Concrete Leveling Systems (OTC: CLEV) Q1 2026 profit, tight cash and going-concern warning

Rhea-AI Filing Summary

Concrete Leveling Systems, Inc. reports a sharp turnaround for the three months ended October 31, 2025, driven by the sale of a complete leveling unit. Revenue rose to $55,000 from $183 a year earlier, producing net income of $16,679 versus a prior net loss of $24,803. Cash increased to $29,414 from $824, and net cash provided by operating activities was $28,590.

Despite this profitable quarter, the company remains highly leveraged, with total liabilities of $651,146 against assets of $46,176 and an accumulated deficit of $1,052,206. Management states there is substantial doubt about the company’s ability to continue as a going concern and notes that existing cash resources are only expected to fund operations through February 28, 2026. Operations are being supported by non‑interest‑bearing advances of approximately $384,879 from proposed merger partner Jericho Associates, Inc., while the gaming and hospitality project tied to that merger remains subject to regulatory review, final documentation, and financing. Disclosure controls and procedures are deemed not effective due to previously identified material weaknesses in internal control over financial reporting.

Positive

• None.

Negative

• Going-concern uncertainty: Management states that recurring losses, a deficit of $604,970 at October 31, 2025, and limited cash resources raise substantial doubt about the company’s ability to continue as a going concern.
• Limited liquidity runway: The company reports a cash position of approximately $20,000 as of December 12, 2025 and believes this will fund operations only through February 28, 2026.
• Highly leveraged balance sheet: Total liabilities of $651,146 significantly exceed total assets of $46,176 at October 31, 2025, leaving stockholders’ deficit of $604,970.
• Dependence on related-party support: Operations are being funded by approximately $384,879 of non-interest-bearing advances from proposed merger partner Jericho Associates, Inc., which are expected to be repaid upon merger consummation.
• Unremediated internal control weaknesses: Management concluded that disclosure controls and procedures were not effective as of October 31, 2025 due to material weaknesses in internal control over financial reporting.

Insights

Small-cap financial reporting analyst

Profitable quarter but severe leverage, going-concern risk, and control weaknesses dominate.

Concrete Leveling Systems showed meaningful operational improvement for the quarter ended October 31, 2025, with revenue increasing to $55,000 from $183 and net income of $16,679 versus a prior loss. Operating cash flow of $28,590 and cash of $29,414 mark a short-term liquidity improvement compared with $824 at the prior fiscal year-end.

However, the balance sheet is very weak: total assets of $46,176 sit against total liabilities of $651,146, and accumulated deficit stands at $1,052,206. Management explicitly states that these conditions raise substantial doubt about the company’s ability to continue as a going concern and that current cash resources are expected to fund operations only through February 28, 2026. The company is also reliant on approximately $384,879 of non-interest-bearing advances from proposed merger partner Jericho Associates, Inc., while the gaming and hospitality project remains contingent on regulatory and financing milestones.

From a governance and reporting perspective, disclosure controls and procedures were concluded to be not effective as of October 31, 2025 due to previously disclosed material weaknesses in internal control over financial reporting. Future filings will be important to see whether additional quarters of equipment sales, any progress on the Jericho-related casino project, or remediation of internal control weaknesses change the current risk profile.

