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, 2003
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 Mr. 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 February 12, 2003 is 365,117,938 shares,
$.0001 par value.
CLANCY SYSTEMS INTERNATIONAL, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Consolidtated Balance Sheet - September 30, 2002
and December 31, 2002 (unaudited) 2 and 3
Consolidated Statement of Income - For the Three Months
Ended December 31, 2001 and 2002 (unaudited) 4
Consolidated Statement of Stockholders' Equity - For the
Three Months Ended December 31, 2002 (unaudited) 5
Consolidated Statement of Cash Flows - For the Three Months
Ended December 31, 2001 and 2002 (unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Controls and Procedures 13
Item 6. Exhibits and Reports and Form 8-K 13
1
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2002 and March 31, 2003
(unaudited)
ASSETS
September March
Current assets: --------- ------
Cash, including interest bearing accounts $ 357,315 $ 523,486
Accounts receivable 339,599 482,742
Income tax refund receivable 35,063 -
Inventories (Note 2) 148,517 127,070
Prepaid expenses 138,141 33,316
---------- ----------
Total current assets 1,018,635 1,166,614
Furniture and equipment, at cost:
Office furniture and equipment 259,595 200,562
Equipment under service contracts 1,893,995 2,538,830
Leasehold improvements 105,259 96,166
Equipment and vehicles under capital leases 356,745 195,517
---------- ---------
2,615,594 3,031,075
Less accumulated depreciation (1,170,030) (1,350,373)
---------- ---------
Net furniture and equipment 1,445,564 1,680,702
Other assets:
Deferred tax asset (Note 3) 38,200 12,100
Deposits and other 20,640 119,599
Goodwill 225,214 225,214
Software development costs, net of
accumulated amortization 150,193 164,389
---------- ----------
Total other assets 434,247 521,302
---------- ----------
$ 2,898,446 $ 3,368,618
=========== ===========
See accompanying notes.
2
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2002 and March 31, 2003
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September March
Current liabilities: --------- -----
Accounts payable $ 141,092 $ 186,762
Accrued expenses 166,159 265,238
Income taxes payable - 34,162
Current portion of long term debt 111,111 115,528
Current portion of obligations
under capital leases 132,279 89,465
Deferred revenue 110,722 116,457
----------- --------
Total current liabilities 661,363 807,612
Long-term debt, net of current portions 182,824 415,441
Obligations under capital leases,
net of current portion 53,423 56,033
Minority interest in subsidiary 142,769 139,862
Commitments
Stockholders' equity:
Preferred stock, $.0001 par value; - -
100,000,000 shares authorized,
Common stock, $.0001 par value;
800,000,000 shares authorized,
365,117,938 shares issued and
outstanding 36,512 36,512
Additional paid-in capital 1,151,547 1,151,547
Retained earnings 670,008 761,611
---------- ----------
Total stockholder's equity 1,858,067 1,949,670
---------- ----------
$ 2,898,446 $ 3,368,618
============ ============
See accompanying notes.
3
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2002 and 2003
(unaudited)
March March
2002 2003
----- -----
Revenues:
Sales $ 49,358 $ 30,892
Service contract income 345,656 639,873
Parking ticket collections 32,593 76,134
---------- -----------
Total revenues 427,607 746,899
Costs and expenses:
Cost of sales 13,055 22,001
Cost of services 133,973 202,223
Cost of parking ticket collections 25,401 29,176
General and administrative 191,522 475,501
Research and development 12,122 8,117
---------- ----------
Total costs and expenses 376,073 737,018
---------- ----------
Income from operations 51,534 9,881
Other income (expense):
Gain (loss) on disposal of assets - 43
Interest income 724 333
Interest expense - (11,128)
Minority interest in loss of subsidiary - 6,756
---------- ----------
Total other income (expense) 724 (3,996)
---------- ----------
Income before provision for income
taxes and loss in equity-basis partnership 52,258 5,885
Provision (benefit)for income taxes:
Current expense (benefit) 15,310 (10,969)
Deferred expense 4,500 13,050
---------- ----------
Total income tax expense 19,810 2,081
---------- ----------
Loss in equity basis partnership
(net of tax expense of $40 - 2002) 67 -
---------- -----------
Net income $ 32,515 $ 3,804
========== ==========
Basic net income per common share $ * $ *
========== ==========
Weighted average number of shares
outstanding 361,600,000 365,118,000
=========== ==========
*Less than $.01 per share
See accompanying notes.
