Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed on Form 8-K/A, filed March 18, 2020 (the "Original Report"), Clancy Systems International, Inc. (the "Company") entered into that certain Stock Purchase Agreement, dated as of March 9, 2020 (the "Stock Purchase Agreement") by and among the Company, Arke Tech S.A.P.I DE C.V., a Mexican corporation ("Seller"), and Hyperion Digital Group S. DE R.L. DE C.V., a Mexican corporation ("Hyperion").

The Company has terminated, effective immediately, the Stock Purchase Agreement, as well as the Note, Pledge and Security Agreement between the Company and Seller, dated as of March 9, 2020, and Earnout Agreement, dated as of March 9, 2020 (the "Earnout Agreement").

The Company terminated the Stock Purchase Agreement, and related agreements and instruments, as a result of, among other reasons, the Seller failing to satisfy certain material pre-closing and post-closing covenants, representations and warranties set forth in the Stock Purchase Agreement.

The Company has not received certificates for the outstanding equity stock of Hyperion held by the Seller. As a result of such termination, the Company will not issue the promissory note in the principal amount of $1,350,000 (the "Note") contemplated int ne Stock Purchase Agreement. The Company will also not issue any shares of Company common stock to Seller or Seller's consultant, however, the Company has already paid $75,000 to Seller, and $75,000 to a consultant engaged by Seller.

The above description of the Stock Purchase Agreement, Note, Security Agreement, and Earnout Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, Note, Security Agreement and Earnout Agreement, were attached here to as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Original Report.





               SHEMN CORP.


May 27, 2020   By: /s/ Naveen Doki
               Naveen Doki
               Chief Executive Officer
























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