0001414382false--07-31Q120260.00110000000014027834140278341402783414027834140274332091402783414027433209falsefalsefalsefalse0627501513900014143822025-08-012025-10-310001414382clev:TopMemberclev:StockholdersMember2010-07-312012-07-310001414382clev:BottomMemberclev:StockholdersMember2010-07-312012-07-310001414382clev:BetweenNovemberTwoThousandTwelveAndDecemberTwoThousandTwentyMemberclev:StockholdersMember2020-12-012020-12-310001414382clev:BetweenNovemberTwoThousandTwelveAndDecemberTwoThousandTwentyMemberclev:StockholdersMember2025-10-310001414382clev:BetweenNovemberTwoThousandTwelveAndDecemberTwoThousandTwentyMemberclev:StockholdersMember2025-07-310001414382clev:JulyThurtyFirstTwoThousandTenThroughTwoThousandTwelevenMemberclev:StockholdersMember2024-07-310001414382clev:BetweenNovemberTwoThousandTwelveAndDecemberTwoThousandTwentyMemberclev:StockholdersMember2020-12-310001414382clev:JulyThurtyFirstTwoThousandTenThroughTwoThousandTwelevenMemberclev:StockholdersMember2025-07-310001414382clev:JulyThurtyFirstTwoThousandTenThroughTwoThousandTwelevenMemberclev:StockholdersMember2025-08-012025-10-310001414382clev:JulyThurtyFirstTwoThousandTenThroughTwoThousandTwelevenMemberclev:StockholdersMember2025-10-310001414382clev:StockholdersMember2025-10-310001414382clev:StockholdersMember2025-07-310001414382us-gaap:SubsequentEventMember2025-12-130001414382clev:ChiefExecutiveOfficersMember2025-08-012025-10-310001414382clev:ChiefExecutiveOfficersMember2018-08-130001414382clev:ChiefExecutiveOfficersMember2018-08-012018-08-130001414382clev:SecretaryMember2025-10-310001414382clev:ChiefExecutiveOfficersMember2025-10-310001414382clev:PresidentsMember2025-10-310001414382clev:PresidentsMember2017-07-310001414382clev:JerichoAssociatesIncMember2018-02-012018-02-250001414382clev:JerichoAssociatesIncMember2017-03-240001414382us-gaap:RetainedEarningsMember2025-10-310001414382us-gaap:AdditionalPaidInCapitalMember2025-10-310001414382us-gaap:CommonStockMember2025-10-310001414382us-gaap:RetainedEarningsMember2025-08-012025-10-310001414382us-gaap:CommonStockMember2025-08-012025-10-310001414382us-gaap:RetainedEarningsMember2025-07-310001414382us-gaap:AdditionalPaidInCapitalMember2025-07-310001414382us-gaap:CommonStockMember2025-07-3100014143822024-10-310001414382us-gaap:RetainedEarningsMember2024-10-310001414382us-gaap:AdditionalPaidInCapitalMember2024-10-310001414382us-gaap:CommonStockMember2024-10-310001414382us-gaap:RetainedEarningsMember2024-08-012024-10-310001414382us-gaap:CommonStockMember2024-08-012024-10-3100014143822024-07-310001414382us-gaap:RetainedEarningsMember2024-07-310001414382us-gaap:AdditionalPaidInCapitalMember2024-07-310001414382us-gaap:CommonStockMember2024-07-3100014143822024-08-012024-10-3100014143822025-10-3100014143822025-07-3100014143822025-12-12iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q  

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from  ______________ to ______________

Commission file number 000-53048

Concrete Leveling Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada		26-0851977
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5046 E. Boulevard, NW, Canton, OH		44718
(Address of principal executive offices)		(Zip Code)

(330) 966-8120

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock		CLEV		OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such fling requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐			Accelerated filer	☐
Non-Accelerated filer	☐	Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to 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. 14,027,834 shares of common stock outstanding as of December 12, 2025.

CONCRETE LEVELING SYSTEMS, INC.

Index

			Page
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Condensed Balance Sheets as of October 31, 2025 (unaudited) and July 31, 2025		3
	Condensed Statements of  Operations for the three months ended October 31, 2025 and 2024 (unaudited)		4
	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended October 31, 2025  and 2024 (unaudited)		5
	Condensed Statements of Cash Flows for the three months ended October 31, 2025 and 2024 (unaudited)		6
	Notes to Condensed Financial Statements (unaudited)		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		18
Item 4.	Controls and Procedures		18
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings		19
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		19
Item 4.	Mine Safety Disclosures		19
Item 5.	Other Information		19
Item 6.	Exhibits		20
SIGNATURES			21

2

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Concrete Leveling Systems, Inc.

