-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fak6SNrKNOiSKSct5N3seD1OFuH01Oo24YtHV2pAFkZIN1KkQPR3RRdwmelv6x/h 3ti7+3gUtzYWDQrvayohZg== 0000789318-00-000006.txt : 20000517 0000789318-00-000006.hdr.sgml : 20000517 ACCESSION NUMBER: 0000789318-00-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLANCY SYSTEMS INTERNATIONAL INC /CO/ CENTRAL INDEX KEY: 0000789318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841027964 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-04882-D FILM NUMBER: 636444 BUSINESS ADDRESS: STREET 1: 2250 S ONEIDA STREET 2: STE 308 CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: 3037530197 MAIL ADDRESS: STREET 1: 2250 S ONEIDA STREET 2: STE 3308 CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: OXFORD FINANCIAL INC DATE OF NAME CHANGE: 19600201 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 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: 33-4882-D CLANCY SYSTEMS INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Colorado 84-1027964 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 2250 S. Oneida #308, Denver, Colorado 80224 (Address of principal executive offices and Zip Code) (303) 753-0197 (Registrant's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) 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 X No APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of the issuer's classes of common stock, as of May 8, 2000 is 340,989,149 shares, $.0001 par value. CLANCY SYSTEMS INTERNATIONAL, INC. INDEX Page No. -------- PART I. FINANCIAL INFORMATION Balance Sheet - September 30, 1999 and March 31, 2000 (unaudited) 2 and 3 Statement of Operations - For the Three Months Ended March 31, 1999 and 2000 (unaudited) 4 Statement of Operations - For the Six Months Ended March 31, 1999 and 2000 (unaudited) 5 Statement of Stockholders' Equity - For the Six Months Ended March 31, 2000 (unaudited) 6 Statement of Cash Flows - For the Six Months Ended March 31, 1999 and 2000 (unaudited) 7 Notes to Unaudited Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION 11 1 CLANCY SYSTEMS INTERNATIONAL, INC. BALANCE SHEET SEPTEMBER 30, 1999 AND MARCH 31, 2000 (Unaudited) ASSETS September March --------- ----- Current assets: Cash and cash equivalents $ 315,579 $ 233,613 Accounts receivable 277,155 339,725 Inventories (Note 2) 160,582 163,428 Prepaid expenses 9,167 3,667 ---------- ---------- Total current assets 762,483 740,433 Furniture and equipment, at cost: Office furniture and equipment 153,085 153,085 Equipment under service contrac 1,167,393 1,222,028 ---------- --------- 1,320,478 1,375,113 Less accumulated depreciation 926,987 1,018,782 ---------- ---------- Net furniture and equipment 393,491 356,331 Other assets: Investment in partnership 435,535 446,809 Deposits and other 17,058 19,789 Software development costs 143,195 139,261 ---------- ---------- Total other assets 595,788 605,859 ---------- ---------- $1,751,762 $1,702,623 ========== ========== See accompanying notes. 2 CLANCY SYSTEMS INTERNATIONAL, INC. BALANCE SHEET SEPTEMBER 30, 1999 AND MARCH 31, 2000 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY September March --------- ----- Current liabilities: Notes payable - related party (Note 4) $ 120,000 $ 95,000 Note payable - bank (Note 4) 240,000 160,000 Accounts payable 12,537 5,155 Income taxes payable 7,300 15,084 Deferred revenue 97,765 88,526 ----------- ---------- Total current liabilities 477,602 363,765 Deferred tax liability (Note 3) 6,000 8,700 Stockholders' equity (Note 5): Preferred stock, $.0001 par value; 100,000,000 shares authorized, none issued - - Common stock, $.0001 par value; 800,000,000 shares authorized, 336,889,149 shares issued and outstanding in September 1999 and 340,989,149 shares issued and outstanding in March 2000. 33,689 34,099 Additional paid-in capital 1,030,674 1,044,614 Retained earnings 203,797 251,445 ----------- ---------- Total stockholders' equity 1,268,160 1,330,158 ---------- ---------- $1,751,762 $1,702,623 ========== ========== See accompanying notes. 3 CLANCY SYSTEMS INTERNATIONAL, INC. INCOME STATEMENT For the Three Months Ended March 31, 1999 and 2000 (Unaudited) 1999 2000 ---- ---- Revenues: Sales $ 44,428 $ 40,993 Service contract income 293,231 280,693 Parking ticket collections 79,088 50,599 ------------ ------------ Total revenues 416,747 372,285 Costs and expenses: Cost of sales 22,099 19,422 Cost of services 129,952 112,555 Cost of parking ticket collections 73,331 33,106 General and administrative 114,220 123,386 Stock compensation - 14,350 Research and development 11,327 17,575 ------------ ------------ Total costs and expenses 350,929 320,394 ------------ ------------ Income from operations 65,818 51,891 Other income (expense); Interest income 367 878 Interest expense (8,180) (5,792) ------------ ------------ Total other income (expense) (7,813) (4,914) ------------ ------------ Income before provision for income taxes and gain (loss) in equity-basis partnership 58,005 46,977 Provision for income taxes (21,500) (15,825) Gain (loss) in equity basis partnership (net of tax benefit of $11,000 -1999 and tax expense of $1,959 -2000) (18,800) 3,315 ------------ ------------ Net income $ 17,705 $ 34,467 Basic net income per common share $ * $ * ============ ============ Weighted average number of shares outstanding 336,900,000 337,600,000 ============ ============ * Less than $.01 per share See accompanying notes. 