========
Weighted average number of common
shares outstanding - basic and fully diluted 5,611,975 5,226,538
========== ==========
See notes to financial statements.
9
Concrete Leveling Systems Inc.
Statements of Stockholders' Equity
For the Years Ended July 31, 2012 and 2011
Additional Total
Issued Par Paid-in Accumulated Stockholders'
Shares Value Capital (Deficit) Equity
------ ----- ------- --------- ------
Balance, July 31, 2010 5,136,668 $ 5,137 $ 168,363 $(195,722) $ (22,222)
--------- -------- --------- --------- ---------
Issuance of Common Stock
January, 2011 178,750 178 35,572 -- 35,750
Issuance of Common Stock
July, 2011 270,000 270 40,230 -- 40,500
Net (Loss) -- -- -- (99,806) (99,806)
--------- -------- --------- --------- ---------
Balance, July 31, 2011 5,585,418 5,585 244,165 (295,528) (45,778)
--------- -------- --------- --------- ---------
Issuance of Common Stock
July, 2012 810,000 810 80,190 -- 81,000
Net (Loss) -- -- -- (118,734) (118,734)
--------- -------- --------- --------- ---------
Balance July 31, 2012 6,395,418 $ 6,395 $ 324,355 $(414,262) $ (83,512)
========= ======== ========= ========= =========
See notes to financial statements.
10
Concrete Leveling Systems, Inc.
Statements of Cash Flows
For the Years Ended July 31, 2012 and 2011
2012 2011
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (118,734) $ (99,806)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation -- 518
(Increase) Decrease in accounts receivable (435) (365)
Decrease (Increase) in inventory (14,709) 351
Increase (Decrease) in accounts payable 72,072 72,943
Increase in deferred revenue 25,000 --
Increase (Decrease) in other accrued expenses 4,635 4,020
---------- ----------
NET CASH FROM (USED BY) OPERATING ACTIVITIES (32,171) (22,339)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on notes receivable 7,919 8,073
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from (payments to) stockholders 14,200 31,550
---------- ----------
Net Increase (decrease) in cash (10,052) 17,284
Cash and equivalents - beginning 19,710 2,426
---------- ----------
CASH AND EQUIVALENTS - ENDING $ 9,658 $ 19,710
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest $ 913 $ 734
========== ==========
Income Taxes $ -- $ --
========== ==========
On January 31, 2011, two stockholders of the Company exchanged accrued rents and
management fees totaling $35,750 for 178,750 shares of the Company's common
stock.
On July 13, 2011, three stockholders of the Company exchanged accrued rents and
management fees totaling $40,500 for 270,000 shares of the Company's common
stock.
On July 16, 2012, the Company financed the purchase of one of its units by a
customer. The sale was not completed in the current year.
On July 19, 2012, three stockholders of the Company exchanged accrued rents and
management fees totaling $81,000 for 810,000 shares of the Company's common
stock.
See notes to financial statements.
11
CONCRETE LEVELING SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012 AND 2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Concrete Leveling Systems,
Inc. (hereinafter the "Company"), is presented to assist in understanding the
financial statements. The financial statements and notes are representations of
the Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements.
NATURE OF OPERATIONS
The Company manufactures for sale specialized equipment for use in the concrete
leveling industry. The Company's product is sold primarily to end users. The
Company recognizes its revenue when the product is shipped or picked up by the
customer.
REVENUE RECOGNITION
The Company recognizes revenue when product is shipped or when picked up by the
customer.
ACCOUNTS RECEIVABLE
The Company grants credit to its customers in the ordinary course of business.
The Company provides for an allowance for uncollectible receivables based on
prior experience. The allowance was $-0- at July 31, 2012 and 2011.
NOTES RECEIVABLE
The Company has three notes receivable totaling $49,069 and $56,988 at July 31,
2012 and 2011, respectively. The notes each carry an interest rate of 6.00% and
are due at varying dates between October 2012 and March 2016. The notes are
secured by equipment.
As of July 16, 2012, the Company has an additional note receivable in the amount
of $25,000. This note carries an interest rate of 8.00%. Monthly payments are
due beginning October 1, 2012, continuing until September 1, 2017. The note is
secured by equipment.
ADVERTISING AND MARKETING
Advertising and marketing costs are charged to operations when incurred.
