UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549

                       FORM 10-KSB

X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended:  September 30, 2001

	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 Company 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
      (Company's telephone number, including area code)

                        N/A
     (Former name, former address and former fiscal year,
               if changed since last report)

   Securities registered pursuant to Section 12(b) of the Act:
                              None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Company (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, and (2) has
been subject to such filing requirements for the past 90 days.

   (1) Yes __X__   No _____
   (2) Yes __X__   No _____










<PAGE>

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendments to this Form 10-KSB.  [X]

     The Company's revenues for its most recent fiscal year were
$1,631,590. The aggregate market value of the voting stock held by
nonaffiliates (based upon the average of the bid and asked price
of these shares on the over-the-counter market) as of January 4,
2002 was approximately $1,615,111

Class                        Outstanding at January 4, 2002

Common stock, $.0001 par value           361,617,938 shares


Documents incorporated by reference:  None

Transitional Small Business Disclosure Format:

               Yes___ No  X



<PAGE>

              CLANCY SYSTEMS INTERNATIONAL, INC.
                       Form 10-KSB
                         PART I

Item 1.  Description of Business

     (a)  Business Development.  In April 1987 Oxford Financial,
Inc. (Oxford) merged with Clancy Systems International, Inc.
(Old Clancy).  Oxford, as the surviving company in the merger,
changed its name to Clancy Systems International, Inc. (the
"Company or Company").  Oxford was organized under the laws of
the State of Colorado on March 3, 1986.  Old Clancy was organized
under the laws of the State of Colorado on June 28, 1984.

     The Company designs, develops and manufactures automated
parking enforcement systems primarily for lease to municipalities,
universities and institutions, including a ticket writing system
and other enforcement systems.

     The Company has installed numerous parking enforcement
systems for various clients, towns and universities.
The Company also has installed numerous systems through joint
venture relationships.  See "Phoenix Group Systems" and "Urban
Transit Solutions" below.  To augment the enforcement element
of the system, the Company markets the original Denver Boot
and other enforcement tools.  By utilizing an integrated
approach, the Company offers a complete parking citation
processing system including tracking, enforcement, collection
and automatic identification of delinquent violators in an
effective and efficient manner.

     The Company also acquired and developed several stand alone
computer programs for special niche operations including
IDBadge.com, WhatsImportantNow.com, VirtualPermit.com, Remit-
online.com and Expo1000.com. The Company acquired Expo1000.com and
Remit-online.com during fiscal year 2001. The Company developed
IDBadge.com, WhatsImportantnow.com and VirtualPermit.com
internally.

     The Company also provides hardware and software for special
projects for Hertz Corporation including a project called Fleet
Control.  Fleet Control was developed in 1987 as an internal

-1-

<PAGE>








security system used by Hertz to track the transfer of cars
between locations.

    The Company's principal executive offices are located at 2250
S. Oneida Street, #308, Denver, Colorado 80224 and its telephone
number is (303) 753-0197.

  (b)     Business of the Issuer.

  (b),(1),(2)  Principal Products or Services and Markets and
Distribution Methods.  The Company's parking enforcement system is
an automated system which generates parking citations.  The system
consists of a hand-held, light-weight, portable data entry
terminal, a light-weight printer to generate the parking citation
and a data collection computer system to store parking citation
data at the end of each day.  The data entry terminal includes
features such as large keys for use with gloved hands, easily
readable liquid crystal display, phosphorescent keypad for
illuminated night use and a large memory.  The printer contains a
"no-wait" buffer which acts to eliminate delay in entering
citation data. The printer has been streamlined and along with the
hand-held terminal weighs only three and one-half pounds and is
battery charged to last for at least eight hours with overnight
recharging capability.  The citations are printed on a continuous
fan fold flat form.  The data collection computer is used for
uploading and downloading data and contains the capacity for
interfacing directly, or data transfer to a user's mainframe
computer.  There are currently approximately 1650 ticket-writing
units in operation.

     The Company's system also includes a complete back office
processing and filing system.  The Company provides computers,
printers and software to enable the user to do state Department of
Motor Vehicle lookups, maintain citation information storage and
recall, generate delinquent notices and have immediate access to
files of all tickets previously written.  In addition, the
Company's system maintains a current, readily accessible list of
vehicles with multiple outstanding citations, stolen vehicles, or
vehicles otherwise wanted by local law enforcement officials.  The
system also generates reports of citations by number and officer,
revenues collected, names of scofflaws, officer productivity and
other reports as deemed necessary or valuable to the agency.

  The Company offers Internet payment processing  of tickets and
clearing of funds for its clients and industry affiliates.  The
program accepts credit cards and checks at its Remit-online Web
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<PAGE>









site 24 hours a day.  As the items are accepted, email
notification goes immediately to the client for notification and
posting of payment.  Settlement of funds is weekly or monthly per
contract arrangement.

     A new service offered to clients during the 2001 year is a
permit fulfillment program.  Purchasers can purchase permits at
on-line web addresses for specific agencies.  Payment processing
will be done for checks and credit cards and the permits will be
mailed directly for the agencies.

     The Company's contracts for its parking enforcement systems
generally provide that the Company will provide the ticketwriters,
a back office processing system, custom software and training and
support in consideration of a fee per citation issued, a monthly
fee for computer equipment rental and/or a set  monthly fee.
Occasionally, the Company will provide its system through an
outright sale rather than through its typical lease arrangement.
The Company generally warrants its equipment, provides updating
and improvements to its system hardware and software and provides
customary indemnification. The Company also contracts its systems
under a privatization program whereby the Company provides a
complete facilities management program for the client.  The
operation includes personnel to operate the system, issue tickets,
and take care of enforcement tasks, along with the collection of
ticket revenues, backlog ticket collections and other related
duties.  These programs are offered under a revenue guarantee or
revenue split contract.

   The Company currently has systems installed in municipalities
and universities representing approximately 8,000,000 tickets
issued per year.

The Denver Boot

     The Denver Boot is a metal clamp which is fastened around a
wheel which effectively prevents a vehicle from being moved.  The
Denver Boot is removed by unlocking a padlock.  The Company
acquired all rights to the product in a transaction with Grace
Berg in June of 1994.  The Company  paid Mrs. Berg a royalties on
all sales for a period extending through  June 1999.   The Denver
Boot is used by a number of law enforcement agencies on vehicles
with multiple offenses. The Denver Boot can be integrated into the
Company's parking control and enforcement system or may be sold
separately.  The Company recently introduced a Super Boot to fit
some of the larger pickup trucks and SUV models.
-3-

<PAGE>








Fleet Control

     The Company sells charger/communication cradles to the Hertz
Corporation for its fleet control project and maintains the
equipment for Hertz under a maintenance service contract
agreement.

Phoenix Group Systems

     In joint venture with Phoenix Group, of Torrance, California,
the Company has installed computerized parking citation issuance
systems at Phoenix Group client locations. The data is then sent
to Phoenix Group for ticket collection.  These clients write
approximately 400,000 tickets per year.

     (b)(3)  Status of Publicly-Announced New Product or Services.

Remit-online.com

    Remit-online.com is an Internet based payment processing
system which allows for credit card and check payments to be made
for parking citations and other payment processing activities.
The business was developed independent of Clancy and funded by
Stanley Wolfson, the President of Clancy.  The Company acquired
Remit-online.com (with Expo1000.com) from  Wolfson in February
2001, in exchange for 17,489,315 shares of Clancy Systems
International, Inc. restricted stock.

     Remit-online.com has been expanding and is being offered to
all clients of the Company as well as to other parking industry
businesses.  The company is able to process credit card and check
payments through services provided by 3rd parties. The company
receives a processing fee for each transaction.  As each
transaction is processed, notification is sent to the paid agency
by email so that posting of the account can be made promptly as
parking citations are date critical regarding amount due and
potential late fees.  Settlement of collected funds between the
Company and the agency is made based on contractual agreement
either weekly or monthly.

