Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are "forward-looking statements" in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2022, filed with the Securities and Exchange Commission ("Commission") on October 31, 2022. More broadly, these factors include, but are not limited to:



  ? We have incurred significant losses and expect to incur future losses;



  ? Our current financial condition and immediate need for capital;



  ? Potential significant dilution resulting from the issuance of new securities
    for any funding, debt conversion   or any business combination; and



  ? We are a "penny stock" company.

Description of Business

Clancy Corp. ("the Company") was incorporated on March 22, 2016 under the laws of the State of Nevada, USA. The Company initially was formed for the purpose of producing and selling handcrafted soaps.

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 January 31, 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. In May 2021, the Company ceased its IT services and re-focused its operations to provide marketing services to small and median sized businesses. Clancy is now a product marketing consulting firm that provides product marketing consulting services to clients. The Company will develop marketing programs and strategies in line with customer needs. Our marketing programs will provide clients with detailed analysis on the market data in their industry, including historical data. We also will assist clients expand their marketing communication channels including but not limited to advertisements in the business journals, electronical communication tools such as WeChat marketing programs, etc. We charge an agreed upon fee based on technical difficulties and the marketing reach of the programs.

Results of Operations

While we commenced limited operations during the first fiscal quarter of last year, at the present time, the Company still is considered a shell company as defined in Rule 504 of the Act. One of our principal business objective for the next 12 months and beyond such time will be to achieve meaningful business operations. Alternatively, if we are unable to successfully develop our business, we may seek a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




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  Table of Contents

Comparison of Three and Six Month Periods ended January 31, 2023 and 2022

Revenues

For the three months and six months ended January 31, 2023 and 2022, the Company had no revenues.

Cost of Revenues

For both the three months and six months ended January 31, 2023 and 2022, the Company had no cost of goods sold as we did not have any revenues for the respective periods.

Operating Expenses

For the three months ended January 31, 2023, the Company had total operating expenses of $69,854, consisting of $15,109 in research and development ("R&D") expense, $54,745 in general and administrative expenses. These amounts compare with total operating expenses of $103,412 consisting of $70,020 in R&D expense and $33,392 in general and administrative expense for the three months ended January 31, 2022. The decrease of $33,558 was due to the decrease in R&D expense.

For the six months ended January 31, 2023, the Company had total operating expenses of $163,090, consisting of $41,534 in R&D expense, $121,556 in general and administrative expenses. These amounts compare with total operating expenses of $209,613 consisting of $140,501 in R&D expense and $69,112 in general and administrative expense for the six months ended January 31, 2022. The decrease of $46,523 was due to the decrease in R&D expense.

Net Loss

For the six months ended 31, 2023 and 2022, the Company had a net loss of $163,068 and $209,566, respectively, for the reasons discussed above, mainly the decrease of the R&D expenses.

For the three months ended 31, 2023 and 2022, the Company had a net loss of $69,845 and $103,370, respectively, for the reasons discussed above, mainly the decrease of the R&D expenses.

Liquidity and Capital Resource

The Company had $45,525 and $19,511, respectively, in cash and cash equivalents as of January 31, 2023 and July 31, 2022.

As of January 31, 2023 and July 31, 2022, the Company had working capital deficit of $698,398 and $561,224, respectively. The increase in working capital deficit was due to increased operating expenses during the period.

The Company can provide no assurances that it can continue to satisfy its cash requirements for at least the next twelve months.




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  Table of Contents

The following is a summary of the Company's cash flows from operating and financing activities for the six months ended January 31, 2023 and 2022:



                                             Six Month Ended       Six Month Ended
                                            January 31, 2023      January 31, 2022

Net Cash Used in Operating Activities $ (135,807 ) $ (179,837 ) Net Cash Provided by Financing Activities

             161,314               154,628

Effects of Exchange rate Changes on Cash                  507                   481
Net Change in Cash                          $          26,014     $         (24,728 )



Operating Activities

During the six months ended January 31, 2023, the Company had a net loss of $163,068 and after adjusting for lease expense, increased cash amortization of prepaid expenses and decreased payment on accounts payable, net cash used in operating activities of $135,807 was recorded. By comparison, during the six months period ended January 31, 2022, the Company incurred net cash used in operating activities of $179,837, which was mainly from net loss of $209,566 for the period.

Financing Activities

During the six months ended January 31, 2023, the Company had cash provided by financing activities of $161,314, which were loans from a related party (the Company's sole officer and major shareholder). By comparison, during the nine months ended January 31, 2022, the Company had cash provided by financing activities of $154,628, which were loans from a related party (the Company's sole officer and major shareholder).

Our financial statements reflect the fact that we do not have enough revenue to cover expenses. We are at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



Contractual Obligations

None except as disclosed in the notes to the financial statements.

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