Advertising costs were $1,650 and $670 for the years ended July 31, 2012, and
2011, respectively.
INVENTORIES
Inventories, which consist of parts and work in progress, are recorded at the
lower of cost or fair market value.
12
CONCRETE LEVELING SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012 AND 2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
GOING CONCERN
The Company was formed on August 28, 2007 and was in the development stage
through July 31, 2009. The year ended July 31, 2010 was the first year during
which it was considered an operating company. The Company has sustained
substantial operating losses since its inception. In addition, the Company has
used substantial amounts of working capital in its operations. Further, at July
31, 2012, current liabilities exceed current assets by $131,753, and total
liabilities exceed total assets by $83,512. The Company is of the opinion that
funds being received from installment sales of its service units will provide a
certain level of cash flow. However, in order to fabricate an improved 2012
model service unit, the Company has found it necessary to borrow funds to
purchase the components. Success will be dependent upon management's ability to
obtain future financing and liquidity, and success of its future operations.
These factors raise substantial doubt about the company's ability to continue as
a going concern. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
NOTE 2 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, accounts receivable and liabilities approximates
the fair value reported on the balance sheet.
NOTE 3 - NEW ACCOUNTING PROCEDURES
There are no new accounting procedures that impact the Company.
NOTE 4 - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are recorded at cost. Depreciation is provided
for by using the straight-line and accelerated methods over the estimated useful
lives of the respective assets.
Maintenance and repairs are charged to expense as incurred. Major additions and
betterments are capitalized. When items of property and equipment are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in the determination of net
income.
13
CONCRETE LEVELING SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012 AND 2011
NOTE 5 - OPERATING SEGMENT
The Company operates in one reportable segment, concrete leveling systems sales.
NOTE 6 - INCOME TAXES
Income taxes on continuing operations at July 31 include the following:
2012 2011
-------- --------
Currently payable $ 0 $ 0
Deferred 0 0
-------- --------
Total $ 0 $ 0
======== ========
A reconciliation of the effective tax rate with the statutory U.S. income tax
rate at July 31 is as follows:
2012 2011
------------------- ------------------
% 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 (38,500) (34)% (34,000) (34)%
-------- ----- -------- -----
Income taxes at statutory rate $(38,500) (34)% $(34,000) (34)%
======== ===== ======== =====
The components of and changes in the net deferred taxes were as follows:
2012 2011
-------- --------
Deferred tax assets:
Net operating loss carryforwards $124,600 $ 86,100
Compensation and Miscellaneous 15,600 13,700
-------- --------
Deferred tax assets 140,200 99,800
-------- --------
Deferred tax liabilities:
Depreciation 100 200
-------- --------
Total 140,100 99,600
-------- --------
Valuation Allowance (140,100) (99,600)
-------- --------
Net deferred tax assets: $ 0 $ 0
======== ========
14
CONCRETE LEVELING SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012 AND 2011
NOTE 6 - INCOME TAXES (CONTINUED)
Deferred taxes are provided for temporary differences in deducting expenses for
financial statement and tax purposes. The principal source for deferred tax
assets are net operating loss carryforwards and accrued compensation. No
deferred taxes are reflected in the balance sheet at July 31, 2012 or 2011 due
to a valuation allowance, which increased by $40,500 and $32,300 in 2012 and
2011, respectively.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Code are met. These losses are as
follows:
Expiration
Year of Loss Amount Date
------------ ------ ----
Period Ended July 31, 2008 $ 62,781 2/28/2029
Period Ended July 31, 2009 $ 68,766 2/28/2030
Period Ended July 31, 2010 $ 25,311 2/28/2031
Period Ended July 31, 2011 $ 96,481 2/28/2032
Period Ended July 31, 2012 $113,230 2/28/2033
Tax periods ended July 31, 2009, 2010, 2011, and 2012 are subject to examination
by major taxing authorities.
There are no interest or tax penalty expenses reflected in the Balance Sheets or
Statements of Operations.
NOTE 7 - RELATED PARTIES
The Company leases warehouse and office space from one of its stockholders. Rent
paid to this stockholder totaled $15,000 for the years ended July 31, 2012 and
2011. Rent payable to this stockholder was $-0- at both July 31, 2012 and 2011.
Accounts payable totaling $15,000 were converted to common stock during each of
the years ended July 31, 2012 and 2011.
