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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) November 28, 2019
CLANCY CORP.
(Exact name of registrant as specified in its
charter)
Nevada
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333-213698
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30-0944559
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2nd Floor, BYD, No. 56, Dongsihuan South Road,
Chaoyang District, Beijing, China 100023
(Address of Principal Executive Offices) (Zip
Code)
+187-0157-1157
Registrant’s
telephone number, including area code
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 4.01 Changes in Registrant's
Certifying Accountant
On November 28, 2019, Clancy Corp. (the “Company”) engaged
Morison Cogen LLP as its independent registered public accountant (New Auditor”). On November 28, 2019, the Company notified
and dismissed Fruci & Associates II, PLLC (“Former Auditor”) as its independent registered accountant.
Pursuant to applicable rules, the Company makes the following additional
disclosures:
(a) The Former Auditor’s report on the consolidated financial
statements of the Company as at and for the fiscal years ended July 31, 2019 (i) did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports
contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern and
(ii) did not contain any “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that as set
forth in its Form 10-K for the fiscal year ended July 31, 2019, the Company identified material
weaknesses in its internal control over financial reporting. The Former Auditor did not issue any reports on the consolidated
financial statements of the Company during the period from August 1, 2019 through date of dismissal (November 28, 2019).
(b) During fiscal year ended July 31, 2019 and through November
28, 2019, there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to the Former Auditor’s satisfaction would have caused
it to make reference thereto in connection with the Former Auditor’s reports on the financial statements for such years.
During fiscal year ended July 31, 2019 and through November 28, 2019, there were no events of the type described in Item 304(a)(1)(v)
of Regulation S-K.
(c) During fiscal year ended July 31, 2019 and through November
28, 2019, the Company did not consult with the New Auditor with respect to any matter whatsoever including without limitation with
respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of
Regulation S-K.
On December 3, 2019, the Company provided the Former Auditor with
a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made therein. A copy of the letter from the Former Auditor dated December
3, 2019 is attached hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit 16.1 - Letter from Fruci & Associates, PLLC dated December 3, 2019.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CLANCY
CORP.
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(Registrant)
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/s/ Gaoyang Liu
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Gaoyang Liu
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President and CEO (Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)
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Date: December 3, 2019