CLANCY
CORP. |
CONSOLIDATED
BALANCE SHEETS |
| |
| | | |
| | |
| |
As of April 30, 2023 (Unaudited) | | |
As of July 31, 2022 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash and equivalents | |
$ | 23,994 | | |
$ | 19,511 | |
Prepaid expenses | |
| — | | |
| 212 | |
Business advances | |
| — | | |
| — | |
| |
| | | |
| | |
Total current assets | |
| 23,994 | | |
| 19,723 | |
| |
| | | |
| | |
NONCURRENT ASSETS | |
| | | |
| | |
Deposit - rent | |
| 13,865 | | |
| 14,236 | |
Right of use asset, net | |
| 4,622 | | |
| 48,831 | |
| |
| | | |
| | |
Total noncurrent assets | |
| 18,487 | | |
| 63,067 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 42,481 | | |
$ | 82,790 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
| |
| | | |
| | |
Accounts payable | |
| 20,252 | | |
| 18,377 | |
Advance from related party | |
| 732,485 | | |
| 541,750 | |
Operating lease liability | |
| 21,060 | | |
| 20,820 | |
| |
| | | |
| | |
Total current liabilities | |
| 773,797 | | |
| 580,947 | |
| |
| | | |
| | |
Operating lease liability, non-current | |
| — | | |
| — | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 773,797 | | |
| 580,947 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS EQUITY (DEFICIT) | |
| | | |
| | |
Common stock, $0.001 par value; authorized 345,000,000 shares; 153,105,464 shares issued and outstanding at July 31, 2022 and April 30, 2023 | |
| 153,105 | | |
| 153,105 | |
Additional paid-in capital | |
| 213,251 | | |
| 213,251 | |
Accumulated other comprehensive income | |
| 19,954 | | |
| 12,058 | |
Accumulated deficit | |
| (1,117,626 | ) | |
| (876,571 | ) |
| |
| | | |
| | |
TOTAL EQUITY (DEFICIT) | |
| (731,316 | ) | |
| (498,157 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | |
$ | 42,481 | | |
$ | 82,790 | |
See
accompanying notes to the consolidated financial statements.
CLANCY
CORP.
CONSOLIDATED
STATEMENTS OF OPERATIONS
for the three months and nine months ended April 30, 2023 and 2022
(unaudited)
| |
| | | |
| | | |
| | | |
| | |
| |
THREE MONTHS ENDED APRIL 30, | | |
NINE MONTHS ENDED APRIL 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenues | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Revenues - related party | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Total Revenues | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Gross loss | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Research and development expense-software | |
| 11,943 | | |
| 63,745 | | |
| 53,477 | | |
| 204,246 | |
General and administrative | |
| 66,062 | | |
| 27,108 | | |
| 187,618 | | |
| 96,220 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 78,005 | | |
| 90,853 | | |
| 241,095 | | |
| 300,466 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (78,005 | ) | |
| (90,853 | ) | |
| (241,095 | ) | |
| (300,466 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-operating income | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 17 | | |
| 9 | | |
| 39 | | |
| 56 | |
| |
| | | |
| | | |
| | | |
| | |
Total non-operating loss, net | |
| 17 | | |
| 9 | | |
| 39 | | |
| 56 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Income tax expense | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (77,987 | ) | |
| (90,844 | ) | |
| (241,055 | ) | |
| (300,411 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive item | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation fain (loss) | |
| 11,935 | | |
| 10,638 | | |
| 7,896 | | |
| 8,902 | |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss | |
$ | (66,052 | ) | |
$ | (10,638 | ) | |
$ | (233,159 | ) | |
$ | (291,509 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic weighted average shares outstanding | |
| 153,105,464 | | |
| 153,105,464 | | |
| 153,105,464 | | |
| 153,105,464 | |
| |
| | | |
| | | |
| | | |
| | |
Basic net loss per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
See
accompanying notes to the consolidated financial statements
CLANCY
CORP. |
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
(UNAUDITED) |
| |
| | | |
| | |
| |
NINE MONTHS ENDED APRIL 30, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (241,055 | ) | |
$ | (300,411 | ) |
Lease expense | |
| 42,883 | | |
| 49,704 | |
(Increase) decrease in assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| — | | |