Expo1000.com

     Expo1000.com is an Internet based industry guide that is
structured as a virtual trade show with links to the actual
exhibitors Web sites.  Expo1000.com was developed and funded
independent of the Company, and acquired from Stanley J. Wolfson
-4-
<PAGE>









with the Remit-online business on November 18, 1999. The final
agreement and issuance of shares took place in early 2001.

     The business is being developed for specific industries with
focus at this time on Parking and Mobile Computing.  Other expos
are being developed.  Expo1000.com contains an internal search
engine which searches key words industry specific.  Client company
listings are available by company name, product, as well as search
engine within the industry.  The listings will be subscription
based and billed annually.  To make the site viable, the primary
focus in addition to selling the listings is to increase the
visits and exposure to sites. The Expo1000.com site highlights
"what's new" for the industry (press releases, new product
announcements, new service announcements). The site contains a
message board and an email services to its subscribers and its
visitors.

WhatsImportantNow.com

     This is a PC based messaging program which allows user to
send critical data and messages to pagers and cell phones. This
program is marketed as a stand alone product and is sold for $79
per license. While available for purchase to outside customers,
this program is made available to the Company's clients and is
used extensively in house.

IDBadgemaker.com

     This is a PC based badge and security ID program that is used
in conjunction with digital photos to allow user to easily and
inexpensively make two-sided ID badges (with critical information
and bar codes).  The program is sold as a stand alone program and
has been marketed  directly to our clients as well as through
several on-line software product/download sites such as
Download.com.  The product sells for $199 per license.  The
download version can be used for demonstration with the word DEMO
stamped across any badge produced.  The Company has had a great
deal of interest in the program and sales are commencing on a
regular basis.  The program receives "excellent" ratings at
download.com.

VirtualPermit.com

     This program is a paperless permit system now being used by
many of the Company's clients.  It includes monitoring lots and
garages, inventory of spaces, and can validate active or lapsed
permits.
                              -5-
<PAGE>









      (b)(4)  Competition.  The Company is aware of several other
companies that currently offer an automated ticket writing system:
Enforcement Technologies, Inc.; Cardinal; Com-Plus; DMS;  Radix-T-
2, and others. The Company believes that it is able to compete
effectively in the field because of its fee per citation and
leased system marketing approach which eliminates any significant
capital expenditures by the user, its excellent program for
customer support and because of the various enforcement products
which it offers to complement its system.

     Initially, the Company provides potential parking control
clients with consulting services to analyze the client's ticketing
and enforcement needs.  The Company then develops a proposal based
upon those needs, which indicates how the Company's system and
related products would aid the client in achieving the two primary
goals of ticket writing and enforcement:  creation of an equitable
enforcement policy and an increase in revenues.  The Company
believes that a system which is perceived by the public to provide
a greater certainty of enforcement will result in a greater
willingness upon the part of the public to promptly and
consistently pay fines, thus increasing the flow of revenues to
the client.  Depending upon the size of the client, the Company's
services may range from the simple sale of hardware (i.e., the
Denver Boot) to providing a ticketing and enforcement system and
related equipment through a lease or sale arrangement, training
users and handling data processing of tickets and the collection
of fines.  The Internet based services added to client programs as
well as the Remit-online.com payment processing program makes the
Company's system more comprehensive and advantageous than
competitor systems.

     Although a few of the Company's systems provide for the
purchase of systems or fees based on set monthly amounts, the
Company has been marketing its system and other products to
municipalities, universities, colleges, institutions and parking
companies primarily under a professional services contract  geared
to a transactional or per citation basis.  The Company supplies
all hardware, software, training, supplies and maintenance for the
system, thus eliminating all significant capital expenditures by
the user.





                              -6-

<PAGE>










    The Company markets its ticket writing and enforcement system
directly to municipalities, universities, colleges, institutions
and parking companies through commissioned sales representatives
and members of management.  The Company currently has marketing
alliances with two organizations throughout the United States.
The Company's management attends trade shows and makes direct
sales calls.

     (b)(5)  Raw Materials and Principal Suppliers.  The Company
purchases its hand-held computers from outside vendors and the
Company builds the printer units that incorporate the hand-held
terminal. The hand-held terminals for the parking enforcement
system and rental car return system are identical and the hand-
held terminals for the rental car inventory control system are
different only in that they have an expanded memory and a bar code
wand for identifying vehicles for inventory control purposes.  The
printer units for the various systems are the same.  The Company's
latest generation printers feature injection molded cases and an
automatic top-of-form feature for the paper feed.  Other new
technology for the electronics enable interfacing with auxiliary
hardware such as radio communications devices, magnetic credit
card readers and other peripheral devices.  The Company obtained a
patent on its printer in April 1991. The Company purchases its
hand-held terminals from several different vendors who sell
computers that are all comparable in quality.

    Component parts for the Company's products are purchased from
various sources.  The Company has established relationships with
various vendors for such parts.  The Company is not reliant on
sole source vendors for any item which provides alternative
sources of supply to ensure availability.

    The Company's paper products are purchased from outside
vendors.  Should any of these vendors be unable to supply these
specialized products, the Company believes that there are many
other available sources of supply.

     The Company introduced a new line of printers which are
manufactured in "hot" colors of clear plastic in the colors berry,
watermelon, lime, mango, grape and clear.  Another new item is the
short range RF printer which is a cordless model with RF interface
to handheld terminals.  The Company has begun the engineering of a
new printer to interface to Palm Computing devices.  In December
2001, the Company will began production of a special
keyboard/cradle for the Palm 500 series and in February 2002, the
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Company will begin manufacturing a new printer to interface
directly to the Palm 500 series models.

     New software products introduced by the Company during 2000,
which complement the parking citation issuance programs, include:
ID BADGEMAKER (which is sold for $199 per license) and
PalmTicketer which is a program to issue special event tickets.
The Company has enhanced features on its ticket processing system;
digital photo system; virtual permit system which is a fully
operational permit issuance, payment and tracking system which
reduces paperwork, decal distribution and employee time to
administer a parking permit program; a daily permit one use
parking permit program for short duration parking validation; an
employee badge ID system which can be used by parking systems,
rental car systems, and other industries; a management alert
system which is an automated data analysis program which emails
information and alerts  directly to management to reveal such
information as permit violations, ticket issuance productivity
numbers, revenue numbers and other  strategic and timely
information.   New software products introduced during the year
2001 include the on-line permit renewal system.

    (b)(6) Significant Customers.  Presently, the Company has 116
customers. No customer has generated more than 7% of total
revenues.  The City of Berkeley, California; the City of Yonkers,
and Phoenix Group are customers each generating more than 5% of
the Company's revenues for the year ended September 30, 2001.  The
Company continually updates the hardware and software products
provided to these and all of its customers in an effort to ensure
quality service and customer satisfaction.

     Berkeley, California.  On September 8, 1989 the Company
entered into a contract with the City of Berkeley, California to
provide a parking enforcement system to issue citations, assemble
data and interface to the City's database.  Under the contract the
Company provides hardware, custom software, maintenance, training
and support.  The Company  receives a fee per valid citation
issued. The contract term has been extended through January 31,
2002. The Company has agreed to warrant all hardware and to
replace or repair any broken hardware free of charge.  The Company
has agreed to indemnify the City, its officers, agents and
employees against any claims arising out of the Company's
performance under the contract. The City has the right to
terminate the contract with 30 days written notice.  The system
currently provides hardware for 30 parking control officers.
During fiscal year 2001, the revenues from the City of Berkeley
                               -8-

<PAGE>








system represented approximately 6.2% of the Company's total
revenues.