The Company paid management fees to three of its stockholders. Management fees
paid to these stockholders totaled $66,000 and $59,000 for the years ended July
31, 2012 and 2011, respectively. Management fees payable to these stockholders
were $-0- at July 31, 2012 and 2011, respectively. Accounts payable totaling
$66,000 and 59,000 were converted to common stock during the years ended July
31, 2012 and 2011, respectivley
On July 31, 2009 the Company entered into a distribution agreement with another
company owned by one of the Company's stockholders. The agreement gives the
related party exclusive distribution rights for the Company's products.
Commission expense totaled $-0- and $13,500 for the years ended July 31, 2012
and 2011, respectively. The amounts payable to the related party were $36,074 at
July 31, 2012 and 2011.
Four stockholders of the Company loaned a total of $62,750 to the Company at
various times during the years ended July 31, 2012 and 2011. The loans carry
interest rates from 8% to 12% and are due on demand.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through October 15, 2012, the
date the financial statements were available to be issued. There are no events
to report.
15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 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.
MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rules
13a-15(f) and 15d - 15(f). Under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer,
the Company conducted an evaluation of the effectiveness of its internal
controls over financial reporting based on the frame work in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commissions ("COSO"). Based on this evaluation, management has
concluded that our internal control over financial reporting was effective as of
July 31, 2012.
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 year.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm.
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive Officers and Directors and their respective ages as of July
31, 2012 are as follows:
DIRECTORS
Name of Director: Age:
----------------- ----
Suzanne I. Barth 51
Edward A. Barth 54
Eugene H. Swearengin 58
EXECUTIVE OFFICERS
Executive Officer: Age: Office:
------------------ ---- -------
Suzanne I. Barth 51 Chief Executive Officer and Chief
Financial Officer
Edward A. Barth 54 President
Eugene H. Swearengin 58 Secretary
Suzanne I. Barth, age 51, is the Founder, CEO, CFO and Director of CLS.
Mrs. Barth received an AAS degree in Business Management from Stark Technical
College in 1983. Over the past 23 years, Mrs. Barth has been involved as an
office manager for various businesses in the construction industry.
Edward A. Barth, age 54 is the President. Mr. Barth received a Bachelor of
Science degree in civil engineering technology from Youngstown State University
in 1984. He has been employed by the City of North Canton, Ohio, Michael Baker
Engineering Corporation and in 1990 returned to the family construction business
where he served as President of Barth Construction Co., Inc. In August 2001 Mr.
Barth changed the name of the corporation to Stark Concrete Leveling, Inc. and
presides as President of the leveling and concrete rehabilitation business. Mr.
Barth continues to be employed by Stark Concrete Leveling, Inc. He resides in
Canton, Ohio.
Eugene H. Swearengin, age 58, is Secretary and Director of the Corporation.
Mr. Swearengin started his career as an apprentice carpenter. He successfully
obtained his journeyman's card in 1977. In 1978 he purchased a 50% interest in
Callahan Door Sales, Inc. Mr. Swearengin has managed a successful career in the
garage and entrance door business for the past 34 years. He resides in North
Canton, Ohio.
TERM OF OFFICE:
The Directors of CLS are appointed for a period of one year or until such
time as their replacements have been elected by the Shareholders. The Officers
of the Corporation are appointed by the Board of Directors and hold office until
they are removed by the Board.
17
SIGNIFICANT EMPLOYEES:
As of the end of the Company's fiscal year, CLS had three significant
employees. Mrs. Suzanne I. Barth, the Company's CEO receives a management fee of
$2,500 per month. This management fee became effective on January 1, 2009. Prior
to that time, Mrs. Barth received a management fee of $1,000 per month. She will
continue to work, at this amount, until such time as the Corporation commences
to receive revenue from sales of its product. At such time as the Corporation
commences to receive revenues, Mrs. Barth's management fee will be re-evaluated
by the Board of Directors. Mr. Edward A. Barth, the Company's President is
involved in the ordering of components for the service units and the supervision
of the fabrication of the service units. Mr. Barth receives a monthly management
fee of $2,000 per month. All fabrication work to be performed and marketing
services will be performed on an independent contracting basis with outside
companies. Mr. Eugene H. Swearengin is the Company's Secretary, who receives a
monthly management fee of $1,000 per month. The Corporation does not contemplate
hiring any employees until such time as revenues from the business can justify
hiring an employee on a full time basis.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid
to the executive officers of CLS by any person for all services rendered in any
capacity to CLS for the present fiscal year.
