**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, 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)
      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 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 December 31, 2006 was $78,755,284 based
      on
      the last reported sale price on October 30, 2006 of $0.15 as reported on the
      “pink sheets” through the OTC Bulletin Board. As of December 31, 2006,
      525,035,229 shares of the issuer’s common stock, $.0001 par value, were
      outstanding. See the discussion set forth in this report 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**


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




**TABLE
      OF CONTENTS**




PART I
            
            1Item
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            5Item
                3.
            Legal
                Proceedings
            6Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            7PART II
            
            7Item
                5.
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuers Purchases of Equity Securities
            7Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            8Item
                7.
            Financial
                Statements
            9Item
                8.
            Changes
                in and Disagreements with Accountants and Financial
                Disclosure
            9Item
                8A.
            Controls
                and Procedures
            9Item
                8B.
            Other
                Information
            9PART III
            
            9Item
                9.
            Directors,
                Executive Officers, Promoters and Controlled Persons; Compliance
                with
                Section 16(a) of the Exchange Act
            9Item
                10.
            Executive
                Compensation
            11Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            12Item
                12.
            Certain
                Relationships and Related Transactions
            13Item
                13.
            Exhibits
            13Item
                14.
            Principal
                Accountant Fees and Services
            14




**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 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 269,773,000
      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.




As
      of
      December 31, 2006, we have no operations and we have not formulated a plan
      to undertake another business activity. However, we are currently exploring
      business opportunities.






1




**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, 2006, a total of 525,035,229
      shares of our common stock are validly issued and outstanding. This amount
      does
      not include the shares of common stock purportedly represented by the Invalid
      Certificates. Although there are no assurances that we will be successful in
      the
      lawsuit, this report assumes that we will be successful in our efforts to
      invalidate the Invalid Certificates, and therefore, all references to our
      outstanding common stock refer to the 525,035,229 shares noted above and does
      not include the shares represented by the Invalid Certificates. See “Legal
      Proceedings - New Litigation” for a discussion of the lawsuit.




**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.




**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, 2006, of
      $4,949,941. 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.




**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, 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.






2




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




We
      may
      engage in a business enterprise or activity outside the United 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.**




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:




·
            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.






3




**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). This amount represents
      approximately 49.5% 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.




**Going
      Concern**




We
      have
      experienced net losses since our inception. We have not generated revenues
      from
      operations since inception, and currently have not identified a business
      enterprise or other business activity to undertake. Without additional capital
      or financing, we will not be able to meet our working capital needs and will
      not
      be able to fund our current litigation. See “Legal Proceedings.” These factors
      raise substantial doubt about our ability to continue as a going concern.




**Because
      we have not currently selected any prospective businesses enterprise or activity
      to undertake, our stockholders are unable to currently ascertain the merits
      or
      risks of any particular business’ operation or plan of
      operation.**




If
      we
      identify a business enterprise to undertake, 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.






4





**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 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.”




**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.






5




**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 Depository Trust Company (“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.




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.






6




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, and are currently pursuing collection of these
      judgments.




**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 is *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 is our intent that the Stock Certificate Litigation
      will determine which certificates and related shares of common stock are valid
      and which are not valid.




**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 2006.




**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.”




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, 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
            
            $
            0.0030December
                31, 2005
            
            $
            0.0010
            
            $
            0.0200September
                30, 2005
            
            $
            0.0010
            
            $
            0.0200June
                30, 2005
            
            $
            0.0025
            
            $
            0.0390March
                31, 2005
            
            $
            0.0400
            
            $
            0.0800







7




**Dividend
      Policy**




As
      of
      December 31, 2006, there were 73 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, 2006, 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, we have not developed a plan of operation.




**Operations**




Our
      operations for the years ended December 31, 2006 and 2005 were primarily of
      a corporate nature including legal, accounting and general corporate
      administrative matters. We did not conduct any business enterprise activities
      during 2006 and 2005.




**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, 2006, we incurred a net loss
      of approximately $364,000. In addition, at December 31, 2006 and 2005, we
      had working capital deficiencies of approximately $288,000 and $267,000,
      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






8




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.**  **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.




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.




**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.






9




**Name**
            
            **Age**
            
            **Position**Thomas
                Megas
            
            61
            
            Chairman
                of the Board of Directors,
              Chief
                Executive Officer, President, and
              Acting
                Chief Financial OfficerMartin
                Duffy
            
            60
            
            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.




**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. As of December 31, 2006, Mr. Megas is due $3,537 as reimbursement for
      such expenses. 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, 2006, 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.




10




**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, 2006, 2005 and
      2004. We had no other executive officers serving as of the end of
      2006.




**Summary
      Compensation Table**




**Annual Compensation(1)****Name and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Total**Thomas
                Megas
            
            
            2006
            
            $
            0
            
            $
            —
            
            $
            0Chairman
                of the Board of Directors, Chief Executive Officer,
            
            
            2005
            
            $
            831,875
            (2)
            $
            —
            
            $
            831,875
            (2)President
                and Acting Chief Financial Officer
            
            
            2004
            
            $
            756,250
            (2)
            $
            —
            
            $
            756,250
            (2)




(1)
            Mr. Megas
                did not receive any non-cash compensation, perquisites or other personal
                benefits during each of 2006, 2005 and 2004.




