Amended Annual Report (10-k/a)
February 19 2020 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended September 30, 2019
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from __________ to __________
Commission
file number 333-68008
Clancy
Systems International, Inc.
(Exact name
of registrant as specified in its charter)
|
Colorado
|
84-1027964
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
2250
S. Oneida #308, Denver, Colorado 80224
(Address
of principal executive offices)
(303)
753-0197
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
|
Title of each class
|
Name of each exchange on which
registered
|
|
N/A
|
N/A
|
|
Securities
registered pursuant to Section 12(g) of the Act:
|
None
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒
No ☐
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 filing 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) during the precedent 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐ No ☒
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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 ☒
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of September 26, 2019:
$0.
As of
September 30, 2019, the registrant had 343,368,111 outstanding shares of common stock.
Explanation
The 10-K for September 30, 2018 as filed with the Securities and Exchange Commission on September 25,
2019 was erroneously filed with information that is not to be relied upon. None of the reports recently filed should be
relied upon and are only being amended solely because they can not be un-disseminated. All are being reported with no
activity, no assets or liabilities.
Clancy Systems International Inc. does not have the funds for an audit or review. All financial
information is a compilation to the best of our ability.
CLANCY SYSTEMS
INTERNATIONAL, INC.
PART I
Clancy Systems International, Inc. was in the business of
parking enforcement system is an automated system which generates parking citations. The system consisted of a hand-held,
light-weight, portable data entry terminal, a light-weight printer to generate the parking citation and a data collection
computer system to store parking citation data at the end of each day. The data was stored on in-house servers at the Company
in a cloud-computing environment. The system allowed users to print photos on the tickets as well as store the photos with the
ticket records.
During the year 2012, the Company ceased doing business
and all assets and liabilities were distributed to the majority stockholder.
Item 2. Description of Properties.
None.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
None.
PART II
Item 5(a). Market for Company's Common Stock and Related
Security Holder Matters.
The principal market on which the Company's Common Stock is
traded is the over-the-counter market and the Company's Common Stock is quoted in the OTC Bulletin Board as “CLSI”
Item 6. Selected Financial Data.
None.
Item 7. Management's Discussion and Analysis or Plan of
Operation
None.
CLANCY SYSTEMS INTERNATIONAL, INC.
BALANCE SHEETS
September 2019 and 2018
(unaudited)
ASSETS
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
–
|
|
|
|
4,562
|
|
|
Total current assets
|
|
|
–
|
|
|
|
4,562
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, at cost:
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
82,000
|
|
|
|
82,000
|
|
|
Building and building improvements
|
|
|
356,477
|
|
|
|
356,477
|
|
|
Office furniture and equipment
|
|
|
133,855
|
|
|
|
133,855
|
|
|
Equipment under service contracts
|
|
|
1,851,434
|
|
|
|
1,851,434
|
|
|
Vehicles
|
|
|
6,000
|
|
|
|
6,000
|
|
|
|
|
|
2,429,766
|
|
|
|
2,429,766
|
|
|
Less accumulated depreciation
|
|
|
(2,429,766
|
)
|
|
|
(2,429,766
|
)
|
|
Net property and equipment
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
–
|
|
|
$
|
4,562
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value; 100,000,000 shares authorized, none issued
|
|
|
–
|
|
|
|
–
|
|
|
Common stock, $.0001 par value, 800,000,000 shares authorized, 343,368,111 (2019 and 2018) shares issued and outstanding
|
|
|
33,242
|
|
|
|
33,242
|
|
|
Additional paid-in-capital
|
|
|
1,210,795
|
|
|
|
1,210,795
|
|
|
Retained earnings
|
|
|
(1,244,037
|
)
|
|
|
(1,239,475
|
)
|
|
Total stockholders' equity
|
|
|
–
|
|
|
|
4,562
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
–
|
|
|
$
|
4,562
|
|
See accompanying notes to financial statements.
