CLEV 10-K & 10-Q changes, risk factors and insider trading

In its audited financial statements as of July 31, 2024,2025, the CompanyCompany’s wasauditors issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern baseddue onto the Company’sits current financial position. OurThe Company’s ability to achieve and maintainsustain profitability and positive cash flow isdepends dependenton uponthe oursuccessful ability to successfully developdevelopment and marketmarketing ourof its products and ourgeneration abilityof to generatesufficient revenues.

Net cash used in operating activities for the year ended July 31, 20242025 was $49,781.$63. This compares to net cash usedprovided inby operating activities of $44,433$205 for the year ended July 31, 2023.2024. This change is primarily due to an increase in net losses during the year ended July 31, 2024.2025.

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 JanuaryApril 31,30, 2026, and the results of operations for the three and sixnine months ended JanuaryApril 31,30, 2026. 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.

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 JanuaryApril 31,30, 20252026), the Company’s Chief Executive Officer will cancel all but 550,000 shares of common stock held (2,951,667 shares as of JanuaryApril 31,30, 20252026), 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 JanuaryApril 31,30, 20252026). 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.

For the Three and SixNine Months Ended JanuaryApril 31,30, 2026 Compared to the Three and SixNine Months Ended JanuaryApril 31,30, 2025

The Company generated $150$790 in revenue for the three months ended JanuaryApril 31,30, 2026, which compares to revenue of $125$175 for the three months ended JanuaryApril 31,30, 2025. Our revenues increased during the three months ended JanuaryApril 31,30, 2026, due to higher parts sales.

The Company generated $55,150$55,940 in revenue for the sixnine months ended JanuaryApril 31,30, 2026, which compares to revenue of $308$483 for the sixnine months ended JanuaryApril 31,30, 2025. Our revenues increased during the sixnine months ended JanuaryApril 31,30, 2026, due to higherthe sale of a leveling unit andin partsAugust sales.2025.

Cost of sales for the three months ended JanuaryApril 31,30, 2026 was $12,$197, which compares to cost of sales of $10$55 for the three months ended JanuaryApril 31,30, 2025. Our costs of sales increased during the three months ended JanuaryApril 31,30, 2026 due to ahigher changeparts in product mix from services to parts.sales.

Cost of sales for the sixnine months ended JanuaryApril 31,30, 2026 was $1,061,$1,258, which compares to cost of sales of $69$124 for the sixnine months ended JanuaryApril 31,30, 2025. Our costs of sales increased during the sixnine months ended JanuaryApril 31,30, 2026 due to a change in product mix from services to parts and unit. Gross profit percentage increased due to the unit sold being carried at zero cost.

Operating expenses, which consisted of selling, general, and administrative expenses, and legal and professional fees for the three months ended JanuaryApril 31,30, 2026, were $13,704.$17,586. This compares with operating expenses for the three months ended JanuaryApril 31,30, 2025 of $10,227.$9,282. Our operating expenses increased during the three months ended JanuaryApril 31,30, 2026 primarily due to increases in our professional fees resulting from higher accounting and auditing fees.

Operating expenses, which consisted of selling, general, and administrative expenses, and legal and professional fees for the sixnine months ended JanuaryApril 31,30, 2026, were $48,724.$66,310. This compares with operating expenses for the sixnine months ended JanuaryApril 31,30, 2025 of $32,559.$41,840. Our operating expenses increased during the sixnine months ended JanuaryApril 31,30, 2026 primarily due to an overall increase in our professional fees resulting from higher accounting and auditing fees, as well as commissions paid.

As a result of the foregoing, we had a net loss of $15,817$19,244 for the three months ended JanuaryApril 31,30, 2026. This compares with a net loss of $12,696$11,709 for the three months ended JanuaryApril 31,30, 2025.

As a result of the foregoing, we had a net incomeloss of $862$18,382 for the sixnine months ended JanuaryApril 31,30, 2026. This compares with a net loss of $37,499$49,208 for the sixnine months ended JanuaryApril 31,30, 2025. The increaseddecreased incomeloss was due primarily to higher unit sales.

As of JanuaryApril 31,30, 2026, we had cash of $19,749.$1,121. As of July 31, 2025, we had cash of $824.

Net cash provided by operating activities for the sixnine months ended JanuaryApril 31,30, 2026 was $20,059.$1,431. This compares to net cash used in operating activities of $210$43,873 for the sixnine months ended JanuaryApril 31,30, 2025. We experienced a higherlower operating incomeloss during the sixnine months ended JanuaryApril 31,30, 2026.

Cash flows used in investing activities were $1,134 for the sixnine months ended JanuaryApril 31,30, 2026 which compares to cash flows used in investing activities of $-0- for the sixnine months ended JanuaryApril 31,30, 2025. The change in cash flows used in investing activities is due to purchases of equipment during the sixnine months ended JanuaryApril 31,30, 2026.

As of JanuaryApril 31,30, 2026, our total assets were $41,943$22,819 and our total liabilities were $662,730.$662,850. As of July 31, 2025, our total assets were $19,479 and our total liabilities were $641,128.

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 JanuaryApril 31,30, 2026, our liabilities exceed our assets by $621,820.$640,964.