     Yonkers, NY.  On July 1, 1995, the Company entered into a
contract with Yonkers, NY to provide a parking ticket issuance
system for its Parking Violations Bureau and its Yonkers Parking
Authority.  The Company provides hardware, custom software,
maintenance, support and supplies.  The Company receives a fee for
each citation form purchased.  During fiscal year 2001, revenues
from the City of Yonkers system represented approximately 5% of
the Company's total revenues.

     Phoenix Group, Torrance, CA.  In a joint venture arrangement
with Phoenix Group, Clancy provides ticket issuance systems to
Phoenix Group clients based on transactional pricing schedules
related to ticket issuance volume.  All billings go through
Phoenix Group, although Clancy services the clients directly.  In
the year ended September 30, 2001, sales to Phoenix Group
represented 7% of the Company's total revenues.

     Privatization Contracts. .  In a contract for privatization,
the Company provides a full facilities management operation for
the city of Logan, UT.  The Company provides personnel, vehicles,
an office, ticket issuance and ticket payment processing.  The
contract provided for a $35,000 annual revenue guarantee to the
city for the first year.  For subsequent years, the Company pays
the City a 50/50 split after all expenses are paid.

     Urban Transit Solutions, Puerto Rico. In February 1998, the
Company acquired 60% ownership in a partnership with Urban Transit
Solutions (UTS). The Company  committed to $500,000 in funding to
UTS between January 20, 1998 and April 30, 1999.  At September 30,
2001, the Company had paid $500,000 to UTS. UTS currently has
contracts in Mayaguez, Humacao and Cauguas Puerto Rico.  In
Mayaguez, UTS has installed 600 parking meters and will be
responsible for collection of parking meter revenues.  In Cauguas,
UTS leases a parking facility from the City and collects the
parking revenues from the lot. In Humacao, UTS installed meters
and collects revenues from the meters.  UTS anticipates additional
contracts in Puerto Rican cities for meter installation and
collections.  Their marketing approach has been to bring Puerto
Rican cities into the 21st century by organizing parking
operations and providing current technology to modernize city
operations. The Company reported a gain of $21,358 at September
30, 2001 on its ownership of the UTS partnership. See
legal proceedings.
                          -9-
<PAGE>










     (b)(7)  Patents and Licenses.  The Company obtained a
patent (#5,006,002) for its printer used in its parking
enforcement, rental car return and inventory control systems in
April 1991. This patent expires April 2008.

      The company also obtained a patent for a printer latch on
June 27, 2000. The patent expires in June 2019.

     (b)(8)    Need for Governmental Approval.  None.

     (b)(9)    Effect of Governmental Regulations.  None.

     (b)(10)  Research and Development.  In order to keep its
products and systems from becoming obsolete, the Company regularly
modifies and updates its hardware and software.  In order to
streamline its ticket writing and car rental equipment, the
Company has redesigned the printer so that it weighs only
two and three quarters pounds. New battery technology has also
allowed the Company to reduce the weight in the printers.

    During fiscal 2000/2001, Clancy completed development of a new
printer to interface to Palm handheld devices.  The printer is
scheduled for production in late February 2002.   It will
incorporate a state of the art print mechanism, light weight
battery technology and flat forms.

    The Company is developing  a keyboard and cradle for Palm
devices.

     Management keeps informed of new developments in components
so that the printer is up-to-date, fast and suits user
requirements. The Company communicates with vendors on a regular
and ongoing basis so that management is aware of upgraded
components, new components and new processes to upgrade its
hardware.  By adapting its equipment to user needs and keeping
current of the latest technology, the Company anticipates that its
enforcement ticket writing and rental car systems will not become
obsolete. The company is currently developing new applications
with the new printer and Palm computing devices which will move
outside the parking and rental car industries. The Company's
software is developed in-house by four full-time programmers and
by Stanley J. Wolfson, the Company's President and a director.

     The Company's software is maintained and updated on a regular
basis.  The software for the enforcement system ticketwriter and
rental car return systems were developed by Stanley Wolfson.  The
                             -10
<PAGE>









software for the Fleet Control inventory control system initially
was developed by Mr. Wolfson in his capacity as an officer and
employee of Stan Wolfson and Associates, Inc., and subsequently
was transferred to the Company.  The software allows the
ticketing, rental and inventory information to be entered and
stored and the tickets, rental agreements and inventory
information to be printed. The user of the enforcement system also
may use the computer to look up information relating to possible
stolen or multiple violation vehicles.

     The office computer software allows the daily ticket and
rental and inventory information to be transferred from the
portable units to a central computer.  The information is compiled
and then processed further according to user requirements.

     Through sophisticated communications software, the Company is
able to update, modify, repair, enhance and change most software
at the client's location via a modem and the Internet.

     The Company spent $59,170 and $42,296 on research and
development activities for the fiscal years ended September 30,
2000 and 2001, respectively.  None of the cost of such activities
was borne directly by the customers.

     (b)(11)  Compliance with Environmental Laws.  Compliance with
federal, state and local provisions regulating the discharge of
materials into the environment or otherwise relating to the
protection of the environment will have no material effect on the
capital expenditures, earnings and competitive position of the
Company.  The Company has entered into an arrangement with RBRC
for the recycling of all batteries.

     The Company donates its used computer equipment to various
churches.  The program has been very successful as the computers
are capable of early computer training programs even though they
are no longer acceptable to operate the Company's systems.

     (b)(12)  Employees.  The Company currently has thirteen
employees in Company operations and 6 employees in privatization
projects, all of whom are employed on a full time basis.

Item 2.    Description of Properties.

     The Company is leasing approximately 1,700 square feet of
office space located at 2250 South Oneida Street, #308, Denver,
                          -11-

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Colorado for its corporate offices for $2283 per month pursuant to
a lease agreement with an unaffiliated party which expires May 31,
2002.

     The Company also leases approximately 3,000 square feet of
manufacturing space located at 5789 S. Curtice, Littleton,
Colorado, from an unaffiliated party. Rental payments are $630 per
month pursuant to a lease agreement that expires August 1, 2002.

     The Company leases an office in Logan, Utah which is
approximately 700 square feet from an unaffiliated party.  Rental
payments are $578 per month plus utilities pursuant to a lease
agreement which expires June 10, 2002.

     The Company believes that these facilities are suitable and
adequate for its needs.

Item 3.     Legal Proceedings.

In August 2000, the Company hired the law firm of Bingham Dana Ltd
to commence actions on behalf of the Company against several John
Does that bashed the company by posting false information about
the Company and its officers and directors on the Raging Bull
Internet chat room site and other chat rooms.  On September 19,
2000, the Company filed an action in Suffolk Superior Court
against John Short, Syracuse NY, who posted as Darth4, MrDarth4
and possible other aliases. 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. The
Company is currently pursuing identities of and subsequent action
against several other John Does.

In a judgement rendered by the Superior Court Department of the
Trial Court of Suffolk County, MA, a default judgement against Mr.
John Short was entered on October 31, 2001.  The judgement orders
Short to pay the Company attorney's fees and costs of $16,699.61
and an additional fine of $50,000 for his willful failure to
comply with a Court order of June 28, 2001.  Mr. Short filed an
appeal on December 2, 2001, 3 days late of the 30 day appeal
period.  The Company is filing a motion to strike the notice of
appeal as untimely.

                               -12-


<PAGE>









In a civil action filed by the Company in the District Court of
Puerto Rico on August 22, 2001, the Company has filed for remedies
for non performance by Urban Transit Solutions.  The company seeks
a declaratory judgement, injunctive and mandatory relief, as well
as damages and loss of profits from the defendants for their
actions in systematically and intentionally denying and excluding
Clancy from all of its rights in Urban Transit Solutions.  A trial
date has not been set.

