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, 2000 and 2001

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

                              2800 Oklahoma Tower
                                 210 Park Avenue
                          Oklahoma City, Oklahoma 73102
                    (Address of principal executive offices)
                            (405) 238-8318
                          (Issuer's telephone number)
                            ------------------------
         Securities registered under Section 12(b) of the Exchange Act:

         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 ____   No _X__

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                 Yes _X_  No ___

The issuer did not generate any revenue for the year ended December 31, 2001.

The aggregate market value of the issuer's common stock, $.001 par value, held
by non-affiliates of the issuer as of March 15, 2006, was $198,395,672 based on
the last reported sale price on February 22, 2006 of $0.008 as reported by the
Electronic Quotation and Trading System for over-the-counter securities. As of
March 15, 2006, 500,009,162 shares of the issuer's common stock, $.0001 par
value, were outstanding.

<PAGE>

                        BANCORP INTERNATIONAL GROUP, INC.
                    (formerly March Indy International, Inc.)
                                   FORM 10-KSB
              For the Fiscal Year Ended December 31, 2000 and 2001

                                TABLE OF CONTENTS

Part I.
Item 1.      Description of Business...............................           3
Item 2.      Description of Property...............................           7
Item 3.      Legal Proceedings.....................................           7
Item 4.      Submission of Matters to a Vote of Security Holders...           8

Part II.
Item 5.      Market for Common Equity and Related Stockholder Matters         9
Item 6.      Management's Discussion and Analysis or Plan of Operation       12
Item 7.      Financial Statements .................................          15
Item 8.      Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure..............................          15
Item 8A.     Controls and Procedures...............................          15
Item 8B.     Other Information.....................................          16

Part III.
Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act.....          21
Item 10.     Executive Compensation................................          23
Item 11.     Security Ownership of Certain Beneficial Owners and Management
             and Related Shareholder Matters.......................          25
Item 12.     Certain Relationships and Related Transactions........          26
Item 13.     Exhibits..............................................          27
Item 14.     Principal Accountant Fees and Services................          28

SIGNATURES   ......................................................          29


           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.




                                       2

<PAGE>

                                     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 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 for 1, thus
increasing the number of then outstanding common shares to 1,860,000. In
addition, at this time the Company also authorized a 1.77 for 1 forward stock
split in anticipation of merger transaction with March Indy International, Inc.
("March"). The previously issued 1,860,000 common shares were now 3,292,200
common shares.

         On November 10, 1999, NEC acquired all the outstanding stock of March
for 7,706,575 shares of NEC (the "Share Exchange") and March became a
wholly-owned subsidiary 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.
Prior to the Share Exchange, on January 7, 1999, assets consisting of
trademarks, trade names and other, intellectual property rights, designs and
technology were transferred by Thomas Megas and Peter Voller to March in
exchange for common stock shares of March.

         On June 17, 2000 the Company declared a one for three (1:3) reverse
stock split, effective September 26, 2000. The financial statements herein, and
all matters discussed in this document going forward, give retroactive effect to
this transaction. This reverse stock split reduced the number of our outstanding
common stock shares from 12,090,234 to 4,029,916.

         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 March's operations, as intended, would cease to operate. Due to
the cessation of operations, management determined that March was no longer
engaged in development stage enterprise activities after September 30, 2000.

         During the quarter ended September 30, 2001, March/NEC changed its name
to Bancorp International Group, Inc. ("Bancorp") in an attempt to effect a
merger with a financial service business. Bancorp did not complete the merger.

         Henceforth in this report NEC, March or Bancorp are referred to as the
"Company", unless reference is made to the respective company for reference to
events surrounding their acquisition by the Company.

         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").

         On August 21, 2005, we amended our 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 the
shareholders meeting held on August 19, 2005.

                                       3
<PAGE>

         On January 6, 2006, we amended our Articles of Incorporation. This
amendment increased the number of our 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 the shareholders
meeting held on August 19, 2005.

         The Company is subject to the reporting obligations under Section 12(g)
of the Securities Exchange Act of 1934. Since the quarter and nine months ended
September 30, 2001, the Company has not complied with its reporting obligations.
However, the Company is in the process of preparing all required quarterly and
annual reports on Form 10-QSB and Form 10-KSB for filing and in order to become
current. The Company has not timely complied with its reporting obligations, due
to the unavailability of financial resources to pay the costs of compliance.

Employees

         As of the date of this report, we have one full-time employee our chief
executive officer, who currently forgoes any compensation. Our future
performance depends in significant part upon the continued service of our chief
executive officer.

              ADDITIONAL FACTORS THAT MAY AFFECT OUR FUTURE RESULTS

         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 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:

          o    the market price of our common stock,

          o    any business activities undertaken in the future, or

          o    financial  condition  that  require   significant   reduction  or
               discontinuance  of any future business  activities and operations
               undertaken, or

          o    require us to seek a merger partner, or

          o    require us to sell additional stock or other equity securities on
               terms  that are  highly  dilutive  to our  shareholders,  and may
               ultimately  result in a decline in or complete  loss of the value
               of our equity securities.

We are a "blank check company" and are not  conducting  any business  activities
and do not have any plan of operation to undertake a business  activity and have
substantial accumulated losses.

         During the quarter ended September 30, 2000, we discontinued our auto
racing business activities and currently do not have any plans formulated to
undertake another business activity. Company management is currently pursuing
business opportunities in the energy sector, with no formal plans to date. We
are confronted with the risks inherent in a start-up, development-stage
enterprise. We have not realized any revenue from our discontinued operations
and have incurred substantial losses. Our losses from discontinued operations
have resulted in an accumulated deficit at December 31, 2001, of $4,801,378. We
will continue to incur losses attributable to the administrative costs
associated with a "blank check, publicly-held company." See "Item 6.
Management's Discussion and Analysis or Plan of Operation." As is the case with
any startup business enterprise, we will be required to make significant
expenditures in the development of a business enterprise and may not realize
revenue from those operations for a substantial period. Consequently, we
anticipate continuing to incur significant and increasing losses in the
foreseeable future until the time, if ever, that we are able to generate
sufficient revenues to support our operations from a business enterprise we
undertake. There is no assurance that we will ever obtain profitability and the
failure to obtain profitability may result in the entire loss of investment in
our common stock.