(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.




**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 on-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.






11




**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, 2006, 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.




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
            
            
            1,001,964,751
            
            
            49.5
            %Stewart
                Sytner(3)
              3126
                S. Boulevard, Suite 264
              Edmond,
                Oklahoma 73013
            
            
            750,415,027
            
            
            37.1
            %Martin
                Duffy(4)
            
            
            33,334
            
            
            *All
                directors and executive officers as a group (2 persons)
            
            
            1,001,997,905
            
            
            49.5
            %







*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.






12




**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.




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**




Since
      January 6, 2006, when we issued the Series A Preferred Stock to Mr. Megas and
      Mr. Sytner as settlement for expenses incurred by them on our behalf (see
“—Series A Preferred Stock[, Offer]), Mr. Megas and Mr. Sytner have incurred
      additional expenses on our behalf. These expenses include travel, accounting,
      legal and other costs incurred by them for our benefit. As of March 31, 2007,
      the total amount owing to Mr. Megas for such expenses was $28,537, and the
      total
      amount owing to Mr. Sytner for such expenses was $60,641. These amount owing
      by
      us to Mr. Megas and Mr. Sytner bear interest at 4% per annum. In addition,
      we
      owe Mr. Megas $3,537 as reimbursement for travel and lodging expenses incurred
      in connection with the attendance by Mr. Megas and Mr. Duffy at meetings of
      our
      Board of Directors. See “Risk Factors— Actions
      taken and expenses incurred by our officers and directors on our behalf will
      not
      be subject to “independent” review.”




**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.






13




**Exhibit No.**
              
              **Description**


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.




**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 2006 financial statements have not been determined, but
      are
      estimated to total $7,500.




***Tax
      Fees.*** The
      fees
      billed for tax services for the year ended December 31, 2006 will
      approximate $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 an 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 preapproves 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.






14




**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:
      April 27, 2007




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
                27, 2007Thomas
                Megas
            
            President
                Acting
                  Chief Financial OfficerChairman
                of Board of Directors/s/
                MARTIN DUFFY
            
            Director
            
            April 27,
                2007Martin
                Duffy




15




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 our 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.




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




March
      18,
      2007


Ft.
      Lauderdale, Florida




F-1


**Bancorp
      International Group, Inc.**




**Statement
      of Financial Position**


**As
      of December 31,**


**2006**
              
              **2005****Assets**Cash
              
              $
              495
              
              $
              -Subscription
                  Receivable
              
              
              267,549
              
              
              -**Total
                  Assets**
              
              **$**
              **268,044**
              
              $
              -**Liabilities
                  and Stockholders' Deficit**Accounts
                  Payable and Accrued Expenses
              
              $
              287,641
              
              $
              267,076Current
                  portion of Long Term Debt
              
              
              203,816
              
              
              526,519**Total
                  Liabilities**
              
              
              **491,457**
              
              
              **793,595****Stockholders'
                  Deficit**Common
                  Stock, $.0001 par value, 2,000,000,000 shares authorized,525,035,229
                  shares issued and outstanding at December 31, 2006 and4,030,078
                  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
                  oroutstanding
                  at December 31, 2005.
              
              
              1,500
              
              
              -Additional
                  Paid in Capital
              
              
              4,672,524
              
              
              3,792,314Accumulated
                  Deficit
              
              
              (4,949,941
              )
              
              (4,586,312
              )**Total
                  Stockholders' Equity**
              
              
              **(223,413**
              **)**
              
              **(793,595**
              **)****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**
              
              
              **1****08,964****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**
                
                **$**
                **(4,586,312**
                **)**
                $
                (793,595
                )Expenses
                    paid by Stockholders inexchange
                    for equity - January 6, 2006
                
                
                251,231,084
                
                
                25,123
                
                
                -
                
                
                -
                
                
                11,802
                
                
                -
                
                
                36,925Conversion
                    of debt payable toStockholders
                
                
                -
                
                
                -
                
                
                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 perJanuary
                    15, 2006 settlement
                
                
                25,075,000
                
                
                2,508
                
                
                
                
                
                
                
                
                (2,508
                )Repurchase
                    of treasury Stock
                
                
                (48,933
                )
                
                (5
                )
                
                
                
                
                
                
                
                5Net
                    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**
                
                **$**
                **(4,949,941**
                **)**
                $
                (223,413
                )




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 our
      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 o 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
      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 atstatutory
                  rate
              
              $
              742,491
              
              $
              687,947Changes
                  in valuation allowance
              
              
              (742,491
              )
              
              (687,947
              )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)
      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.




F-7




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 1:100. In addition, the
      Preferred A 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 Preferred
      A.
      The Preferred A have voting rights equal to the number of shares of common
      stock
      that the Preferred A 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.




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