**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D. C. 20549**


_____________




**FORM 10-KSB**




x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**




**For
      the fiscal year ended December 31, 2007**




o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**


_____________




Commission
      File Number: **000-25261**




**BANCORP
      INTERNATIONAL GROUP, INC.**


**(formerly
      March Indy International, Inc.)**


(Name
      of
      small business issuer in its Charter)




**NEVADA**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **88-0339817**
              (I.R.S.
                Employer Identification No.)




**3126
      South Boulevard, Suite 264**


**Edmond,
      Oklahoma 73013**


(Address
      of principal executive offices)




**(405)
      316-5535**


(Issuer’s
      telephone number)


_____________





Securities
      registered under Section 12(b) of the Exchange Act:


**None**




Securities
      registered under Section 12(g) of the Exchange Act:


**Common
      Stock, $0.0001 Par Value**


_____________





Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has subject to such filing requirements for the past 90 days.
      Yes x No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. o




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).  Yes x  Noo




The
      issuer did not generate any revenue for the year ended December 31,
      2007.




The
      issuer is not aware of any reported transactions in the issuer’s common stock
      within the past 60 days from which the aggregate market value of the voting
      and
      non-voting common equity held by non-affiliates of the issuer can be determined.
      As of December 31, 2007, it is believed that 1,075,133,570 shares of
      the issuer’s common stock, $.0001 par value, were outstanding, of which
      approximately 272,655,453 shares were held by non-affiliates of the issuer.
      See
      the discussion set forth in this report under the heading “Description of
      Business - Litigation Regarding Stock Certificates” and “Legal Proceedings -
      Stock Certificate” for information regarding the issuer’s outstanding
      common stock.









**BANCORP
      INTERNATIONAL GROUP, INC.**




**(formerly
      March Indy International, Inc.)**




**FORM 10-KSB**


**For
      the Fiscal Year Ended December 31, 2007**




**TABLE
      OF CONTENTS**




PART I
            
            1Item
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            7Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            8PART II
            
            8Item
                5.
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuers Purchases of Equity Securities
            8Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            9Item
                7.
            Financial
                Statements
            10Item
                8.
            Changes
                in and Disagreements with Accountants and Financial
                Disclosure
            10Item
                8A(T).
            Controls
                and Procedures
            10Item
                8B.
            Other
                Information
            11PART III
            
            11Item
                9.
            Directors,
                Executive Officers, Promoters and Controlled Persons; Compliance
                with
                Section 16(a) of the Exchange Act
            11Item
                10.
            Executive
                Compensation
            12Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            13Item
                12.
            Certain
                Relationships and Related Transactions
            14Item
                13.
            Exhibits
            15Item
                14.
            Principal
                Accountant Fees and Services
            16




**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING INFORMATION**




Certain
      statements in this report constitute “forward-looking statements” within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended. Certain,
      but not necessarily all, of such forward-looking statements can be identified
      by
      the use of forward-looking terminology such as “anticipates,” “believes,”
“expects,” “may,” “will,” or “should” or other variations thereon, or by
      discussions of strategies that involve risks and uncertainties. The actual
      results or industry results may be materially different from any future results
      expressed or implied by such forward-looking statements.




Throughout
      this report the first personal plural pronoun in the nominative case form “we”
and its objective case form “us,” its possessive and the intensive case forms
“our” and “ourselves” and its reflexive form “ourselves” refer collectively to
      Bancorp International Group, Inc., its subsidiaries and executive officers
      and directors.




ii




**PART I**





**Item
      1.**  **Description
      of Business**




**Overview**




N.E.C.
      Properties, Inc. (“NEC”) was incorporated on September 16, 1995, under
      the laws in the State of Nevada. NEC was organized as a blank check company
      with
      no operations or plan of business. On September 30, 1995, NEC had 25,000
      shares at no par value authorized and 18,600 shares outstanding, which were
      issued for $1,860 in cash. On November 19, 1998, the amended and restated
      Articles of Incorporation were filed with the Secretary of State of Nevada
      that
      increased NEC’s authorized common shares from 25,000 to 25,000,000, and
      established a par value of $.001 per share. In November 1998, the NEC
      stockholders approved two forward stock splits. The first was a 100 for 1 split
      increasing the number of the outstanding common shares to 1,860,000 and the
      second was a 1.77 for 1 stock split resulting in 3,292,200 common shares
      outstanding.




On
      November 10, 1999, NEC acquired all of the outstanding stock of
      March Indy International, Inc. (“March”), in exchange for 7,706,575
      shares of NEC (the “Share Exchange”). March was incorporated in Delaware on
      November 24, 1998 (“inception”). For accounting purposes, the transaction
      was accounted for as a reverse acquisition under the purchase method for
      business combinations, and accordingly the transaction was treated as a
      recapitalization of March, with March having acquired NEC.




On
      June 17, 2000, March declared a one-for-three reverse stock split,
      effective September 26, 2000. This reverse stock split reduced the number
      of our outstanding common stock shares from 12,090,234 to
      4,030,078.




From
      the
      Share Exchange through September 30, 2000, we were in the preliminary
      stages of engaging in the business of designing, building and racing cars for
      Formula One, Cart and Indy competition both in the United States and abroad.
      We
      also planned to develop an internet website to offer and sell merchandise
      products related to our racing efforts. In October 2000, because of our
      inability to successfully organize an Indy car race team and our failure to
      compete in the Indianapolis 500, we discontinued our racing and related
      promotional activities.




In
      2001,
      we changed our name from March to Bancorp International
      Group, Inc.




In
      September 2005, we entered into a non-binding joint venture agreement with
      an
      oil export concern pursuant to which we would acquire rights to sell and market
      the oil and natural gas production from the petroleum reserves of Papua, New
      Guinea. The conditions to this joint venture were not satisfied by the other
      party, and the prospective joint venture did not become effective.




On
      August 19, 2005, our Board of Directors approved and adopted the
      Certificate of Designation Preferences and Right of Preferred Stock
      (“Certificate of Designation”). The Certificate of Designation sets forth the
      preferences and rights of our 15,000,000 authorized shares of preferred stock,
      $.0001 par value, designated as the Series A Convertible Preferred Stock
      (“Series A Preferred Stock”).




On
      August 19, 2005, our stockholders voted to amend our Articles of
      Incorporation to increase the number of authorized shares of common stock from
      25,000,000 at a par value of $.001 to 500,000,000 at a par value of $.0001.
      In a
      second amendment on August 19, 2005, effective January 6, 2006, our
      stockholders approved another amendment to our Articles of Incorporation that
      increased the number of our authorized shares of common stock from 500,000,000
      at $.0001 par value to 2,000,000,000 at $.0001 par value.




On
      January 11, 2006, in accordance with a Settlement Agreement relating to a
      lawsuit brought by us against certain parties, the Company issued 244,748,000
      shares of our common stock. The lawsuit and resulting Settlement Agreement
      are
      discussed under “Legal Proceedings.” These shares were issued in accordance with
      the registration exemption afforded under Section 3(a)(10) of the
      Securities Act of 1933.




In
      June
      2006, we entered into a letter of intent with a Midwestern oil company in effort
      to enable us to acquire the working interest in producing wells and proven
      non-developed reserves. The conditions to the letter of intent were not
      satisfied by the oil company, and the letter of intent was
      abandoned.




1




As
      of
      December 31, 2007, management intends to pursue potential oil and gas
      exploration and development opportunities outside the United States,
      particularly in Papua, New Guinea. See "Recent Events."





**Litigation
      Regarding Common Stock Certificates**




We
      filed
      a lawsuit on April 11, 2007, against approximately 1,500 purported shareholders
      alleging that they hold improperly issued stock certificates (the “Invalid
      Certificates”). We believe that, as of December 31, 2007, of the total
      1,075,133,570 shares of our common stock believed to be issued and outstanding,
      a total of 525,035,229 shares of our common stock were validly issued. This
      amount does not include the shares of common stock purportedly represented
      by
      the Invalid Certificates. See “Legal Proceedings - Stock Certificate” for a
      discussion of the lawsuit.





On
      February 25, 2008, the Securities and Exchange Commission (“SEC”) filed a civil
      action in the United States District Court for the District of Arizona, styled *SEC
      v. Mario A. Pino,* Civil
      Action No. 08-CV-353, against Mario A. Pino (“Pino”) for violating the antifraud
      and securities registration provisions of the federal securities laws. The
      complaint alleges that beginning in early 2005, Pino usurped our “corporate
      identity” by fabricating, issuing and trading fraudulently issued shares of our
      common stock. The complaint also alleges that Pino issued false press releases
      relating to our business, between May 2, 2005 and July 13, 2005, and issued
      millions of fraudulent shares of our common stock to himself and others. The
      complaint alleges Pino sold 175,005,000 shares of our common stock, through
      which he earned profits of $269,033, in unregistered, non-exempt transactions
      into the resulting inflated market.





The
      SEC’s
      complaint alleges that Pino violated Sections 5(a), 5(c), and 17(a) of the
      Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5
      thereunder. The SEC seeks a permanent injunction against Pino, disgorgement,
      including pre- and post-judgment interest, third tier civil penalties, an
      officer and director bar, and a penny stock bar.