                                       4
<PAGE>

Our  undertaking of future  business  enterprise  and activity is  substantially
dependent upon Thomas Megas, our Chief Executive Officer, and his unavailability
will have a material adverse effect on our ability to underake a future business
enterprise.

         Our success depends to a significant degree upon the efforts,
contributions and abilities of Thomas Megas, our chief executive officer, and
largest beneficial owner of our common stock shares. Although there is no assure
that the services of Mr. Megas will continue to be available to us. The loss of
services of Mr. Megas could have a material adverse effect on our ability to
assess the merits and potential of and undertake a future business enterprise.


We may  not  be  able  to  obtain  additional  funding  to  meet  our  financial
requirements,  particularly  those  associated  with the undertaking of a future
business enterprise.

         Our ability to fund a future business enterprise we undertake depends
upon our ability to obtain funds through equity financing, debt financing
(including credit facilities) or the sale or syndication of some or all of our
interests in certain projects or other assets associated with the business
enterprise. If we do not have access to such financing arrangements, and if
other funding does not become available on terms acceptable to us, we may not be
able to undertake the business enterprise or, if undertaken, continue the
business enterprise. This lack of capital resource funding may ultimately result
in the loss of investment in our common stock.

We may enter into sharing  arrangements  in conjunction  with a future  business
enterprise, the negotiation of which may require significant costs and diversion
of our time and resources that do not achieve the anticipated benefits.

         In connection with a business enterprise we undertake, 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 benefits we anticipated when we entered into these arrangements.
In addition, the negotiation of potential arrangements could require us to incur
significant costs and cause diversion of management's time and resources. The
costs of obtaining these sharing arrangements will 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.

In the event we undertake international business activities, we may be adversely
affected by  international  developments,  which may result in  reduction of the
revenue potential and adversely affect the financial performance of the business
enterprise.

         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:

          o    changes in local regulatory requirements;

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

          o    differing degrees of protection of property rights;

          o    instability of foreign currencies, economies and governments;

          o    cultural barriers; and

          o    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.

                                       5
<PAGE>

If a market develops for our common stock, the public market prices and values
may fluctuate widely.

         Although a market for our common stock shares previously existed, the
trading volume has always been quite low or non-existent. Furthermore, we have
been delinquent in the filing of our reporting requirements with the United
States Securities and Exchange Commission required under the Securities Exchange
Act of 1934 that has further contributed to the low or lack of, trading volume.
If a market develops, the market price of our common stock may be subject to
significant fluctuations in response to, and may be adversely affected by the
nature of the business enterprise undertaken and the perceived potential
profitability of the enterprise and

          o    variations in quarterly operating results of the enterprise,

          o    changes in earnings estimates by analysts,

          o    developments  within  the  industry  of the  business  enterprise
               generally, and

          o    general stock market conditions.

If a market  redevelops,  our  common  stock  will  initially  be  traded on the
over-the-counter  market and will have a low trading  volume that will  increase
the volatility of the market price and value of the common stock.

         In the event a market for our common stock develops, the common stock
will be included in the over-the-counter market. The over-the-counter market is
volatile and characterized as follows:

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

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

          o    if there is only one or two 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

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

Our common stock is subject to "penny stock" rules that impose additional duties
and   responsibilities   on  broker-dealers  and  salespersons  making  purchase
recommendations  and require  purchasers to met certain  qualifications,  all of
which  materially  limit or restrict  the ability to resale the common  stock in
terms of resale prices and the ability to sell on a timely basis.

         If a market develops, our common stock will be subject to the "penny
stock" rules. A "penny stock" is generally a stock that

          o    is only  listed  in "pink  sheets"  or on the  NASD OTC  Bulletin
               Board,

          o    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

          o    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

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

The penny stock trading rules will 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

          o    the ability to resell our common stock, and

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

                                       6
<PAGE>

We may issue additional  common stock and preferred stock at prices and on terms
determined by our board of directors,  without  shareholder consent or approval,
that upon  issuance  may  result in  substantial  dilution  of our  shareholders
interests  as well as the  market  price  and  value  of our  common  stock  and
redeemable warrants.

         We have 2,000,000,000 shares of our common stock and 15,000,000 shares
of Series A Preferred Stock (each convertible into 100 shares of our common
stock) authorized for issuance. We have the right to offer these shares at
offering prices to be determined in sole discretion of our board of directors.
The sale of these shares may result in substantial dilution to our shareholders.
Also the Series A Preferred Stock has rights superior to those of our common
stock. These stock issuances may adversely affect the market price or value of
our common stock.

Item 2.  Description of Property

Facilities

         Our corporate offices are located at 210 Park Avenue, Suite 2800,
Oklahoma City, Oklahoma. These office facilities are provided without costs as
an accommodation of our legal counsel, Dunn Swan & Cunningham. If, and when, we
undertake a business development enterprise, we will relocate our offices to
facilities that would then serve our needs, both in location and facility size.

Item 3.  Legal Proceedings

         From time to time, we may be involved in litigation relating to claims
arising out of our operations in the normal course of business. Other than as
presented below, we are not currently a party to any legal proceedings.

         In August 2005, our management became aware of the unauthorized
fraudulent 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 in the open market. Members of the Company's
management did not have any relationships with the entities and individuals that
were initially issued the Wrongfully Issued Shares.

         In September 2005, the Company filed a civil action 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 the Company 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 common stock shares of the Company, the
previously referred to Wrongfully Issued Shares, that were distributed to
various individuals and entities, including the other Defendants. Capital Growth
Financial, L.L.C. and JH Darbie & Co. intervened in the Civil Litigation (the
"Intervenors") and alleged that the Company 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 the Company.

