Concrete Leveling Systems, Inc. (OTCMKTS:CLEV) Files An 8-K Entry into a Material Definitive Agreement

On March 24, 2017, Concrete Leveling Systems, Inc., a Nevada corporation (“we” or the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) whereby the Company acquired all of the outstanding common stock of Jericho Associates, Inc. (“Jericho”), a company operating in the gaming, hospitality and entertainment industries (the “Acquisition”). On March 24, 2017, the parties executed the Agreement for the Acquisition (the “Closing Date”).

Upon the Closing Date, the Company will receive all of the outstanding common shares, assets and liabilities of Jericho for a purchase price of 7,151,416 shares of the Company’s common stock, which will result in a change of control of the Company, as the shares issued consist of greater than 50% of the issued and outstanding shares of the Company after the acquisition. The shares of Common Stock to be issued to the Acquisition will be restricted under Rule 144, and will also be subject to a performance requirement, which provides that upon the date that is six months after Closing Date, if the new management of the Company 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 Acquisition shall be returned to the Company. Upon the completion of an acquisition of an entity or business opportunity, the Company’s President, Ed Barth, will cancel all shares of common stock held, the Company’s CEO, Sue Barth, will cancel all but 424,000 of common stock held, and the Company’s secretary, Eugene Swearingen, shall cancel all but 45,000 of the common stock held prior to the Closing Date. The current CEO will retain an 18-month non-dilution right in order to maintain an ownership percentage of 4.99%. The Acquisition was subject to customary closing conditions. A copy of the Agreement dated March 24, 2017 is included as Exhibit 10.1 hereto.

The Company intends to file financial statements of Jericho in an amendment to this Current Report on Form 8-K no later than 71 days from the Closing Date. The foregoing description of the Acquisition and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement and incorporated exhibits, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.

The shares of our Common Stock to be issued in connection with the Acquisition will not be registered under the Securities Act, and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.