According
      to the Offer of Settlement issued by the SEC on February 25, 2008, Pamela J.
      Thompson, acting as an outside chief financial officer to Carter Care, Inc.
      (“Carter Care”), a privately held nursing care company, assisted in the attempt
      to use our shell company status in a reverse merger to take Carter Care public.
      In addition, in April 2005, Ms. Thompson prepared and faxed false documents
      to
      the Nevada Secretary of State that purported to change our registered agent
      and
      corporate officers. Subsequently, Ms. Thompson assisted with the issuance of
      41
      certificates representing over 249,000,000 shares of our common stock, which
      included 20,000,000 shares to Ms. Thompson. Throughout this period, Ms. Thompson
      was aware of information demonstrating that another individual was our actual
      president. In anticipation of the institution of a civil action by the SEC
      against Ms. Thompson for violations of the Securities Act of 1933, as amended and
      the
      Securities Exchange Act of 1934, as amended ,
      Ms.
      Thompson submitted an Offer of Settlement to the SEC, which the SEC accepted
      on
      February 25, 2008. According to the Offer of Settlement, Ms. Thompson (a) shall
      cease and desist from committing or causing any violations and any future
      violations of Sections 5(a), 5(c), 17(a)(2) and 17(a)(3) of the Securities
      Act
      and Section 17A of the Securities Exchange Act and Rule 17Ac2-1 thereunder,
      (b)
      is barred from association with any transfer agent, with the right to reapply
      for association after three (3) years to the appropriate self-regulatory
      organization, and (c) shall pay disgorgement of $7,632 and prejudgment
      interest of $830.82 to the United State Treasury




Due
      to
      the existence of the Invalid Certificates and the actions of Mario A. Pino
      and
      Pamela J. Thompson, we cannot be certain that 1,075,133,570 shares of our common
      stock are the only shares of our common stock presently outstanding, or that
      the
      calculation of such 1,075,133,570 shares does not include duplicative shares.
      We
      believe that stock certificates likely exist that represent shares of our common
      stock of which we are not aware. As a result, the actual number of shares of
      our
      common stock outstanding may be greater or less than 1,075,133,570. We currently
      intend to seek shareholder approval for a reverse stock split at the anticipated
      ratio of 1 for 200. We believe that the reverse stock split, if approved and
      completed, will reduce the number of our outstanding shares of common stock,
      which will assist us in identifying the shares of our common stock remaining
      outstanding. Although there are no assurances that there are not greater or
      fewer shares of our common stock outstanding, this report assumes and all
      references to our outstanding common stock refer to the 1,075,133,570 shares
      noted above.




**Employees**




As
      of the
      date of this report, we have one employee, Thomas Megas, our Chief Executive
      Officer and President, who does not receive any form of compensation or
      remuneration for his services.





**Recent
      Events**




We
      currently intend to seek shareholder approval to undertake a reverse stock
      split in which all of the issued shares of our common stock, whether validly
      or
      invalidly issued, referred to as “old common stock,” will be combined and
      reconstituted as a smaller number of shares of common stock, referred to as
“new
      common stock.” The ratio of the reverse stock split is expected to
      be 1-for-200. The reverse stock split would give the Board of Directors
      authority to implement the reverse stock split at any time it determined prior
      to June 30, 2008, and the authority to decline to implement a reverse stock
      split prior to such date or at all.





We
      are
      unable, without costly and protracted litigation (which our current and very
      limited resources are unable to fund) to effectively identify the shares of
      our outstanding common stock that were lawfully issued by us. The purpose of
      the
      reverse stock split is to decrease the number of shares of old common stock
      in
      order to assist in enabling us to identify and recognize all new common stock
      as
      validly issued and outstanding.




Management
      also believes the reverse stock split is necessary in order to decrease the
      number of outstanding shares of old common stock so that we will have enough
      authorized but unissued shares of common stock to enable the holders of our
      Series A Preferred Stock to convert such preferred stock into shares of common
      stock. As previously described, there are 15,000,000 shares of Series A
      Preferred Stock outstanding which are convertible into 1,500,000,000 shares
      of
      common stock at the option of the holders of the Series A Preferred Stock.
      Accordingly, assuming that a total of approximately 1,075,000,000 shares of
      our
      common stock are issued and outstanding of the total 2,000,000,000 shares
      authorized, if the holders of the Series A Preferred Stock were to convert
      all 15,000,000 shares of Series A Preferred Stock into shares of common stock,
      the shares issuable upon such conversion would exceed our authorized common
      stock by 575,000,000 shares.




2




Management
      believes that reducing the number of shares of our outstanding common stock
      resulting from the reverse stock split and the recognition of all new common
      stock as validly issued and outstanding will enable us to qualify our common
      stock for trading utilizing the clearing services of the Depository Trust
      Company (“DTC”). We have been advised that DTC terminated its trading services
      with respect to our common stock due to our inability to specify which shares
      of
      our common stock are validly issued. We currently recognize the aggregate
      550,049,408 outstanding shares that we are unable to confirm are validly
      issued. Therefore, following the reverse stock split, if implemented by our
      Board of Directors, we intend to apply for approval of DTC to reinstate its
      clearing services for our common stock. We do not know whether the DTC will
      consider such actions sufficient for the DTC to resume clearing transactions
      in
      our common stock.





In
      addition to the reverse stock split, Management desires to amend our Restated
      Certificate of Incorporation to change our name from “Bancorp International
      Group, Inc.” to “Energy Source, Inc.” The reason for such change being that
      management intends to pursue oil and gas exploration and development
      opportunities outside the United States, particularly in Papua, New Guinea,
      and
      believes changing our name to “Energy Source, Inc.” is appropriate to reflect
      our current intentions to pursue such energy opportunities.




Management
      intends to present to our shareholders of
      record for approval the proposed reverse stock split and the proposed name
      change.  Currently, we expect that the annual meeting of our stockholders,
      at which such proposals are expected to be considered, will be held on April
      29,
      2008.




**RISK
      FACTORS**




The
      following factors and the matters discussed below and elsewhere in this report
      should be considered when evaluating our business operations and strategies.
      Additionally, there may be other risks and uncertainties that we are not aware
      of or that we currently deem immaterial, which may become material factors
      affecting our operations and business success. Many of the factors are not
      within our control. We provide no assurance that one or more of these factors
      will not adversely affect us:




·
            the
                market price of our common stock;




·
            any
                business activities undertaken in the
                future;




·
            outside
                market factors that affect our financial condition;
                and




·
            sales
                of additional stock or other equity securities on terms that are
                highly
                dilutive to our shareholders.




We
      have
      not realized any revenue from our operations and have incurred substantial
      losses resulting in an accumulated deficit at December 31, 2007, of
      $4,913,670. In addition, we will continue to incur losses attributable to the
      administrative costs associated with a “blank check, publicly-held shell
      company.” See “Management’s Discussion and Analysis and Plan of
      Operation.”




**If
      we do not obtain additional capital resources, we will be unable to fund any
      business activities undertaken.**




To
      date,
      we have not pursued additional sources of capital resources; however, our
      ability to fund a future business enterprise is directly related to our ability
      to obtain capital resources through the sale or syndication of some or all
      of
      our interests through a public offering or mergers with other viable business
      entities. If we are unsuccessful and capital resources do not become available
      on terms acceptable to us, we will not be able to undertake the business
      enterprise or, if undertaken, to continue the business enterprise. This lack
      of
      capital resources may ultimately result in the loss of an investment in our
      common stock.





3




**We
      may undertake other startup business activities pursuant to sharing arrangements
      that do not result in the anticipated benefits.**




If
      we
      identify and undertake a business enterprise, such as oil and gas exploration
      and development outside the United States, we may enter into various
      cost and revenue sharing arrangements, including joint ventures and
      partnerships, intended to complement or expand the business activities. We
      may
      not realize the anticipated benefits offered by these arrangements. The costs
      of
      obtaining these sharing arrangements may increase our invested cost in the
      business activities without providing a correlating increase in the revenues;
      thus, adversely affecting the financial potential of the business
      activities.





**Any
      business activities or enterprise undertaken outside of the United States will
      involve inherently greater risks.**




We
      currently intend to pursue such oil and gas exploration and development
      opportunities outside of the Unite States. As with any business operation and
      activities outside of the United States, there are a number of inherent risks,
      many of which are beyond our control, including:




·
            changes
                in local regulatory requirements;




·
            changes
                in the laws and policies affecting trade, investment and taxes (including
                laws and policies relating to the repatriation of funds and withholding
                taxes);




·
            differing
                degrees of protection of property
                rights;




·
            instability
                of foreign currencies, economies and
                governments;




·
            cultural
                barriers; and




·
            wars
                and acts of terrorism.




Any
      of
      these factors could have a material adverse effect on our ability to commence
      and continue the business enterprise undertaken, which may adversely affect
      the
      financial potential and success of the undertaken business
      enterprise.




**If
      a market develops for our common stock, the market price of our common stock
      may
      be highly volatile in the market place.**




There
      is
      currently no market for our common stock. Although a market for our common
      stock
      shares previously existed, the trading volume has always been very low.
      Furthermore, we have been delinquent in our reporting obligations under Exchange
      Act and the Depository Trust Company has currently suspended clearing
      transactions on our common stock. If a market redevelops, the market price
      of
      our common stock may be subject to certain fluctuations in response
      to:




·
            variations
                in quarterly operating results of the
                enterprise,




·
            changes
                in earnings estimates by analysts,




·
            development
                of competition within the industry,
                and




·
            general
                stock market conditions.




**Our
      common stock may trade in the over-the-counter market and that market is highly
      volatile and affected by competitive forces outside of our
      control.**




Upon
      bringing the Company filings current and if the DTC lifts its suspension on
      transactions on our common stock, then the common stock may trade on the
      over-the-counter market. The over-the-counter market’s volatility is
      characterized as follows:




4




·
            over-the-counter
                securities are subject to substantial and sudden price increases
                and
                decreases,




·
            at
                times the price (bid and ask) information for the securities may
                not be
                available,




·
            if
                there is an insufficient number of market makers, there is a risk
                that the
                dealers or group of dealers may control the market in our common
                stock and
                set prices that are not based on competitive forces,
                and




·
            the
                available offered price may be substantially below the quoted bid
                price.