         In conjunction with the Civil Litigation, we reached an agreement with
JH Darbie & Co., whereby the Company delivered 25,075,000 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 the Company's common stock. Furthermore, JH
Darbie & Co. 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.

                                       7
<PAGE>

         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 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 Intervenors with an effective date of
December 8, 2005.

         In accordance with the Settlement Agreement, the Company's claims
against the Settling Defendants and the claims of the Settling Defendants
against the Company were resolved by the exchange of release of claims, a
release of the Wrongfully Issued Shares and payments to the Company 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. Furthermore, the claims
of the Intervenors against the Company were exchanged for the issuance of
25,025,000 shares of the Company's common stock to JH Darbie & Co. and
219,723,000 shares of the Company's common stock to Capital Growth Financial,
L.L.C. 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 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 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.

         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. However, 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.

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

         Other than those matters submitted at the shareholders meeting held on
August 19, 2005, no matters were submitted to vote of our security holders
during 2000, 2001, 2002, 2003, 2004 and 2005.

         Because of the unauthorized issuance of our common stock shares as
discussed in Part I - Item 3. Legal Proceedings, at a special shareholders
meeting held on August 19, 2005, the holders of our common stock approved the
following:

<TABLE>
<CAPTION>

                                                                     Number of Votes Cast
                                                              ---------------------------------
                                                                                                    Broker
                                                                For        Against    Abstained     Non-Votes
                                                              ---------    -------    ---------     ---------
<S>                                                           <C>
Amendment of our Articles of Incorporation to                 3,659,311        --            --            --
increase the number of authorized common stock
shares from 25,000,000, to 500,000,000, $0.0001
par value

Amendment of our Articles of Incorporation to                 3,659,311        --            --            --
authorize 15,000,000 shares of preferred stock,
$0.001 par value

Amendment of our Articles of Incorporation to                 3,659,311        --            --            --
increase the number of authorized common stock
shares to 2,000,000,000, $0.0001 par value
</TABLE>

                                       8
<PAGE>

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 and a trading market did
not exist. In 2000 our common stock was removed from the OTCBB and all trading
activity was quoted in the "pink sheets" and currently is reported under the
symbol "BCIG."

         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-up, mark-down or commissions and may not
present the actual price paid for the shares.

Quarter Ended:                                       Common Stock Bid Prices
                                                       Low            High
                                                   ---------     ------------
March 31, 2006...................................  $  0.0001     $    0.0300

December 31, 2005................................  $  0.0010     $    0.0200
September 30, 2005...............................  $  0.0010     $    0.0390
June 30, 2005....................................  $  0.0025     $    0.0813
March 31, 2005...................................  $  0.0400     $    0.0800

December 31, 2004................................  $  0.0200     $    0.0500
September 30, 2004...............................  $  0.0300     $    0.0300
June 30, 2004....................................  $  0.0300     $    0.0300
March 31, 2004...................................  $  0.0300     $    0.0300

December 31, 2003................................  $  0.0300     $    0.0500
September 30, 2003...............................  $  0.0500     $    0.0600
June 30, 2003....................................  $  0.0600     $    0.0600
March 31, 2003...................................  $  0.0600     $    0.0600

December 31, 2002................................  $  0.0600     $    0.0600
September 30, 2002...............................  $  0.0510     $    0.0600
June 30, 2002....................................  $  0.0500     $    0.1000
March 31, 2002...................................  $  0.1000     $    0.3000

December 31, 2001................................  $  0.2600     $    1.0100
September 30, 2001...............................  $  0.1000     $    2.0000
June 30, 2001....................................  $  0.0100     $    0.1500
March 31, 2001...................................  $  0.0200     $    0.1500

December 31, 2000................................  $  0.0310     $    0.2500
September 30, 2000...............................  $  0.2190     $    1.1880
June 30, 2000....................................  $  0.9390     $   11.2500
March 31, 2000...................................  $  9.0000     $   18.7500

December 31, 1999................................  $  3.8750     $    7.0000
September 30, 1999...............................  $      --     $        --
June 30, 1999....................................  $      --     $        --
March 31, 1999...................................  $      --     $        --



                                       9
<PAGE>

Dividend Policy

     We do not intend to pay and you should not expect to receive cash dividends
on our common stock. Our dividend policy is to retain future earnings to support
our business  undertakings.  If we were to change this  policy,  any future cash
dividends  will depend on factors  deemed  relevant  by our board of  directors.
These factors will generally include future earnings,  capital  requirements and
our financial  condition.  Furthermore,  in the event we issue  preferred  stock
shares,  no dividends may be paid on our  outstanding  common stock shares until
all dividends then due on our outstanding preferred stock will have been paid.

Holders of Equity Securities

     As of March 15,  2006,  we had 81 record  owners of our common stock shares
and approximately 325 beneficial owners of our common stock.

Repurchase of Equity Securities

None

Securities Authorized for Issuance under Equity Compensation Plans

The Company has been unable to locate any  accounting  records for periods prior
to January 1, 2000, including any signed and executed employment agreements.  We
believe that we had executed  employment  agreements with our President and CEO,
our former  Chairman of the Board and another  former Board  Member,  our former
director of racing operations.  These agreements would have been entered into in
the years ended  December  31, 1999 and 2000.  These  agreements  would have set
salaries for these  executives  and granted them options as well.  These options
were not granted under a shareholder  approved  equity  compensation  plan.  The
Company does not have a shareholder approved equity compensation plans

The above three executives never received any compensation  monetarily or in any
equity form, for services under these agreements.

In the year ended  December 31, 2001,  the former  Chairman of the Board and the
other former Board  Member,  who was our former  director of racing  operations,
resigned their Company  positions and forfeited any  entitlements or contractual
obligations, employment or otherwise, that the Company had previously agreed to.
In February 2006, the Company  President and CEO  relinquished  the Company from
any contractual compensation, either monetary, shares or options.

