NT 10-Q 1 a10qext0206.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR FOR PERIOD ENDED: December 31, 2005 ------------------ ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report on Form N-SAR For the Transition Period Ended: -------------------------------------------------------- Read Instruction (on back page) Before Preparing Form. Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ----------------------------------------------------------------- PART I - REGISTRANT INFORMATION Clancy Systems International, Inc. ----------------------------------------------------------------- Full Name of Registrant ----------------------------------------------------------------- Former Name if Applicable 2250 S. Oneida St. Suite 308 ----------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Denver, Colorado 80224 ------------------------------------------------------------------ City, State and Zip Code PART 11 - RULES 12b-25(b) and (c) If the Subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ( ) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; and (X) (b) The subject annual report, Semiannual report, transition report on Form l0-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and ( ) (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, Form 20-F, Form 11-K, Form 1O-Q, Form N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.) At the request of the Company's auditing firm, Stark Winter Schenkein, the company has been required to obtain a valuation on its Puerto Rican Subsidiary, Urban Transit Solutions, to verify that the good will reflected on the Company's annual report related to Urban Transit Solutions is not in any way impaired. The Company was notified of this request on January 13, 2006 and has engaged Cbiz of Colorado to prepare and complete the valuation of the business. The Company cannot file its 10-QSB for the quarter ended December 31, 2005 until it files it annual report for the year ended September 30, 2005. Due to these pending issues, the Company's 10-QSB could not be filed until completion by auditing firm. PART IV - OTHER INFORMATION Name and telephone number of person to contact in regard to this notification: -2- Liz Wolfson 303 753-0197 ------------------------------------- -------- -------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). () Yes (X ) No For 10-KSB for the year ended September 30, 2005 has been delayed (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ( ) Yes (X) No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Clancy Systems International, Inc. ------------------------------------------------------ (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: 02/14/06 By: /s/ Lizabeth M. Wolfson -3-