-----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, RLhwsnKLFCRVX0tgPHrTZwkPhU8Gg/TICtSeklmL00EfCrdOW4ae8yWBmrPdUvYL TQPcyhopvXD1ANR4cixwLw== 0000789318-01-500006.txt : 20010815 0000789318-01-500006.hdr.sgml : 20010815 ACCESSION NUMBER: 0000789318-01-500006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 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: 1934 Act SEC FILE NUMBER: 033-04882-D FILM NUMBER: 1710122 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 june01a.txt 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 June 30, 2001 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 August 9, 2001 is 361,617,938 shares, $.0001 par value. CLANCY SYSTEMS INTERNATIONAL, INC. INDEX Page No. PART I. FINANCIAL INFORMATION Balance Sheet - September 30, 2000 and June 30, 2001 (unaudited) 2 and 3 Statement of Operations - For the Three Months Ended June 30, 2000 and 2001 (unaudited) 4 Statement of Operations - For the Nine Months Ended June 30, 2000 and 2001 (unaudited) 5 Statement of Stockholders' Equity - For the Nine Months Ended June 30, 2001 (unaudited) 6 Statement of Cash Flows - For the Nine Months Ended June 30, 2000 and 2001 (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, 2000 and June 30, 2001 (Unaudited) ASSETS September June --------- ---- Current assets: Cash and cash equivalents $ 435,238 $ 440,408 Accounts receivable 294,521 329,455 Income taxes receivable - 29,472 Inventories (Note 2) 164,252 155,334 Prepaid expenses 12,100 1,650 ---------- --------- Total current assets 906,111 956,319 Furniture and equipment, at cost: Office furniture and equipment 154,285 80,055 Equipment under service contracts 1,270,655 1,356,631 ---------- --------- 1,424,940 1,436,686 Less accumulated depreciation (1,096,481) (1,136,956) Net furniture and equipment 328,459 299,730 Other assets: Investment in partnership 432,801 459,856 Note receivable - employee 10,618 10,310 Deposits and other 3,769 3,337 Software development costs 128,693 147,498 ------- ------- Total other assets 575,881 621,001 ------- ------- $1,810,451 $1,877,050 ========== ========== See accompanying notes 2 CLANCY SYSTEMS INTERNATIONAL, INC. BALANCE SHEET September 30, 2000 and June 30, 2001 (Unaudited) LIABILITIES AND STOCKHOLDERS EQUITY September June --------- ---- Current liabilities: Notes payable - shareholder (Note 4) $ 45,000 $ - Accounts payable 9,496 - Income taxes payable 46,000 - Deferred revenue 124,170 127,477 --------- -------- Total current liabilities 224,666 127,477 Long-term note payable - bank 90,000 - Deferred tax liability (Note 3) 11,000 - 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, 344,128,623 shares (September) and 361,617,938 shares (June) issued and outstanding 34,413 36,162 Additional paid-in capital 1,045,175 1,106,799 Retained earnings 405,197 606,612 --------- --------- Total stockholders' equity 1,484,785 1,749,573 --------- --------- $1,810,451 $1,877,050 ========== ========== See accompanying notes 3 CLANCY SYSTEMS INTERNATIONAL, INC. INCOME STATEMENT For the Three Months Ended June 30, 200 and 2001 (Unaudited) 2000 2001 ---- ---- Revenues: Sales $ 70,291 $ 64,556 Service contract income 312,438 359,557 Parking ticket collections 201,237 27,328 --------- -------- Total revenues 583,966 451,441 Costs and expenses: Cost of sales 24,178 29,226 Cost of services 137,661 128,651 Cost of parking ticket collections 19,451 27,394 General and administrative 154,934 142,068 Stock compensation 875 - Research and development (Note 5) 15,558 10,414 -------- -------- Total costs and expenses 352,657 337,753 -------- -------- Income from operations 231,309 113,688 Other income (expense): Interest income 3,620 2,429 Interest expense (5,241) (916) -------- ------- Total other income (expense) (1,621) 1,513 -------- ------- Income before provision for income taxes and gain in equity-basis partnership 229,688 115,201 Provision for income taxes (75,127) (41,386) Gain in equity basis partnership (net of tax expense of $12,041 -2000 and $484 -2001) 21,406 1,843 -------- ------- Net income $ 175,967 $ 75,658 ========= ========= Basic net income per common share $ * $ * ========= ========= Weighted average number of shares outstanding 340,200,000 361,600,000 =========== =========== * Less than $.01 per share See accompanying notes 4 CLANCY SYSTEMS INTERNATIONAL, INC. INCOME STATEMENT For Nine Months Ended June 30, 2000 and 2001 (Unaudited) 2000 2001 ---- ---- Revenues: Sales $ 127,090 $ 125,279 Service contract income 912,917 1,013,991 Parking ticket collections 297,239 97,840 --------- --------- Total revenues 1,337,246 1,237,110 Costs and expenses: Cost of sales 66,555 85,341 Cost of services 382,550 359,238 Cost of parking ticket collections 84,424 92,008 General and administrative 439,071 424,965 Stock compensation 15,225 - Research and development (Note 5) 45,060 25,814 --------- -------- Total costs and expenses 1,032,885 987,366 --------- -------- Income from operations 304,361 249,744 Other income (expense): Interest income 4,906 9,199 Interest expense (17,921) (5,985) --------- ------- Total other income (expense) (13,015) 3,214 --------- ------- Income before provision for income taxes and gain in equity-basis partnership 291,346 252,958 Provision for income taxes (96,352) (72,105) Gain in equity basis partnership (net of tax expense of $16,100 -2000 and $6,493 -2001) 28,621 20,562 -------- ------- Net income $ 223,615 $ 201,415 ========= ========= Basic net income per common share $ * $ * ========= ========= Weighted average number of shares outstanding 339,100,000 352,300,000 =========== =========== * Less than $.01 per share See accompanying notes 5 CLANCY SYSTEMS INTERNATIONAL, INC. STATEMENT OF STOCKHOLDERS' EQUITY For the Nine Months Ended June 30, 2001 (Unaudited)
Additional Common stock paid-in Retained Shares Amount capital earnings ------ ------ ------- ------- Balance, September 30, 2000 344,128,623 $ 34,413 $1,045,175 $ 405,197 Issuance of common stock in exchange for aquisition of web sites from and officer of the Company (Note 4) 17,489,315 1,749 61,624 - Net income for the nine months ended June 30, 2001 - - - 201,415 ------------ --------- ---------- --------- 361,617,938 $ 36,162 $1,106.799 $ 606,612 ============ ========= ========== ==========
See accompanying notes 6 CLANCY SYSTEMS INTERNATIONAL, INC. STATEMENT OF CASH FLOWS For the Nine Months Ended June 30, 2000 and 2001 (Unaudited) 2000 2001 ---- ---- Cash flows from operating activities: Net income $ 223,615 $ 201,415 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 179,188 157,454 Deferred income tax (benefit) expense 4,050 (11,000) Common stock issued for services and for acquisition of web sites 15,225 61,624 Changes in assets and liabilities: Accounts receivable (63,696) (34,934) Notes receivable (10,638) - Income taxes receivable - (29,472) Inventories 2,502 8,918 Prepaid expenses 9,167 10,450 Gain in equity basis partnership (44,721) (27,055) Accounts payable (11,245) (9,496) Income taxes payable 78,061 (46,000) Deferred revenue (6,886) 3,307 -------- -------- Total adjustments 151,007 83,796 -------- -------- Net cash provided by operating activities 374,622 285,211 Cash flows from investing activities: Acquisition of furniture and equipment - net (81,095) (85,976) Deposits and other (2,875) 308 Increase in software development costs (37,829) (59,373) -------- -------- Net cash used in investing activities (121,799) (145,041) Cash flows from financing activities: Payments on note payable - bank (100,000) (90,000) Payments on note payable - shareholder (75,000) (45,000) -------- -------- Net cash used in financing activities (175,000) (135,000) -------- -------- Decrease in cash and cash equivalents 77,823 5,170 Cash and cash equivalents at beginning of period 315,579 435,238 -------- -------- Cash and cash equivalents at end of period $393,402 $440,408 ======== ======== See accompanying notes 7 CLANCY SYSTEMS INTERNATIONAL, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS June 30, 2001 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, 2000 and June 30, 2001, and the results of operations and cash flows for the periods ended June 30, 2000 and 2001. 