**Our
      common stock is subject to the penny stock trading rules which may
      adversely affect the ability to resell the stock.**




Our
      common stock is subject to the “penny stock” rules. A “penny stock” is generally
      a stock that:




·
            is
                only listed in “pink sheets” or on the NASD OTC Bulletin
                Board,




·
            the
                high bid price for the common stock is less than $5.00, and less
                than two
                market makers are currently displaying bid and ask quotations at
                specified
                prices, or




·
            is
                issued by a company with net tangible assets of less than $5 million
                (or
                after having been in existence for more than three years, less than
                $2
                million), or




·
            has
                average revenues during the previous three years of less than $6
                million.




The
      penny
      stock trading rules impose additional duties and responsibilities upon
      broker-dealers and salespersons recommending the purchase a penny stock or
      the
      sale of a penny stock. Required compliance with these rules will materially
      limit or restrict:




·
            the
                ability to resell our common stock,
                and




·
            the
                liquidity typically associated with other publicly traded stocks
                may not
                exist.




**Our
      Chief Executive Officer has voting control and may exercise this control in
      the
      election of our Directors and other stockholder matters.**




Thomas
      Megas, who is our Chief Executive Officer, President and a member of our Board
      of Directors, beneficially owns 1,001,964,751 shares of our common stock, which
      includes 750,000,000 shares that Mr. Megas may acquire upon conversion of
      7,500,000 shares of our Series A Preferred Stock. Such 7,500,000 shares of
      Series A Preferred Stock is entitled to 100 votes per share, or 750,000,000
      votes. This amount represents approximately 44.9% of our voting stock and
      enables him to control matters that are subject to the approval of our
      stockholders. Although Mr. Megas, in his capacity as a Director and our
      Chief Executive Officer has a fiduciary duty to our stockholders, Mr. Megas
      may exercise his voting control in a manner personally beneficial to him and
      to
      the detriment or disadvantage of our other stockholders.




**Loss
      of Key Personnel**




Our
      success depends to a significant degree upon the efforts, contributions and
      abilities of our Chief Executive Officer and President, Mr. Megas. The loss
      of
      the services of Mr. Megas could have a material adverse effect on our ability
      to
      engage in future business activities. We do not maintain any insurance covering
      the disability or life of our executive officer or directors.




5




**Going
      Concern**




We
      have
      experienced net losses since our inception. We have not generated revenues
      from
      operations since inception, and currently have not undertaken
      any business enterprise. Without additional capital or financing, we will
      not be able to meet our working capital needs.  These factors raise
      substantial doubt about our ability to continue as a going concern.




**Although
      management intends to pursue oil and gas exploration and development
      opportunities outside the United States, no such business has been undertaken,
      and our stockholders are unable to currently ascertain the merits or risks
      of any particular business’ operation or plan of operation.**




If
      we
      begin to pursue oil and gas exploration and development opportunities
      outside the United States or any other business enterprise, we may complete
      a
      business combination with a financially unstable company or an entity in its
      development stage, and we may be affected by numerous risks inherent in the
      business operations of those entities. Although our management will endeavor
      to
      evaluate the risks inherent in a particular prospective business opportunity,
      if
      any, we cannot assure you that we will properly ascertain or assess all of
      the
      significant risk factors, or that we will have adequate time to complete due
      diligence.







**Members
      of our management may allocate their time to other businesses, thereby causing
      conflicts of interests in their determination as to how much time to devote
      to
      our affairs. This may have a negative impact on our ability to identify or
      undertake a business enterprise.**




Our
      officer and directors are not required to, and will not, commit their full
      time
      to our affairs, which may result in a conflict of interest in allocating their
      time between our operations and other businesses. This could have a negative
      impact on our ability to identify and/or undertake a business enterprise or
      other business activity. Each member of our management is engaged in other
      business endeavors and is not obligated to contribute any specific number of
      hours per week to our affairs. We cannot assure you that these conflicts will
      be
      resolved in our favor.





**Our
      outstanding Series A Preferred Stock may have an adverse effect on the market
      price of common stock and make it more difficult to effect a business
      combination.**




We
      have
      outstanding 15,000,000 shares of our Series A Preferred Stock, which is
      convertible into 1,500,000,000 shares of our common stock. The Series A
      Preferred Stock is currently held by Mr. Megas (7,500,000 shares) and Mr.
      Stewart Sytner (7,500,000 shares). To the extent we issue shares of common
      stock
      to effect a business combination or other acquisition, the potential for the
      issuance of substantial numbers of additional shares of common stock upon
      conversion of the Series A Preferred Stock could make us a less attractive
      partner or constituent in the eyes of a target business as such securities,
      when
      converted, will increase the number of issued and outstanding shares of our
      common stock. Accordingly, our Series A Preferred Stock may make it more
      difficult to undertake a business enterprise or may increase the cost of a
      target business. Additionally, the sale, or even the possibility of sale, of
      the
      shares of common stock underlying the Series A Preferred Stock could have an
      adverse effect on the market price for our securities. If, and to the extent
      the
      Series A Preferred Stock is converted, our shareholders may experience dilution
      to their holdings.





**Actions
      taken and expenses incurred by our officers and directors on our behalf will
      not
      be subject to “independent” review.**




Each
      of
      our directors owns shares of our common stock and, although no salary or other
      compensation which will be paid to them for services unless and until we
      undertake a business enterprise or other business activity, they along with
      a
      substantial shareholder, Mr. Sytner, may receive reimbursement for out-of-pocket
      expenses incurred by them in connection with activities on our behalf, such
      as
      attempting to identifying potential business enterprise opportunities and
      performing due diligence with respect to such opportunities. There is no limit
      on the amount of these out-of-pocket expenses, and there will be no review
      of
      the reasonableness of the expenses by anyone other than our board of directors,
      which includes persons who may seek reimbursement, or a court of competent
      jurisdiction if such reimbursement is challenged. Although we believe that
      all
      actions taken by our directors and substantial shareholders on our behalf will
      be in our best interests, we cannot assure you that this will be the case.
      If
      actions are taken, or expenses are incurred that are not in our best interests,
      it could have a material adverse effect on our ability to undertake a business
      enterprise. See “Certain Relationships and Related Party
      Transactions.”




6





**Item
      2.**  **Description
      of Property**




**Facilities**




Our
      corporate office is located at 3126 South Blvd., Suite 264, Edmond,
      Oklahoma 73013. The office space is leased without charge on a year to year
      basis. If, and when, we undertake a business development enterprise, we intend
      to relocate our office to facilities that will then serve our needs, both in
      location and facility size.




**Item
      3.****Legal
      Proceedings**




**Pino
      Litigation**




In
      August
      2005, management became aware of the unauthorized issuance of approximately
      243,842,000 shares of our common stock (the “Wrongfully Issued Shares”) to
      various entities and individuals for services and gifts, whereupon these
      entities and individuals attempted to sell the Wrongfully Issued Shares in
      the
      open market. Our current officers and directors had no relationship with the
      entities and individuals that issued the Wrongfully Issued Shares.




In
      September 2005, we filed a civil action (the “Pino Litigation”) in the
      District Court of Oklahoma County, Oklahoma, styled *Bancorp
      International Group, Inc. v. Mario A. Pino, an individual, Sam Deeb, an
      individual, Jean Carlos Medina, an individual, Charles Weller, an individual,
      Barkev Kibarian, an individual, Felica Morales, an individual,
      Clearstock, Inc., a Texas corporation, DealFlo, L.L.C., a New York Limited
      Liability Company, The Grace Trust, a foreign trust, Global Consulting Group,
      a
      Maryland corporation, Intelligent Message Distributors, a Nevada corporation,
      and Wall Street Group, L.L.C., a Arizona limited liability
      company* (the
“Defendants”), Case No. CJ-2005-7459 (the “Civil Litigation”), seeking the
      return of the Wrongfully Issued Shares and the Defendants’ receipt of proceeds
      from the sale of those shares.




In
      the
      Civil Litigation we alleged that Mr. Pino individually and through various
      affiliated entities and co-conspirators, including the Wall Street Group,
      L.L.C., prepared or possessed 20 or more common stock certificates purportedly
      representing 235,000,000 shares of our common stock, the previously referred
      to
      Wrongfully Issued Shares that were distributed to various individuals and
      entities, including the other Defendants. We could not determine if, in addition
      to the 235,000,000 shares, any additional shares were wrongfully
      issued.




Capital
      Growth Financial, L.L.C. and JH Darbie & Co., holders of our common
      stock, intervened in the Civil Litigation (the “Interveners”) and alleged that
      we negligently hired the Defendants and negligently supervised their actions
      and
      activities, and asserted Oklahoma and federal securities fraud and
      failure-to-register claims against the Defendants and us.




In
      conjunction with the Civil Litigation, we reached an agreement with JH
      Darbie & Co., under which we delivered 25,025,000 common stock shares
      to JH Darbie & Co. to be held pending settlement or conclusion of the
      Civil Litigation. These shares were delivered to JH Darbie & Co. to
      satisfy the requirements of DTC until common stock shares eligible to be resold
      without restriction could be delivered by JH Darbie & Co. to cover its
      short position in our common stock. Furthermore, JH Darbie & Co. placed
      in trust $72,500 to be used to pay the costs incurred by us in the
      litigation.




On
      January 11, 2006, the Court entered an Order Approving Settlement Agreement
      (the “Order”). As a result of issuance of the Order, a settlement agreement (the
“Settlement Agreement”) became binding upon the Company and the Defendants Mario
      Pino, Barkev Kibarian, Juan Carlos Medina, Wall Street Group, L.L.C.,
      Clearstock, Inc., Sam Deeb, Global Consulting Group., DealFlo, L.L.C., and
      Intelligent Message Distributors (the “Settling Defendants”) and the Interveners
      with an effective date of December 8, 2005.




