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


**Washington,
      D. C. 20549**









**FORM 10-KSB/A**


**AMENDMENT
      NO. 1**




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




**For
      the fiscal year ended December 31, 2006**




**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)
      235-8318**


(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 is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o




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 been subject to such filing requirements for the past 90 days.
 Yes o No x




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 No
      o




The
      issuer did not generate any revenue for the year ended December 31,
      2006.




The
      aggregate market value of the issuer’s common stock, $.0001 par value, held by
      non-affiliates of the issuer as of June 5, 2007 was $1,365,552 based on the
      last
      reported sale price on June 5, 2007 of $0.005 as reported on the “pink sheets”
through the OTC Bulletin Board. As of September 30, 2007, 525,035,229
      shares of the issuer’s common stock, $.0001 par value, were outstanding. See the
      discussion set forth in the issuer’s Annual Report on Form 10-KSB for the 12
      months ended December 31, 2006, filed with the Securities and Exchange
      Commission on May 1, 2007, under the heading “Description of Business -
      Litigation Regarding Stock Certificates” for information regarding the issuer’s
      outstanding common stock.










**BANCORP
      INTERNATIONAL GROUP, INC.**




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




**FORM 10-KSB/A**


**For
      the Fiscal Year Ended December 31, 2006**




**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-KSB/A amends the Annual Report on Form 10-KSB for
      the
      year ended December 31, 2006 (“Original Report”) of Bancorp International Group,
      Inc. (the “Company”), which has filed with the Securities and Exchange
      Commission on May 1, 2007, and is being filed to (a) amend Item 7, Financial
      Statements, to provide restated financial statements for the 12 months ended
      December 31, 2006 and (b) amend Item 13, Exhibits. No other changes to the
      Original Report have been made. This Amendment No. 1 on Form 10-KSB/A does
      not
      reflect events occurring after the filing of the Original Report and does not
      modify or update the disclosures in the Original Report that may have been
      affected by subsequent events.




**TABLE
      OF CONTENTS**


PART
                  II
              
              
              
              
              
              1Item
                  7.
              
              
              Financial
                  Statements
              
              
              1PART
                  III
              
              
              
              
              
              1Item
                  13.
              
              
              Exhibits
              
              
              1




SIGNATURES




**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.









**PART II**




**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.




**PART III**




**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, 2006.31.1*
            
            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.





*
      filed
      herewith




**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, INC.(Registrant)By:
            /s/
                Thomas MegasThomas
                MegasChief
                Executive OfficerPresidentActing
                Chief Financial Officer





Date:
      November 2, 2007




1




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
            
            November
                2, 2007Thomas
                Megas
            
            PresidentActing
                Chief Financial OfficerChairman
                of Board of Directors/s/
                Martin Duffy
            
            Director
            
            November 2,
                2007Martin
                Duffy




2


Index
      to
      Consolidated Financial Statements




Report
                of Independent Registered Public Accounting Firm - for the Years
                Ended
                December 31, 2006 and 2005Balance
                SheetsStatements
                of OperationsStatements
                of Shareholders’ Equity (Deficit)Statements
                of Cash FlowsNotes
                to Financial Statements




F-i




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The
      Board
      of Directors and Stockholders


Bancorp
      International Group, Inc.




We
      have
      audited the accompanying balance sheets of Bancorp International Group, Inc.
      as
      of December 31, 2006 and December 31, 2005, 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, 2006 and December 31, 2005 and the results of its
      operations and its cash flows for the year 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.




As
      discussed in note 6 of the Notes to the Financial Statements, the financial
      statements have been restated to accurately reflect the accounts payable
      liability at December 31, 2006 resulting from the reversing of certain debt
      recognized in prior years.