Condensed Balance Sheets

		October 31, 2025				July 31,
		(Unaudited)				2025
Assets
Current Assets
Cash		$	29,414			$	824
Inventory			16,762				17,811
Prepaid expenses			-				844
Total Current Assets			46,176				19,479
Property, Plant and Equipment
Equipment			700				700
Less: Accumulated depreciation			(700	)			(700	)
Total Property, Plant and Equipment, net			-				-
Total Assets		$	46,176			$	19,479
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses		$	13,473			$	27,806
Accrued interest - stockholders			58,667				56,416
Advances - related party			392,039				369,939
Notes payable - stockholders			186,967				186,967
Total Current Liabilities			651,146				641,128
Commitments and Contingencies (Note 4)
Stockholders’ Deficit
Common stock (par value $0.001) 100,000,000 shares authorized: 14,027,834 shares issued and outstanding			14,027				14,027
Additional paid-in capital			433,209				433,209
Accumulated deficit			(1,052,206	)			(1,068,885	)
Total Stockholders’ Deficit			(604,970	)			(621,649	)
Total Liabilities and Stockholders’ Deficit		$	46,176			$	19,479

See the accompanying notes to these condensed financial statements. 

3

Table of Contents

Concrete Leveling Systems, Inc.

Condensed Statements of Operations

For the Three Months Ended October 31, 2025 and 2024 (Unaudited)

		2025				2024
Equipment, parts, and service sales		$	55,000			$	183
Cost of sales			1,050				59
Gross margin			53,950				100
Operating expenses
Legal and professional fees			28,510				19,954
Selling, general and administration			6,510				2,377
Total operating expenses			35,020				22,331
Income (loss) from operations			18,930				(22,207	)
Other income (expense)
Interest expense			2,251				(2,596	)
Total other expense			2,251				(2,596	)
Net income (loss) before income taxes			16,679				(24,803	)
Provision for income taxes			-				-
Net income (loss)		$	16,679			$	(24,803	)
Net income (loss) per share - basic and fully diluted		$	0.00			$	(0.00	)
Weighted average number of common shares outstanding - basic and fully diluted			14,027,834				14,027,834

See the accompanying notes to these condensed financial statements.

4

Table of Contents

Concrete Leveling Systems, Inc.

Condensed Statements of Changes in Stockholders' Deficit

For the Three Months Ended October 31, 2025 and 2024 (Unaudited)

		Common Stock								Additional								Total
		Issued				Par				Paid-in				Accumulated				Stockholders’
		Shares				Value				Capital				Deficit				Deficit
Balance July 31, 2025			14,027,834			$	14,027			$	433,209			$	(1,068,885	)		$	(621,649	)
Net loss			-				-				-				16,679				16,679
Balance October 31, 2025			14,027,834			$	14,027			$	433,209			$	(1,052,206	)		$	(604,970	)

		Common Stock								Additional								Total
		Issued				Par				Paid-in				Accumulated				Stockholders’
		Shares				Value				Capital				Deficit				Deficit
Balance July 31, 2024			14,027,834			$	14,027			$	433,209			$	(1,007,495	)		$	(560,259	)
Net loss			-				-				-				(24,803	)			(24,803	)
Balance October 31, 2024			14,027,834			$	14,027			$	433,209			$	(1,032,298	)		$	(585,062	)

See the accompanying notes to these condensed financial statements. 

5

Table of Contents

Concrete Leveling Systems, Inc.

 Condensed Statements of Cash Flows

 For the Three Months Ended October 31, 2025 and 2024 (Unaudited)

		2025				2024
Cash Flows from Operating Activities
Net loss		$	16,679			$	(24,803	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:   Changes in assets and liabilities
Inventory			1,050				59
Prepaid expenses			844				903
Accounts payable and accrued expenses			(4,334	)			(30	)
Advances - related party			12,100				21,494
Accrued interest - stockholders			2,251				2,251
Net cash provided by (used in) operating activities			28,590				(126	)
Net change in cash			28,590				(126	)
Cash beginning of period			824				887
Cash end of period		$	29,414			$	761
Supplemental Disclosure of Cash Flows Information
Cash paid for interest		$	-			$	344
Cash paid for income taxes		$	-			$	-

See the accompanying notes to these condensed financial statements. 

