CLEV's Gaming Bet Hinges on Jericho Deal Amidst Mounting Deficit

TL;DR

**CLEV is a highly speculative bet on a long-delayed casino deal, with current operations barely existing and significant financial liabilities.**

AI Summary

Concrete Leveling Systems Inc. (CLEV) reported a net loss of $61,390 for the fiscal year ended July 31, 2025, a 6.96% improvement from the $65,985 net loss in 2024. Revenues decreased by 9.64% to $703 in 2025 from $778 in 2024, while operating expenses increased by 4.56% to $51,597 from $49,349. The company's total liabilities grew to $641,128 in 2025, up 10.74% from $578,925 in 2024, contributing to a stockholders' deficit of $621,649. A key strategic change involves the contingent acquisition of Jericho Associates, Inc., which would diversify CLEV into casino gaming, hospitality, and entertainment with a contemplated over $300 million project. This acquisition, initiated in 2017, remains contingent on regulatory review, financing, and finalization of closing documents. Risks include the company's status as a penny stock, making it difficult for investors to trade, and its reliance on the Jericho acquisition to establish a viable business model, as it currently has zero full-time employees and no backlog.

Why It Matters

Concrete Leveling Systems Inc.'s future hinges entirely on the long-delayed Jericho Associates acquisition, a deal that could transform a struggling concrete leveling firm with minimal revenue into a player in the multi-million dollar casino and hospitality sector. For investors, the current $12.76 million market cap is speculative, tied to a contingent $300 million project that has been pending since 2018. Employees and customers are directly impacted by the company's lack of current operations, with zero employees and no backlog, making the successful finalization of the Jericho deal critical for any real-world impact or competitive positioning against established construction or gaming firms.

Risk Assessment

Risk Level: high — The company reported a stockholders' deficit of $621,649 as of July 31, 2025, and has zero full-time employees, indicating minimal operational capacity. Its primary strategic initiative, the acquisition of Jericho Associates and a contemplated over $300 million casino project, has been contingent since 2018 on regulatory review, financing, and closing documents, presenting substantial execution risk.

Analyst Insight

Investors should approach CLEV with extreme caution, recognizing the high speculative nature of its business model. Given the prolonged contingency of the Jericho acquisition and the company's current lack of substantial operations, it would be prudent to await concrete evidence of the acquisition's finalization and the securing of financing for the $300 million project before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$703

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$61,390

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

-9.64%

Key Numbers

• $61,390 — Net Loss (Improved from $65,985 in 2024, a 6.96% reduction.)
• $703 — Revenues (Decreased from $778 in 2024, a 9.64% decline.)
• $51,597 — Operating Expenses (Increased from $49,349 in 2024, a 4.56% rise.)
• $641,128 — Total Liabilities (Increased from $578,925 in 2024, a 10.74% increase.)
• $621,649 — Stockholders' Deficit (Increased from $560,259 in 2024, indicating worsening financial health.)
• 0 — Full-time Employees (As of July 31, 2025, indicating minimal current operations.)
• $300 million — Contemplated Project Value (Potential casino and hotel resort project tied to Jericho acquisition.)
• 14,027,834 — Shares Outstanding (As of October 29, 2025.)
• $0.81 — Closing Price (As of October 29, 2025, contributing to penny stock status.)
• 2017 — Year of Jericho Agreement (Indicates the long-standing contingency of the acquisition.)

Key Players & Entities

• Concrete Leveling Systems, Inc. (company) — registrant
• CLEV (company) — trading symbol
• Jericho Associates, Inc. (company) — acquisition target
• Edward A. Barth (person) — Company's President
• Securities and Exchange Commission (regulator) — filing authority
• $12,760,833 (dollar_amount) — market value of common stock held by non-affiliates as of July 31, 2025
• $300 million (dollar_amount) — contemplated casino and hotel resort project
• $61,390 (dollar_amount) — net loss for fiscal year ended July 31, 2025
• $703 (dollar_amount) — revenues for fiscal year ended July 31, 2025
• $641,128 (dollar_amount) — total liabilities as of July 31, 2025

FAQ

Risk Factors

• Contingent Acquisition Risk [high — financial]: The company's future viability is heavily reliant on the contingent acquisition of Jericho Associates, Inc., which has been pending since 2017. This acquisition is subject to regulatory review, financing completion, and finalization of closing documents, creating significant uncertainty.
• Penny Stock Status [medium — market]: CLEV's status as a penny stock, with a closing price of $0.81 as of October 29, 2025, makes its shares difficult for investors to trade, potentially limiting liquidity and investor interest.
• Lack of Current Operations and Employees [high — operational]: As of July 31, 2025, the company has zero full-time employees and no backlog, indicating minimal current operational capacity outside of the potential Jericho acquisition.
• Regulatory Review for Jericho Acquisition [high — regulatory]: The contemplated $300 million casino and hotel resort project, central to the Jericho acquisition, is still undergoing regulatory review. Any adverse findings or delays in this review could jeopardize the entire transaction.