/s/
                Lieberman & Associates PALieberman &
                Associates PACertified
                Public Accountants


March
      18,
      2007 except for note 6,


as
      to
      which the date is June 26, 2007


Ft.
      Lauderdale, Florida




F-1




**Bancorp
        International Group, Inc.**
  **Statement
        of Financial Position**
 **As
        of December 31,**
  **Bancorp
        International Group, Inc.**
 **Statement
        of Financial Position**
  **2006**
              
              
              **2005****Assets**Cash
              
              $
              495
              
              $
              -Subscription
                  Receivable
              
              
              267,549
              
              
              -**Total
                  Assets**
              
              **$**
              **268,044**
              
              $
              -**Liabilities
                  and Stockholders' Deficit**Accounts
                  Payable and Accrued Expenses
              
              $
              190,216
              
              $
              170,231Current
                  portion of Long Term Debt
              
              
              203,816
              
              
              526,519**Total
                  Liabilities**
              
              
              **394,032**
              
              
              **696,750****Stockholders'
                  Deficit**Common
                  Stock, $.0001 par value, 2,000,000,000 shares authorized, 525,035,229
                  shares issued and outstanding at December 31, 2006 and 4,030,078
                  issued
                  and outstanding at December 31, 2005.
              
              
              52,504
              
              
              403Preferred
                  Stock Series A $.0001 par value, 15,000,000 share authorized, issued
                  and
                  outstanding at December 31, 2006 and no shares issued or outstanding
                  at
                  December 31, 2005.
              
              
              1,500
              
              
              -Additional
                  Paid in Capital
              
              
              4,672,524
              
              
              3,792,314Accumulated
                  Deficit
              
              
              (4,852,516
              )
              
              (4,489,467
              )**Total
                  Stockholders' Equity**
              
              
              **(125,988**
              **)**
              
              **(696,750**
              **)****Total
                  Liabilities and Stockholders' Deficit**
              
              **$**
              **268,044**
              
              **$**
              -
  The
          accompanying notes are an integral part of these financial
          statements
 F-2
  **Bancorp
        International Group, Inc.**
 **Statement
        of Operations**
 **For
        the Year Ended December 31,**
  **2006**
              
              **2005****Gross
                  Revenues**
              
              **$**
              **-**
              
              **$**
              **-****Development
                  Expense**Accounting
                  Fees
              
              
              113,000Legal
                  Fees
              
              
              65,374
              
              
              8,363Consulting
                  Fees
              
              
              70,389Transfer
                  Agent Fees
              
              
              4,000Interest
                  Expense
              
              
              5,191
              
              
              15,016Lodging
                  and Travel
              
              
              52,656
              
              
              85,585Office
                  Expense
              
              
              53,019**Total
                  Development Expenses**
              
              
              **363,629**
              
              
              **108,964****Net
                  (Loss)**
              
              **$**
              **(363,629**
              **)**
              **$**
              **(108,964**
              **)****Earnings
                  per Share:****Basic**
              
              **$**
              **(0.00**
              **)**
              **$**
              **(0.03**
              **)****Fully
                  Diluted**
              
              **$**
              **-**
              
              **$**
              **-**
 
 ***
        The Fully Diluted Earnings Per Share for the years ended December 31, 2006
        and December 31, 2005 are antidilutive and therefore, not reflected in the
        financial statements.**
  The
        accompanying 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,**
  **2006**
              
              **2005****Development
                  stage activities:**Net
                  Income / (Loss)
              
              $
              (363,629
              )
              $
              (108,964
              )**Adjustments
                  to reconcile net loss to net cash used in development stage
                  activities:****Changes
                  in operating assets and liabilities**Increase
                  in Subscription Receivable
              
              
              (267,549
              )
              
              **-**Increase
                  in Accounts Payable and Accrued Expenses
              
              
              20,565
              
              
              23,379**Net
                  cash flow provided from development stage
                  activities:**
              
              
              **(610,613**
              **)**
              
              **(85,585**
              **)****Investing
                  activities:**Increase
                  in InvestmentsStockholder
                  Loans
              
              
              (322,703
              )
              
              85,585**Net
                  cash flow used in investing activities:**
              
              
              **(322,703**
              **)**
              
              **85,585****Financing
                  activities:**Proceeds
                  from sale of common stock
              
              
              933,811
              
              
              -**Net
                  cash flow from financing activities:**
              
              
              **933,811**
              
              
              **-**Net
                  increase in cash flow
              
              
              495
              
              
              -Beginning
                  Cash
              
              
              -
              
              
              -**Ending
                  Cash**
              
              **$**
              **495**
              
              **$**
              **-**Supplemental
                  disclosures by financing activitesInterest
                  Expense
              
              $
              1,753
              
              $
              7,009
 
 The
        accompanying notes are an integral part of these financial
        statements
  F-4
 **Bancorp
        International Group, Inc.**
 **Statement
        of Stockholders’ Equity**
 **As
        of December 31, 2006**
 **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 in exchange for equity -January 6,
                    2006
                
