10-K: Concrete Leveling Systems Reports Fiscal Year 2024 Results, Faces Going Concern Uncertainty

Sentiment:

Annual Results


Concrete Leveling Systems, Inc. reports a net loss for fiscal year 2024 and expresses substantial doubt about its ability to continue as a going concern.

Delay expectedThe acquisition of Jericho Associates, Inc. has been delayed multiple times, with the performance requirement extended several times.
Capital raiseThe company anticipates significant increases in cash flows provided by financing activities during the next 12 months.The company intends to raise capital through either debt or equity securities to fund its business.
Worse than expectedThe company's net loss increased year-over-year, indicating worsening financial performance.The company's revenue decreased year-over-year, indicating a decline in sales.The company's auditors have raised substantial doubt about its ability to continue as a going concern, indicating a significant financial risk.

Summary

  • Concrete Leveling Systems, Inc. reported a net loss of $65,985 for the fiscal year ended July 31, 2024, compared to a net loss of $53,730 in the previous year.
  • The company's revenue decreased to $778 from $870 due to reduced sales in concrete leveling parts.
  • Operating expenses increased to $49,349 from $44,043, primarily due to higher legal and professional fees.
  • The company's auditors have raised substantial doubt about its ability to continue as a going concern due to sustained operating losses and a significant stockholders' deficit of $560,259.
  • As of July 31, 2024, the company had cash and cash equivalents of $887.
  • The company is pursuing a potential acquisition of Jericho Associates, Inc., which could diversify its operations into the gaming and hospitality industry.
  • The company had no backlog and no full-time or part-time employees as of July 31, 2024.
  • The company's total assets were $18,666 and total liabilities were $578,925 as of July 31, 2024.

Sentiment

Score: 2

Explanation: The document indicates significant financial distress, a going concern issue, and declining revenue, leading to a very negative sentiment from an investment perspective.

Positives

  • The company is exploring a potential acquisition of Jericho Associates, Inc., which could diversify its business into the gaming and hospitality sector.
  • The company's cash position increased slightly from $682 to $887 year over year.

Negatives

  • The company experienced a net loss of $65,985 for the fiscal year ended July 31, 2024.
  • The company's revenue decreased from $870 to $778 year over year.
  • The company's operating expenses increased from $44,043 to $49,349 year over year.
  • The company's auditors have raised substantial doubt about its ability to continue as a going concern.
  • The company has a significant stockholders' deficit of $560,259.
  • The company has no full-time or part-time employees.

Risks

  • The company's ability to continue as a going concern is in doubt due to sustained operating losses and a significant stockholders' deficit.
  • The company may need to raise additional funds through the sale of debt or equity securities to meet its operating requirements.
  • The company's revenue is dependent on the success of its concrete leveling division and the potential acquisition of Jericho Associates, Inc.
  • The company faces risks associated with the regulatory review, finalization of closing documents, and completion of financing for the Jericho acquisition.
  • The company's stock is considered a penny stock, which makes it more difficult for investors to liquidate their investment.

Future Outlook

The company anticipates significant increases in cash flows provided by financing activities during the next 12 months, as it intends to raise capital through either debt or equity securities to fund its business. The company believes that with the addition of its gaming and hospitality business, it will begin to generate increased revenue over the 2025 fiscal year.

Management Comments

  • Management believes that despite material weaknesses in internal controls, the financial statements for the fiscal year ended July 31, 2024 are fairly stated, in all material respects, in accordance with U.S. GAAP.
  • Management is committed to taking further action and implementing additional enhancements or improvements to internal controls as necessary and as funds allow.

Industry Context

The company's potential move into the gaming and hospitality industry reflects a broader trend of diversification and expansion in the entertainment sector. The company is seeking opportunities in the tribal and commercial casino gaming industries, which are competitive markets with significant growth potential.

Comparison to Industry Standards

  • The company's financial performance is significantly below industry standards for established companies, particularly in terms of profitability and cash flow.
  • The company's lack of employees and reliance on related-party transactions is not typical of larger, more established companies in the concrete leveling or gaming industries.
  • The company's penny stock status and the associated trading restrictions are not comparable to companies listed on major exchanges.
  • The company's going concern issue is a significant deviation from industry norms for publicly traded companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Director and Chief Executive OfficerSuzanne BarthRonald H. TassinariUpon closing of the acquisition of Jericho Associates, Inc.Planned change upon acquisition of Jericho Associates, Inc.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal ControlsThe company plans to appoint additional qualified personnel, adopt a written whistleblower policy and code of ethics, and appoint an independent board of directors, including board committees related to financial controls and reporting.2025 fiscal yearThese changes are intended to remediate material weaknesses in internal control over financial reporting.

Related Party Transactions

  • The company uses warehouse and office space belonging to one of its stockholders rent-free.
  • The company has loans from stockholders with interest rates from 8.00% to 12.00%, due on demand.
  • The company has a note payable to a stockholder with interest at a rate of 7.25%, payable on demand.
  • The company has advances from stockholders with no interest.
  • Jericho made loans to the company totaling $310,360, repayable on demand.

Stakeholder Impact

  • Shareholders face significant risk due to the company's going concern issue and penny stock status.
  • Employees are not directly impacted as the company has no full-time or part-time employees.
  • Customers may be impacted by the company's financial instability and potential changes in operations.
  • Suppliers and creditors face increased risk due to the company's financial difficulties.
  • The potential acquisition of Jericho Associates, Inc. could impact all stakeholders.

Next Steps

  • The company plans to implement changes to its internal controls in the 2025 fiscal year.
  • The company intends to raise capital through debt or equity securities.
  • The company will continue to pursue the acquisition of Jericho Associates, Inc.

Key Dates

DateDescription
2007-08-28Concrete Leveling Services, Inc. was incorporated in Nevada.
2010-06-25The company's common stock began trading on the OTC Pink marketplace.
2017-03-24The company entered into an Equity Purchase Agreement with Jericho Associates, Inc.
2017-09-22The company and Jericho mutually agreed to extend the performance requirement until December 24, 2017.
2017-11-09The company and Jericho mutually agreed to extend the performance requirement until March 1, 2018.
2018-02-25Jericho identified the acquisition of 50% interests in two LLCs.
2024-07-31End of the company's fiscal year.
2024-10-28Date of the report, with 14,027,834 shares of common stock issued and outstanding.
2024-10-29Date of the CEO and CFO certifications.

Keywords

Concrete Leveling, Gaming, Hospitality, Acquisition, Financial Results, Going Concern, Penny Stock, Net Loss, Revenue, Operating Expenses

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