UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2005
Clancy Systems International, Inc
(Exact name of registrant as specified in its charter)
Colorado 33-4882-D 84-1027964
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2250 S. Oneida #308, Denver, Colorado 80224
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 753-0197
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 - Completion of Acquisition or Disposition of Assets.
Effective September 28, 2005, the Registrant completed the acquisition
of the remaining 28% of the shares of Urban Transit Solutions, Inc.
("UTS"). UTS was previously owned 72% by the Registrant and 28% by
four individuals. The acquisition was accomplished by merger between
UTS and Klancy Newco, Inc., a wholly owned subsidiary of the Registrant
formed solely for purposes of the merger. UTS was the survivor in the
merger. The Registrant issued an aggregate of 17,500,000 of its common
stock to the four individual shareholders of UTS, at the rate of
1,250 shares of the Registrant for each UTS share held by the individuals.
A copy of the Merger Agreement is filed as an exhibit to this report.
Item 4.01 - Changes in Registrant's Certifying Accountant.
(a) On September 28, 2005, Gordon, Hughes & Banks, LLP elected
to forego repointment as our independent auditors for the fiscal
year ending September 30, 2005.
The report of Gordon, Hughes & Banks, LLP on the Registrant's
financial statements for the fiscal year ended September 30, 2004 did
not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal year ended September 30, 2004 and subsequent interim
period prior to such resignation, there were no disagreements with the
former accountants on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s) if not resolved to the satisfaction of the former
accountants would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
We have authorized the former accountants to respond fully to the
inquiries of the successor accountant concerning all financial
accounting matters related to Clancy Systems International, Inc.
None of the following reportable events occurred within our two
most recent fiscal years and the subsequent interim period preceding
the former accountant's resignation ("reportable events"):
A. The former accountant has not previously advised us that the
internal controls necessary for us to develop reliable financial
statements do not exist;
B. The former accountant has not previously advised us that
information has come to the accountant's attention that
has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be associated
with the financial statements prepared by management;
C. The former accountant has not advised us of the need to expand
significantly the scope of its audit, or that information has
come to the accountant's attention during the time period
covered by Item 304(a)(1)(iv), that if further investigated may;
1. Materially impact the fairness or reliability of either:
a previously issued audit report or the underlying
financial statements, as restated; or the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent
financial statements covered by an audit report
including information that may prevent it from
rendering an unqualified audit report on those
financial statements), or
2. Cause it to be unwilling to rely on management's
representations or be associated with the registrant's
financial statements, and
3. Due to the accountants resignation (due to audit scope
limitations or otherwise) or dismissal, or for any other
reason, the accountants did not so expand the scope of
its audit or conduct such further investigation; or
D. The former accountant has not advised us that information has
come to the accountant's attention that it has concluded
materially impacts the fairness or reliability of either (i)
a previously issued audit report or the underlying financial
statements, as restated, or (ii) the financial statements
issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements
covered by an audit report (including information that, unless
resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements),
and due to the accountant's resignation, or for any other reason,
the issue has not been resolved to the accountant's satisfaction
prior to its resignation.
We have provided former accountants with a copy of the disclosures
we are making in response to this Item 304. We have requested
the former accountant to furnish us with a letter addressed
to the Commission stating whether it agrees with the statements
made by us in response to this Item 304 and, if not, stating the
respects in which it does not agree. We have filed as an
exhibit to this Form 8-K the former accountant's letter as an
exhibit to the report containing this disclosure.
(b) Our Board of Director's approved and engaged Stark Winter
Shenkein & Co., LLP on September 28, 2005 to act as its
independent certified public accountants.
During our two most recent fiscal years or the subsequent
interim period, neither Clancy Systems International, Inc., nor
any person on our behalf consulted the newly engaged accountant
regarding either the application of accounting principles to
a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the
registrant's financial statements, where either a written report
was provided to us or oral advice was provided that the new accountant
concluded was an important factor considered by the registrant
in reaching a decision as to the accounting, auditing or financial
reporting issue. Furthermore, we have not previously consulted
the new accountants (and no one has done so on our behalf) on any other
matter that was either the subject of a disagreement (as defined
in paragraph (a)(1)(iv) of item 304 and the related
instructions to this item) or a reportable event (as described in
paragraph (a)(1)(v) of Item 304.
We have requested the newly engaged accountants to review the
disclosure required by this item (304)a before it is filed with the
Commission, and we have provided the new accountants the opportunity to
furnish us with a letter addressed to the Commission containing any new
information, clarification of our expression of its views, or the
respects in which it does not agree with the statements made by
us in this response to Item 304. We will file any such letter as an
exhibit to the report containing the disclosure required by this item.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Agreement of Merger, as filed September 28, 2005.
16.1 Letter regarding Change in Certifying Accountant
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 hereunto duly authorized.
Clancy Systems International, Inc
(Registrant)
Date: September 30, 2005
/s/Stanley J. Wolfson
Name: Stanley J. Wolfson
Title: President, Chief Executive Officer