                
                251,231,084
                
                
                25,123
                
                
                -
                
                
                -
                
                
                11,802
                
                
                -
                
                
                36,925Conversion
                    of debt payable to Stockholders -January 6, 2006
                
                
                -
                
                
                -
                
                
                15,000,000
                
                
                1,500
                
                
                446,747
                
                
                -
                
                
                448,247Settlement
                    of lawsuit -January 15, 2006
                
                
                244,748,000
                
                
                24,475
                
                
                -
                
                
                -
                
                
                424,164
                
                
                -
                
                
                448,639Outstanding
                    shares to be returned per January 15, 2006 settlement
                
                
                25,075,000
                
                
                2,508
                
                
                -
                
                
                -
                
                
                (2,508
                )
                
                -
                
                
                -Repurchase
                    of treasury Stock -January 15, 2006
                
                
                (48,933
                )
                
                (5
                )
                
                -
                
                
                -
                
                
                5
                
                
                -
                
                
                -Net
                    Loss -December 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (363,629
                )
                
                (363,629
                )**Balance
                    December 31, 2006**
                
                
                **525,035,229**
                
                **$**
                **52,504**
                
                
                **15,000,000**
                
                **$**
                **1,500**
                
                **$**
                **4,672,524**
                
                **$**
                **(4,852,516**
                **)**
                **$**
                **(125,988**
                **)**
  The
          accompanying notes are an integral part of these financial
          statements
  F-5




BANCORP
      INTERNATIONAL GROUP, INC.




NOTES
      TO
      FINANCIAL STATEMENTS


Years
      Ended December 31, 2006 and December 31, 2005




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. In addition, at that time the Company also authorized a 1.77 for
      1
      forward stock split in anticipation of 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 transaction.




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, that 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.




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 $364,000 and $109,000 for the years ended December 31, 2006
      and December 31, 2005. Additionally, the Company has working capital
      deficiencies of approximately $287,000 and $267,000 at December 30, 2006
      and 2005 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.




F-6




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.




As
      of
      December 31, 2006 the Company had issued 15,000,000 share of convertible
      preferred stock. If the option to convert the shares is exercised the dilutive
      effect to the common shares outstanding would be an additional 1,500,000,000
      shares.




(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.




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




(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 all of
      the
      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 years ended December 31:


**2006**
              
              **2005**Income
                  tax benefit computed at statutory rate
              
              $
              727,877
              
              $
              673,420Changes
                  in valuation allowance
              
              
              (727,877
              )
              
              (673,420
              )Provision
                  for income tax
              
              $
              -
              
              $
              -


The
      Company has not recorded a deferred tax asset as of December 31,2006 or
      December 31, 2005 due to not having filed their required corporate tax
      returns. Had such returns been filed a resultant deferred tax asset would have
      been recorded, with the establishment of a corresponding valuation allowance
      due
      to the probability that some, or all, of the deferred tax asset will not be
      realized. In addition, due to this non-compliance, the Company is unaware if
      it
      has Net Operating Losses that it may use to off-set future income if they should
      complete an acquisition in the future or achieve profitability.




F-7




(f)
      Recent Accounting Pronouncements:




(i)
      In
      June 2005, the FASB issued SFAS No. 154 “Accounting  Changes and
      Error Corrections,” (“SFAS 154”), a replacement  of APB Opinion
      No. 20, “Accounting Changes”, and SFAS No. 3  “Reporting
      Accounting Changes in Interim Financial  Statements.” SFAS 154 applies to
      voluntary changes in  accounting principle and changes the requirements for
 accounting for and reporting of a change in accounting  principle.
      SFAS 154 requires retrospective application to  prior periods’ financial
      statement of a voluntary change in  accounting principle unless it is
      impracticable. SFAS 154 is  effective for accounting changes and
      corrections of errors  made in fiscal years beginning after
      December 15, 2005.




Earlier
      application is permitted for accounting changes and  corrections of errors
      made occurring in fiscal years  beginning after June 1, 2005. The
      company will adopt SFAS  154 effective December 15, 2005. SFAS 154 is
      not expected to  have a significant impact on the companies consolidated
 financial statements.