In an action filed against the Company by Philip Benjamin Davis in
the Circuit Court for the City of Richmond, Davis seeks Judgement
against the Company for payment of a finder's fee for the
opportunity to invest in Urban Transit Solutions as well as other
compensation for contracts in Richmond, VA, North Carolina State
University, and Charleston SC.  The Company had commission
agreements with Davis for Richmond VA and North Carolina State
University through August 1998.  All commissions due Davis were
paid in full.  Davis was not the sole procuring agent for the sale
of the system in Charleston SC and was paid a 10% finders fee
which he agreed to and knowingly accepted as payment in full.  No
compensation agreement was ever reached between Clancy and Mr.
Davis in relation to Urban Transit Solutions.  In addition all the
terms presented to Clancy by Mr. Davis as a reason for investment
in UTS have not come to fruition or been honored.  Venue has been
changed to the Eastern District of the Virginia Federal Court.
The Company is seeking damages against Mr. Davis.



Item 4.    Submission of Matters to a Vote of Security Holders.

     None.














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<PAGE









PART II


Item 5(a). Market for Company's Common Stock and Related Security
Holder Matters.

     The principal market on which the Company's Common Stock is
traded is the over-the-counter market and the Company's Common
Stock is quoted in the OTC Bulletin Board.

     The range of high and low bid quotations for the Company's
Common Stock for the last two fiscal years are provided below.
The quotations are obtained daily from Yahoo.com stock quotations
via the Internet. These over-the-counter market quotations reflect
inter-dealer prices without retail markup, markdown or commissions
and may not necessarily represent actual transactions.


                             High bid   Low bid
10/1/99 - 12/31/99           .025        .007
1/1/00  - 3/31/00            .510        .019
4/1/00  - 6/30/00            .200        .050
7/1/00  - 9/30/00            .090        .040
10/1/00 - 12/31/00           .031        .015
1/1/01  - 3/31/01            .031        .015
4/1/01  - 6/30/01            .02         .01
7/1/01  - 9/30/01            .01         .005


     On December 31, 2001 the reported bid and asked prices for
the Company's Common Stock were $.006 and $.007, respectively.

     The approximate number of record holders of the Company's
Common Stock on January 4, 2002 was 610.

     The Company has paid no dividends with respect to its Common
Stock.

     There are no contractual restrictions on the Company's
present or future ability to pay dividends.






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<PAGE>









Item 6.   Management's Discussion and Analysis or Plan of
          Operation

     From fiscal 2000 to fiscal 2001 revenues increased by
approximately 2%.   The Company's parking enforcement systems
research and development costs decreased from $59,170  to $42,296,
or 28.5% from fiscal 2000 to fiscal 2001.  General and
Administrative costs increased by 11.3% from 2000 to fiscal 2001.
The increase in General and Administrative costs is related to
increase in expenses including legal fees.  The Company reported
an after tax profit of $201,400 for fiscal 2000 as compared to an
after tax profit of $168,022 for fiscal 2001.  The Company
disposed of and charged off obsolete components and fixed assets
during this business year.

     From fiscal 1999 to fiscal 2000 revenues decreased
approximately 10.5%.    The Company's parking enforcement research
and development costs increased from $52,185 to $59,170 or 13.4%,
from fiscal 1999 to 2000.  General and administrative costs
decreased  by 4.1% from fiscal 1999 to fiscal 2000.  The Company
reported a profit of  $163,836 for fiscal 1999 as compared to a
profit of $201,400 for fiscal 2000.

     Since  November 1986, the Company has had a professional
services contract with  Oklahoma City to provide a ticket writing
system for a set monthly fee.  For the fiscal years ended
September 30, 2000 and 2001, the contract with Oklahoma City
accounted for 4.8% and 4.9%, respectively, of the Company's total
revenue.  See Part I, Item 1 (b)(6).

   During the fiscal year ended September 30, 1989 the Company
entered into a contract with the City of Berkeley, California to
provide its parking enforcement system.  For the fiscal years
ended September 30, 2000 and 2001, the contract with the City of
Berkeley accounted for 6.7%  and 6.2% of the Company's total
revenue.

    During the fiscal years ended September 30, 2000 and 2001, the
Company had in place a total of approximately 112 and 116 systems,
respectively, representing both systems installed directly by the
Company and systems installed through joint venture relationships.

     At September 30, 2001, the Company had working capital of
$812,133 as compared to $681,445 at September 30, 2000.  The
Company's current ratio increased from  4.03 to 1 to 7.23 to 1
from September 30, 2000 to September 30, 2001.
-15-
<PAGE>









    The Company anticipates using its working capital to fund
ongoing operations, including general and administrative expenses,
equipment purchases, equipment manufacturing, travel, marketing
and research and development.  The Company anticipates having
sufficient working capital to fund operations for the fiscal year
ending September 30, 2002.

    The Company provided a total financial investment of $500,000
to Urban Transit Solutions between March 1998 and April 1999. UTS
has been generating revenue since August 1998.  Collections from
parking lot fees from Cauguas commenced in January of 1999.  The
Company's loans to its primary bank and a private lender have were
paid back by Company revenue.

     The Company has continually been modifying its printer models
and has marketed its printers as a stand-alone product to delivery
services and vendors who have a need for computer-generated
receipts.  During the 1996 fiscal year, the Company developed a
new printer utilizing thermal line print technology. The Company
also made significant upgrades to its standard printer. The
Company believes there continues to exists a  market for the
printer as it is able to print bar code symbology (PDF 417) which
is expected to become an industry standard in the next few years.
This product may increase future revenues; however, there can be
no assurance that the Company's marketing efforts will be
successful. Upgrades to this model printer include new packaging
in high tech colors and a short range RF (radio frequency) model.

     In August 2000, the Company began design of a new printer to
work with Palm devices.  The product in full production in
February, 2002.

     The Company has experienced a large number of inquiries about
its system related to the total program and special features  and
anticipates growth in this area in the next fiscal year.  In
addition, the Company has had a significant growth in interest in
the Denver Boot for vehicles as well as for security on other
mobile devices including construction trailers and communications
generators.  The Company has experienced a pattern of growth with
this product and anticipates future sales to increase
significantly.  Management believes exposure via the Internet has
been favorable for this product.  There has been a demand for the
Denver boot for enforcement on private property.



                                 -16-
<PAGE>









     The Company has experienced a significant interest in its ID
Badgemaker software since September 11.  The demand for the
program has increased significantly and the company has provided
its program to news services, janitorial services, and social
services organizations.

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 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 made 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,
affirm or dispute information disclosed on these boards.

     Management can only provide 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.

-17-
<PAGE>
















Item 7.    Financial Statements.

     The following financial statements are filed as a part of
this Form 10-KSB and are included immediately following the
signature page.

     Report of Independent Certified Public Accountants

     Balance Sheet - September 30, 2000 and September 30, 2001

     Statement of Operations - Years ended September 30, 2000
                        and 2001

     Statements of Stockholders' Equity - Years ended September
                        30, 2000 and 2001

     Statements of Cash Flows - Years ended September 30, 2000
                        and 2001

     Notes to Financial Statements


Item 8.   Changes in and Disagreements With Accountants on
          Accounting and Financial Disclosure.

     Not applicable.



















                                  -18-


<PAGE>







                                 PART III

Item 9. Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange
        Act.