The following table sets forth as of December 31, 2005,  2004, 2003, 2002, 2001,
and 2000  information  related to each  category  of equity  compensation  plan,
including individual compensation  arrangements with our non-employee directors.
We do not have any equity  compensation plans approved by our shareholders.  All
stock options, and rights to acquire our equity securities, are exercisable for,
or represent the right to purchase our common stock.  The  following  table,  is
what  management  believes  would  have been  issued  had the  above  employment
agreements been in effect.

                                       10

<PAGE>

<TABLE>
<CAPTION>

                                                     Number of
                                                 Securities to be
                                                    issued upon                               Number of securities
                                                    exercise of          Weighted-average      remaining available
                                                    outstanding         exercise price of      for future issuance
                                                 options, warrants     outstanding options,       under equity
Plan category                                       and rights         warrants and rights     compensation plans
-------------                                    -----------------     --------------------   --------------------
Equity compensation plans
approved by security holders:  None

Equity compensation plans
not approved by security holders:
     Employment Agreement
<S>                    <C>                             <C>                        <C>
        with Robin Herd(1)................             400,000                    $1.00                      -
     Employment Agreement
        with Thomas Megas(2)..............             400,000                    $1.00                      -
     Employment Agreement
        with Stefan Johansson(3).........              150,000                    $1.00                      -

Total.....................................             950,000                                               -
</TABLE>

--------------------
(1)  On June 5, 2001, Mr. Herd released all of his contractual  rights under his
     Employment  Agreement with us, including the stock options  exercisable for
     the purchase of 400,000 shares of our common stock for $1.00.
(2)  On February 23,  2006,  Mr. Megas  released all of his  contractual  rights
     under  his  Employment  Agreement  with us,  including  the  stock  options
     exercisable  for the  purchase  of 400,000  shares of our common  stock for
     $1.00.
(3)  On June 1, 2001, Mr. Johansson released all of his contractual rights under
     his Employment  Agreement with us, including the stock options  exercisable
     for the purchase of 150,000 shares of our common stock for $1.00.


Securities Sold Pursuant to Private Placement Offering

     Contribution of Operating  Assets.  - On January 7, 1999,  Thomas Megas and
Peter  Voller  in  exchange   for  all  the   existing   shares  of  March  Indy
International, Inc. ("March") transferred:

o    their ownership interests in certain names, brands, designs and slot rights
     pertaining to the building of racing of motor cars in exchange and

o    a  two-wheeled  "super bike"  capable of speeds of up to 200 miles per hour
     that was intended to be entered in competitive racing events.

In connection with the contribution of these assets, March recorded the "super
bike" at $330,440 as equipment and recorded the brands, designs and slot rights
as a $2,791,428 intangible asset. As a result of our discontinuance of our
racing activities in the third quarter of 2000, these assets became impaired and
were written off in 1999 as part of the loss from discontinued operations.

         Acquisition of March Indy International, Inc. - On November 10, 1999,
pursuant to an Agreement and Plan of Reorganization dated October 27, 1999, we
exchanged 2,515,992 shares (2,569,001 shares prior, of which 53,009 were
subsequently rescinded due to over-allotment; reflected for 1:3 reverse stock
split on September 26, 2000) of our common stock shares for the issued and
outstanding capital stock of March Indy International, Inc., a Delaware
corporation ("March Delaware"). This offering was made pursuant to the
applicable registration exemptions of Rule 506 of Regulation D of the Securities
and Exchange Commission, Section 4(2) of the Securities Act of 1933, and
applicable state securities laws.

                                       11
<PAGE>

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 have not undertaken any business activities since. Accordingly, all such
activities are reflected as discontinued operations for all periods presented.
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.

The following is a schedule of losses from such discontinued operations for the
year ended December 31, 2000:


Equipment leasing expense                                (a)   $     150,000
Website expense                                          (b)          75,000
Write-off of equipment                                   (c)         330,400
Write-off of intangible                                  (c)       2,791,428
Forfeited deposit                                        (d)         180,000
Non-cash interest expense                                (e)         897,500
General and administrative expenses                      (f)          64,175
                                                               --------------
                                                               $   4,488,503
                                                               ==============

(a)  We were obligated  under an equipment  lease  agreement that  terminated in
     December 2000. The lease agreement required advance payments of $530,000 as
     of May 20,  2000,  of which we have paid  $150,000  as of March  31,  2000.
     Subsequent to the initial  payment of $150,000,  the lessor alleged that we
     failed to perform in accordance with the lease agreement.  We have withheld
     payment of the  remaining  balance of $380,000  of the advance  payment due
     under the lease  agreement.  Management  was  engaged  in  negotiations  to
     resolve  the  dispute  but did not  succeed.  This  resulted in the initial
     payment of $150,000,  being charged to discontinued operations for the year
     ended December 31, 2000. In December 2000 the equipment was  repossessed by
     the leasing company.  We believe that we have no further  obligations under
     this lease.

(b)  During the quarter  ended March 31, 2000,  we incurred  $75,000 of expenses
     related  to  the  development  of a  website  showcasing  our  auto  racing
     operations.  Due to the subsequent  discontinuance  of these operations the
     cost of the website development is included in discontinued  operations for
     the year ended December 31, 2000.

(c)  March,  in connection  with its formation,  recognized the  contribution of
     certain fixed and intangible  assets including names,  brands,  designs and
     slot rights pertaining to the building and racing of motor cars. Mr. Thomas
     Megas, our Chief Executive  Officer and Mr. Peter Voller  contributed these
     fixed and intangible  assets,  and received all the then outstanding shares
     of March. Subsequent to this asset transfer, March merged into the Company.
     These  intangibles  were valued at  $2,791,428.  In  addition,  contributed
     equipment consisting solely of a two wheeled "Super Bike" capable of speeds
     up to 200  miles  per hour was  valued  at  $330,400.  This  bike was to be
     entered in competitive  racing  events.  These assets were reflected at the
     time of merger at the  shareholders'  basis.  Depreciation and amortization
     charges were to have commenced when the Company became operational.