(ii)  In
      March 2006, the FASB issued FASB Statement No. 156, “Accounting For
      Servicing of Financial Assets” this amends FASB Statement No. 140. This
      Statement  establishes, among other things, the accounting for all
 separately recognized servicing assets and servicing  liabilities.
      This Statement amends Statement 140 to require  that all separately
      recognized servicing assets and  servicing liabilities be initially
      measured at fair value,  if practicable. This Statement permits, but does
      not  require, the subsequent measurement of separately recognized
 servicing assets and servicing liabilities at fair value. An  entity
      that uses derivative instruments to mitigate the  risks inherent in
      servicing assets and servicing liabilities  is required to account for
      those derivative instruments at  fair value. Under this Statement, an
      entity can elect subsequent fair value measurement to account for its separately
      recognized servicing assets and servicing  liabilities. By electing that
      option, an entity may simplify it’s accounting because this Statement permits
      income  statement recognition of the potential offsetting changes in fair
      value of those servicing assets and servicing liabilities and derivative
      instruments in the same accounting period. This Statement is effective for
      financial statements for fiscal years beginning after September 15, 2006.
      Earlier adoption of this Statement is permitted as of the beginning of an
      entity’s fiscal year, provided the  entity has not yet issued any financial
      statements for that fiscal year. Management believes this Statement will have
      no
      impact on the financial statements of the Company once
 adopted.




(iii)
      In
      September 2006 the FASB issued FASB Statement No. 157 “Fair Value Measurements”.
      This Statement defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles (GAAP), and expands
      disclosures about fair value measurements. This Statement emphasizes that fair
      value is a market-based measurement, not an entity-specific measurement.
      Therefore, a fair value measurement should be determined based on the
      assumptions that market participants would use in pricing the asset or
      liability. The Statement establishes a hierarchy that distinguishes between
      (1)
      market participant assumptions developed based on market data obtained from
      sources independent of the reporting entity and (2) the reporting entity’s own
      assumptions about market participants assumptions developed based on the best
      information available in the circumstances. The Statement further expands the
      reporting requirement to incorporate interim reporting period. The effective
      date of this statement is for Company’s with fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years.




(iv)
      In
      February 2007 the FASB issued FASB Statement No. 159 “The Fair Value Option for
      Financial Assets and Financial Liabilities – Including an amendment of FASB
      Statement No. 115”. The purpose of this Statement is to improve the financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. However, most
      of
      the provisions of the Statement will only apply to entities that elect the
      fair
      value option as defined by FASB Statement No. 157 “Fair Value Measurements”. The
      amendments to FASB Statement No. 115, Accounting for Certain Investments in
      Debt
      and Equity Securities, apply to all entities with available for sale and trading
      securities. The fair value option established by this Statement permits all
      entities to choose to measure eligible items at fair value at specified election
      dates. Unrealized gains and losses on items for which the fair value option
      has
      been elected shall be reported in earnings at each subsequent reporting date.
      The effective date of this statement is for Company’s with fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years.




F-8




4.
            LITIGATION




In
      August 2005, the Company became aware of the unauthorized  issuance of
      approximately 243,842,000 shares of the Company’s  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 on  the open market. As per members of
      management of the Company,  they are not aware of, nor do they have any
      related activities  with these entities and individuals.




In
      September 2005, the Company filed a claim in the District  Court of
      Oklahoma County, Oklahoma, (the “Civil Litigation”)  against twelve
      defendants (the “Defendants”) seeking the return  of all the Wrongfully
      Issued Shares and the Defendants’ receipt  of proceeds from the sale of
      those shares.




The
      Company reached an  agreement whereby the Company  delivered
      25,075,000 common stock shares to one of the  Interveners to be held
      pending settlement or conclusion of the  Civil Litigation. These shares
      were delivered to the Intervener  to satisfy the requirements of Depository
      Trust Company (“DTC”)  until common stock shares eligible to be resold
      without  restriction could be delivered by the Intervener to cover its
      short position in the Company’s common stock. Furthermore, the  Intervener
      placed in trust $72,500 to be used to pay the costs of  registering the
      25,075,000 common stock shares under the  Securities Act of 1933, as
      amended (the “Securities Act”), and  the applicable state securities laws
      in the event that  registration was required.




