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 October 31, 2021.

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.



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Results of Operations



While we commenced limited operations during the first fiscal quarter of this
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.



Revenues

For the three months ended October 31, 2022 and 2021, the Company had revenues of $0, respectively.





Cost of Goods Sold

For both the three month ended October 31, 2022 and October 31, 2021, 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 October 31, 2022, the Company had total operating
expenses of $93,223, consisting of $14,996 in lease expense, $51,815 in general
and administrative expenses and $26,425 in research and development expense.
These amounts compare with total operating expenses of $106,200, consisting of
lease expense of $16,642 and general and administrative expense of $19,077 and
70,481 in research and development expenses recorded in the three months ended
October 31, 2021. The decrease for the current period of $12,977 mainly was due
to the decrease in professional fees.



Net Loss

For the three months ended October 31, 2021 and 2020, the Company had a net loss of $93,223 and $106,195, respectively, for the reasons discussed above.

Liquidity and Capital Resource

The Company had $18,887 and $19,511 in cash and cash equivalents as of October 31, 2022 and July 31, 2022, respectively.

As of October 31, 2022 and July 31, 2022, the Company had working capital deficit of $612,813 and $561,224, respectively. The increase in working capital deficit was due to net loss for the current period.

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

The following is a summary of the Company's cash flows from operating and financing activities for the three months ended October 31, 2022 and 2021:





                                                                Three Month Ended       Three Month Ended
                                                                October 31, 2022        October 31, 2021

Total Net Cash Used by Operating Activities                    $           (69,277 )   $           (88,710 )
Total Net Cash Provided by Financing Activities                             69,690                  41,017

Effects of Exchange rate Changes on Cash                                   

    54                     129
Net Change in Cash                                             $               467     $           (45,564 )




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Operating Activities




During the three months ended October 31, 2022, the Company had a net loss of
$93,223 and after adjusting for lease expense, research and development expense,
prepaid expense and increase in accounts payable, a net cash used in operating
activities of $69,277 was recorded. By comparison, during the three month period
ended October 31, 2021, the Company incurred net cash used in operating
activities of $86,710.



Financing Activities



During the three months ended October 31, 2022, the Company received $69,690 in
advances from the Company's major shareholder, which resulted in $69,690 in
total net cash provided by financing activities for the period. By comparison,
during the three months ended October 31, 2021, the Company received $41,017 in
advances from the Company's major shareholder, which resulted in $41,017 in
total net cash provided by financing activities for the period.



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.



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