     (a)(1),(2),(3)  Identification of Directors and Executive
Officers.
                              Position                   Dates
                                                         of
Name                    held with Company          Age   service

Stanley J. Wolfson    President, Chief Executive    58    1987
                      Officer and Director

Lizabeth M. Wolfson   Secretary-Treasurer and       56    1987
                      Chief Financial and Chief
                      Accounting Officer and Director

(a)(4)  The business experience of the Company's officers and
directors is as follows:

     Stanley J. Wolfson, President, Chief Executive Officer and a
director of the Company since February 1987.  Mr. Wolfson attended
the University of Colorado at Boulder and the University of
Colorado at Denver. Mr. Wolfson had been president and a director
of Clancy from inception until its merger into the Company in
April 1987.  Since 1967 Mr. Wolfson has been president and
director of Portion Controlled Foods, Inc. d/b/a Stan Wolfson and
Associates, Inc., a data processing  systems consulting firm
located in Denver, Colorado which employs two persons on a
part-time basis.  His firm's clients include The Hertz Corporation
that utilizes Stan Wolfson and Associates, Inc.'s hand-held data
entry equipment as part of its on-site national inventory control
system.  The Hertz Corporation has been a major customer of the
Company.  See Part I, Item 1.  Mr. Wolfson has served as remote
data acquisition consultant for AT&T as well as a consultant for a
number of small local companies.  Mr. Wolfson is the husband of
Lizabeth Wolfson, an officer of the Company.


Lizabeth M. Wolfson, Secretary-Treasurer and Chief Financial
and Chief Accounting Officer of the Company since February 1987.
Mrs. Wolfson attended the University of Colorado at Boulder and
the University of Colorado at Denver. Mrs. Wolfson had been
secretary and treasurer of Clancy from 1986 and a director since
June 1999.  Since 1978, Mrs. Wolfson has served as secretary of
Stan Wolfson and Associates, Inc.   She is the wife of Stanley J.
Wolfson, President, Chief Executive Officer and a director of the
Company.


-19-
<PAGE>



     (a)(5)  Directorships Held in Reporting Companies.  None.

     (b)   Identification of Certain Significant Employees.
           None.

     (c) Family Relationships. Lizabeth M. Wolfson,
Secretary-Treasurer and Chief Financial and Chief Accounting
Officer of the Company, is the wife of Stanley J. Wolfson,
President, Chief Executive Officer and a director of the Company.

     (d)  Involvement in Certain Legal Proceedings.

          None

Compliance with Section 16(a) of the Exchange Act

     Not Applicable.

Item 10.        Executive Compensation.

     (a)  General.  For the fiscal year ended September 30, 2001
the Company paid a ten percent sales commission totaling $3,106 to
Stanley J. Wolfson, the President, Chief Executive Officer and a
director of the Company, based upon gross sales (excluding
supplies) to the Hertz Corporation.  In addition, Mr. Wolfson
received a salary of $55,200 for the most recent fiscal year
ended.

(b)  Summary Compensation Table.

        (a)                   (b)            (c)           (e)
     Name and                                       Other annual
principal position            Year        Salary    compensation

Stanley J. Wolfson            2001       $55,200       $3,106
President and Chief           2000        50,400        2,551
Executive Officer             1999        50,400        3,034

(c)  Option/SAR Grants.  None.

     (d)  Option/SAR Exercises and Fiscal Year End Option/SAR
          Values.  Not applicable.

     (e)  Long-Term Incentive Plan.  None.

     (f)  Compensation of Directors.  None.

     (g)  Employment Contracts and Arrangements.  None.

     (h)  Report on Repricing of Options/SARs.  Not applicable.

-20-
<PAGE>





Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

     (a), (b)  Security Ownership of Beneficial Owners and
Management.  The following table sets forth information as of
January 4, 2002 with respect to the ownership of the Company's
Common Stock for all directors, individually, all officers and
directors as a group, and all beneficial owners of more than five
percent of the Common Stock.

Name and address                   Number of
of beneficial owner                 shares              Percentage

Stanley J. Wolfson and
Lizabeth M. Wolfson             130,887,779 (1)          36.2%
2250 S. Oneida Ste. 308
Denver, Colorado  80224

Robert M. Brodbeck               63,639,660              17.6%
9310 Watson Gulch
Littleton, CO 80128

All officers and directors      130,887,779 (1)          36.2
as a group (2 persons)

__________

 (1)  Includes 4,075,642 shares of Common Stock owned of record by
Lizabeth M. Wolfson and 126,812,137 owned by Stanley J. Wolfson.




                              -21-
<PAGE>























     (c)  Changes in Control.

     The Company knows of no arrangement, the operation of which
may, at a subsequent date, result in change in control of the
Company.

Item 12.     Certain Relationships and Related Transactions.

     Stanley Wolfson, President and Chief Executive Officer,
receives a 10% commission on all sales to Hertz Corporation based
on an agreement made between the Company and Mr. Wolfson in 1986.

     On November 18, 1999 the board of directors of the Company
approved the acquisition of two Internet business opportunities
funded and developed independent of the Company by Mr. Wolfson.
The final acquisition was completed in February 2001. Under the
terms of the final agreement, the Company issued 17,489,315 shares
of its common stock in exchange for the Remit-online.com and
Expo1000.com web sites.














-22-
<PAGE>




















Item 13.     Exhibits and Reports on Form 8-K.

     (a)   Exhibits.  The following is a complete list of exhibits
filed as a part of this Report on Form 10-KSB and are those
incorporated herein by reference.

Exhibit Number         Title of Exhibit

     2.1   Assignment and Bill of Sale date February 23, 2001.
           Filed herewith.

     3.1   Articles of Incorporation filed with the
           Colorado Secretary of State on March 3, 1986 (2)

     3.1(a)  Articles of Amendment to Articles of Incorporation
            (2)
     3.3    Bylaws (2)

     10.1   Partnership agreement between the Company and
            Urban Transit Solutions

     10.6   Indemnification Agreements between the Company
            and Robert M. Brodbeck, Stanley J. Wolfson and
            Lizabeth M. Wolfson dated February 26, 1987 (1)

     10.12  Indemnity Agreements between Company and
            Stanley J. Wolfson, Robert M. Brodbeck, Mark G.
            Lawrence and Lizabeth M. Wolfson (3)
     ________

(1)  Incorporated by reference from exhibit 2.1 filed with the
     Company's current report on Form 8-K dated February 26,
     1987.

(2)  Incorporated by reference from the like numbered exhibits
     filed with the Company's Registration Statement on Form
     S-18, SEC File No. 33-4882-D.

 (3) Incorporated by reference from the like numbered exhibits
     filed with the Company's Annual Report on Form 10-K for
     the year ended September 30, 1987.

     (b)  Reports on Form 8-K.  During the last quarter of the
          period covered by this report the Company filed no
          reports on form 8-K.



     SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY COMPANYS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

      None.

-23-
<PAGE>




                                SIGNATURES


     In accordance with the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                              CLANCY SYSTEMS INTERNATIONAL, INC.




                               By  /s/ Stanley J. Wolfson
                               Stanley J. Wolfson, President


Date:  January 4, 2002

     In accordance with the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Company and in the capacities
and on the dates indicated.


Date:  January 4, 2002          /s/ Stanley J. Wolfson
                                 Stanley J. Wolfson, resident,
                                 Chief Executive Officer and a
                                 Director

Date: January 4, 2002           /s/ Lizabeth M. Wolfson
                                 Lizabeth M. Wolfson, Secretary-
                                 Treasurer and Chief Financial
                                 and Chief Accounting Officer










-24-
<PAGE>







REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
Clancy Systems International, Inc.


We have audited the balance sheet of Clancy Systems
International, Inc. as of September 30, 2000 and 2001, and
the related statements of operations, stockholders' equity
and cash flows for the years then ended. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Clancy Systems International, Inc. at September
30, 2000 and 2001, and the results of its operations and its
cash flow for the years then ended, in conformity with
accounting principles generally accepted in the United States
of America.
Denver, Colorado
December 11, 2001       CAUSEY DEMGEN & MOORE INC.