     During  the  quarter  ended June 30,  2000,  we had  originally  charged to
     operating  expense  the  entire  costs  of the  Super  Bike  due in part to
     obsolescence of the technology.  This has been reclassified to discontinued
     operations,  for the year ended December 31, 2000, in conformance  with our
     cessation of all auto racing activities.

                                       12
<PAGE>

     In addition to the equipment being written down, the We originally  charged
     to  operating  expense   $1,091,428  of  the  intangible  due  in  part  to
     obsolescence,  and had commenced  amortization of the remaining  intangible
     assets. Total amortization originally reflected was $42,500 for the quarter
     and six months ended June 30, 2000. The  charge-off  and the  amortization,
     totaling  $1,133,928 has been  reclassified to  discontinued  operations in
     conformance with our cessation of all auto racing activities. The remaining
     intangible balance of $1,657,500 was charged to discontinued  operations in
     the year ended December 31, 2000.

(d)  In March  2000,  we agreed to purchase  an office  building in  Hallandale,
     Florida for approximately  $350,000 and made a non-refundable  down payment
     of $170,000  towards the purchase price. We failed to complete the purchase
     after  having  received a six-month  extension.  As these  facilities  were
     intended  for auto racing  activities,  the  $170,000  non-refundable  down
     payment  is  reflected  as  discontinued  operations  during the year ended
     December 31, 2000.

     In connection with the above office building, we made a $10,000 deposit for
     future  improvements  to the  property  upon  its  acquisition.  Due to the
     eventual  non-completion  of the  building  acquisition,  this  deposit for
     improvements  was written-off and reflected in discontinued  operations for
     the year ended December 31, 2000.

(e)  Non-cash  interest  expense - During the quarter  ended March 31, 2000,  we
     were advanced  $415,000 from existing  shareholders  of the Company.  These
     advances  were  interest-free  and due on  demand.  The  funds  from  these
     advances  were  used for  payments  of  deposits  on the  above  referenced
     building, the anticipated improvements of the building, the advance payment
     on the equipment  lease,  expenses  related to the development of a website
     and various general and administrative expenses. On May 12, 2000, we repaid
     these  advances with the issuance of 416,667  shares of  restricted  common
     shares with a market value of $1,312,500.  The excess of market value, over
     the debt, in the amount of $897,500 was reflected as  compensation  expense
     during the year ended December 31, 2000.

(f)  We have incurred  various  general and  administrative  expenses during the
     year  ended  December  31,  2000  related  to the auto  racing  operations.
     Included in these  expenses were rent and general  office  expenses.  These
     expenses  are  reflected  in  discontinued  operations  for the year  ended
     December31, 2000.

Operations:

         The Company's continuing operations, as presented for the year ended
December 31, 2000 and 2001, include expenses primarily of a corporate nature
such as legal, accounting and general corporate administrative matters.

Going Concern

         As indicated in the notes to the financial statements included
elsewhere in this report, the financial statements have been prepared assuming
that we will continue as a going concern. In the year ended December 31, 2001 we
incurred a loss from continuing operations and a net loss, of approximately
$13,000. We incurred an operating loss from discontinued operations of
approximately $4,488, 000, and a loss from continuing operations of $168,000,
during the year ended December 31, 2000. In addition, at December 31, 2001 and
2000, we had no assets and working capital deficiencies of approximately
$290,000 and $277,000, respectively. These conditions raise substantial doubt
about our 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.

                                       13
<PAGE>

Scope Limitation

         Our independent registered auditors were unable to analyze the opening
balance sheet as of January 1, 2000. We were unable to provide accounting
records to our independent registered auditors as of January 1, 2000, and for
all prior periods.

12-Month Overhead Budget

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

                                                                           12
Expenditure                                              Monthly         Months
---------------------------------------------------   -----------    -----------
Administrative expenditures:
   Executive officer compensation.................      $             $
   Administrative salaries........................         2,700          32,000
   Payroll taxes..................................         1,000          12,000
   Consulting fees................................
   Telephone......................................         3,000          36,000
   Rent...........................................         1,000          12,000
   Legal..........................................         8,300         100,000
   Accounting.....................................         7,500          90,000
   Public relations...............................         1,050          12,500
   Travel.........................................         8,750         105,000
   Health insurance...............................         2,500          30,000
   Automobile.....................................
   Miscellaneous..................................           800          10,000
                                                      -----------    -----------
      Total Administrative Expenditures...........      $ 36,600      $  439,500
                                                      ===========    ===========

     Additional Financial  Commitments.  - Other than our commitments  discussed
above, we do not have any capital commitments, nor do we have any plans to raise
additional funds during the next 12 months.

Cautionary Statement Relating to Forward Looking Information

     We have included some forward-looking  statements in this section and other
places  in  this  report  regarding  our  expectations.   These  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which  may  cause  our  actual  results,  levels  of  activity,  performance  or
achievements,  or industry results,  to be materially  different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking  statements.  Some of these forward-looking statements can
be identified by the use of forward-looking  terminology  including  "believes,"
"expects,"  "may," "will,"  "should" or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategies that involve risks and uncertainties. You should read statements that
contain these words carefully because they:

o    discuss our future expectations;

o    contain  projections  of our  future  operating  results  or of our  future
     financial condition; or

o    state other "forward-looking" information.

         We believe it is important to discuss our expectations; however, it
must be recognized that events may occur in the future over which we have no
control and which we are not accurately able to predict. Readers are cautioned
to consider the specific business risk factors described in the report and not
to place undue reliance on the forward-looking statements contained herein,
which speak only as of the date hereof. We undertake no obligation to publicly
revise forward-looking statements to reflect events or circumstances that may
arise after the date of this report.

                                       14
<PAGE>

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.

         On December 5, 2005, we engaged Sherb & Co., LLP ("Sherb"), subject to
the completion of their due diligence, to become auditors commencing for the
year ended December 31, 2000. Since last performed auditing services for us for
the year ended December 31, 1999, our prior auditing firm, Feldman Sherb
Horowitz & Co., P.C. ("FSH"), have dissolved its audit practice. Sherb's
relationship to FSH, is that some of Sherb's partners were formerly partners in
FSH. The current partners of Sherb did not have direct audit responsibilities
associated with the accounting services provided to us while those current Sherb
partners were employed at FSH.