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary($) Bonus sation($) Award(s)($) SARs($) Payouts($) sation($)
-------- ---- --------- ----- --------- ----------- ------- ---------- ---------
Suzanne I. Barth, 2011 $30,000.00 0.00 0.00 0.00 0.00 0.00 0.00
President, CEO 2012 $30,000.00 0.00 0.00 0.00 0.00 0.00 0.00
Edward A. Barth, 2011* $20,000.00 0.00 0.00 0.00 0.00 0.00 0.00
President 2012 $24,000.00 0.00 0.00 0.00 0.00 0.00 0.00
Eugene H. 2011* $ 6,000.00 0.00 0.00 0.00 0.00 0.00 0.00
Swearengin, 2012 $12,000.00 0.00 0.00 0.00 0.00 0.00 0.00
Secretary
----------
* Commenced receiving income during 2011
18
The Company has been unable to pay Mrs. Barth for her services and her
management fee has been accrued. In July 2012, pursuant to an action of the
Board, Mrs. Barth agreed to capitalize the accrued management fee owed to her
through July 31, 2012. Mrs. Barth received 300,000 shares of the Company's
$0.001 par value common stock, valued at $0.10 per share, in exchange for the
$30,000 of accrued and unpaid management fee. In January 2011, pursuant to an
action of the Board, Mrs. Barth agreed to capitalize the accrued management fee
owed to her through January 31, 2011. Mrs. Barth received 97,500 shares of the
Company's $0.001 par value common stock, valued at $0.20 per share, in exchange
for the $19,500 of accrued and unpaid management fee. On July 13, 2011, pursuant
to actions of the Board, Mrs. Barth capitalized an additional $15,000 in accrued
and unpaid management fees and received an additional 100,000 shares of its
$0.001 par value common stock, valued at $0.15 per share. All of the shares
issued are considered restricted shares and the value of the shares issued in
2012 were determined based upon the bid price for the Company's shares on July
13, 2012.
The Company was unable to pay Mr. Edward A. Barth for his services and his
management fee has been accrued. In July 2012, pursuant to an action of the
Board, Mr. Barth agreed to capitalize the accrued management fee owed to him
through July 31, 2012. Mr. Barth received 390,000 shares of the Company's $0.001
par value common stock, valued at $0.10 per share, in exchange for accrued rent
of $15,000 and accrued management fee owed through July 31, 2012. The Company
has been unable to pay Mr. Barth for rental expenses owed or for the management
fee owed to him. On January 31, 2011, pursuant to the actions of the Board of
Directors, Mr. Barth agreed to capitalize the accrued management fee owed to him
through January 31, 2011. In addition, Mr. Barth agreed to capitalize accrued
rental expenses owed to him for the lease of the Company's offices. The total
amount capitalized was $16,250, consisting of $8,000 of accrued management fee
and $8,250 of accrued rental expense. Mr. Barth received 81,250 shares of the
Company's $0.001 par value common stock, valued at $0.20 per share. On July 13,
2011, Mr. Barth received an additional 130,000 shares of the Company's $0.001
par value common stock, valued at $0.15 per share, in exchange for $8,000 of
accrued management fees and $11,500 of accrued rental expense, through July 31,
2011. All of the shares issued are considered restricted shares and the value of
the shares issued in 2012 were determined based upon the bid price for the
Company's shares as of July 13, 2012.
The Company was unable to pay its Secretary, Mr. Eugene H. Swearengin his
management fee of $12,000 for the current fiscal year. In July 2012, pursuant to
an action of the Board, Mr. Swearengin agreed to capitalize the accrued
management fee owed to him through July 31, 2012. Mr. Swearengin received
120,000 shares of the Company's $0.001 par value common stock, valued at $0.10
per share, in exchange for accrued management fee owed through July 31, 2012.
Mr. Swearengin commenced receiving a fee of $1,000 per month, effective January
1, 2011. During the fiscal year, he accrued $6,000 in fees. On July 13, 2011,
pursuant to actions of the Board of Directors, Mr. Swearengin was offered the
ability to capitalize his accrued fees, which he elected to do. Mr. Swearengin
received 40,000 shares of the Company's $0.001 par value common stock, valued at
$0.15 per share in exchange for the $6,000 in accrued and unpaid fees. All of
the shares issued are considered restricted shares. The value of the shares
issued in 2012 were based upon the bid price for the Company's shares as of July
13, 2012.