CLANCY SYSTEMS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
LOSS
For the years ended September 30, 2019
and 2018
(unaudited)
|
|
|
2019
|
|
|
2018
|
|
|
Revenues
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Costs of sales
|
|
|
–
|
|
|
|
–
|
|
|
Gross profit
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
Obsolete inventory
|
|
|
4,562
|
|
|
|
15,208
|
|
|
General and administrative
|
|
|
–
|
|
|
|
–
|
|
|
Total costs and expenses
|
|
|
4,562
|
|
|
|
15,208
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,562
|
)
|
|
|
(15,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
Interest income (expense)
|
|
|
–
|
|
|
|
–
|
|
|
Total other income (expense)
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
|
(4,562
|
)
|
|
|
(15,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(4,562
|
)
|
|
|
(15,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
Weighted average number of shares outstanding
|
|
|
343,368,111
|
|
|
|
343,368,111
|
|
See accompanying notes to financial statements.
CLANCY SYSTEMS INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
For the years ended September 30, 2019 and 2018
(unaudited)
|
|
|
Common Stock
Shares
|
|
|
Amount
|
|
|
Additional
paid-in
capital
|
|
|
Retained
earnings
|
|
|
Balance, September 30, 2016
|
|
|
343,368,111
|
|
|
$
|
33,242
|
|
|
$
|
1,210,795
|
|
|
$
|
(1,213,620
|
)
|
|
Net loss for the year ended September 30, 2017
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(15,208
|
)
|
|
Balance, September 30, 2017
|
|
|
343,368,111
|
|
|
|
33,242
|
|
|
|
1,210,795
|
|
|
|
(1,224,266
|
)
|
|
Net loss for the year ended September 30, 2018
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(4,562
|
)
|
|
Balance, September 30, 2018
|
|
|
343,368,111
|
|
|
$
|
33,242
|
|
|
$
|
1,210,795
|
|
|
$
|
(1,244,037
|
)
|
See accompanying notes to financial statements.
CLANCY SYSTEMS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
For the years ended September 30, 2019
and 2018
(unaudited)
|
|
|
2019
|
|
|
2018
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,562
|
)
|
|
$
|
(15,208
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
–
|
|
|
|
–
|
|
|
Loss (gain) on sale of marketable securities
|
|
|
–
|
|
|
|
–
|
|
|
Deferred income tax benefit
|
|
|
–
|
|
|
|
–
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
–
|
|
|
|
–
|
|
|
Inventories
|
|
|
4,562
|
|
|
|
15,208
|
|
|
Prepaid expenses
|
|
|
–
|
|
|
|
–
|
|
|
Net cash provided by operating activities
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
–
|
|
|
|
–
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
–
|
|
|
|
–
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
–
|
|
|
$
|
–
|
|
See accompanying notes to financial statements.
CLANCY SYSTEMS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2019 and September 30,
2018
(unaudited)
1. Organization and Summary of Significant Accounting Policies
Organization:
Clancy Systems International, Inc.
(the "Company") was organized in Colorado on June 28, 1984. The Company is in the business of developing and marketing
parking ticket writing systems, internet payment remittance systems, and internet industry guides. The Company's revenues were derived
primarily from cities, universities and car rental companies throughout the United States and Canada. The Company manufactured
some of its equipment for field operations, including printers, chargers, mobile device keypads and other items used in its applications.
The Company ceased doing business in 2012 and distributed
any remaining assets to its major shareholder.
2. Inventories
In 2012, most of the assets
and liabilities were disposed in a share exchange. Inventory was totally writtin off during this year.
3. Stockholders’ Equity
As of September 30, 2019, there
were 800,000,000 shares authorized and 343,368,111 shares outstanding with 190 shareholders of record.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
This annual report does not include an attestation report of
the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's report in this annual report.
PART III
Item 10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
Item 13. Certain Relationships of Certain Beneficial Owners
and Management and Related Stockholder Matters.
Item 14. Principal Accounting Fees and Services.
PART IV
Item 15. Exhibits , Financial Statement Schedules.
(a) Exhibits.
The following is a complete list of exhibits filed as a part
of this Report on Form 10-K and are those incorporated herein by reference.
31.1 Certification Pursuant to 18 USC Section 302
31.2 Certification Pursuant to 18 USC Section 302
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
Clancy Systems International, Inc.
|
|
|
|
|
|
By:
|
/s/ Tony Nick
|
|
|
|
Tony Nick
Chief Executive Officer
|
Date: February
19, 2020