         The report of FSH on our consolidated financial statements as of and
for the year ended December 31, 1999, the period from November 24, 1998
(Inception) through December 1998, and the period from November 24, 1998
(Inception) through December 1999 did not contain any adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to audit scope or
accounting principles. During the aforementioned periods, there were no
disagreements with FSH on any matters of accounting principles or practices
financial statement disclosure, or auditing scope or procedure which, if not
resolved to FSH satisfaction, would have caused FSH to make reference to the
subject matter in connection with those periods; and there were no reportable
events as defined in Item 304 (a) (1) (v) of Regulation S-B.

Item 8A.  Controls and Procedures.

         Mr. Thomas Megas, our Chief Executive Officer and Acting Chief
Financial Officer, is responsible primarily for establishing and maintaining
disclosure controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
U.S. Securities and Exchange Commission. These controls and procedures are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

         Furthermore, Mr. Megas, our Chief Executive Officer and Acting Chief
Financial Officer, is responsible for the design and supervision of our internal
controls over financial reporting that are then effected by and through our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. These policies and procedures

o    pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets;

o    provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

o    provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisition,  use or disposition of our assets that could have
     a material effect on our financial statements.

                                       15
<PAGE>

         Our Chief Executive Officer and Acting Chief Financial Officer, based
upon his evaluation of the effectiveness of our disclosure controls and
procedures and the internal controls over financial reporting as of the last day
of the period covered by this report, concluded that our disclosure controls and
procedures and internal controls over financial reporting were fully ineffective
as of the last day of the period covered by this report and reported to our
auditors and board of directors that there are no controls and procedures and
internal control over financial reporting during the period covered by this
report and that all of which materially affect or is reasonably likely to
materially affect our disclosure controls and procedures or internal control
over financial reporting. In conducting their evaluation of our disclosure
controls and procedures and internal controls over financial reporting, these
executive officers did not discover any fraud that involved management or other
employees who have a significant role in our disclosure controls and procedures
and internal controls over financial reporting. Furthermore, although the
disclosure controls and procedures and internal controls over financial
reporting were deficient and absent, there were no changes made in our
disclosure controls and procedures, internal controls over financial reporting,
or other factors that would eliminate the deficiencies in our disclosure
controls and procedures or internal controls over financial reporting subsequent
to the date of their evaluation. Although significant deficiencies or material
weaknesses existed, no corrective actions were taken to correct significant
deficiencies and material weaknesses in our internal controls and disclosure
controls and procedures because of the lack of required financial resources to
correct such deficiencies and weaknesses.

Item 8B.  Other Information

         Except as described below, during the years ended December 31, 2000,
2001,2002, 2003, 2004 and 2005, we did not report any items on Form 8-K.

Change of Accountants

         On December 23, 2005, we reported on Form 8-K the change of our
certifying accountants to Sherb & Co., LLP under Item 4. Change of Registrant's
Certifying Accountants (see "Item 8. Changes in and Disagreements with
Accountants and Financial Disclosure," above).

Amendments of Articles of Incorporation

         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").

         On August 21, 2005, we amended our 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 the
shareholders meeting held on August 19, 2005.

         On January 6, 2006, we amended our Articles of Incorporation. This
amendment increased the number of our 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 the shareholders
meeting held on August 19, 2005.

Material Modification to Rights of Security Holders

         Reverse Stock Split

         On June 17, 2000, our Board of Directors authorized a reverse stock
split of 1 to 3 of our outstanding common stock. This reverse stock split
reduced the number of our outstanding common stock shares from 12,090,234 to
4,029,916. This document and the financial statements herein give retroactive
effect to this transaction.

                                       16
<PAGE>

         Designation of the Series A Preferred Stock

         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").

         The Series A Preferred Stock possess all such rights and privileges
that are afforded to preferred stock by the Nevada General Corporation Law in
the absence of any express grant or limitation of rights or privileges provided
in the Certificate of Designation. The designations and the preferences,
conversions and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of the shares of the Series A
Preferred Stock are summarized below.

         Dividends. Dividends may be declared and paid or set apart for payment
upon the Series A Preferred Stock out of our assets or funds legally available
for the payment of dividends. Holders of the outstanding Series A Preferred
Stock, as a class, will be entitled to receive, when and as declared by our
Board of Directors, out of any funds legally available therefor, at a rate per
share equal to the Set Conversion Rate as defined below. Dividends may not be
declared and paid or set apart for payment upon our common stock unless all
dividends then payable on the Series A Preferred Stock shall have been paid.

         Conversion Rights. The holders of shares of the outstanding 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, subject to the
following terms and conditions:

o        The shares of outstanding Series A Preferred Stock, at the option of
         the holders, may be converted into fully paid and non-assessable shares
         (calculated as to each conversion to the nearest 1/100th of a share) of
         common stock.

o        The outstanding Series A Preferred Stock is convertible at the office
         of the transfer agent for the Preferred Stock (the "Transfer Agent"),
         and at such other place or places, if any, as our Board of Directors
         may designate, into fully paid and non-assessable shares (calculated as
         to each conversion to the nearest 1/100th of a share) of common stock.

o        The number of shares of common stock issuable upon conversion of each
         share of the outstanding Series A Preferred Stock is 100 shares of
         common stock (the "Set Conversion Rate"), subject to adjustment from
         time to time in certain instances as summarized below.

o        No fractional shares of common stock will be issued, rather, one
         fractional share per holder will be rounded up to a whole share.

o        Before any holder of shares of the Series A Preferred Stock may be
         converted into Common Stock, the holder must deliver the certificate or
         certificates evidencing the Series A Preferred Stock, duly endorsed and
         dated with a medallion signature guarantee, to the office of the
         Transfer Agent or at such other place or places, if any, as our Board
         of Directors designates and provided written notice to us that the
         holder elects to exercise the conversion rights.

o        We will, as soon as practicable after receipt of notice of exercise of
         the conversion rights, issue and deliver at office of the Transfer
         Agent to the holder of shares of the Series A Preferred Stock
         certificates for the number of full shares of common stock to which the
         holder is entitled to receive.

o        Shares of the Series A Preferred Stock will be deemed converted into
         common stock at the close of business on the date of the medallion
         signature guarantee on the certificate surrendered for conversion
         provided the certificate is received by the Transfer Agent within 10
         business days following the date, and the person or persons entitled to
         receive the common stock issuable upon conversion will be treated for
         all purposes as the record holder or holders of the common stock as of
         the close of business on that date.