7


In
      accordance with the Settlement Agreement, our claims against the Settling
      Defendants and the claims of the Settling Defendants against us were resolved
      by
      the exchange of releases of claims, a release of the Wrongfully Issued Shares
      and payments to us in the aggregate sum of $171,546 from funds held at Capital
      Growth Financial, L.L.C. and the further agreement to pay an additional $277,093
      by Capital Growth. Furthermore, the claims of the Interveners against us were
      released for the issuance of 25,025,000 shares of our common stock to JH
      Darbie & Co. and 219,723,000 shares of our common stock to Capital
      Growth Financial, L.L.C. for an aggregate sum of 244,748,000 common stock shares
      (the “Newly Issued Shares”). These shares were required to be deposited with DTC
      by JH Darbie & Co. and Capital Growth Financial, L.L.C. in satisfaction
      of their short positions with companies through which securities purchase and
      sale transactions are cleared on behalf of JH Darbie & Co. and Capital
      Growth Financial, L.L.C. The Newly Issued Shares were issued in accordance
      with
      the registration exemption afforded under Section 3(a)(10) of the
      Securities Act.




In
      addition, Defendants Pino, Medina, Kibarian, Global Consulting Group,
      Intelligent Message Distributors and Wall Street Group, L.L.C. agreed to
      indemnify and hold harmless the Company against all actions, suits, proceedings,
      demands, and assessments brought by any past, present or future holder of our
      common stock in connection with the Settlement Agreement and our various claims
      settled in the Settlement Agreement and any associated judgments, attorney’s
      fees, costs and expenses.




The
      Defendants, Grace Trust, Charles Weller, and Felica Morales (“Non-Settling
      Defendants”), did not execute the settlement agreement and accordingly did not
      settle the claims asserted against them in the Civil Litigation. In February
      2006, we received judgments against the Non-Settling Defendants, other than
      The
      Grace Trust. The approximate number of shares is 243,842,000.




**Stock
      Certificate Litigation**




We
      filed
      a lawsuit (the “Stock Certificate Litigation”) on April 11, 2007, against
      approximately 1,500 shareholders alleging that they hold invalid stock
      certificates (the “Invalid Certificates”) that were wrongfully issued and
      distributed by Mr. Pino and others, which represent the remaining outstanding
      Wrongfully Issued Shares that we are currently able to identify from the Pino
      Litigation. The style of the lawsuit was *Bancorp
      International Group, Inc. v. Michael W. Cannan, et al.,* Case No.
      CJ-2007-3181, District Court of Oklahoma County, State of Oklahoma. The lawsuit
      requests the court to rule that the stock certificates held by the defendants
      representing the Wrongfully Issued Shares be declared void and that we be
      awarded damages and attorney’s fees and costs in connection with the Stock
      Certificate Litigation. It was our intent that the Stock Certificate Litigation
      would determine which certificates and related shares of common stock are valid
      and which are not valid.





In
      May
      2007, the Company dismissed the lawsuit without prejudice because the Board
      of
      Directors determined that continuing the litigation would be cost prohibitive
      the Company recognized the additional shares as outstanding common stock and
      charged Paid in Capital for the par value of the shares.




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




No
      matters were submitted to a vote of our stockholders during the fourth quarter
      of 2007.





**PART II**





**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters and Small Business Issuers
      Purchases of Equity**  **Securities**




**Lack
      of Market**




Prior
      to
      our common stock qualifying for quotation on the Over-the-Counter Bulletin
      Board
      (the “OTCBB”) under the symbol “INDQ” in November 1999, the common stock
      only minimally traded. In 2000, our common stock was removed from the OTCBB.
      All
      trading activity is currently quoted in the “pink sheets” under the symbol
“BCIT.” We were advised by DTC that it would not provide settlement services for
      transactions in our common stock due to the existence of Invalid Certificates.
      We currently believe that DTC will once again provide settlement services for
      transactions in our common stock once the Stock Certificate Litigation is
      resolved, although there are no assurances DTC will do so.****See
“Legal Proceedings.”




8




The
      following table presents the range of high and low bid prices per common stock
      share for the quarterly periods presented. The bid prices reflect inter-dealer
      prices, without mark-ups, mark-downs or commissions and may not present the
      actual price paid for the shares.




**Common
                Stock Bid Price****Quarter
                Ended:**
            
            **Low**
            
            **High**March
                31, 2008
            
            
            n/a
            
            
            n/aDecember
                31, 2007
            
            $
            n/a
            
            $
            n/aSeptember
                30, 2007
            
            $
            n/a
            
            $
            n/aJune
                30, 2007
            
            $
            n/a
            
            $
            n/aMarch
                31, 2007
            
            $
            n/a
            
            $
            n/aDecember
                31, 2006
            
            $
            0.0001
            
            $
            0.1500September
                30, 2006
            
            $
            0.0001
            
            $
            0.1500June
                30, 2006
            
            $
            0.0001
            
            $
            0.0030March
                31, 2006
            
            $
            0.0001
            
            $
            0.0030





**Dividend
      Policy**




As
      of
      December 31, 2007, there were 76 record owners of our common stock. This number
      excludes approximately 1,500 persons or entities we have identified as holding
      Invalid Certificates. See “Legal Proceedings.”




We
      have
      never declared or paid dividends on our common stock. We intend to follow a
      policy of retaining earnings, if any, to finance the growth of the business
      and
      do not anticipate paying any cash dividends in the foreseeable future. The
      declaration and payment of future dividends on the common stock will be the
      sole
      discretion of the Board of Directors and will depend on the our profitability
      and financial condition, capital requirements, statutory and contractual
      restrictions, future prospects and other factors deemed relevant.




**Repurchase
      of Equity Securities**




During
      2006, 48,933 shares of our common stock were surrendered, without the payment
      of
      consideration by us, as part of the Settlement Agreement. See “Legal
      Proceedings.”




**Securities
      Authorized for Issuance under Equity Compensation Plans.**




In
      1999,
      Mr. Megas was issued an option to purchase 400,000 shares of our common stock
      at
      an exercise price of $1.00 per share. The option was issued to Mr. Megas
      pursuant to the terms of his Employment Agreement. On February 23, 2006,
      Mr. Megas released all of his rights under the Employment Agreement, and
      surrendered the stock option. As of December 31, 2007, we had no equity
      compensation plans or other outstanding options to acquired common
      stock.





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




**Discontinued
      Operations.**




Since
      inception, we have not realized any revenue from operations. We discontinued
      our
      motor racing business activities in the third quarter of 2000 and since that
      time have not undertaken any business activities. Accordingly, all of these
      activities are reflected as discontinued operations in 2000, with a loss of
      $4,488,503. Because we do not have any assets and do not conduct any business
      activities, we are classified as a “shell company.” As of the date of this
      report, management intends to pursue oil and gas exploration and
      development opportunities outside the United States. It is not certain the
      Company will be able to obtain the funds necessary to pursue any such
      opportunities or that this strategy will yield successful oil and gas
      exploration and development opportunities.




9




**Operations**




Our
      operations for the years ended December 31, 2007 and 2006 were primarily of
      a corporate nature including legal, accounting and general corporate
      administrative matters. We did not conduct any business enterprise activities
      during 2007 and 2006.




**Going
      Concern**




As
      indicated in the notes to the financial statements included in this report,
      the
      financial statements have been prepared assuming that we will continue as a
      going concern. In the year ended December 31, 2007, we incurred a net loss
      of approximately $61,154. In addition, at December 31, 2007 and 2006, we
      had working capital deficiencies of approximately $424,000 and $394,000,
      respectively. These conditions raise substantial doubt about our ability to
      continue as a going concern. The accompanying financial statements do not
      include any adjustments that might be necessary in the event we are unable
      to
      continue as a going concern.





**12-Month
      Overhead Budget**




Our
      budgeted overhead expenses for the 12 months ending December 31, 2007, are
      as
      follows:




**Expenditures:**
            
            **Per**
              **Month**
            
            **12**
              **Months**Travel
                expenses
            
            $
            3,000
            
            $
            36,000Hotel
                accommodations
            
            
            2,500
            
            
            30,000Rent
                and office expenses
            
            
            1,000
            
            
            12,000Legal
                expenses
            
            
            5,000
            
            
            60,000Accounting
                expenses
            
            
            7,500
            
            
            90,000Utilities
                and telephone
            
            
            3,000
            
            
            36,000Transfer
                agent
            
            
            625
            
            
            7,500Office
                supplies and equipment
            
            
            1,042
            
            
            12,500Miscellaneous
                expenses
            
            
            3,500
            
            
            42,000Total
                Administrative Expenditures
            
            $
            27,167
            
            $
            326,000





Other
      than our commitments discussed above, we do not have any capital commitments.
      We
      have no plans to raise additional funds during the next 12 months. We expect
      that the expenses listed above will only be funded if, when, and as Mr. Megas
      and/or Mr. Sytner determine to incur such expense on our behalf. If they incur
      any such expenses, they will be entitled to reimbursement from us. See “Certain
      Relationships and Related Party Transactions.”





**Item
      7.**  **Financial
      Statements**




Our
      financial statements which are prepared in accordance with Regulation S-B are
      set forth in this report beginning on page F-1.





**Item
      8.**  **Changes
      in and Disagreements with Accountants and Financial
      Disclosure**




There
      have been no disagreements concerning matters of accounting principle or
      financial statement disclosure between us and our independent accountants.
      In
      June 2006, we changed our independent accounting firm from Sherb & Co., LLP
      to Leiberman and Associates, P.A.