Industry Context

Concrete Leveling Systems Inc. currently operates in a niche concrete leveling market with minimal reported revenue. Its future strategy is entirely dependent on diversifying into the gaming, hospitality, and entertainment sectors through the acquisition of Jericho Associates. This sector is capital-intensive and highly regulated, with large-scale projects like the contemplated $300 million resort requiring significant financing and approvals.

Regulatory Implications

The primary regulatory hurdle for CLEV is the review process for the Jericho acquisition's proposed casino and hotel resort project. Delays or rejections in this review could halt the company's strategic pivot. Additionally, as a penny stock, CLEV may face scrutiny regarding its financial reporting and market manipulation risks.

What Investors Should Do

1. Monitor Jericho Acquisition Progress
2. Assess Financial Viability Post-Acquisition
3. Evaluate Penny Stock Risks

Key Dates

• 2007-08-28: Company Incorporation — Established the legal entity of Concrete Leveling Services, Inc.
• 2017-03-24: Equity Purchase Agreement with Jericho Associates, Inc. — Initiated the contingent acquisition that forms the basis of the company's future business strategy.
• 2018-02-25: Jericho identified acquisition of interests in two LLCs — Identified the specific project (casino and hotel resort) for the contingent acquisition, valued at over $300 million.
• 2025-07-31: Fiscal Year End — Reporting period for the financial results, showing a reduced net loss but declining revenues.
• 2025-10-29: Shares Outstanding and Closing Price Date — Provides context for the company's market capitalization and penny stock status.

Glossary

Contingent Acquisition

An acquisition that is dependent on certain conditions being met before it can be finalized. (The acquisition of Jericho Associates is contingent on regulatory review, financing, and closing documents, making it the primary driver of future operations and a significant risk.)

Stockholders' Deficit

Occurs when a company's total liabilities exceed its total assets, resulting in negative equity. (CLEV has a stockholders' deficit of $621,649, indicating that its liabilities far outweigh its assets, a sign of severe financial distress.)

Penny Stock

A stock that trades for less than $5 per share, often associated with small companies and higher risk. (CLEV's closing price of $0.81 classifies it as a penny stock, which can lead to liquidity issues and make it difficult for investors to trade.)

Equity Purchase Agreement

A contract detailing the terms and conditions for the purchase of a company's stock. (This agreement with Jericho Associates outlines the framework for the acquisition, including the exchange of shares and contingent conditions.)

Year-Over-Year Comparison

Concrete Leveling Systems Inc. has seen a slight improvement in its net loss, reducing it by 6.96% to $61,390 in fiscal year 2025 from $65,985 in 2024. However, this comes alongside a 9.64% decrease in revenue to $703 and a 4.56% increase in operating expenses to $51,597. Total liabilities have grown by 10.74% to $641,128, exacerbating the stockholders' deficit. The company's operational status remains minimal with zero employees, underscoring its heavy reliance on the long-pending Jericho acquisition for any future business model.

Key Financial Figures

• $0.001 — Section 12(g) of the Act: Common Stock, $0.001 per share par value Indicate by check
• $0.81 — arket value based on a closing price of $0.81 is $11,362,546. DOCUMENTS INCORPORATED
• $11,362,546 — ue based on a closing price of $0.81 is $11,362,546. DOCUMENTS INCORPORATED BY REFERENCE
• $300 million — red profit basis. The contemplated over $300 million project, is in the process of regulator
• $5.00 — ty securities with a price of less than $5.00 (other than securities registered on ce
• $703 — d July 31, 2024 The Company generated $703 in revenue for the year ended July 31,
• $778 — 31, 2025, which compares to revenue of $778 for the year ended July 31, 2024. Our r
• $219 — es for the year ended July 31, 2025 was $219, which compares to cost of sales of $22
• $229 — 219, which compares to cost of sales of $229 for the year ended July 31, 2024. Our r
• $51,597 — for the year ended July 31, 2025, were $51,597. This compares with operating expenses
• $49,349 — ses for the year ended July 31, 2024 of $49,349. Our operating expenses increased durin
• $61,390 — of the foregoing, we had a net loss of $61,390 for the year ended July 31, 2025. This
• $65,985 — 2025. This compares with a net loss of $65,985 for the year ended July 31, 2024. In i
• $824 — 025, we had cash or cash equivalents of $824. As of July 31, 2024, we had cash or ca
• $887 — 024, we had cash or cash equivalents of $887. We believe that with our existing cas