4 CLANCY SYSTEMS INTERNATIONAL, INC. INCOME STATEMENT For the Six Months Ended March 31, 1999 and 2000 (Unaudited) 1999 2000 ---- ---- Revenues: Sales $ 146,992 $ 56,799 Service contract income 574,641 600,479 Parking ticket collections 163,330 96,002 ------------ ------------ Total revenues 884,963 753,280 Costs and expenses: Cost of sales 38,574 42,377 Cost of services 272,759 244,889 Cost of parking ticket collections 161,269 64,973 General and administrative 251,538 284,137 Stock compensation - 14,350 Research and development 23,373 29,502 ------------ ------------ Total costs and expenses 747,513 680,228 ------------ ------------ Income from operations 137,450 73,052 Other income (expense); Interest income 960 1,286 Interest expense (15,008) (12,680) ------------ ------------ Total other income (expense) (14,048) (11,394) ------------ ------------ Income before provision for income taxes and gain (loss) in equity-basis partnership 123,402 61,658 Provision for income taxes (44,500) (21,225) Gain (loss) in equity basis partnership (net of tax benefit of $15,500 -1999 and tax expense of $4,059 -2000) (27,680) 7,215 ------------ ------------ Net income $ 51,222 $ 47,648 ============ ============ Basic net income per common share $ * $ * ============ ============ Weighted average number of shares outstanding 336,900,000 337,200,000 ============ ============ * Less than $.01 per share See accompanying notes. 5 CLANCY SYSTEMS INTERNATIONAL, INC. STATEMENT OF STOCKHOLDERS' EQUITY For the Six Months Ended March 31, 2000 (Unaudited)
Additional Common stock paid-in Retained Shares Amount capital earnings ----------- ------- ---------- -------- Balance, September 30, 1999 336,889,149 $33,689 $1,030,674 $203,797 Issuance of stock services (Note 6) 4,100,000 410 13,940 - Net income for the six months ended March 31, 2000 - - - 47,648 ----------- ------- ---------- -------- Balance, March 31, 2000 340,989,149 $34,099 $1,044,614 $251,445 =========== ======= ========== ========
See accompanying notes. 6 CLANCY SYSTEMS INTERNATIONAL, INC. STATEMENT OF CASH FLOWS For the Six Months Ended March 31, 1999 and 2000 (Unaudited) 1999 2000 ---- ---- Cash flows from operating activities: Net income $ 51,222 $ 47,648 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 139,531 133,386 Deferred income tax (benefit) expense 5,000 2,700 Common stock issued for services - 14,350 Increase in accounts receivable (105,254) (62,570) Decrease in inventories 2,614 (2,846) Decrease in prepaid expenses - 5,500 Loss (gain) in equity basis partnership 43,180 (11,274) Decrease in accounts payable (37,999) (7,382) Decrease in income taxes refundable 16,000 - Increase in income taxes payable 8,000 7,784 Increase (drease) in deferred revenue 2,435 (9,239) -------- -------- Total adjustments 73,507 70,409 -------- -------- Net cash provided by operating activities 124,729 118,057 Cash flows from investing activities: Acquisition of furniture and equipment - net (78,029) (54,635) Increase in deposits and other - (14,127) Increase in software development costs (25,331) (26,261) Investment in partnership (122,500) - -------- -------- Net cash used in investing activities (225,860) (95,023) Cash flows from financing activities: Payments on note payable - bank (25,000) (40,000) Proceeds from note payable - related party 120,000 - Payments on note payable - related party - (65,000) -------- -------- Net cash provided by (used in) financing activities 95,000 (105,000) ------- -------- Decrease in cash and cash equivalents (6,131) (81,966) Cash and cash equivalents at beginning of period 91,432 315,579 -------- -------- Cash and cash equivalents at end of period $ 85,301 $233,613 ======== ======== See accompanying notes. 7 CLANCY SYSTEMS INTERNATIONAL, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2000 1. Basis of presentation The accompanying financial statements have been prepared by the Company, without audit. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of the financial position as of September 30, 1999 and March 31, 2000, and the results of operations and cash flows for the periods ended March 31, 1999 and 2000. 2. Inventories Inventories consist of the following at: September 30, March 31, 1999 2000 ------------- --------- Finished goods $ 7,160 $ 19,043 Work in process 1,052 56,150 Purchased parts and supplies 152,370 88,235 -------- -------- $160,582 $163,428 ======== ======== 3. Income taxes The provision for income taxes for the three months ended March 31, 1999 and 2000 is based on the expected tax rate for the year. As of September 30, 1999 and March 31, 2000, total deferred tax assets and liabilities are as follows: September 30, March 31, 1999 2000 Deferred tax assets $ 60,000 $ 67,800 Deferred tax liabilities (66,000) (76,500) -------- -------- $ (6,000) $ (8,700) ======== ========= 4. Notes payable Related party: During the year ended September 30, 1999, the Company executed five notes payable from a major shareholder of the Company for a total of $120,000. The notes bear interest at 8 and 9% annually, and mature through August 31, 2000. The remaining balance at March 31, 2000 is $55,000. 