**Item
      8A(T).**  **Controls
      and Procedures.**




We
      do not
      maintain formal disclosure controls and procedures to ensure that information
      required to be disclosed by us in the reports filed under the Securities
      Exchange Act, is recorded, processed, summarized and reported within the time
      periods specified by the SEC’s rules and forms. We currently are unable to fund
      the design development of such disclosure controls and procedures. Further,
      if
      disclosure controls and procedures were designed, we are currently unable to
      adequately staff and supervise the implementation of such controls and
      procedures. As a result, our current circumstances could lead to the untimely
      identification and resolution of accounting and disclosure matters and the
      failure to perform timely and effective reviews.




10




As
      a
      result and based upon his evaluation as of the end of the period covered by
      this
      report, our Chief Executive Officer and Acting Chief Financial Officer concluded
      that our disclosure controls and procedures are not effective to ensure that
      information required to be included in our periodic SEC filings is recorded,
      processed, summarized, and reported within the time periods specified in the
      SEC
      rules and forms.




No
      corrective actions were taken to correct the material weaknesses in our
      disclosure controls and procedures because of the lack of required financial
      resources necessary to correct such weaknesses.




This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management’s report in this annual report.




**Item
      8B.**  **Other
      Information**




None.





**PART III**





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




Set
      forth
      below is certain information with respect to our executive officer and
      directors. Directors are generally elected at the annual shareholders’ meeting
      and hold office until the next annual shareholders’ meeting and until their
      successors are elected and qualify. Executive officers are elected by the Board
      of Directors and serve at its discretion. Our Bylaws provide that the Board
      of
      Directors shall consist of such number of members as the Board of Directors
      may
      from time to time determine by resolution or re-election, but not less than
      two.
      Our Board of Directors currently consists of two individuals.





**Name**
            
            **Age**
            
            **Position**Thomas
                Megas
            
            62
            
            Chairman
                of the Board of Directors,
              Chief
                Executive Officer, President, and
              Acting
                Chief Financial OfficerMartin
                Duffy
            
            61
            
            Director
                and Secretary




The
      following is a brief description of the business background of our executive
      officers and directors:




Thomas
      Megas is one of our founders and has served as President, Chief Executive
      Officer and a member of the Board of Directors since inception, and also serves
      as Chairman of the Board of Directors (since June 5, 2001) and as our
      Acting Chief Financial Officer. From 1992 to 1998, Mr. Megas served as
      Director of March Europe and as consultant to companies in the design and
      development of racing cars in Formula One and other Formula One competitors.
      Mr. Megas has previously been involved in hotel ownership and commercial
      real estate development in Europe from 1991 to 1999. Mr. Megas is currently
      an
      investor focusing on government projects. Mr. Megas earned his B.A. from
      London University in 1962 in Banking and Finance and his M.B.A. from the Wharton
      School of the University of Pennsylvania in 1969.




Martin
      Duffy has served as one of our Directors since November 1999. He has been
      involved in auto racing chassis design and construction since 1992, when he
      became a Director of March Europe. Mr. Duffy is a banker by profession and
      from 1990 to 1995 was a Director of RA Coleman International, an
      investment-banking group in the U.K. From 1961 to 1981, Mr. Duffy served as
      Bank Manager and Financial Consultant for National Westminster Bank PLC. Mr.
      Duffy currently provides business consulting services. Mr. Duffy completed
      his education in Banking with National Westminster Bank in 1960.





11




**Director
      Compensation**




We
      do not
      compensate Directors for serving on our Board of Directors or attending meetings
      of the Board or any committee of the Board. We have agreed to reimburse our
      Directors (including our Directors who are employees) for travel and
      out-of-pocket expenses in connection with their attendance at meetings of our
      Board. No interest accrues on the amounts to be paid to our Directors as
      reimbursement for such expenses. See “Certain Relationships and Related Party
      Transactions—Reimbursable Expenses.”




**Compliance
      with Section 16(a) of the Securities Exchange Act of
      1934**




Section 16(a) of
      the Securities Exchange Act of 1934, as amended, requires our directors,
      officers, and persons who own more than 10% of our common stock or other
      registered class of our equity securities to file reports of ownership and
      changes in ownership with the Securities and Exchange Commission. Officers,
      directors and greater than 10% shareholders are required to furnish us with
      copies of all Section 16(a) forms they file. To our knowledge, based
      solely on its review of the copies of such reports furnished to us and written
      representations that no other reports were required during the fiscal year
      ended
      December 31, 2007, all Section 16(a) filing requirements applicable to its
      officers, directors and greater than 10% beneficial owners were complied with,
      except (a) Mr. Megas did not file a Form 3 upon becoming a reporting person
      or
      two Form 4s to report two transactions; (b) Mr. Sytner did not file a Form
      3
      upon becoming a reporting person or two Form 4s to report two transactions;
      and
      (c) Martin Duffy did not file a Form 3 upon becoming a reporting
      person.




**Item
      10.**  **Executive
      Compensation**




The
      following table sets forth the total cash compensation, paid or accrued, to
      our
      Chief Executive Officer during the years ended December 31, 2007, 2006 and
      2005. We had no other executive officers serving as of the end of
      2007.





**Summary
      Compensation Table**




**Annual Compensation
                (1)****Name and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Total**Thomas
                Megas
            
            
            2007
            
            $
            0
            
            $
            —
            
            $
            0Chairman
                of the Board of Directors, Chief Executive Officer, President and
                Acting
            
            
            2006
            
            $
            0
            
            $
            —
            
            $
            0Chief
                Financial Officer
            
            
            2005
            
            $
            831,875
            (2)
            $
            —
            
            $
            831,875Martin
                Duffy
            
            
            2007
            
            $
            0
            
            $
            —
            
            $
            0Secretary
            
            
            2006
            
            $
            0
            
            $
            —
            
            $
            02005
            
            $
            0
            
            $
            —
            
            $
            0




(1)
            Mr. Megas
                did not receive any non-cash compensation, perquisites or other personal
                benefits during each of 2007 and 2006 and Mr. Duffy did not receive
                any
                non-cash compensation, perquisites or other personal benefits during
                each
                of 2007, 2006 and 2005.




(2)
            These
                amounts accrued as salary to Mr. Megas under his Employment Agreement
                entered into in 1999, but we did not pay any compensation to Mr.
                Megas. On
                February 23, 2006, Mr. Megas released all of his rights under
                his Employment Agreement without payment of the accrued
                salary.




**Employment
      Arrangements**




In
      1999,
      we entered into an Employment Agreement with Thomas Megas. The Employment
      Agreement had an initial term of three years, and was extendable by agreement
      for an additional two-year term and then additional one-year terms thereafter.
      The Employment Agreement provided for compensation to begin June 1, 2000 at
      a rate of $250,000 to be increased by $125,000 after the first year, then an
      additional $225,000 after the second year, and an additional ten percent (10%)
      per year following the third year and thereafter. Mr. Megas was granted
      stock options exercisable for the purchase of 400,000 shares of our common
      stock
      for $1.00 per share. These options vested as to 100,000 shares on June 1,
      2000, 50,000 shares on November 30, 2000, 50,000 shares on May 31,
      2000, 50,000 shares on November 30, 2001, and 150,000 shares on
      May 31, 2002.  On February 23, 2006, Mr. Megas released us
      from all obligations under his Employment Agreement, including the stock options
      and all of his accrued and unpaid salary. No compensation was paid to Mr. Megas
      under the Employment Agreement.




12




**Equity
      Compensation Plans**




We
      have
      not established or entered into any equity compensation plans.




**Director
      Liability and Indemnification**




As
      permitted by the provisions of the Nevada Revised Statues, our Articles of
      Incorporation (the “Articles”) eliminates in certain circumstances the monetary
      liability of our directors for a breach of their fiduciary duty as directors.
      These provisions do not eliminate the liability of a director (i) for a
      breach of the director’s duty of loyalty to us or our shareholders;
      (ii) for acts or omissions by a director not in good faith or which involve
      intentional misconduct or a knowing violation of law; (iii) for liability
      arising under the Section 78.300 of the Nevada Revised Statues (relating to
      the declaration of dividends and purchase or redemption of shares in violation
      of the Nevada private corporation laws); or (iv) for any transaction from
      which the director derived an improper personal benefit. In addition, these
      provisions do not eliminate liability of a director for violations of federal
      securities laws, nor do they limit our rights or the rights of our shareholders,
      in appropriate circumstances, to seek equitable remedies such as injunctive
      or
      other forms of non-monetary relief. Such remedies may not be effective in all
      cases.




Our
      Articles of Incorporation and Bylaws provide that we will indemnify our
      directors and officers. Under such provisions, any director or officer, who
      in
      his or her capacity as an officer or director, is made or threatened to be
      made,
      a party to any suit or proceeding, may be indemnified if the director or officer
      acted in good faith and in a manner he or she reasonably believed to be in
      or
      not opposed to our best interest. The Bylaws further provide that this
      indemnification is not exclusive of any other rights that an officer or director
      may be entitled. Insofar as indemnification for liabilities arising under the
      Bylaws or otherwise may be permitted to our directors and officers, we have
      been
      advised that in the opinion of the Securities and Exchange Commission
      indemnification is against public policy and is, therefore,
      unenforceable.





**Item
      11.****Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters**




**Security
      Ownership of Certain Beneficial Owners and Management**




The
      following table presents certain information regarding the beneficial ownership
      of our common stock as December 31, 2007, of




·
            the
                only persons known by us to own beneficially more than 5% of our
                common
                stock,




·
            each
                of our directors and executive officers (including those executive
                officers named in the Summary Compensation Table),
                and




·
            of
                our current executive officer and directors as a group, together
                with
                their percentage holdings of the beneficially owned shares. All persons
                listed have sole voting and investment power with respect to their
                shares
                unless otherwise indicated.