F-1
<PAGE>
















                     CLANCY SYSTEMS INTERNATIONAL, INC.
                              BALANCE SHEET
                        September 30, 2000 and 2001

ASSETS
                                                  2000            2001
                                                 - - -          - - - -
Current Assets:
Cash, including interest bearing accounts of
      $263,230 (2000) and $263,945 (2001)      $    435,238      385,491
   Accounts Receivable                              294,521      342,323
   Income tax refund  (Note 6)                            -       55,346
   Inventories (Note 2)                             164,252      144,602
   Prepaid expenses                                  12,100       14,645
                                                ------------ -----------
      Total current assets                          906,111      942.407

Furniture and equipment, at cost
   Office furniture and equipment                   154,285       97,501
   Equipment under service contracts (Note 10)    1,270,655      982,290
                                              -------------   ----------
                                                  1,424,940    1,079,791
Less accumulated depreciation                   ( 1,096,481)  (  811,211)
                                              ------------- ------------
   Net furniture and equipment                      328,459      268,580

Other assets:
Investment in partnership (Note 4)                  432,801      454,159
   Deferred tax asset                                     -       46,400
   Note receivable - employee                        10,618       10,277
   Deposits                                           3,769        3,194
   Software development costs, net of accumulated
    amortization of $245,534 (2000) and $305,212
    (2001)                                          128,693      146,035
                                                 ----------    ---------
                                                    575,881      660,065
                                                  ---------   ----------
                                               $  1,810,451  $ 1,871,052
                                                  =========     ========




See accompanying notes
F-2

<PAGE>










                     CLANCY SYSTEMS INTERNATIONAL, INC.
                              BALANCE SHEET
                        September 30, 2000 and 2001

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    2000             2001
                                                  - - - -          - - - -
Current Liabilities:
   Notes payable - shareholder (Note 5)       $     45,000     $         -
   Accounts payable                                  9,496          16,008
   Income taxes payable                             46,000               -
   Deferred revenue                                124,170         114,266
                                                ----------      ----------
         Total current liabilities                 224,666         130,274

Long-term note - bank (Note 5)                      90,000               -

Deferred tax liability (Note 6)                     11,000               -

Commitments (Note 9 and 10)                              -               -

Stockholders' equity (Notes 8 and 12):
   Preferred stock, $.0001 par value;
   100,000,000 shares  authorized, none issued           -               -
 Common stock, $.0001 par value; 800,000,000        34,413          36,162
   shares authorized, 344,128,623 shares (2000),
   361,617,938 shares (2001) issued and outstanding

   Additional paid-in capital                    1,045,175       1,131,397
   Retained earnings                               405,197         573,219
                                               -----------      ----------
  Stockholders' Equity                           1,484,785       1,740,778
                                                ----------     -----------
                                               $ 1,810,451    $  1,871,052
                                                 =========       =========









See accompanying notes
F-3

<PAGE>








                     CLANCY SYSTEMS INTERNATIONAL, INC.
                        STATEMENT OF OPERATIONS
                      September 30, 2000 and 2001
                                                      2000           2001
                                                    - - - -        - - - -
Revenues:
   Sales                                       $     176,151     $   219,250
   Service contract income (Notes 10 and 11)       1,161,545       1,293,299
   Parking ticket collections (Notes 10 and 11)      327,697         119,041
                                                   ---------     -----------
       Total revenues                              1,665,393       1,631,590
Costs and expenses:
 Cost of sales                                        82,924         139,158
   Cost of services (Note 2)                         509,968         492,822
   Cost of parking ticket collections (Note 10)      140,057         116,176
   General and administrative                        548,804         610,830
   Research and Development                           59,170          42,296
                                                   ---------     -----------
         Total costs and expenses                  1,340,923       1,401,282
                                                   ----------      ---------
Income from operations                                324,470        230,308
Other income (expense):
   Loss on  disposal of assets                              -         (1,044)
   Interest income                                      9,847         12,143
   Interest Expense                                   (22,018)        (5,986)
                                                   ----------      ---------
       Total other income (expense)                   (12,171)         5,113
                                                   ----------      ---------
Income before provision for income tax and
    loss in equity-basis partnership                   312,299       235,421
Provision for income taxes (Note 6):
   Current expense                                     104,230        52,694
   Deferred expense                                      5,000        28,822
                                                  ------------      --------
      Total income tax expense                         109,230        81,516
Income (loss) in equity-basis partnership
(net of tax benefit of $1,065, 2000 and tax
expense of $7,241, 2001) (Note 4)                      (1,669)        14,117
                                                  ------------      --------
Net income                                         $  201,400     $  168,022
                                                     ========       ========
Basic net income per common share (Note 7)       $          *   $          *
                                                 ============   ============
*Less than $.01 per share
See accompanying notes
F-4
<PAGE>











                               CLANCY SYSTEMS INTERNATIONAL, INC.
                               STATEMENT OF  STOCKHOLDERS' EQUITY
                         For Years Ended September 30, 2000 and 2001
<TABLE>
<CAPTION>
 <S>                                                                Additional
                                               Common stock          paid-in            Retained
                                          shares         amount       capital           earnings
                                           <C>             <C>         <C>

Balance, September 30, 1999            336,889,149   $   33,689    $ 1,030,674       $   203,797

Issuance of stock for services           4,350,000          435         14,790                 -
   Exercise of stock options by
   exchange of mature shares previously
   held by director                     2,889, 474          289          ( 289)                -
                                     -------------     --------      ----------       --------------
Balance, September 30, 2000            344,128,623       34,413       1,045,175          405,197

  Issuance of common stock in
  exchange for acquisition of
  web sites from an officer of the
  Company (Note 12)                     17,489,315        1,749          86,222                -
   Net income for the year ended
     September 30, 2001                          -            -               -           168,022
                                      ------------   ----------      ----------         ---------
Balance, September 30, 2001            361,617,938  $    36,162   $   1,131,397       $   573,219
                                         =========      =======       =========          ========
See accompanying notes
F-5
</TABLE>
<PAGE>




                      CLANCY SYSTEMS INTERNATIONAL, INC.
                         STATEMENT CASH FLOWS
                       September 30, 2000 and 2001
                                                           2000        2001
                                                        - - - -    - - - -
Cash flows from operating activities:
   Net income                                      $    201,400    $  168,022
   Adjustments to reconcile net income to net
   cash provided by operating actvities:
           Loss on disposal of assets                         -         1,044
           Depreciation and amortization                231,327       216,103
           Deferred income tax expense                    5,000        28,822
           Common stock issued for services and for
              acquisition of web sites                   15,225         1,749
     Change in assets and liabilities:
           Investment in equity-basis partnership         2,734      ( 21,358)
           Accounts receivable                          (17,366)      (47,802)
           Inventories                                   (3,670)       19,650
           Income taxes refundable                            -       (55,346)
           Prepaid expenses                              (2,933)       (2,545)
           Accounts payable                              (3,041)        6,512
           Income taxes payable                          38,700       (46,000)
           Deferred revenue                              26,405        (9,904)
                                                      ---------      ---------
           Total adjustments                            292,381        90,925
                                                  -------------    ----------
               Net cash provided by operating
               activities                             493,781         258,947
Cash flows from investing activities:
   Acquisition of furniture and equipment            (104,122)       ( 97,015)
   Increase in software licenses and software
    development costs                                 (46,900)       ( 77,020)
   Increase in note receivable-employee               (10,618)            341
   Increase in deposits and other assets               12,858               -
                                                    ----------     -----------
        Net cash used in financing activities        (149,122)       (173,694)
Cash flows from financing activities:
   Payments on note payable-shareholder               (75,000)        (45,000)
   Payments on note payable-bank                     (150,000)        (90,000)
                                                    ---------      ----------
Net cash used in financing activities                (225,000)       (135,000)
                                                    ---------         -------