4
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended March 31, 2002 and 2003
(unaudited)
March March
2002 2003
----- -----
Revenues:
Sales $ 88,753 $ 71,667
Service contract income 687,975 1,261,324
Parking ticket collections 53,823 114,420
---------- -----------
Total revenues 830,551 1,447,411
Costs and expenses:
Cost of sales 47,593 42,444
Cost of services 248,211 324,319
Cost of parking ticket collections 51,675 64,864
General and administrative 372,930 814,429
Research and development 26,245 17,042
--------- -----------
Total costs and expenses 746,654 1,263,098
--------- -----------
Income from operations 83,897 184,313
Other income (expense):
Loss on disposal of assets - (17,719)
Interest income 1,675 881
Interest expense - (22,635)
Minority interest in loss of subsidiary - 2,907
--------- ----------
Total other income (expense) 1,675 (36,566)
--------- ----------
Income before provision for income
taxes and loss in equity-basis
partnership 85,572 147,747
Provision for income taxes:
Current expense 25,355 30,044
Deferred expense 9,000 26,100
--------- ----------
Total income tax expense 34,355 56,144
--------- ----------
Loss in equity basis partnership
(net of tax benefit of $2,896 - 2002) (4,724) -
--------- ----------
Net income $ 46,493 $ 91,603
=========== ===========
Basic net income per common share $ * $ *
=========== ============
Weighted average number of shares
outstanding 361,600,000 365,118,000
=========== ============
*Less than $.01 per share
See accompanying notes.
5
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended March 31, 2003
(Unaudited)
Additional
Common Stock Paid-In Retained
Shares Amount Capital Earnings
------ ------ ------- --------
Balance, September 30,
2002 365,117,938 $ 36,512 $ 1,151,547 $ 670,008
Net income for the
six months ended
March 31, 2003 - - - 91,603
------------ ----------- ------------ -------------
Balance, March 31,
2003 365,117,938 $ 36,512 $ 1,151,547 $ 761,611
============ ========== ============ ===========
See accompanying notes.
6
CLANCY SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended March 31, 2002 and 2003
(unaudited)
March 31, March 31,
2002 2003
-------- --------
Cash flows from operating activities:
Net income $ 46,493 $ 91,603
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 97,458 247,537
Deferred income tax expense 9,000 26,100
Minority interest - (2,907)
Changes in assets and liabilities:
Investment in equity-basis partnership 7,620 -
Accounts receivable 33,499 (143,143)
Inventories (3,825) 21,447
Income taxes refundable 12,015 35,063
Prepaid expenses (93,705) 45,700
Accounts payable (16,008) 45,670
Accrued expenses - 99,077
Income taxes payable - 34,162
Deferred revenue (35,708) 5,735
---------- ----------
Total adjustments 10,346 414,441
---------- ----------
Net cash provided by operating
activities 56,839 506,044
---------- ----------
Cash flows from investing activities:
Acquisition of furniture and equipment (81,028) (451,997)
Increase in software licenses and
software development costs (28,761) (43,585)
Decrease (increase) in deposits and
other assets 70 (41,122)
--------- ----------
Net cash used in investing activities (109,719) (536,703)
--------- ---------
Cash flows from financing activities:
Borrowings on notes payable and capital
leases - 282,619
Payments on notes payable and capital
leases - (85,789)
--------- ----------
Net cash provided by financing
activities - 196,830
--------- ----------
Increase (decrease) in cash and cash
equivalents (52,880) 166,171
Cash and cash equivalents at beginning
of period 385,491 357,315
---------- ----------
Cash and cash equivalents at end of
period $ 332,611 $ 523,486
========== ============
See accompanying notes.
7
CLANCY SYSTEMS INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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, 2002 and March 31, 2003,
and the results of operations and cash flows for the periods ended
March 31, 2002 and 2003.
As a result of the July 2002 settlement agreement with
the principals of UTS (Urban Transit Solutions) we have changed
the reporting method for the Company's 60% ownership in UTS
from the equity method of accounting to presenting the
information on a consolidated basis.