6

Table of Contents

CONCRETE LEVELING SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

On March 24, 2017, the Company entered into an agreement with Jericho Associates, Inc. (“Jericho”), a start-up company which plans to operate in the gaming, hospitality and entertainment industries.  The Company issued Jericho 7,151,416 shares of the Company’s common stock, subject to a performance requirement, which provides that by March 1, 2018, if the management of Jericho does not identify at least one entity or business opportunity for acquisition, in order to supplement the Company’s current business operations, the shares issued as part of the agreement shall be returned to the Company. In July 2017, an additional 481,000 shares were issued to shareholders of Jericho under the same contingencies as the original shares.

On February 25, 2018, Jericho identified the acquisition of 50% interests in two LLCs (the “LLCs”).  The LLCs have a Term Sheet agreement to develop a casino and hotel resort, and provide certain gaming equipment on a shared profit basis (the “Project”). The Project is in the process of regulatory review, finalization of closing documents, and completion of financing.  Notwithstanding the identification of the business opportunity, the shares issued to Jericho remain contingent upon the regulatory review, the finalization of closing documentation, and the completion of financing arrangements for the project. Also, upon the regulatory review, the finalization of closing documentation, and the completion of financing arrangements for the project, the Company’s President will cancel all shares of common stock held (879,167 shares as of October 31, 2025), the Company’s Chief Executive Officer will cancel all but 550,000 shares of common stock held (2,951,667 shares as of October 31, 2025), subject to an 18-month non-dilution right in order to maintain an ownership percentage of 4.99%, and the Company’s Secretary will cancel all but 45,000 shares of common stock held (185,000 shares as of October 31, 2025). Prior to the August 13, 2018 amendment to the agreement with Jericho, the Chief Executive Officer would cancel all but 523,000 shares of her common stock, subject to an 18-month non-dilution right in order to maintain an ownership percentage of 4.99%. The amendment provided that the Chief Executive Officer would retain an additional 27,000 shares of common stock and the non-dilution right was eliminated.

Principal Services

If the transaction with Jericho finalizes, the Company will operate two business divisions, which will be operated simultaneously and consist of the following:

The concrete leveling division of the business will fabricate and market a concrete leveling service unit utilized in the concrete leveling industry. This unit secures to the back of a truck and consists of a mixing device to mix lime with water and a pumping device capable of pumping the mixture under pressure into pre-drilled holes in order to raise the level of any flat concrete surface.

7

Table of Contents

The gaming and hospitality division of the business will focus on casino gaming, hospitality, entertainment and leisure time industries, and will pursue opportunities in the tribal and commercial casino gaming industries, both in California and Nevada. The Company will also operate in the casino gaming technology industry, and is seeking opportunities to partner, joint venture, or acquire companies developing casino games that combine traditional casino games with the challenge of video games and the playability of social games, meaning games that pit the player’s skill against the skill of another player as opposed to the casino itself.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2025 Annual Report on Form 10-K (the “Form 10-K”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2025 as filed with the SEC. Operating results for the three months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the year ending July 31, 2026.

Reclassification

Certain prior year amounts have been reclassified to conform to the fiscal 2026 presentation.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from contracts with customers". Revenue is recognized when a customer obtains control of the promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount; (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC Topic 606 at contract inception, the Company reviews the contract to determine which performance obligation the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

8

Table of Contents

Concentration of Credit Risk Involving Cash

The Company maintains its cash in a single financial institution. Balances at times may exceed federally insured limits. The Company monitors the creditworthiness of the financial institution and believes that its credit risk is minimal.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable and accrued expenses and notes payable. The carrying value of accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments.

