10-K/A

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.

2

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.

3

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.

4

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.

5

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.

6

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.

7

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.

8

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.

9

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.

10

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

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).   

I, Tony Nick, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Clancy Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant:

There are no controls as there is no activity.

Dated: February 19, 2020

By:	/s/ Tony Nick
	Name: Tony Nick
	Title: Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)

EX-31.1

Exhibit 31.1

Certification of Chief Financial Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).   

I, Tony Nick, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Clancy Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 19, 2020

By:	/s/ Tony Nick
	Name: Tony Nick
	Title: Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)