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 April 30, 2020, and the results of operations for the nine months ended April 30, 2020. 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, 2019 and 2018.






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Overview

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. 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 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. 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 to March 1, 2018.

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 April 30, 2020), the Company's Chief Executive Officer will cancel all but 550,000 shares of common stock held (2,951,667 shares as of April 30, 2020), 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 April 30, 2020). 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.

On August 19, 2018, Jericho announced that it had entered into an agreement to acquire all of the issued and outstanding shares of VegasWinners, Inc. a newly formed Nevada corporation (the "Jericho/VegasWinners Transaction"). Vegas Winners, Inc. was incorporated in the State of Nevada to engage in the business of providing sports gaming information, analysis, advice and predictions. The acquisition by Jericho is contingent on several factors, including obtaining a minimum of $1,100,000 in funding by Jericho to provide to VegasWinners, Inc. and certain VegasWinners, Inc. performance criteria. On October 18, 2018, Jericho advanced $232,500 of the $300,000 interim loan to VegasWinners, Inc. There was no Closing of the Jericho/Vegas Winners Transaction as certain conditions to the Closing were not met.

On December 6, 2019, Jericho and VegasWinners terminated the Jericho/VegasWinners Transaction. Notwithstanding the termination of the Jericho/VegasWinners Transaction, VegasWinners remains indebted to Jericho for the $232,500 advanced to VegasWinners.






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Principal Services

Once 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.

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.

For the Nine Months Ended April 30, 2020 Compared to the Nine Months Ended April 30, 2019

The Company generated $575 in revenue for the nine months ended April 30, 2020, which compares to revenue of $735 for the nine months ended April 30, 2019. Our revenues decreased during the nine months ended April 30, 2020 due to decreased sales of our concrete leveling parts due to a decrease in our marketing efforts in this area.

Cost of sales for the nine months ended April 30, 2020 was $171, which compares to cost of sales of $261 for the nine months ended April 30, 2019. Our revenues decreased during the nine months ended April 30, 2020, which resulted in a similar decrease in our cost of sales during the period.

Operating expenses, which consisted of selling, general and administrative expenses for the nine months ended April 30, 2020, were $33,693. This compares with operating expenses for the nine months ended April 30, 2019 of $32,041. Our operating expenses increased during the nine months ended April 30, 2020 due to an increase in our administrative expenses.

As a result of the foregoing, we had a net loss of $34,080 for the nine months ended April 30, 2020. This compares with a net loss of $32,348 for the nine months ended April 30, 2019.

In its audited financial statements as of July 31, 2019, 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 April 30, 2020, we had cash or cash equivalents of $385. As of July 31, 2019, we had cash or cash equivalents of $48.

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 2020 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.






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Net cash used in operating activities for the nine months ended April 30, 2020 was $33,961. This compares to net cash used in operating activities of $33,486 for the nine months ended April 30, 2019.

Cash flows provided by financing activities were $34,298 for the nine months ended April 30, 2020 which compares to cash flows provided by financing activities of $33,387 for the nine months ended April 30, 2019. The change in cash flows provided by financing activities is due to an increase in advances from stockholders during the nine months ended April 30, 2020. We anticipate significant increases in cash flows provided by financing activities during the next 12 months, as we intend to raise capital through either debt or equity securities to fund our business.

As of April 30, 2020, our total assets were $25,926 and our total liabilities were $365,711. As of July 31, 2019, our total assets were $24,696 and our total liabilities were $330,401.

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 April 30, 2020, our liabilities exceed our assets by $339,785.

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.

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.




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