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis.  The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market price in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

The level in the fair value hierarchy within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying value of the Company’s short-term financial instruments such as cash, prepaid expenses and accounts payable and accrued expenses approximate their fair values because of their short maturities. The carrying value of debt approximates fair value, as the interest rates approximate current market rates.

Advertising and Marketing

Advertising and marketing costs are charged to operations when incurred. Advertising costs were $0 for the three months ended October 31, 2025 and 2024.

Inventory

Inventories, which consist of parts and work in progress, are recorded at the lower of first-in first-out cost or net realizable value (estimated selling price less costs of completion, disposal and transportation). When an impairment suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage and a firm commitment to sell.

Use of Estimates

The preparation of the financial statements in conformity with GAAP 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.

9

Table of Contents

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost.  Depreciation is provided for by using the straight-line method 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.

Income taxes

The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Loss Per Share

The Company follows FASB ASC 260 when reporting Earnings (Loss) Per Share resulting in the presentation of basic and diluted earnings (loss) per share.  Because the Company reported a net loss for each of the years ended July 31, 2025 and 2024, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.

10

Table of Contents

    Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended July 31, 2025. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 10, Segment Reporting in the Notes to Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt ASU 2023-09 in its annual financial statements for the year ending July 31, 2026, and does not expect the adoption to have a material impact on its financial statements other than the additional required disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has incurred significant losses and experienced negative cash flow from operations since inception.  Further, at October 31, 2025, current liabilities exceed current assets by $604,970. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months from this report.  The Company currently needs to generate revenue in order to sustain its operations.  In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities.  The issuance of additional equity would result in dilution to existing shareholders.  If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations.

As of December 12, 2025, the Company has a cash position of approximately $20,000.  Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through February 28, 2026.

11

Table of Contents

NOTE 3 - RELATED PARTIES

The Company uses warehouse and office space belonging to one of its stockholders. The stockholder does not charge the Company rent or other fees for the use of these facilities. Management believes the estimated fair value of the use of these facilities is not material to the accompanying financial statements.

Notes payable - stockholders

Four stockholders of the Company loaned a total of $62,750 to the Company at various times during the years ended July 31, 2010 through 2012. The loans carry interest rates from 8.00% to 12.00% and are due on demand. The balances on the loans are $62,750 at October 31, 2025 and 2024. Effective July 31, 2013, the noteholders waived the accrual of further interest on these loans. Accrued interest of $15,139 as of July 31, 2025 and 2024 relates to interest accrued prior to the waiver and is included within accrued interest - stockholders on the balance sheets.

One of the Company’s stockholders and a company owned by the stockholder advanced a total of $124,817 to the Company at various times between November 2012 and December 2020. On December 31, 2020, $124,217 of the balance of the advances was converted to a note payable to the stockholder. The note carries interest at a rate of 7.25% and is payable on demand. Accrued interest at October 31, 2025 and July 31, 2025 is $43,528 and $41,276, respectively and is included within accrued interest - stockholders on the balance sheets.

Advances – related party

Since 2017, the Company received advances from Jericho, the Company’s proposed merger partner, to fund operating expenses while awaiting required governmental and tribunal approvals to complete the merger transaction.

The advances are non-interest-bearing, have no stated repayment terms, and are expected to be repaid upon consummation of the merger. As of October 31, 2025 and July 31, 2025, total advances outstanding were approximately $384,879 and $360,179, respectively, which are included in Advances – Related Party on the balance sheets.

Jericho has paid substantially all of the Company’s operating costs during the merger approval process and has indicated it does not intend to charge or accrue interest on these amounts. The Company has determined that imputation of interest is not required under ASC 835-30, Interest – Imputation of Interest, as the advances represent related-party capital support pending merger completion.

As of October 31, 2025 and July 31, 2025, the Company owes a stockholder $7,160 and $9,760 for advances made for the Company by the stockholder. The advances carry no interest.

The terms of the above transactions are not necessarily indicative of what third parties would agree to.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of October 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

12

Table of Contents

NOTE 5 – INCOME TAXES

Income tax expense was $0 for the three months ended October 31, 2025 and 2024.