8 CLANCY SYSTEMS INTERNATIONAL, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2000 4. Notes payable (continued) Bank: In October 1999, the Company extended the due date of its note payable - bank to October 15, 2000. The note bears interest at 9%, with interest payable monthly and is secured by a certificate of deposit in the name of two officers of the Company. 5. Letter of intent In November 1999, the Company entered into a letter of intent to acquire two website related businesses owned and developed by the Company's president and major shareholder for 80,703,013 shares of the Company's common stock. The businesses will be recorded by the Company at the president's historical cost basis in those assets. This transaction is expected to be consummated by September 30, 2000. 6. Stockholders' equity During January 2000, the Company issued to a director, options to purchase 3,000,000 shares of the Company's common stock. The options are exercisable at $.0035 per share. During March 2000, the Company issued 3,100,000 shares of common stock to a director of the Company and 1,000,000 shares of common stock to two employees of the Company for services performed valued at $14,350 ($.0035 per share). 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition At March 31, 2000, the Company had working capital of $376,668 derived primarily from contract sales, as compared to working capital of $284,881 at September 30, 1999. The Company anticipates that working capital will be sufficient to meet its working capital requirements for the current year. Funds will continue to be used for general and administrative purposes, equipment purchases, equipment manufacturing, travel, marketing and research and development. Material Changes in Results of Operations During the quarter ended March 31, 2000, the Company generated revenues from contract sales from its professional services contracts, sales, and privatization contracts. Berkeley, CA and Oklahoma City, OK each generated revenues in excess of 5% of total revenues. Revenues during the quarter were lower than the prior year's quarter by 11% which is primarily due to the completion of the Maywood ticket issuance contract which expired on September 30, 1999. Expenses decreased by 9% under the prior year's quarter due to elimination of expenses related to the Maywood contract. The Company reported a profit of $34,468 for the 2000 quarter as compared to a net profit of $17,705 for the prior year's quarter. The Company had expenses related to a product build that began this quarter and will be completed and sold in the next quarter. Forward Looking Information Statements of the Company's or management's intentions, beliefs, anticipations, expectations and similar expressions concerning future events contained in this document constitute "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. As with any future event, there can be no assurance that the events described in the forward looking statements made in this report will occur or that the results of future events will not vary materially from those described in the forward looking statements in this document. Important factors that could cause the Company's actual performance and operating results to differ materially from the forward looking statements include, but are not limited to, (i) the ability of the Company to obtain new customers, (ii) the ability of the Company to obtain sufficient financing for business opportunities, (iii) the ability of the Company to reduce costs and thereby maintain adequate profit margins. Chat Room Disclaimer This forum of exposure to publicly traded companies presents a venue for the public to inquire about companies from other individuals as well as post opinions. The Company has no way to regulate postings nor monitor information posed on these boards. Management can only provide accurate information to shareholders and potential shareholders when contacted directly and such information can only be provided when it is based on fact and has been filed as required by law with the Securities and Exchange Commission and other regulatory agencies. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds The Company has withdrawn its letter of intent with Jubilee LLC and the transaction will not take place. In January, 2000, the Company issued shares for services to 1 director and 3 employees. This transaction is exempt from registration under Section 4 (2) of the Securities Act of 1933. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (1) (b) During the quarter ended March 31, 2000, the Registrant has filed no reports on Form 8-K (1) Filed herewith 11 Signatures 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 thereunto duly authorized. Date: May 15, 2000 CLANCY SYSTEMS INTERNATIONAL, INC. (Registrant) By: /s/ Stanley J. Wolfson Stanley J. Wolfson, President and Chief Executive Officer 12 EX-27 2 10QMAR00
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACED FROM FORM 10-QSB FOR PERIOD ENDED 3/31/00 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB FOR PERIOD ENDED 3/31/00 6-MOS SEP-30-2000 MAR-31-2000 233,613 0 339,725 0 163,428 740,433 1,375,113 1,018,782 1,702,623 363,765 0 0 0 34,099 1,296,059 1,702,623 56,799 753,280 42,377 680,228 0 0 12,680 61,659 21,225 47,648 0 0 0 47,648 0 0
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