13





Name
                and Address of Beneficial Owner
            
            Aggregate
                Number of Shares Beneficially Owned
            
            Percent
                of Outstanding Shares(1)Thomas
                Megas(2)
              3126
                S. Boulevard, Suite 264
              Edmond,
                Oklahoma 73013
            
            
            1,001,964,571
            
            
            44.9%Stewart
                Sytner(3)
              3126
                S. Boulevard, Suite 264
              Edmond,
                Oklahoma 73013
            
            
            750,415,025
            
            
            33.7%Martin
                Duffy(4)
            
            
            33,334
            
            
            *All
                directors and executive officers as a group (2 persons)
            
            
            1,001,998,085
            
            
            44.9%




*less
                than 1%





(1)
            Based
                upon 525,035,229 shares of common stock outstanding as of December
                31,
                2006. See “Description of Business - Litigation Regarding Common Stock
                Certificates.” This percentage includes the number of shares of common
                stock that the beneficial owner may acquire upon conversion of our
                outstanding shares of Series A Preferred
                Stock.




(2)
            Mr. Megas
                is our Chief Executive Officer, President, Acting Chief Financial
                Officer
                and a Director. The number of shares includes 750,000,000 shares
                of common
                stock issuable upon conversion of 7,500,000 shares of Series A Preferred
                Stock owned by Mr. Megas.




(3)
            The
                number of shares includes 750,000,000 shares of common stock issuable
                upon
                conversion of 7,500,000 shares of Series A Preferred Stock owned
                by
                Mr. Sytner.




(4)
            Mr. Duffy
                is a Director and Secretary.





**Item
      12.****Certain
      Relationships and Related Transactions**




Set
      forth
      below is a description of certain transactions since January 1, 2006, and any
      currently proposed transactions with our officers, directors, and shareholders
      that beneficially own more than 5% of our common stock.




**Common
      Stock Issuance**




On
      January 6, 2006, we issued 251,231,084 common stock shares to Thomas Megas
      in
      reimbursement of $36,925 of costs incurred by Mr. Megas on our behalf in
      his capacity as our Chairman and Chief Executive Officer. These costs consisted
      of $33,000 paid to consultants for professional services including accounting
      and legal services and $3,925 for travel expenses. The shares represented
      payment in full for the above expenses and had a market value of $25,123, the
      difference between market value and the total advance was recorded as paid
      in
      capital to the Company.




**Series
      A Preferred Stock**




On
      January 6, 2006, we issued 7,500,000 shares of our Series A Preferred
      Stock to Mr. Megas as settlement of our $223,247 indebtedness owed to
      Mr. Megas that was incurred from 2000 through 2005. On that date, we also
      issued 7,500,000 shares of our Series A Preferred Stock to Stewart Sytner
      in reimbursement of $232,272 of costs and expenses incurred by Mr. Sytner
      on our behalf from 2000 through 2005.




14




The
      holders of shares of the Series A Preferred Stock have the right, at their
      option, to convert the Series A Preferred Stock into shares of our common
      stock at a ratio of 1 share of Series A Preferred Stock for 100 shares of
      common stock. The shares of our Series A Preferred Stock are entitled to
      receive dividends of every kind declared and paid to holders of our common
      stock, at a rate equal to the set conversion rate of 1:100. In addition, the
      holders of Series A Preferred Stock have a right to have their shares adjusted
      in the event of future issuances of common shares that would have a dilutive
      effect on the Series A Preferred Stock. The Series A Preferred Stock has voting
      rights equal to the number of shares of common stock that the Series A Preferred
      Stock is convertible into, whether or not converted. In the event of our
      liquidation or dissolution or winding up, voluntary or involuntary, the holders
      of the outstanding Series A Preferred Stock will be entitled to receive
      liquidation benefits identical to those received by holders of common stock,
      provided that each share of the Series A Preferred Stock will be treated as
      if equal to 100 shares of common stock.




**Reimbursable
      Expenses**




In
      addition to the debts settled with the issuance of the Series A Preferred Stock
      to Mr. Megas and Mr. Sytner, on January 6, 2006 (see “—Series A Preferred
      Stock”), Mr. Megas and Mr. Sytner have either advanced to us or paid for our
      benefit additional amounts (see “Risk Factors - Actions taken and expenses
      incurred by our officers and directors on our behalf will not be subject to
      “independent” review”), for which we have agreed to repay them. These advances
      include the payment of our accounting fees, legal fees, and other working
      capital costs. The schedule below sets forth the date of each resulting note
      and
      the original amounts advanced on our behalf by Mr. Megas and Mr. Sytner in
      respect of each resulting note. As of March 31, 2008, we have not repaid any
      amounts owing under these notes, which are payable on demand and bear interest
      at 4% per annum.




Date
                  of Note
              
              Principal
                  Balance
                owing
                  to Mr. Megas
              
              Principal
                  Balance
                owing
                  to Mr. SytnerJune
                  2000
              
              $
              -
              
              $
              60,641June
                  2006
              
              $
              28,537
              
              $
              -June
                  2007
              
              $
              45,310
              
              $
              30,000Total
                  amount owing:
              
              $
              73,847
              
              $
              90,641
  **Item
        13.**  **Exhibits**


**Exhibit No.**
              
              **Description**3(i)1
              
              Registrant’s
                  Articles of Incorporation, incorporated by reference to Exhibit 3.1
                  of Registrant’s Annual Report on Form 10-KSB for the year ended 2001
                  filed with the Commission on April 5, 2006.3(ii)2
              
              Registrant’s
                  Bylaws, incorporated by reference to Exhibit 3.2 of Registrant’s
                  Registration Statement on Form 10-SB filed with the Commission on
                  January 14, 1999.
 
 4.1
              
              Form of
                  Certificate of Common Stock of Registrant, incorporated by reference
                  to
                  Exhibit 4.1 of Registrant’s Annual Report on Form 10-KSB for the
                  year ended 2001 filed with the Commission on April 5,
                  200610.1
              
              Settlement
                  Agreement among Registrant, Mario A. Pino, Jean Carlos Medina,
                  Barkev
                  Kibarian, Clearstock, Inc., Global Consulting Group, and Wall Street
                  Group, L.L.C., with effective date of January 6, 2006, incorporated
                  by reference to Exhibit 10.1 of Form 8-K filed with the
                  Commission on March 3, 2006.23.1
              
              Consent
                of Independent
                Registered Public Accounting Firm.31.1
              
              Certification
                  of Thomas Megas, Chief Executive Officer and Acting Chief financial
                  Officer of Registrant.32.1
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of Sarbanes-Oxley Act of 2002 of Thomas Megas, Chief
                  Executive Officer and Acting Chief Financial Officer of
                  Registrant.
 
 15


**Item
      14.**  **Principal
      Accountant Fees and Services**




**Fees
      for Independent Auditors**




In
      December 2005, Sherb & Co., LLP was engaged as our independent auditors
      to provide professional services the audit of our annual financial statements
      for the years ended December 31, 2000 and 2001 and review of the unaudited
      financial statements included in our Quarterly Reports on Form 10-QSB
      commencing with the three months ended September 30, 2000. On June 8,
      2006, we dismissed Sherb & Co., LLP and engaged Lieberman and Associates
      P.A. as our independent auditors for the years ended December 31, 2002
      through 2006.




Sherb
      & Co., LLP issued its reports on our consolidated financial statements for
      the years ended December 31, 2002 and 2001 and reviewed our unaudited
      consolidated financial statements for the three months ended September 30,
      2000, March 31, 2001, June 30, 2001, and September 30,
      2001.




***Audit
      Fees.*** Total
      audit fees for our 2007 financial statements have not been determined, but
      are
      estimated to total $7,500. Total audit fees for 2006 were $7,500.




***Tax
      Fees.*** The fees
      billed for tax services for the year ended December 31, 2007 will
      approximate $1,000. Such fees billed for 2006 were $1,000.




***All
      Other Fees.*** We do
      not anticipate engaging Lieberman and Associates, P.A. for any other services
      other than those related to the audit of our financial statements and the
      providing of pre-approved tax services.




**Audit
      Committee Pre-Approval Procedures**




Our
      Board
      of Directors has not designated a standing audit committee; the entire Board
      of
      Directors performs the functions of an audit committee. Acting in the capacity
      of an audit committee, our Board of Directors follows procedures pursuant to
      which it pre-approves all audit, audit-related and tax services, and all
      permissible non-audit services. Circumstances may arise that require engagement
      of the independent public accountants for additional services not contemplated
      in the original pre-approval. In those instances, we will obtain the specific
      pre-approval of our Board of Directors acting in the capacity as an audit
      committee before engaging our independent public accountants. The procedures
      require our Board of Directors be informed of each service, and the procedures
      do not include any delegation of our Board of Directors responsibilities to
      management. Our Board of Directors acting in the capacity of an audit committee
      may delegate pre-approval authority to one or more of its members. The member
      to
      whom this authority is delegated will report any pre-approval decisions to
      our
      Board of Directors at its next scheduled meeting.




All
      of
      the audit-related fees, tax fees and all other fees of Sherb & Co. LLP
      and Lieberman and Associates, P.A. were pre-approved by our Board of
      Directors.