As of August 1, 2025, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2025 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three months ended October 31, 2025, and there was no accrual for uncertain tax positions as of October 31, 2025. With few exceptions, tax returns filed for the tax years ended on July 31, 2021 and thereafter are subject to examination by the relevant taxing authorities.

The Company recorded no income tax expense for the three months ended October 31, 2025. Although the Company generated net income during the period, the tax provision was reduced by the utilization of available net operating loss (“NOL”) carryforwards.

The Company recorded no income tax benefit for the three months ended October 31, 2024, despite incurring a net loss during that period. Management has concluded that the realization of the Company’s deferred tax assets is not more-likely-than-not. As a result, a full valuation allowance has been maintained against the deferred tax assets, and therefore no tax benefit has been recognized.

The Company continues to evaluate the realizability of its deferred tax assets at each reporting period and will adjust the valuation allowance as appropriate.

NOTE 6 – SEGMENT REPORTING

The Company operates as a single reportable segment. The President, who serves as the Chief Operating Decision Maker (“CODM”), evaluates financial performance and allocates resources based on the Company’s overall results of operations. Accordingly, all required information under ASC Topic 280, Segment Reporting, is presented in these financial statements, and no separate segment information is provided.

13

Table of Contents

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references  herein to "Concrete Leveling Systems", "CLEV", "the Company, "we", "us", and "our", refer to Concrete Leveling Systems, Inc., a Nevada corporation.

Cautionary Statement Concerning Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:

	·	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;
	·	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;
	·	The Company’s overall outlook including all statements under Management’s Discussion and Analysis or Plan of Operation;
	·	That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results; and
	·	Expectations, plans, beliefs, hopes or intentions regarding the future.

The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to provide certain details regarding the Company’s financial condition as of October 31, 2025, and the results of operations for the three months ended October 31, 2025.  It should be read in conjunction with the unaudited financial statements and notes thereto contained in this report as well as the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal years ended July 31, 2025 and 2024.

14

Table of Contents

Overview

Concrete Leveling Systems, Inc. (“we”, “us”, “our” or the “Company”) was incorporated on August 28, 2007 in the State of Nevada. The Company’s principal offices are located at 5046 East Boulevard Northwest, Canton, Ohio 44718. In Ohio, the Company does business under the trade name of CLS Fabricating, Inc. CLS has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

On March 24, 2017, the Company entered into an agreement with Jericho Associates, Inc. (“Jericho”), a start-up company which plans to operate in the gaming, hospitality and entertainment industries. The Company issued Jericho 7,151,416 shares of the Company’s common stock, subject to a performance requirement, which provides that by March 1, 2018, if the management of Jericho does not identify at least one entity or business opportunity for acquisition, in order to supplement the Company’s current business operations, the shares issued as part of the agreement shall be returned to the Company. In July 2017, an additional 481,000 shares were issued to shareholders of Jericho under the same contingencies as the original shares.

On February 25, 2018, Jericho identified the acquisition of 50% interests in two LLCs (the “LLCs”). The LLCs have a Term Sheet agreement to develop a casino and hotel resort, and provide certain gaming equipment on a shared profit basis (the "Project"). The Project is in the process of regulatory review, finalization of closing documents, and completion of financing. Notwithstanding the identification of the business opportunity, the shares issued to Jericho remain contingent upon the regulatory review, the finalization of closing documentation, and the completion of financing arrangements for the project.

Also, upon the regulatory review, the finalization of closing documentation, and the completion of financing arrangements for the project, the Company’s President will cancel all shares of common stock held (879,167 shares as of October 31, 2025), the Company’s Chief Executive Officer will cancel all but 550,000 shares of common stock held (2,951,667 shares as of October 31, 2025), subject to an 18-month non-dilution right in order to maintain an ownership percentage of 4.99%, and the Company’s Secretary will cancel all but 45,000 shares of common stock held (185,000 shares as of October 31, 2025). Prior to the August 13, 2018 amendment to the agreement with Jericho, the Chief Executive Officer would cancel all but 523,000 shares of her common stock, subject to an 18-month non-dilution right in order to maintain an ownership percentage of 4.99%. The amendment provided that the Chief Executive Officer would retain an additional 27,000 shares of common stock and the non-dilution right was eliminated.