                                       17
<PAGE>

         Adjustments of the Set Conversion Rate. The Set Conversion Rate in
effect at the time of the record or effective date for the following events will
be proportionately adjusted so that the holder of any share of the outstanding
Series A Preferred Stock surrendered for conversion after that time will be
entitled to receive the kind and amount of shares that the holder would have
owned or would have been entitled to receive had the Series A Preferred Stock
been converted immediately prior to that time in the event we:

o        declare a dividend on common stock in shares of our capital stock;

o        subdivide our outstanding shares of common stock;

o        combine our outstanding shares of common stock into a smaller number of
         shares; or

o        issues by reclassification of our common stock (including any such
         reclassification in connection with a consolidation or merger in which
         we are the continuing corporation) any shares of our capital stock.

The adjustment will be made successively whenever any event listed above occurs.
In the event we distribute to all holders of our common stock (including any
such distribution made in connection with a consolidation or merger in which we
are the continuing corporation) evidences of our indebtedness or assets
(excluding dividends or other distributions paid out of earned surplus) or
subscription rights or warrants, the Set Conversion Rate will be adjusted so
that the Set Conversion Rate will equal the price determined by multiplying the
Set Conversion Rate in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the Current Market
Price per share of the Common Stock on the date fixed for such determination
less the then fair market value (as determined by our Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed with
the Transfer Agent) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of common stock and the denominator shall be
the current market price per share of the common stock, the adjustment will
become effective immediately prior to the opening of business of the day
following the date fixed for the determination of stockholders entitled to
receive the distribution. All calculations related to adjustment of the Set
Conversion Rate will be made to the nearest cent or the nearest 1/100th of a
share, as the case may be.

         In case we consolidate or merge with or into any other corporation
(other than a consolidation or merger in which we are the continuing
corporation), or in case of any sale or transfer of all or substantially all of
our assets, the holder of each share of the outstanding Series A Preferred Stock
will after the consolidation, merger, sale or transfer have the right to convert
the share of the Series A Preferred Stock into the kind and amount of shares of
stock and other securities and property that the holder would have been entitled
to receive upon the consolidation, merger, sale or transfer if the holder had
held the common stock issuable upon the conversion of the share of the Series A
Preferred Stock immediately prior to the consolidation, merger, sale or
transfer.

         In the event of an adjustment to the Set Conversion Rate, the holder of
the Series A Preferred Stock surrendered for conversion will become entitled to
receive any securities other than shares of common stock, thereafter the amount
of the other securities receivable upon conversion of any share of the Series A
Preferred Stock will be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the common stock on like terms to the other securities.

         No adjustment in the Set Conversion Rate will be required unless the
adjustment would require a change of at least 1%; provided, however, that any
adjustments that are not required to be made will be carried forward and taken
into account in any subsequent adjustment.

         In the event of an adjustment of the Set Conversion Rate we will
promptly file with the Transfer Agent a certificate of the treasurer of the
Company setting forth the adjusted Set Conversion Rate and showing in reasonably
detail the facts upon which the adjustment is based, including a statement of
the consideration received or to be received by us for any shares of common
stock issued or deemed to have been issued. We will provide a notice to the
holders of the outstanding Series A Preferred Stock stating that the Set
Conversion Rate has been adjusted and setting forth the adjusted Set Conversion
Rate. The notice is required as of the opening of business on the 10th day after
mailing and no further notice will be required.

                                       18
<PAGE>

         In each of the following instances we will file with the Transfer Agent
and will mail, first class postage prepaid, to the holders of the outstanding
Series A Preferred Stock, at least 10 days prior to the applicable record date,
a notice stating the date on which a record is to be taken for the purpose of
any distribution or rights, or, if a record is not to be taken, the date on
which the holders of common stock entitled to such distribution or rights are to
be determined, or the date on which the reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up is expected to become
effective, and the date on which it is expected that holders of common stock
will be entitled to exchange their common stock for securities or other property
deliverable upon the reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up:

o        If we were to authorize the distribution to all holders of our common
         stock of evidences of its indebtedness or assets (other than dividends
         or other distributions paid out of earned surplus); or

o        If we were to authorize the granting to the holders of our common stock
         of rights to subscribe for or purchase any shares of capital stock of
         any class or of any other rights; or

o        In the event of any reclassification of our common stock (other than a
         subdivision or combination of its outstanding shares of common stock),
         or of any consolidation or merger to which we are a party and for which
         approval of our stockholders is required, or of the sale or transfer of
         all or substantially all of our assets; or

o        In the event of any reclassification or our voluntary or involuntary
         dissolution, liquidation or winding up.

         Except as described, the holders of the Series A Preferred Stock are
neither greater than nor less than, but entirely consistent with, the rights of
the holders of our common stock.