The difference in presentation between the equity method
of accounting and on a consolidated basis is significant. For,
fiscal year ended 2002, Clancy presented its investment in UTS as
a single line item "investment in partnership" on the balance sheet
and as a single line item on the statement of operations. For
fiscal year ending 2003,the consolidated financial statements
combine each line item on the balance sheet and statement of
operations of Clancy with those of UTS.
2. Inventories
Inventories consist of the following at:
September 30, March 31,
2002 2003
---------- ---------
Finished goods $ 22,272 $ 30,620
Work in process 4,795 45,388
Purchased parts and supplies 121,450 51,062
----------- -----------
$ 148,517 $ 127,070
============ ===========
3. Income taxes
The provision for income taxes for the three and six months ended
March 31, 2002 and 2003 are based on the expected tax rate for the
year.
As of September 30, 2002 and December 31, 2002, total deferred tax
assets and liabilities are as follows:
September 30, March 31,
2002 2003
------------ ---------
Deferred tax assets $ 87,700 $ 109,700
Deferred tax liabilities (49,500) (97,600)
----------- ---------
$ 38,200 $ 12,100
=========== ==========
8
CLANCY SYSTEMS INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
4. Investment in UTS
Pro Forma consolidated financial information for the three and
six months ended March 31, 2003 are as follows:
Pro Forma consolidated For three For six
months ended months ended
statement of operations March 31, 2003 March 31, 2003
-------------- --------------
Total revenues $ 691,394 $ 1,377,178
Total costs and expenses (658,878) (1,330,685)
------------- -------------
Net income $ 32,515 $ 46,493
============= =============
9
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Critical Accounting Policies:
The Company has identified the accounting policies described
below as critical to its business operations and the understanding
of the Company's results of operations. The impact and any
associated risks related to these policies on the Company's
business operations is discussed throughout this section where
such policies affect the Company's reported and expected financial
results. The preparation of this Quarterly Report requires the
Company to make estimates and assumptions that affect the reported
amount of assets and liabilities of the Company, revenues and
expenses of the Company during the reporting period and contingent
assets and liabilities as of the date of the Company's financial
statements. There can be no assurance that the actual results
will not differ from those estimates.
Revenue Recognition:
Revenue derived from professional service contracts on equipment
and support services is included in income as earned over the
contract term; related costs consist mainly of depreciation, supplies
and sales commissions.
The Company defers revenue for equipment and services under service
contracts that are billed to customers on a quarterly, semi-annual,
annual or other basis.
Revenue from the issuance of parking tickets is recognized on a cash
basis when received.
Revenue derived from professional service contracts on parking meter
and lots fees collections is recognized on a cash basis when received.
Related costs consist mainly of Municipalities' fees, depreciation
and lots rents.
Computer software:
Costs incurred to establish the technological feasibility of computer
software are research and development costs, which are charged to
expense as incurred. Software development costs incurred subsequent
to establishment of technological feasibility are capitalized and
subsequently amortized based on the greater of the straight line
method over the remaining estimated economic life of the product
(generally five years) or the estimate of current and future revenues
for the related software product.
10
Good Will
On January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142 (SFAS 142), Goodwill and Intangible
Assets, which clarifies the accounting for goodwill and intangible
assets. Under SFAS 142, goodwill and intangible assets with
indefinitive lives will no longer be amortized, but will be tested
for impairment annually and also in the event of an impairment
indicator.
Material Changes in Financial Condition
At March 31, 2003 the Company had working capital of $359,004
derived primarily from contract sales and contract service, as
compared to working capital of $357,272 at September 30, 2002.
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 31,2003, the Company generated
revenues from contract sales from its professional services contracts,
sales, remit-online payment processing, privatization contract, and
meter operations in Puerto Rico. New contracts signed during the
quarter included Central Parking Mobile, AL; Central Parking Durham,
NC; and Central Parking, Cincinnati, OH. Consolidated revenues during
the quarter were higher than the prior year's quarter by 75%.
Consolidated expenses increased by 94% over the prior year's quarter.