16




**SIGNATURES**




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




BANCORP
                INTERNATIONAL GROUP, INC.(Registrant)By:
            /S/
                THOMAS MEGASThomas
                MegasChief
                Executive OfficerPresidentActing
                Chief Financial Officer




Date:
      April 3, 2008




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




**Signature**
            
            **Title**
            
            **Date**/s/
                THOMAS MEGAS
            
            Chief
                Executive Officer
            
            April
                3, 2008Thomas
                Megas
            
            President
              Acting
                Chief Financial OfficerChairman
                of Board of Directors/s/
                MARTIN DUFFY
            
            Director
            
            April
                3, 2008Martin
                Duffy




17


**LIEBERMAN
          & ASSOCIATES P.A.**
 **CERTIFIED
          PUBLIC ACCOUNTANT**
  **800
                    E. Cypress Creek Rd. Suite 200 Ft. Lauderdale, FL 33334**
                **Office
                    (954) 491-0411**
                **Fax
                    (954) 491-0211****Auditing**
                **Accounting**
                **Taxes****Condominium
                    Accounting**
                **Financial
                    Management**
                **Consulting**
 The
          Board of Directors
 Bancorp
          International Group, Inc.
 3126
          South Blvd.
 Suite
          264
 Edmond,
          OK 73013
  Dear
          Board of Directors,
 
 We
          have audited the accompanying balance sheets of Bancorp International Group,
          Inc. as of December 31, 2007 and December 31, 2006, and the related
          statements of operations, shareholders’ equity (deficit) 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 audit.
  We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit 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 audit provides 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 Bancorp International Group,
          Inc.
          at December 31, 2007 and December 31, 2006 and the results of its
          operations and its cash flows for the years then ended in conformity with
          accounting principles generally
          accepted in the United States.
  The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company has suffered recurring losses from operations and
          has a
          net capital deficiency that raises substantial doubt about its ability
          to
          continue as a going concern. Management’s plans in regard to these matters are
          also described in Note 2. The financial statements do not include any
          adjustments that might result from the outcome of this uncertainty.
  /s/
          Lieberman & Associates
  Lieberman
          & Associates P.A.
 Ft.
          Lauderdale, Florida
 February
          27, 2008
  **American
            Institute of Certified Public Accountants ▪ Public Company Accounting Oversight
            Board Florida Institute of Certified Public Accountants ▪ Certified Fraud
            Examiners ▪ American Institute of Certified
            Bookkeepers**




F-1


**Bancorp
        International Group, Inc.**
 **Balance
        Sheet**
 **As
        of December 31, 2007**
 
 **2007**
              
              **2006****Assets**Cash
              
              $
              495
              
              $
              495**Total
                  Assets**
              
              **$**
              **495**
              
              **$**
              **495****Liabilities
                  and Stockholders' Equity**Accounts
                  Payable and Accrued Expenses
              
              $
              176,065
              
              $
              190,221Notes
                  Payable Shareholder's
              
              
              279,126
              
              
              203,816**Total
                  Liabilities**
              
              
              **455,191**
              
              
              **394,037****Stockholders'
                  Equity**Preferred
                      Stock Series A $.0001 par value, 15,000,000 share
                      authorized, issued and outstanding at December31, 2007 and
                      December 31, 2006.
              
              
              1,500
              
              
              1,500Common
                        Stock, $.0001 par value, 2,000,000,000shares authorized,
                        1,075,133,570 shares issued and outstanding at December 31,
                        2007 and
                        December 31, 2006.
              
              
              107,513
              
              
              107,513Additional
                  Paid in Capital
              
              
              4,617,515
              
              
              4,617,515Accumulated
                  Deficit
              
              
              (4,913,670
              )
              
              (4,852,516
              )**Total
                  Stockholders' Equity**
              
              
              **(187,142**
              **)**
              ****
              **(125,988**
              **)**Less
                    - Stock subscription receivable from January 2006settlement
              
              
              (267,549
              )
              
              (267,549
              )Less
                    - common stock in treasury, at cost (48,933 and48,933 shares in
                    2007 and 2006 respectivly)
              
              
              (5
              )
              
              (5
              )**(454,696**
              **)**
              ****
              **(393,542**
              **)****Total
                  Liabilities and Stockholders' Equity**
              
              **$**
              **495**
              ****
              **$**
              **495**
 
 The
        attached notes are an integral part of these financial
        statements





F-2


**Bancorp
        International Group, Inc.**
 **Statement
        of Operations**
 **For
        the Year Ended December 31,**
 
 **Year
                  to date****2007**
              
              **2006****REVENUES**
              
              $
              **-**
              
              $
              -**EXPENSES:**Accounting
                  Fees
              
              
              15,000
              
              
              113,000Legal
                  Fees
              
              
              34,124
              
              
              65,374Consulting
                  Fees
              
              
              -
              
              
              70,389Transfer
                  Agent Fees
              
              
              -
              
              
              4,000Interest
                  Expense
              
              
              11,450
              
              
              5,191Lodging
                  and Travel
              
              
              -
              
              
              52,656Office
                  Expense
              
              
              580
              
              
              53,019**Total
                  Expenses**
              
              
              **61,154**
              
              
              **363,629****NET
                  INCOME/(LOSS)**
              
              **$**
              **(61,154**
              **)**
              **$**
              **(363,629**
              **)****Earnings
                  per Share:****Basic**
              
              $
              **-**
              
              $
              -***Fully
                  Diluted**
              
              $
              **-**
              
              $
              -





***
      The Fully Diluted Earnings Per Share for the quarter **ended
      December 31, 2007****




The
        attached notes are an integral part of these financial
        statements


F-3
 **Bancorp
        International Group, Inc.**
 **Statement
        of Changes in Cash Flow**
 **For
        the Year Ended December 31,**
 
 **2007**
              
              **2006****Cash
                  flow from operating activities:**Net
                  Income / (Loss)
              
              $
              (61,154
              )
              $
              (363,629
              )**Adjustments
                  to reconcile net loss to net cash used in operating **activities:****Increase
                  in Subscription Receivable
              
              
              -
              
              
              (267,549
              )Increase
                  in Accounts Payable and Accrued Expenses
              
              
              (14,156
              )
              
              20,565**Net
                  cash flow provided from operating activities:**
              
              
              **(75,310**
              **)**
              
              **(610,613**
              **)****Cash
                  flow from investing activities:**Stockholder
                  Loans
              
              
              75,310
              
              
              (322,703
              )**Net
                  cash flow used in investing activities:**
              
              
              **75,310**
              
              
              **(322,703**
              **)****Cash
                  flow from financing activities:**Proceeds
                  from sale of common stock
              
              
              -
              
              
              933,811**Net
                  cash flow from financing activities:**
              
              
              **-**
              
              
              **933,811**Net
                  increase in cash flow
              
              
              -
              
              
              495Beginning
                  Cash
              
              
              495
              
              
              -**Ending
                  Cash**
              
              $
              **495**
              
              **$**
              **495****Supplemental
                  disclosures by financing activities:**Interest
                  Expense
              
              
              11,450
              
              
              1,729




The
      attached notes are an integral part of these financial statements




F-4




**Bancorp
        International Group, Inc.**
 **Statement
        of Stockholders' Deficit**
 **For
        the Year Ended December 31, 2007**
  **Common
                  Stock**
              
              **Preferred
                  Stock Series A****Shares**
              
              **Par**
              
              **Shares**
              
              **Par**
              
              **Paid
                  in Capital**
              
              **Accumulated****Deficit**
              
              **Total****Balance
                  December 31, 2005**
              
              
              **4,030,078**
              
              **$**
              **403**
              
              
              **-**
              
              $
              -
              
              **$**
              **3,792,314**
              
              **$**
              **(4,488,887**
              **)**
              **$**
              **(696,170**
              **)**Expenses
                    paid by Stockholders inexchange for equity - January 6,
                    2006
              
              
              251,231,084
              
              
              25,123
              
              
              -
              
              
              -
              
              
              11,802
              
              
              -
              
              
              36,925Conversion
                    of debt payable toStockholders - January 6,
                    20006
              
              
              -
              
              
              -
              
              
              15,000,000
              
              
              1,500
              
              
              446,747
              
              
              -
              
              
              448,247Settlement
                  of lawsuit - January 15, 2006
              
              
              244,748,000
              
              
              24,475
              
              
              -
              
              
              -
              
              
              424,164
              
              
              -
              
              
              448,639Shares
                    identified as outstanding relatedto the January 15, 2006
                    settlement
              
              
              550,049,408
              
              
              55,005
              
              
              
              
              
              
              
              
              (55,005
              )
              
              
              
              
              -Outstanding
                    shares to be returned perJanuary 15, 2006
                    settlement
              
              
              25,075,000
              
              
              2,508
              
              
              -
              
              
              -
              
              
              (2,508
              )
              
              -
              
              
              -Repurchase
                    of treasury Stock Janury 15,2006
              
              
              (48,933
              )
              
              (5
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5
              )Less
                  Subscriptions Receivable
              
              
              
              
              
              -
              
              
              
              
              
              
              
              
              (267,549
              )
              
              
              
              
              (267,549
              )Net
                  Loss - December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (363,629
              )
              
              (363,629
              )Balance
                  December 31, 2006
              
              
              1,075,084,637
              
              
              107,508
              
              
              15,000,000
              
              
              1,500
              
              
              4,349,966
              
              
              (4,852,516
              )
              
              (393,542
              )Net
                  Loss - December 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (61,154
              )
              
              (61,154
              )**Balance
                  December 31, 2007**
              ****
              ****
              **1,075,084,637**
              ****
              **$**
              **107,508**
              ****
              ****
              **15,000,000**
              ****
              **$**
              **1,500**
              ****
              **$**
              **4,349,966**
              ****
              **$**
              **(4,913,670**
              **)**
              **$**
              **(454,696**
              **)**





The
      attached notes are an integral part of these financial statements




F-5





**BANCORP
      INTERNATIONAL GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Year Ended December 31, 2007**





1.
      THE
      COMPANY





N.E.C.
      Properties, Inc. ("NEC") was incorporated on September 16, 1995 under the laws
      in the State of Nevada. NEC was organized with no operations or plan of
      business. On September 30, 1995 the Company issued 18,600 shares of its then
      no
      par value and 25,000 authorized common stock, for $1,860 in cash. On November
      19, 1998 the State of Nevada approved NEC's restated Articles of Incorporation,
      which increased their authorized common shares from 25,000 to 25,000,000, and
      established a par value of $.001 per share of common stock. In addition, in
      November 1998 NEC approved a forward stock split of 100:1, thus increasing
      the
      number of then outstanding common shares to 1,860,000. At that time the Company
      also authorized a 1.77 for 1 forward stock split in anticipation of a merger
      transaction with March Indy International, Inc. ("March" or "March Indy").
      The
      previously issued 1,860,000 common shares were now 3,613,249 common
      shares.