Principal Services

If a transaction with Jericho finalizes, the Company will operate two business divisions, which will be operated simultaneously and consist of the following:

The concrete leveling division of the business will fabricate and market a concrete leveling service unit utilized in the concrete leveling industry. This unit secures to the back of a truck and consists of a mixing device to mix lime with water and a pumping device capable of pumping the mixture under pressure into pre-drilled holes in order to raise the level of any flat concrete surface.

The gaming and hospitality division of the business will focus on casino gaming, hospitality, entertainment and leisure time industries, and will pursue opportunities in the tribal and commercial casino gaming industries, both in California and Nevada. The Company will also operate in the casino gaming technology industry, and is seeking opportunities to partner, joint venture, or acquire companies developing casino games that combine traditional casino games with the challenge of video games and the playability of social games, meaning games that pit the player’s skill against the skill of another player as opposed to the casino itself.

15

Table of Contents

For the Three months ended October 31, 2025 Compared to the Three months ended October 31, 2024

The Company generated $55,000 in revenue for the three months ended October 31, 2025, which compares to revenue of $183 for the three months ended October 31, 2024. Our revenues increased during the three months ended October 31, 2025, due to the sale of a complete leveling unit.

Cost of sales for the three months ended October 31, 2025 was $1,050, which compares to cost of sales of $59 for the three months ended October 31, 2024. Our costs of sales increased during the three months ended October 31, 2025 due to the sale of a complete leveling unit.

Operating expenses, which consisted of selling, general, and administrative expenses, and legal and professional fees for the three months ended October 31, 2025, were $35,020. This compares with operating expenses for the three months ended October 31, 2024 of $22,331. Our operating expenses increased during the three months ended October 31, 2025 primarily due to increases in our professional fees resulting from higher accounting and auditing fees, as well as an increase in commissions paid related to the sale of the leveling unit.

As a result of the foregoing, we had net income of $16,679 for the three months ended October 31, 2025. This compares with a net loss of $24,803 for the three months ended October 31, 2024.

In its audited financial statements as of July 31, 2025, the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the Company’s current financial position. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our products and our ability to generate revenues.

Liquidity and Capital Resources

As of October 31, 2025, we had cash of $29,414. As of July 31, 2025, we had cash of $824.

We believe that with our existing cash flows, we do not have sufficient cash to meet our operating requirements for the next twelve months. We believe that with the addition of our gaming and hospitality business, we will begin to generate increased revenue over the 2025 fiscal year. However, if our revenue is not sufficient to allow us to meet our cash requirements during the next twelve months, the Company may need to raise additional funds through the sale of debt or equity securities. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

16

Table of Contents

Net cash provided by operating activities for the three months ended October 31, 2025 was $28,590. This compares to net cash used in operating activities of $126 for the three months ended October 31, 2024. We experienced much higher net income during the three months ended October 31, 2025.

As of October 31, 2025, our total assets were $46,176 and our total liabilities were $651,146. As of July 31, 2025, our total assets were $19,479 and our total liabilities were $641,128.

Critical Accounting Policies and Estimates

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our financial statements.

We disclose those accounting policies that we consider to be significant in determining the amounts to be utilized for communicating our financial position, results of operations and cash flows in the first note to our financial statements included elsewhere herein. Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results are likely to differ from these estimates, but management does not believe such differences will materially affect our financial position or results of operations.

We believe that the following accounting policies are the most critical because they have the greatest impact on the presentation of our financial condition and results of operations.

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 October 31, 2025, our liabilities exceed our assets by $604,970.

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.