| — | |
Prepaid expense | |
| 212 | | |
| (10 | ) |
Accounts payable | |
| 2,354 | | |
| (7,905 | ) |
Advances from customers | |
| — | | |
| — | |
Net cash used in operating activities | |
| (195,606 | ) | |
| (258,622 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from shares issued for equity financing | |
| — | | |
| — | |
Changes in due to related party | |
| 200,552 | | |
| 240,208 | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| 200,552 | | |
| 240,208 | |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND EQUIVALENTS | |
| (463 | ) | |
| (521 | ) |
| |
| | | |
| | |
NET CHANGE IN CASH AND EQUIVALENTS | |
| 4,483 | | |
| (18,934 | ) |
| |
| | | |
| | |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | |
| 19,511 | | |
| 54,375 | |
| |
| | | |
| | |
CASH AND EQUIVALENTS, END OF PERIOD | |
$ | 23,994 | | |
$ | 35,441 | |
| |
| | | |
| | |
Supplemental cash flow data: | |
| | | |
| | |
Income tax paid | |
$ | — | | |
$ | — | |
Interest paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Supplemental Disclosure of Non-cash lease activities: | |
| | | |
| | |
Recognition of right of use asset | |
$ | — | | |
$ | — | |
Recognition of lease liability | |
$ | — | | |
$ | — | |
See
accompanying notes to financial statements.
CLANCY
CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT
For
the three months and nine months ended April 30, 2023
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | |
Accumulated | | |
| | |
| |
| |
| | |
Additional | | |
Other | | |
| | |
| |
| |
Common Stock | | |
Paid in | | |
Comprehensive | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Total | |
Balance July 31, 2022 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | 12,058 | | |
$ | (876,571 | ) | |
$ | (498,157 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (93,223 | ) | |
| (93,223 | ) |
Currency Translation Adjustment | |
| — | | |
| — | | |
| — | | |
| 23,155 | | |
| — | | |
| 23,155 | |
Balance October 31, 2022 | |
| 153,105,464 | | |
| 153,105 | | |
| 213,251 | | |
| 35,213 | | |
| (969,794 | ) | |
| (568,225 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (69,845 | ) | |
| (69,845 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2023 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | 8,019 | | |
$ | (1,039,639 | ) | |
$ | (665,264 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Currency translation | |
| — | | |
| — | | |
| — | | |
| 11,935 | | |
| — | | |
| 11,935 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (77,987 | ) | |
| (77,987 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, April 30, 2023 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | 19,946 | | |
$ | (1,117,618 | ) | |
$ | (731,316 | ) |
For the three and nine months ended April 30,
2022
| |
| | |
| | |
Accumulated | | |
| | |
| |
| |
| | |
Additional | | |
Other | | |
| | |
| |
| |
Common Stock | | |
Paid in | | |
Comprehensive | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Loss | | |
Deficit | | |
Total | |
Balance July 31, 2021 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | (2,489 | ) | |
$ | (495,920 | ) | |
$ | (132,053 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (106,195 | ) | |
| (106,195 | ) |
Currency Translation Adjustment | |
| — | | |
| — | | |
| — | | |
| (1,195 | ) | |
| — | | |
| (1,195 | ) |
Balance October 31, 2021 | |
| 153,105,464 | | |
| 153,105 | | |
| 213,251 | | |
| (3,684 | ) | |
| (602,115 | ) | |
| (239,443 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (103,371 | ) | |
| (103,371 | ) |
Currency translation | |
| — | | |
| — | | |
| — | | |
| (541 | ) | |
| — | | |
| (541 | ) |
Balance, January 31, 2022 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | (4,225 | ) | |
$ | (705,486 | ) | |
$ | (343,355 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Currency translation | |
| — | | |
| — | | |
| — | | |
| 10,638 | | |
| — | | |
| 10,638 | |
Net Loss | |
| | | |
| | | |
| | | |
| | | |
| (90,844 | ) | |
| (90,844 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, April 30, 2022 | |
| 153,105,464 | | |
$ | 153,105 | | |
$ | 213,251 | | |
$ | 6,413 | | |
$ | (796,331 | ) | |
$ | (423,562 | ) |
See
accompanying notes to the consolidated financial statements
CLANCY
CORP.