2. Inventories Inventories consist of the following at: September 30, June 30, 2000 2001 ---- ---- Finished goods $ 7,800 $ 46,600 Work in process - 23,300 Purchased parts and supplies 156,452 85,434 ------------ ---------- $ 164,252 $ 155,334 3. Income taxes The provision for income taxes for the nine months ended June 30, 2000 and 2001 is based on the expected tax rate for the year. As of September 30, 2000 and June 30, 2001, total deferred tax assets and liabilities are as follows: September 30, June 30, 2000 2001 ---- ---- Deferred tax assets $ 74,000 $ 57,000 Deferred tax liabilities (85,000) (57,000) ---------- ---------- $ (11,000) $ - 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. During the year ended September 30, 2000, the due dates of two of the remaining notes for a total of $45,000 were extended to May 1 and June 30, 2001. The notes were paid in full during the three months ended June 30, 2001. 8 4. Notes payable (continued) Bank: In October 2000, the Company extended the due date of its note payable - bank to October 15, 2001. 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. The note was paid in full during the three months ended June 30, 2001. 5. Stockholders' equity 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 shares of the Company's common stock valued at $255,344 (17,489,315 shares of common stock at $.0146 per share). The businesses were acquired in February 2001 and were recorded by the Company at the president's historical cost basis in the trademarks and proprietary technology related to the websites which approximates the par value of the shares to be issued of $1,749. This has been included on the balance sheet under software development costs. The income tax benefit to be derived from the amortization of the tax basis of the web sites is recorded as an addition of $61,624 to additional paid-in capital. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition - --------------------------------------- At June 30, 2001, the Company had working capital of $828,842 derived primarily from contract sales, as compared to working capital of $681,445 at September 30, 2000. 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 June 30, 2001, the Company generated revenues from contract sales from its professional services contracts, sales, remit-online payment processing, and privatization contracts. New contracts signed during the quarter included Children's Hospital of Denver. Revenues during the quarter were lower than the prior year's quarter by $132,525 because during the prior year's quarter the Company had a one time event of selling the Maywood backlog tickets to the Village for $150,000. Expenses decreased by 4% over the prior year's quarter. The Company reported a profit of $75,658 for the 2001 quarter as compared to a net profit of $175,967 for the prior year's quarter, which included the $150,000 Maywood buyout. 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. 10 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. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings - -------------------------- On September 19, 2000, the Company filed an action in Suffolk County Superior Court against John Short, Syracuse, New York, who posted as Darth4, MrDarth4, and other aliases on Raging Bull and other message boards. Relief sought includes monetary damages for harm done to the Company and its officers in an amount not yet determined, retraction of false and damaging statements and for the subject to cease and desist posting or discussing the Company, its officers, and any activities related thereto. Subsequent to June 30, 2001, the Company has filed for a default judgement against Mr. Short. Item 2. Changes in Securities and Use of Proceeds None Item 6. Exhibits and Reports on Form 8-K None 12 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: August 13, 2001 CLANCY SYSTEMS INTERNATIONAL, INC. (Registrant) By: /s/ Stanley J. Wolfson ---------------------------------- Stanley J. Wolfson, President and Chief Executive Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----