The Company currently has three Directors, Mrs. Suzanne I. Barth, Mr.
Edward A. Barth and Mr. Eugene H. Swearengin, who are serving as Directors
without compensation.
19
The Corporation does not have written employment agreements or consulting
agreements with any of the Company's officers. All of the Company's officers
work on a part-time basis for the Company and receive a management fee. Mrs.
Suzanne I. Barth, receives a fee of $2,500 per month to serve as CEO and COO of
the Company. Mr. Edward A. Barth receives a fee of $2,000 per month to serve as
President of the Company and Mr. Eugene H. Swearengin receives a fee of $1,000
per month to serve as Secretary of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known
to own directly or beneficially more than a 5% of the outstanding common stock
as of July 31, 2012 and by the officers and directors, individually and as a
group. Except as otherwise indicated, all shares are owned directly.
Amount of
Name and address beneficial Percent of
Class of Stock of beneficial owner ownership class
-------------- ------------------- --------- -----
Common stock Suzanne I. Barth 2,951,667 59.14%
Director, President and + 830,417 (owned
Chief Executive Officer directly by her spouse,
5046 East Boulevard NW Edward A. Barth)
Canton, OH 44718 Total Shares 3,782,084
Common stock Edward A. Barth 830,417 59.14%
Incoming President +2,951,667 (owned
5046 East Boulevard NW directly by his spouse,
Canton, OH 44718 Suzanne I. Barth)
Total shares 3,782,084
Common stock Eugene H. Swearengin 185,000 2.89%
Director and Secretary
7855 Freedom Ave., NW
North Canton, OH 44720
Common stock: All Officers and Directors as a group that consist of three
individuals as of July 31, 2012 directly owned 3,967,084 shares directly and
beneficially, equaling 62.03% of the outstanding shares of common stock.
The percent of class is based on 6,395,418 shares of common stock issued
and outstanding as of July 31, 2012.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There are no related party transactions required to be disclosed that took
place during the past fiscal year.
At the present time there are no independent directors of the Company. The
Shareholders of the Company recognizes the need to have independent directors to
review various matters. As the Company expands to the point that it is receiving
purchase orders on a consistent basis, it intends to expand the Board of
Directors to include independent Directors. Further, the Company has no audit or
compensation committee. All matters are currently reviewed by the Directors of
the Company, Mrs. Suzanne I. Barth and Mr. Eugene H. Swearengin, who are not
independent.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a list of the principal accountant fees and services for
the past year.
2012 2011
---- ----
A. Audit Fees - $17,300 $18,020
B. Audit-Related Fees - $ 0 $ 0
C. Tax Fees - $ 700 $ 720
D. Other Fees - $ 0 $ 0
All of the above auditor's fees were approved by the Directors of the
Company. The Company has no audit committee and the Directors of the Board,
evaluate and approve all accountant fees.
21
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. FINANCIAL STATEMENTS. 2011 audited financial statements
B. EXHIBITS.
Exhibit 3.1 Articles of Incorporation*
Exhibit 3.2 Bylaws*
Exhibit 31.1 Rule 13a - 14(a)/15d - 14(a) Certification
Exhibit 32 Section 1350 Certification
Exhibit 101 Interactive data files pursuant to Rule 405 of
Regulation S-T
----------
* This Exhibit incorporated by reference to Form SB-2 filed January 16, 2008.
22
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Concrete Leveling Systems, Inc.
By: /s/ Suzanne I. Barth
------------------------------------
Suzanne I. Barth, CEO
By: /s/ Edward A. Barth
------------------------------------
Edward A. Barth, President
Date: October 29, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacity and on the date indicated.
Concrete Leveling Systems, Inc.
By: /s/ Suzanne I. Barth
------------------------------------
Suzanne I. Barth, its principal
Executive Officer, its principal
Financial Officer, and its principal
Accounting Officer and Director
By: /s/ Edward A. Barth
------------------------------------
Edward A. Barth, its President
By: /s/ Eugene H. Swearengin
------------------------------------
Eugene H. Swearengin, Director
Date: October 29, 2012
23