On
      January 11, 2006, the presiding Judge in the Civil Litigation  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 some of Defendants (the “Settling
      Defendants”) and the Interveners with an effective date of December 8,
      2005.




In
      accordance with the binding Settlement Agreement, of January 11, 2006 effective
      December 8, 2005, the Defendants agreed to pay the Company the aggregate sum
      of
      $171,546 from funds held by one of the Interveners and the further agreed to
      pay
      an additional $277,093. Furthermore, the claims of the Interveners against
      the
      Company were exchanged for the issuance of 25,025,000 shares of the Company’s
      common stock to one of the Interveners and 219,723,000 shares of the Company’s
      common stock to the Intervener for an aggregate sum of 244,748,000 common stock
      shares (the “Newly Issued Shares”).




The
      Newly
      Issued Shares are required to be deposited with DTC by the Interveners in
      satisfaction of their short positions with vendors through which securities
      purchase and sale transactions are cleared on behalf of the Interveners. The
      Newly Issued Shares were issued in accordance with the registration exemption
      afforded under Section 3(a)(10) of the Securities Act of 1933.




In
      addition, some of the Settling Defendants 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 the shares of
      common stock of the  Company in connection with the Settlement Agreement
      and the  various claims of the Company settled in the Settlement Agreement
 and any associated judgments, attorney’s fees, costs and
 expenses.




Two
      of
      the Defendants, did not execute or participate in the  Settlement Agreement
      and accordingly did not settle the claims  asserted against them in the
      Civil Litigation (“Non-Settling  Defendants”). The Company was granted
      judgments against the Non-settling Defendants and the Company is negotiating
       settlements of the judgments with the Non-Settling Defendants,  the
      outcome of which is uncertain as of the date of this report.




5
            STOCKHOLDERS
                EQUITY




In
      August 2005, the SEC temporarily suspended trading of the Company because
      it appeared at that time all of the securities trading in the name of Bancorp
      International Group, Inc. and purportedly signed by Thomas Megas as
      President and M. Puig as Secretary were counterfeit. Subsequent to this event
      the shares resumed trading.




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




F-9




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 the
      Company’s common stock at a ratio of 1 share of Series A Preferred for 100
      shares of common stock. The Series A Preferred are entitled to receive
      dividends of every kind declared and paid to holders of the Company’s common
      stock, at a rate equal to the set conversion rate of 100:1. In addition, the
      Series A Preferred 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. The Series A Preferred have voting rights equal to the
      number of shares of common stock that the Series A Preferred are convertible
      into, whether or not converted. In the event of the Company’s 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.




On
          August 19, 2005, the Company amended their Articles of Incorporation. This
          amendment increased the number of our authorized shares of common stock
          from
          25,000,000 to 500,000,000 and reduced the par value to $0.0001, and authorized
          15,000,000 shares of preferred stock, par value of $0.0001. The holders
          of 90.8%
          of the outstanding common stock shares approved this amendment at a shareholders
          meeting held on August 19, 2005.


On
          August
          19, 2005, the Company amended their Articles of Incorporation. This amendment
          increased the number of authorized shares of common stock, par value of
          $.0001,
          from 500,000,000 to 2,000,000,000. The holders of 90.8% of the outstanding
          common stock shares approved this amendment at a shareholders meeting held
          on
          August 19, 2005.




(c)  On
      January 6, 2006, the Company’s Board of Directors authorized the
      following:




· 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.




· 7,500,000 shares of Series A Preferred Stock to  Mr. Megas as
      settlement of outstanding debt incurred by the Company to Mr. Megas,
      between the periods of January 1, 2000 and December 31, 2005. The
      converted debt had an outstanding value of $223,247.




· 7,500,000 shares of Series A Preferred Stock to  Stewart Sytner as
      settlement of outstanding debt incurred by the Company to the investor, between
      the periods of January 1, 2000 and December 31, 2005. The converted
      debt had an outstanding value of $232,272.




6.
                RESTATEMENT




The
      Company has restated its financial statements for the two years ended December
      31, 2006 and 2005, to reflect accounts payable liabilities that were overstated
      as of the respective balance sheet dates. The accounts payable adjustment was
      necessary in order to reverse the duplicate recognition of the liabilities
      as
      both accounts payable and long term debt. The effect of the restatement is
      to
      reduce the net deficit for the years prior to December 31, 2005 by
      $97,425.




F-10