NOTES TO THE FINANCIAL STATEMENTS
April
30, 2023 (Unaudited) and July 31, 2022
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Clancy
Corp. (Company) was incorporated on March 22, 2016 under the laws of the State of Nevada, USA.
On
April 13, 2020, the Company registered Shanghai Clancy Enterprise Management Co., Ltd. (Shanghai Clancy) as a wholly foreign-owned entity
and as a wholly owned subsidiary in Shanghai, China. Shanghai Clancy had no business activity from inception through April 30, 2023.
On
April 24, 2020, Shanghai Clancy registered Beijing Clancy Information Technology Co., Ltd. (Beijing Clancy) in Beijing as its wholly-owned
subsidiary and a second tier subsidiary of the Company.
From
August 1, 2020 to April 30, 2021, the Company business centered on providing IT services to a small number of clients. Beginning in May
2021, the Company terminated its IT services and re-focused its business operations to business consulting services to small and median
sized businesses. Management believes their prior business experience will enable them to assist small and medium sized companies improve
their operating efficiencies. The Company will charge its clients based on their performance. Management believes the new business model
will reduce internal overhead costs and potentially provide a larger market for its services.
NOTE
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the
three and nine months ended April 30, 2023, the Company incurred loss, an accumulated deficit and experienced negative cash flow from
operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Mr.
Meng, the major stockholder, Chief Executive Officer and sole director of Company, verbally has agreed to provide continued financial
support to the Company.
The
Companys business objective for the next twelve month and beyond such time will be to expand business operations and increase
revenue. The Company will focus on product management, digital marketing, refined user operations, performance optimization, after-sales
service, etc. to provide customers with more convenient and high- quality service experience.
The
Covid-19 pandemic presents novel challenges and a chaotic business environment globally. The duration and intensity of the impact of
the Covid-19 to business entities differ geographically. Covid-19 has a limited impact on the Companys activities since Shanghai
Clancy has no activities and Beijing Clancy operations are limited to Beijing, PRC. The impact on the Companys result of operation
and the financial statements was immaterial as of April 30, 2023.
NOTE
3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) and include the accounts of Clancy Corp. and its wholly owned subsidiaries. All
material intercompany balances and transactions have been eliminated in consolidation.
Fiscal
year end
The
Companys year-end is July 31.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5:
Recognize revenue when (or as) the entity satisfies a performance obligation.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because
of short maturity of these investments, the carrying amounts approximate their fair values.
Concentration
of Credit Risk
The
Company is exposed to credit risk in the normal course of business, primarily related to cash and cash equivalents. A portion of the
Companys cash and cash equivalents are deposited with Industrial and Commercial Bank of China Limited and Pingan Bank in the PRC,
which is not insured or otherwise protected. The Company had deposits of $23,994 as of April 30, 2023. The Company has
not experienced any losses in such accounts in the PRC.
Leases
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities recognized at
April 30, 2023 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases
where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available
at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line
basis over the lease term.
The
Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term leases.
Reporting
Currency and Translation
The
financial statements of the Companys foreign subsidiaries are measured using the local currency, Renminbi (RMB),
as the functional currency; whereas the functional currency of Clancy Corp. and reporting currency of the Company is the United States
dollar (USD or $).
The
Company has operations in China where the local currency of RMB is used to prepare the consolidated financial statements which are translated
into the Companys reporting currency, U.S. dollars. The local currency of RMB is the functional currency for the operations outside
the United States. Changes in the exchange rates between this currency and the Companys reporting currency are partially responsible
for some of the periodic changes in the consolidated financial statements. Assets and liabilities of the Companys foreign operations
are translated into U.S. dollars at the spot rate in effect at the applicable reporting date. Revenues and expenses of the Companys
foreign operations are translated at the average exchange rate during the applicable period. The resulting unrealized cumulative translation
adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders deficit. Realized and unrealized
transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable
entity are recorded in general and administrative expense in the period in which they occur. For the six months period ended April 30,
2023 and 2022 there were no realized or unrealized transaction gains and losses generated by transactions denominated in a currency different
from the functional currency of the applicable entities.