Filing Documents

• clev_10k.htm (10-K) — 558KB
• clev_ex311.htm (EX-31.1) — 12KB
• clev_ex312.htm (EX-31.2) — 12KB
• clev_ex321.htm (EX-32.1) — 5KB
• clev_ex322.htm (EX-32.2) — 5KB
• clev_10kimg3.jpg (GRAPHIC) — 4KB
• clev_10kimg2.jpg (GRAPHIC) — 7KB
• 0001477932-25-007789.txt ( ) — 2267KB
• clev-20250731.xsd (EX-101.SCH) — 21KB
• clev-20250731_lab.xml (EX-101.LAB) — 137KB
• clev-20250731_cal.xml (EX-101.CAL) — 24KB
• clev-20250731_pre.xml (EX-101.PRE) — 105KB
• clev-20250731_def.xml (EX-101.DEF) — 36KB
• clev_10k_htm.xml (XML) — 212KB

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 5 Item 2. Description of Property 5 Item 3.

Legal Proceedings

Legal Proceedings 5 Item 4. Mine Safety Disclosures 5 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 13 Item 9. Disagreements with Accountants on Accounting and Financial Disclosures 27 Item 9A.

Controls and Procedures

Controls and Procedures 27 Item 9B. Other Information 28 PART III 29 Item 10. Directors, Executive Officers and Corporate Governance 29 Item 11.

Executive Compensation

Executive Compensation 31 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32 Item 13. Certain Relationships and Related Transactions, and Director Independence 33 Item 14. Principal Accountant Fees and Services 33 Item 15. Exhibits 34

SIGNATURES

SIGNATURES 35 2 Table of Contents 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. 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 July 31, 2025 and 2024 and the results of operations for the years ended July 31, 2025 and 2024. PART I

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS General Information about Our Com p any Concrete Leveling Services, 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. On March 24, 2017, we entered into an Equity Purchase Agreement, whereby we will acquire all of the outstanding common stock of Jericho Associates, Inc. ("Jericho"), a company operating in the gaming, hospitality and entertainment industries, in exchange for 7,151,416 shares of our common stock which were contingently issued to the shareholders of Jericho. In July 2017, an additional 481,000 shares were issued to shareholders of Jericho under the same contingencies as the original shares. The Equity Purchase Agreement provided that by September 24, 2017, 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 and the transaction will be nullified. On September 22, 2017, the Company and Jericho mutually agreed to extend the performance requirement until December 24, 2017. On November 9, 2017, the Company and Jericho mutually agreed to extend the performance requirement until March 1, 2018. 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 contemplated over $300 million 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 re

RISK FACTORS

ITEM 1A. RISK FACTORS Not required for a Smaller Reporting Company.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

DESCRIPTION OF PROPERTY

ITEM 2. DESCRIPTION OF PROPERTY The Company's operations are currently being conducted out of the Company office located at 5046 E. Boulevard, NW Canton, OH 44718, and consists of approximately 2,500 square feet. The Company is provided with this commercial location rent-free from the Company's President, Edward A. Barth. The Company considers that the current principal office space arrangement is adequate and will reassess its needs based upon the future growth of the Company.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS None.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 5 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Since June 25, 2010, our common stock has been quoted on the OTC Pink marketplace, under the trading symbol CLEV. Prior to June 25, 2010, our common stock was not quoted on any stock exchange. The following table sets forth, for the calendar periods indicated, the range of the high and low prices reported for our common stock. The quotations represent inter-dealer prices without retail mark- ups, mark-downs, or commissions, and may not necessarily represent actual transactions. The quotations may be rounded for presentation. Fiscal year ended July 31, 2025 High Low First Quarter 0.40 0.08 Second Quarter 3.73 0.21 Third Quarter 3.70 1.60 Fourth Quarter 2.59 0.79 Fiscal year ended July 31, 2024 High Low First Quarter 2.23 0.90 Second Quarter 1.34 0.70 Third Quarter 1.00 0.46 Fourth Quarter 0.79 0.12 Holders As of October 29, 2025, there were 36 recorded holders of our common stock, and there were 14,027,834 shares of our common stock outstanding. The Securities Enforcement and Penny Stock Reform Act of 1990 The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 6 Table of Contents A purchaser is purchasing penny stock which limits the ability to sell the stock. The Company's shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA A smaller reporting company is not required to provide the information in this Item.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. 8 Table of Contents 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

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