On
      November 10, 1999, NEC acquired all the outstanding stock of March for 7,706,575
      shares of NEC. March was incorporated in Delaware on November 24, 1998
      ("inception"). For accounting purposes, the transaction has been accounted
      for
      as a reverse acquisition under the purchase method for business combinations,
      and accordingly the transaction has been treated as a recapitalization of March,
      with March as the acquirer. The shares issued in the Transaction were treated
      as
      being issued for cash and have been shown as outstanding for all periods
      presented in the same manner as for a stock split.





On
      June
      17, 2000 the Company declared a one for three (1:3) reverse stock split,
      effective June 26, 2000. The financial statements herein give retroactive effect
      to this, and all the above, related equity transactions. March had intended
      to
      engage in the business of designing, building and racing motor cars for Formula
      One, Cart and Indy competition both in the United States and abroad. March
      has
      also planned to develop an Internet website in order to merchandise products
      related to its racing efforts. From the time of its inception March had been
      a
      development stage enterprise through September 30, 2000. Subsequent to September
      30, 2000, the management of March determined that due to the inability to
      successfully organize an Indy car race team and to compete in the Indianapolis
      500 in the second quarter of the year ended December 31, 2000, the Company's
      operations, as intended, would cease to operate. Due to the cessation of
      operations, management has determined that they are no longer a development
      stage enterprise commencing from the third quarter ended September 30,
      2000.





During
      the quarter ended September 30, 2001, March changed its name to Bancorp
      International Group, Inc. ("Bancorp") in an attempt to effect a merger with
      a
      financial service oriented business. Bancorp has not merged with any financial
      service business. Henceforth NEC, March or Bancorp are to be referred to as
      the
“Company", unless reference is made to the respective company for reference
      to
      events surrounding their acquisition by the Company.





The
      Company is subject to the reporting obligations under Section 12(g) of the
      Securities Exchange Act of 1934. The Company has not complied with the reporting
      obligations since December 31, 2001.




F-6




**BANCORP
      INTERNATIONAL GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Year Ended December 31, 2007**




2.
      GOING
      CONCERN




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has incurred net losses of
      approximately $4,883,000 and $4,853,000 for the years ended December 31, 2007
      and December 31, 2006. Additionally, the Company has working capital
      deficiencies of approximately $424,000 and $394,000 at December 31, 2007 and
      2006 respectively. These conditions raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans with respect to these
      matters include restructuring its existing obligations, raising additional
      capital through future issuances of stock and or debentures, and to complete
      a
      business acquisition for future operations. The accompanying
      financial statements do not include any adjustments that might be necessary
      should the Company be unable to continue as a going concern.




3.
      SIGNIFICANT ACCOUNTING POLICIES





(a)
      Use
      of Estimates - The preparation of financial statements in conformity with
      accounting principles generally accepted in the United States of America
      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
      revenue and expenses during the reporting period. Critical estimates include
      management's judgments associated with other asset valuations and accrued
      expenses. Actual results could differ from those estimates.





(b)
      Loss
      Per Share - Basic earnings (loss) per share ("EPS") is determined by dividing
      net loss for the period by the weighted average number of common shares
      outstanding during the same period. Diluted EPS reflects the potential dilution
      that could occur if securities or other contracts to issue common stock were
      exercised or converted into common stock or resulted in the issuance of common
      stock, which would then share in the earnings of the Company. For the years
      ended December 31, 2007 and December 31, 2006 the Company had 15,000,000 shares
      of convertible preferred shares outstanding which would have a dilutive effect
      on the EPS if the conversion rights were exercised. However, for purposes of
      these financial statements making the assumption of the preferred stock
      converting for purposes of calculating EPS would have an anti-dilutive effect
      on
      the results.





(c)
      Impairment of Long-Lived Assets - The Company reviews long-lived assets for
      impairment whenever circumstances and situations change such that there is
      an
      indication that the carrying amounts may not be recovered. The recoverability
      of
      assets held and used in operations is measured by a comparison of the carrying
      amount of the assets to the future net cash flows expected to be generated
      by
      the assets. If such assets are considered to be impaired, the impairment to
      be
      recognized is measured by the amount by which the carrying amount of the assets
      exceeds the fair value of the assets. As of December 31, 2007 and 2006 there
      were no long lived assets.




(d)
      Fair
      Value of Financial Instruments - The Company's financial instruments consist
      of
      accounts payable and accrued expenses. The carrying amount of the financial
      instruments reported in the balance sheet approximates fair value based on
      the
      short-term maturity of these instruments.




F-7







**BANCORP
      INTERNATIONAL GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Year Ended December 31, 2007**





(e)
      Income Taxes - The Company accounts for income taxes in accordance with
      Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
      Standards ("SFAS") No. 109, "Accounting for Income Taxes." The Company
      recognizes deferred tax assets and liabilities based on the difference between
      the financial statement carrying amounts and the tax bases of the assets and
      liabilities, using the effective tax rates in the years in which the differences
      are expected to reverse.





A
      valuation allowance related to the deferred tax asset is also recorded when
      it
      is probable that some or the entire deferred tax asset will not be realized.
      Income tax expense consists of the tax payable for the period and the change
      during the period in deferred tax assets and liabilities.





The
      following is a reconciliation of income tax expense computed using the statutory
      Federal rate for the twelve months ended December 31:




2007
            
            2006Net
                Operating Loss Carryover
            
            $
            4,882,744
            
            $
            4,852,516Tax
                benefit at federal statutory rate of 15%
            
            $
            732,412
            
            $
            727,877Increases
                in valuation allowance
            
            
            (732,412
            )
            
            (727,877
            )Deferred
                tax assets
            
            $
            -0-
            
            $
            -0-





As
      of
      December 31, 2007, the Company had net operating loss carry forwards available
      to offset future taxable income of approximately $4,883,000, which expire in
      various years through 2028. The Company uses the lowest marginal U.S. corporate
      tax rate of 15% to determine deferred tax amounts and the related valuation
      allowance.





4.  NOTES
      PAYABLE





The
      Company has borrowed funds throughout the years from several major stockholders
      in order to pay for costs incurred. At December 31, 2006, because of certain
      legal litigation the note holders were contemplating placing a demand for
      payment from the Company. The litigation was settled in 2007 and the note
      holders no longer have intentions to pursue demand for payment within the next
      12 months. Consequently, the outstanding debt was reclassified as long term
      as
      of December 31, 2007 and December 31, 2006. The following schedule details
      the
      outstanding note balances as of December 31 and associated terms:




2007
            
            2006June
                  2000, Demand Note Payable
                Stockholder’s
                  at 4% per annum -
            
            $
            175,279
            
            $
            175,279June
                  2006, Demand Note Payable
                Stockholder
                  at 4%per annum -
            
            
            28,537
            
            
            28,537June
                  2007, Demand Note Payable
                Stockholder’s
                  at 4% per annum -
            
            
            75,310
            
            
            -Total
                Debt
            
            
            279,126
            
            
            203,816Less
                Current Portion
            
            
            -
            
            
            -Total
                Long Term Debt
            
            $
            279,126
            
            $
            203,816




F-8





**BANCORP
      INTERNATIONAL GROUP, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Year Ended December 31, 2007**




5.  COMMON
      STOCK




In
      September 2005 the Company began Civil Litigation alleging that 235,000,000
      shares of its common stock were wrongfully distributed to various individuals
      and entities.




On
      January 11, 2006, the Court entered an order approving a Settlement
      Agreement, whereby the defendant agreed to pay the sum of $171,546 to the
      Company and an additional sum of $277,093 as well as returning 25,075,000 shares
      of common stock currently in their possession. In exchange the Company would
      issue 244,748,000 shares of common stock to the defendants. The Newly Issued
      Shares were issued in accordance with the registration exemption afforded under
      Section 3(a) (10) of the Securities Act.





The
      Company received throughout 2006 a sum of $181,183 toward the settlement. The
      remaining proceeds of $267,549, yet to be received, are classified as
      Subscription Receivable in the Shareholder’s Equity section of the Balance
      Sheet.





In
      April
      2007, the Company filed a law suit against approximately 1,500 shareholders
      alleging that they hold invalid stock certificates that were wrongfully issued
      and distributed. The approximate numbers of shares are 243,842,000. The lawsuit
      requested the court to rule that the stock certificates be declared void and
      that damages, attorney’s fees and costs be awarded to the Company in connection
      with the litigation. Management also identified an additional 306,207,408 shares
      of common stock issued and held in various brokerage firms on behalf of various
      owners.





In
      May
      2007, the Company dismissed the litigation without prejudice because the Board
      of Directors determined that continuing the litigation would be
      cost-prohibitive; the Company recognized the additional shares as outstanding
      common stock charging Paid in Capital for the par value of the shares.




F-9