(Continued on following page)
See accompanying notes

F-6





<PAGE>



                  CLANCY SYSTEMS INTERNATIONAL, INC.
                    STATEMENT CASH FLOWS
                   September 30, 2000 and 2001
                                                             2000        2001
                                                            - - - -   - - - -
Increase (decrease) in cash and cash equivalents           119,659    (49,747)

Cash and cash equivalents at beginning of year             315,579    435,238
                                                        ---------- ----------
Cash and cash equivalents at end of year                $  435,238 $  385,491
                                                          ========   ========

Supplemental disclosure of cash flow information:

Cash paid during the year for interest                  $   21,685   $  5,985
                                                           =======    =======
Cash paid during the year for income taxes              $   57,165  $ 163,475
                                                           =======    =======























See accompanying notes
F-7

<PAGE>












                   CLANCY SYSTEMS INTERNATIONAL, INC.
                    NOTES TO FINANCIAL STATEMENTS
                    September 30, 2000 and 2001

1.  Organization and summary of significant accounting policies

Organization:

The Company was organized in Colorado on June 28, 1984. The Company
is in the business of developing and marketing ticket writing systems,
rental car return systems, internet payment remittance systems, and
internet industry guides. The Company's revenues are derived primarily
from cities, universities and car rental companies throughout the United
States and Canada.

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 of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Accounts receivable:

No provision for doubtful accounts was deemed necessary at September 30,
2000 or 2001.

Inventories:

Inventories are carried at the lower of cost (first-in, first-out) or
market. Inventory costs include materials, labor and manufacturing overhead.
Inventories consist primarily of computer and printer parts and supplies
and are subject to technical obsolescence.

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
basedon 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. Amortization
expense for the years ended September 30, 2000 and 2001 amounted to $61,402
and $59,678, respectively and is included in cost of services.



F-8
<PAGE>




                 CLANCY SYSTEMS INTERNATIONAL, INC.
                   NOTES TO FINANCIAL STATEMENTS
                    September 30, 2000 and 2001


1.  Organization and summary of significant accounting policies (continued)

Furniture and equipment:

Furniture and equipment are stated at cost.

Depreciation is provided by the Company on the straight line and
accelerated methods over the assets' estimated useful lives of five
years. Property and equipment consists primarily of computers and printers
which are subject to technical obsolescence. Depreciation expense for the
years ended September 30, 2000 and 2001 amounted to $169,925 and $156,425,
respectively, and is included in cost of services.

Sales and retirements of depreciable property are recorded by removing
the related cost and accumulated depreciation from the accounts. Gains
and losses on sales and retirements of property are reflected in results
of operations.

Other assets:

Software license agreements are being amortized over a five-year period,
the period estimated by management to be benefited.

Research and development costs:

Company funded research and development costs are charged to expense as
incurred.

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.

Advertising costs:

The Company expenses the costs of advertising as incurred. Advertising
expense was $12,238 and $15,963 for the years ended September 30, 2000
and 2001, respectively.

F-9
<PAGE>



                CLANCY SYSTEMS INTERNATIONAL, INC.
                 NOTES TO FINANCIAL STATEMENTS
                  September 30, 2000 and 2001


1.  Organization and summary of significant accounting policies (continued)

Income taxes:

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("FASB No. 109"). Temporary differences are differences
between the tax basis of assets and liabilities and their reported amounts
in the financial statements that will result in taxable or deductible amounts
in future years. The Company's temporary differences consist primarily of tax
operating loss carry forwards, depreciation differences and capitalized 263A
costs.

Cash equivalents:

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.

Fair value of financial instruments:

All financial instruments are held for purposes other than trading. The
following methods and assumptions were used to estimate the fair value of
each financial instrument for which it is practicable to estimate that value.

For cash, cash equivalents and notes payable, the carrying amount is assumed
to approximate fair value due to the short-term maturities of these
instruments.

Concentrations of credit risk:

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and trade receivables. The Company
places its cash with high quality financial institutions. At September 30,
2000 and 2001 and at various times during the years, the balance at one of
the financial institutions exceeded FDIC limits.

The Company provides credit, in the normal course of business, to customers
throughout the United States, Canada and England. The Company performs ongoing
credit evaluations of its customers. A significant portion of the Company's
revenues are derived from contracts with universities, car rental companies
and municipalities.




F-10

<PAGE>




                     CLANCY SYSTEMS INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS
                       September 30, 2000 and 2001

2.  Inventories

Inventories consist of the following at September 30:
                                                  2000          2001
                                                ------          ------
      Finished goods                       $     7,800      $  24,333
      Work in proces                                 -          1,885
      Purchased parts and supplies             156,452        118,484
                                              --------       --------
                                             $ 164,252     $  144,602
                                              ========       ========
3.  Related party transactions

The Company pays a 10% sales commission to an officer and director of the
Company for gross sales (excluding supplies) to The Hertz Corporation.
For the years ended September 30, 2000 and 2001, commissions of $2,746 and
$3,094 have been paid under this agreement, respectively.

4.  Investment in partnership

On January 31, 1998, the Company entered into a partnership agreement (the
Partnership) with Urban Transit Solutions of Puerto Rico (UTS). The
Partnership was formed to contract with cities and towns in Puerto Rico
for the privatization of parking meter installations  and their parking
ticket management and collection services.

As provided in the partnership agreement, the Company has contributed
$500,000 in exchange for a 60% ownership in the Partnership and will
share in the net income and losses of the partnership based on their
percentage of ownership.

Pursuant to the partnership agreement, substantially all management authority
is retained by UTS, and consequently, the Company accounts for their investment
in the Partnership using the equity method.

The Company's investment in the net assets of the Partnership accounted for
under the equity method amounted to $432,801 and $454,159 at September 30,
2000 and 2001, respectively. The condensed results of the operations and
financial position of the Partnership are summarized below:







F-11
<PAGE>






                   CLANCY SYSTEMS INTERNATIONAL, INC.
                    NOTES TO FINANCIAL STATEMENTS
                     September 30, 2000 and 2001

4.  Investment in partnership (continued)

     Condensed statement of operations   For the year ended  For the year ended
                                         September 30, 2000  September 30, 2001
                                          ----------------    -----------------
     Total revenues                    $       685,740          $   1,002,883
     Total costs and expenses                 (690,296)              (967,287)
                                         -----------------     ---------------
     Net income (loss)                $         (4,556)         $      35,596
                                          ===============      ===============
     Condensed balance sheet           September 30, 2000    September 30, 2001
                                       ------------------     ----------------
     Current assets                   $        42,704          $     155,251
     Non-current assets                       982,139              1,095,571
     Current liabilities                     (129,764)              (182,945)
     Long-term liabilities                   (464,267)              (369,971)
                                         ---------------       --------------
     Partnership capital                      430,812          $     697,906
                                         ==============         ===============

As of September 30, 2001 the Company and UTS were in the process of
renegotiating the terms of the partnership agreement. (see Note 13)

5.  Notes payable

Notes payable - bank:

In October 2000, the Company extended the due date of its note payable -
bank to October 15, 2001. The note bears interest at 9%, with interest
payable monthly and is secured by a certificate of deposit in the name of
two officers of the Company. The note was paid in full during the year ended
September 30, 2001.