The
exchange rates used to translate amounts in RMB to USD for the purposes of preparing the consolidated financial statements were as follows:
Schedule of exchange rates | |
| | | |
| | |
| |
April 30, 2023 | | |
April 30, 2022 | |
Period end USD: RMB exchange rate | |
| 6.9240 | | |
| 6.6177 | |
Average USD: RMB exchange rate | |
| 6.9796 | | |
| 6.4222 | |
Basic
Income (Loss) Per Share
The
Company computes income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic income (loss) per
share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common
shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the
period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. In the three and nine months ended
April 30, 2023 and 2022, there were no potentially dilutive equity instruments issued or outstanding.
Financial
Instrument
The
carrying value of the Companys short-term financial instruments, such as prepaid expenses, security deposit, accounts payable
and advances, approximates their fair values because of their short maturities.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718, Compensation – Stock Compensation,
which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument
issued and recognized as compensation expense over the requisite service period. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
Recently
Adopted Accounting Pronouncements
As
of April 30, 2023 and for the period then ended, there were no recently adopted accounting standards that had a material effect on the
Companys financial statements.
Recently
Issued Accounting Pronouncements Not Yet Adopted
As
of April 30, 2023, there was no recently issued accounting standards adopted which would have a material effect on the Companys
consolidated financial statements.
NOTE
4 - OPERATING LEASE RIGHT-OF-USE ASSETS
As
of April 30, 2023, the total operating lease Right of Use assets were $4,622. The total operating lease cost was $13,754 and $15,021,
respectively, for the three-month period ended April 30, 2023 and 2022. The total operating lease cost was $41,263 and $48,380, respectively,
for the nine-month period ended April 30, 2023 and 2022.
NOTE
5 - LEASE LIABILITIES- OPERATING LEASE
Future
minimum lease payments under the operating lease as of April 30, 2023 are:
Schedule of future minimum lease payment | |
| | |
12 months ended April 30, 2024 | |
$ | 21,060 | |
12 months ended April 30, 2025 | |
| — | |
Total Lease payments | |
| 21,060 | |
Less Imputed Interest | |
| — | |
Net Lease liability | |
$ | 21,060 | |
NOTE
6 - RELATED PARTY TRANSACTIONS
The
Companys major shareholder has orally agreed to loan funds to the Company for its operations on an as needed basis. For the nine
months ended April 30, 2023 and 2022, the major shareholder loaned the Company $200,552 and $240,208, respectively.
As
of April 30, 2023 and July 31, 2022, the balance owing the major shareholder was $732,485 and $541,750, respectively. The loan is interest
free and unsecured and had no stated terms of repayment.
NOTE
7 - RESEARCH AND DEVELOPMENT EXPENSE
The
Company incurred significant expenses in research and development (R&D). For the three months ended April 30, 2023 and 2022, the
R&D expenses were $11,943 and $63,745, respectively. For the nine months ended April 30, 2023 and 2022, the R&D expenses
were $53,477 and $204,246, respectively.
NOTE
8 - INCOME TAXES
Income
tax expense was $0 for the nine and there months ended April 30, 2023 and 2022.
As
of April 30, 2023, the Company had no unrecognized tax benefits and, accordingly, the Company did not recognize interest or penalties
during the three and nine months ended April 30, 2023 related to unrecognized tax benefits. There was no accrual for uncertain tax positions
as of April 30, 2023.
There
is no income tax benefit for the losses for the three and nine months ended April 30, 2023 and 2022, since management has determined
that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such
benefits.
NOTE
9 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the
date the financial statements were available to be issued. Management is not aware of any reportable events that occurred subsequent
to the balance sheet date up to the date of filing this report.