17

Table of Contents

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Foreign Currency Transactions

None.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 4 – CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported on a timely basis and that such information is communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2025. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of that date due to the material weaknesses in internal control over financial reporting previously disclosed.

Management is continuing to assess and implement remediation measures to address the previously disclosed material weaknesses, including enhancements to governance, accounting, and financial reporting processes. These efforts are ongoing and may require additional time and resources.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

Table of Contents

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

To the best of the Company’s knowledge and belief, no legal proceedings are currently pending or threatened.

ITEM 1A. – RISK FACTORS

We are not required to provide this information as we are a Smaller Reporting Company.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during this quarter.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

There are no defaults upon any senior securities.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

19

Table of Contents

ITEM 6 – EXHIBITS

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Edward A. Barth.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Suzanne I. Barth.
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Edward A. Barth. and Suzanne I. Barth.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Schema
101.CAL*		Inline XBRL Taxonomy Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Label Linkbase
101.PRE*		Inline XBRL Taxonomy Presentation Linkbase

_______

* 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.

20

Table of Contents

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: December 12, 2025	By:	/s/ Edward A. Barth
		Edward A. Barth Principal Executive Officer
Date: December 12, 2025	By:	/s/ Suzanne I. Barth
		Suzanne I. Barth Principal Financial Officer

21

Table of Contents

FAQ

How did Concrete Leveling Systems (CLEV) perform in the quarter ended October 31, 2025?

For the three months ended October 31, 2025, Concrete Leveling Systems generated $55,000 in equipment, parts, and service sales compared with $183 in the prior-year quarter. Net income was $16,679, a significant improvement from a net loss of $24,803 a year earlier, driven mainly by the sale of a complete leveling unit.

What is Concrete Leveling Systems' liquidity position and cash runway as disclosed in this 10-Q?

As of October 31, 2025, the company held cash of $29,414, up from $824 at July 31, 2025. Management later notes a cash position of approximately $20,000 as of December 12, 2025 and believes available funds will finance operations only through February 28, 2026, indicating a short liquidity runway.

Why does the 10-Q for Concrete Leveling Systems (CLEV) highlight a going-concern risk?

The filing explains that at October 31, 2025 current liabilities exceeded current assets by $604,970, the company has incurred significant losses and negative cash flows since inception, and it lacks sufficient cash resources for the next twelve months. These conditions led management to conclude that there is substantial doubt about the company’s ability to continue as a going concern.

What is the relationship between Concrete Leveling Systems and Jericho Associates in this report?

Concrete Leveling Systems has an agreement with Jericho Associates, Inc., a start-up in the gaming, hospitality, and entertainment industries. Jericho identified a casino and hotel resort project and has provided advances totaling approximately $384,879 as of October 31, 2025 to fund the company’s operating expenses. These advances are non-interest-bearing and are expected to be repaid upon completion of the merger transaction, which remains subject to regulatory review, final documentation, and financing.

What are the key balance sheet figures for CLEV as of October 31, 2025?

At October 31, 2025, total assets were $46,176, including cash of $29,414 and inventory of $16,762. Total liabilities were $651,146, consisting mainly of accounts payable and accrued expenses of $13,473, accrued interest to stockholders of $58,667, advances from related parties of $392,039, and notes payable to stockholders of $186,967. Stockholders’ deficit was $604,970.

Are there any internal control or reporting issues disclosed by Concrete Leveling Systems in this 10-Q?

Yes. Management, including the Chief Executive Officer and Chief Financial Officer, evaluated disclosure controls and procedures as of October 31, 2025 and concluded they were not effective due to previously disclosed material weaknesses in internal control over financial reporting. Remediation efforts are ongoing, and no changes in internal control over financial reporting during the quarter were noted as materially affecting these controls.

Did Concrete Leveling Systems (CLEV) issue or sell any new equity during the quarter?

No. The company reports that there were no unregistered sales of equity securities during the quarter. The number of common shares outstanding remained at 14,027,834 as of December 12, 2025, with common stock par value of $0.001 per share and additional paid-in capital of $433,209.