Notes payable - shareholder:

During the year ended September 30, 1999, the Company executed five notes
payable from a major shareholder of the Company for a total of $120,000. The
notes bear interest at 8 and 9% annually, and mature through February 29,
2000. During the year ended September 30, 2000, the due dates of two of the
notes for a total of $45,000 were extended to May 1 and June 30, 2001. The
notes were paid in full during the year ended September 30, 2001.

Interest in the amount of $5,850 and $5,652 was paid to the shareholder
during the years ended September 30, 2000 and 2001, respectively.

F-12
<PAGE>






                      CLANCY SYSTEMS INTERNATIONAL, INC.
                        NOTES TO FINANCIAL STATEMENTS
                         September 30, 2000 and 2001


6.  Income taxes

The components of the Company's deferred tax assets and liabilities at
September 30 are as follows:
                                          2000            2001
                                         ------          ------
   Non current deferred tax assets    $  74,000     $    118,100
   Non current deferred tax
    liabilities                         (85,000)         (71,700)
                                      ----------       ----------
                                      $ (11,000)     $    46,400
                                        =======         ========

                                         2000             2001
                                        ------            -----
 Deferred tax assets:
  Loss on equity investment         $  26,000        $   16,000
      Section 263A Capitalization      47,000            35,000
      Website acquired from
         shareholder                        -            67,100
      Other                             1,000                 -
                                  ------------    -------------
                                       74,000           118,100
   Deferred liabilities:
     Depreciation and
       amortization               $   (85,000)      $  (71,700)
                                -------------    -------------
   Net non-current deferred
     taxes                       $   (11,000)          $46,400
                                ============          ========

7. Basicc net income per common share

Basic net income per common share is based on the weighted average number
of shares outstanding during the years ended September 30, 2000 and 2001 of
340,348,532 shares and 354,670,128 shares respectively.

8.  Stockholders' equity

During January 2000, the Company issued to a director, options to purchase
3,000,000 shares of the Company's common stock, exercisable at $.0035 per
share. In May 2000, the director exercised these options by providing the
Company with 110,256 shares of common stock previously held in payment of the
purchase price of the stock.

During the year ended September 30, 2000, the Company issued 3,100,000 shares
of common stock to a director of the Company and 1,250,000 shares of common
stock to three employees of the Company for services performed valued at
$15,225 ($.0035 per share which was based on an average between public and
private transactions).
F-13
<PAGE>

                         CLANCY SYSTEMS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2000 and 2001


Stock options:

The Company has adopted the disclosure - only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation. Accordingly, no compensation cost has been recognized for the
stock options issued. Had compensation costs for the stock option been
determined based on the fair value at the grant date for the award during the
year ended September 30, 2000, in accordance with the provisions of SFAS
No. 123, the Company's net income and income per share would have been reduced
to the pro forma amounts indicated below.
                                                           2000
                                                          ------
   Net income - as reported                          $   201,400
   Net income - pro forma                            $   182,014
   Income per share - as report                      $         *
   Income per share - pro forma                      $         *

*less that $.01 per share

The fair value of the option grant is estimated on the date of the grant
using the Black-Scholes option-pricing model with the following assumptions;
dividend yield of 0%; expected volatility of 53%; risk-free interest rate of
6.5%; and expected life of 5 years.

9.  Lease agreements - as lessee

The Company leases office space in Denver, Colorado under a 24 month lease
through May 31, 2002 and is party to various other short term leases for
office and warehouse space. Total rent expense for the years ended September
30, 2000 and 2001 amounted to $39,181 and $41,874, respectively.

The future minimum lease payments under these obligations are as follows:

     Year ending September 30, 2002                $   18,263
                                                  -------------
                                                   $   18,263
                                                  ===========
Professional service contracts

The Company provides equipment and support services under 12 month
professional service contracts. At September 30, 2001, all of the contracts
contained cancellation provisions requiring notice of 30 days or less.

F-14
<PAGE>






                       CLANCY SYSTEMS INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS
                        September 30, 2000 and 2001

10.  Professional service contracts (continued)

The cost of the equipment provided in the contracts and related accumulated
depreciation are as follows at September 30:
                                             2000                  2001
                                          ------                   ------
   Equipment under service contracts    $   1,270,655        $   982,290
   Less accumulated depreciation            ( 955,889)          (731,210)
                                        -------------       ------------
                                        $     314,766         $  251,080
                                            ==========         =========
Parking citation collection services:

The Company has formed agreements with the towns of Logan, Utah for the
period of June 1998 through May 1999, and Maywood, Illinois for the period
of May 1997 through September 1999, for the purpose of providing parking
citation issuance, ticket processing, meter collections and maintenance, and
ticket collections. In conjunction with the contracts, the Company and the
Towns each receive half of all revenues after payment of all associated costs
related to the collections. In May 1998, the Company paid a non-refundable
guarantee of $35,000 to Logan which was amortized monthly on a straight-line
basis over the period of the agreement.

The terms of the agreements can be extended or discontinued with 30 days
written notice. At September 30, 2001 the Logan, Utah agreement was still in
effect.

11.  Export sales

The Company's export sales for the years ended September 30, by geographic
area, are as follows:
                                           2000                2001
                                          ------              ------
     Canada                            $   99,000        $   105,000
                                         ========          =========
12.  Related party transaction

In November 1999, the Company entered into a letter of intent to acquire
two website related businesses owned and developed by the Company's president
and major shareholder for shares of the Company's common stock valued at
$255,344 (17,489,315 shares of common stock at $.0146 per share). The
businesses were acquired in February 2001 and were recorded at the president's
historical cost basis in the trademarks and proprietary technology related to
the websites which approximates the par value of the shares issued of $1,749.
The income tax benefit to be derived from the amortization of the tax basis of
the web sites is recorded as an addition of $86,222 to additional
paid-in-capital.
F-15
<PAGE>




                      CLANCY SYSTEMS INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS
                        September 30, 2000 and 2001


Litigation

The Company has filed a lawsuit against Urban Transit Solutions, Inc. (UTS)
before the Federal District Court of Puerto Rico. The Company claims that
UTS unlawfully issued dilutive shares of stock in the Company. The Company is
seeking damages of $500,000 for the loss of the capital invested by Clancy in
UTS, loss of profit and reasonable expectation of return on investment,
estimated at $320,000 and loss of future profit and reasonable expectation of
return on investment estimated at not less that $8,900. The court has not less
than $8,900.  The court has not provided a ruling or called the parties to
hearing on any of the matters before it.

On November 15, 2001 the Company submitted a proposed settlement to UTS
consisting of the redemption of Clancy's stock in exchange for a secured loan
in the principal amount of $680,000 payable in five years.  Settlement
negotiations are ongoing.

On September 14,2001, an action was filed against the Company seeking judgment
against the Company for payment of a finder's fee and for commission/
compensation relating to Company contracts.  The Company is vigorously
defending the suit.  While the outcome of this matter cannot be predicted
with certainty at this time, management believes it will not have a
materially adverse effect on the Company's financial position.


F-16
<PAGE>
Exhibit 2.1 ASSIGNMENT AND BILL OF SALE


STANLEY J. WOLFSON, an individual (Seller) in consideration for
17,489,315 shares of $0.0001 par value common stock of CLANCY SYSTEMS
INTERNATIONAL, INC., a Colorado corporation (Buyer), valued at $255,347
and other valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, does sell, assign, transfer and convey unto Buyer,
its successors and assigns, the following described property:

The websites known as Expo1000.com and Remit-online.com and all
assets, trademarks and proprietary technology related thereto.

To have and to hold the same unto the Buyer, its successors and assigns,
forever.

IN WITNESS WHEREOF, Seller has caused this instrument to be duly executed
this 23rd day of February, 2001.


SELLER

/s/Stanley J. Wolfson

Stanley J. Wolfson
    3/2/01
                                  -1-
<PAGE>