The Company reported a profit of $3,804 ($20,691 for Clancy directly
and a loss of $16,887 for UTS)for the quarter as compared to a net
profit of $ 32,515 for the prior year's quarter. The consolidated
revenues are $746,899 ($487,469 for Clancy directly, up 14% from the
prior year's quarter, and $259,430 for UTS). The consolidated expenses
are reported as $737,018 ($471,786 for Clancy directly, 25% from the
prior year's quarter and $265,232 for UTS). Long term debt, capital
lease, and interest expenses are attributed to the obligations of UTS.
Clancy directly has no outstanding debt.
During the six months ended March 31, 2003, consolidated revenues of
$1,453,036 were higher than the prior year's period by 74%. The
Company reported a profit of $91,603 ($98,872 for Clancy directly and
a loss of $7,269 for UTS)for the six months as compared to a net
profit of $46,493 for the prior year's period. The consolidated revenues
are reported as $1,453,036 ($943,821 for Clancy directly, up 14% from
the prior year's period, and $503,590 for UTS). The consolidated
expenses are reported as $1,263,098 ($792,593 for Clancy directly, up
6% from the prior year's period and $470,505 for UTS).
General and administrative expenses increased 148% for the quarter and
118% for the six months ended March 31, 2003 due to the following
activities for Clancy: legal expenses paid during the quarter,
increased travel expenses, increased customer supply expenses (ticket
forms and envelopes), a monthly retainer fee to a consultant who works
11
for Clancy as a liaison directly with UTS. Expense increases directly
related to UTS include payment of a monthly retainer to the Clancy-UTS
liaison, infrastructure expenses related to meter installations and
general operational expenses.
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
On September 19, 2000, the Company filed an action in Suffolk County
Superior Court against Mr. John Mr. 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. In a judgment rendered by the Superior Court Department
of the Trial Court of Suffolk County, a default judgment against
Mr. Short was entered on October 31, 2001. The Judgment orders Mr. Short
to pay the Company attorney's fees and costs of $16,699 and an
additional fine of $50,000 for his willful failure to comply with a
Court order of June 28, 2001. On November 19, 2002 Short filed a Motion
for Relief of Default Judgment. The motion was denied on December 13,
2002. On December 20,2002, Short filed a Notice of Appeal from Order
12
Denying Motion for Relief from Default Judgment. This appeal is still
pending. On January 23, 2003, Short filed an Emergency Motion for Stay
of Execution of Judgment Pending Appeal from Order Denying Motion for
Relief from Default Judgment. On February 6, 2003 this Motion was
denied.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Controls and Procedures
An evaluation was performed under the supervision and with the
participation of the Company's management, including the
Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures within 180 days before the
filing date of this quarterly report.
Based on that evaluation, the Company's management, including the
CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective. There have been no significant changes
in the Company's internal controls or in other factors that could
significantly affect internal controls subject to their evaluation.
Item 6. Exhibits and Reports on Form 8-K
Section 302 Certification by Chief Executive Officer
Section 302 Certification by Chief Financial Officer
Exhibit 99.1 Section 906 Certification by Chief Executive
Officer
Exhibit 99.2 Section 906 Certification by Chief Financial
Officer
Filed herewith.
13
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, 2003 CLANCY SYSTEMS INTERNATIONAL, INC.
(Registrant)
By: /s/ Stanley J. Wolfson
Stanley J. Wolfson, President
and Chief Executive Officer
14
Section 302 Certification
Quarterly Report on Form 10-QSB
I, Stanley J. Wolfson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clancy
Systems International, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
15
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 15, 2003
/s/Stanley J. Wolfson
Chief Executive Officer
16
Section 302 Certification
Quarterly Report on Form 10-QSB
I, Lizabeth M. Wolfson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clancy
Systems International, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures 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 quarterly
reporto78is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
17
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 15, 2003
/s/Lizabeth M. Wolfson
Chief Financial Officer
18
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Clancy Systems International,
Inc. (the "Company") on Form 10-QSB for the period ended March 31,
2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Stanley J. Wolfson, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant
to 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
/s/ Stanley J. Wolfson
_______________________
Chief Executive Officer
May 15, 2003
19
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Clancy Systems International,
Inc. (the "Company") on Form 10-QSB for the period ended March 31
2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Lizabeth M. Wolfson, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted
pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
/s/ Lizabeth M. Wolfson
_______________________
Chief Financial Officer
May 15, 2003
20