     Required Corporate Actions. - We are required at all times to reserve, keep
available and be prepared to issue, free from any preemptive  rights, out of our
authorized  but  unissued  common  stock,  solely for the  purpose of  effecting
conversion of the Series A Preferred  Stock, the full number of shares of common
stock issuable upon the conversion of all outstanding  Series A Preferred Stock.
We  agreed  to  take  all  necessary   actions  to  amend  our   Certificate  of
Incorporation  to increase the  authorized  amount of our common stock if at any
time the  authorized  amount  of our  common  stock  remaining  unissued  is not
sufficient to permit the conversion of all outstanding Series A Preferred Stock.
Furthermore,  we will, if any shares of common stock required to be reserved for
issuance upon conversion of the Series A Preferred Stock,  require  registration
with or approval of any  governmental  authority  under any federal or state law
before the  Series A  Preferred  Stock  shares  may be issued  upon  conversion,
endeavor to cause those shares to be registered or approved as  expeditiously as
possible.

      We agreed to pay any and all taxes that may be payable in respect of the
issue or delivery of shares of common stock on conversion of shares of the
Series A Preferred Stock. We are not, however, required to pay any tax that may
be payable in respect of any transfer involved in the issue or transfer and
delivery of shares of our common stock in a name other than the name in which
the converted shares of the Series A Preferred Stock were registered, and no
issue or delivery will be made unless and until the person requesting the issue
has paid the amount of any that tax or has established to our satisfaction that
the tax have been paid.

      Whenever reference is made to the issuance or sale of shares of common
stock, the term "common stock" includes any stock of any class we are authorized
to issue other than preferred stock of any class with a fixed (absolutely or by
reference to an adjustment formula) limit on dividends and a fixed amount
payable in the event of our voluntary or involuntary liquidation, dissolution or
winding up.

      Voting Rights. - Each share of the Series A Preferred Stock has voting
rights equal to the 100 shares of common stock.

      Liquidation Rights. - 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 our common stock, provided that each share of the
Series A Preferred Stock will be treated as if equal to 100 shares of common
stock.

                                       19
<PAGE>

Issuance of Unregistered Equity Securities

         As disclosed above under "Item 3. Legal Proceedings," pursuant to the
Settlement Agreement, we issued 25,025,000 shares of the Company's common stock
to JH Darbie & Co. and 219,723,000 shares of the Company's common stock to
Capital Growth Financial, L.L.C. for the aggregate sum of 244,748,000 common
stock shares (the "Newly Issued Shares"). The Newly Issued Shares were required
to be deposited with Depository Trust Company in satisfaction of their short
positions with companies that clear securities purchase and sale transactions 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.

         The Newly Issued Shares were issued in exchange for release of the
securities and registration claims alleged in the Civil Litigation and in
exchange for the Wrongfully Issued Shares and the agreed payment to the Company
of $171,546 from funds held at Capital Growth Financial, L.L.C. and agreement to
pay an additional $277,093 by the Settling Defendants in release of alleged
claims against the Company. In connection with the issuance of the Newly Issued
Shares, no commissions or other remuneration were paid; however, from the cash
payment received by the Company pursuant to the Settlement Agreement, the
attorney fees and other related costs of the Civil Litigation will be paid and
these are estimated to total $45,000.

         On January 4, 2006, our Board of Directors authorized the issuance of :

o    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 their providing of accounting  services and $3,925 for travel expenses.  The
shares had a market  value of  $502,462;  the excess of market  value,  over the
expenses reimbursed, in the amount of $465,537 will be reflected as compensation
expense.  Mr. Megas  serves as our Chairman of the Board of Directors  and Chief
Executive Officer.  Furthermore,  our Board of Directors authorized the issuance
of

o    7,500,000  shares  of  our  Series  A  Preferred  Stock  to  Mr.  Megas  in
reimbursement  of $223,247 in costs and  expenses  incurred by Mr.  Megas on our
behalf  during the year ended  December  31,  2000  through  January  2006.  The
Preferred  Stock had a market value of  $1,500,000;  the excess of market value,
over the expenses  reimbursed,  in the amount of $1,276,753 will be reflected as
compensation expense.

o    7,500,000 shares of our Series A Preferred Stock to a major shareholder in
reimbursement of $242,775 in costs and expenses incurred by the major
shareholder on our behalf during the year ended December 31, 2000 through
January 2006. The Preferred Stock had a market value of $1,500,000; the excess
of market value, over the expenses reimbursed, in the amount of $1,267,728 will
be reflected as compensation expense.

These shares were issued to Messrs. Megas and to the major shareholder pursuant
to registration exemptions under Section 4(6) of the Securities Act and Rule 506
of Regulation D. Both Mr. Megas and the major shareholder qualify as an
"accredited investor" within the meaning of Rule 501(a) of Regulation D. No
commissions or other form of remuneration was paid in connection with the
issuance of these shares of common stock and Series A Preferred Stock to Mr.
Megas and the major shareholder.

We are  currently  evaluating if any of these  issuances  have caused us to have
issued  equity  instruments  that have the  potential to be converted  into more
shares than the Company has authorized.  If such a situation resulted,  we would
have to  record  the  fair  value of  convertible  instruments  as a  derivative
liability,  which  would  be  recognized  as  other  expense  in  the  Company's
statements of operations.  Any subsequent increase or decrease in the fair value
of the  derivative  liability  would be  recognized  as an  adjustment  to other
expense,  or other  income,  until such time as we cured our  deficiency  in our
number of authorized shares.

                                       20

<PAGE>

PART III

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

Our Directors and Executive Officers

         Set forth below is certain information with respect to our executive
officers 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
election, but not less than two. Our Board of Directors currently consists of
two individuals.

          Name                      Age      Position
---------------------------------   ---      -----------------------------------
Robin Herd(1)....................    65      Former Chairman of the Board

Thomas Megas.....................    61      Chairman of the Board of Directors,
                                             Chief Executive Officer, President,
                                             and Acting Chief Financial Officer

Marina Puig......................    55      Former Secretary, Treasurer and
                                             Director

Martin Duffy.....................    60      Director

Damian Manestar..................    47      Former Director

Stefan Johansson(2)..............    48      Former Director
------------

     (1)  On June 5, 2001,  Mr. Herd  resigned  as our  Chairman of the Board of
          Directors  and  released  all  of his  contractual  rights  under  his
          Employment Agreement with us.

     (2)  On June 1, 2001,  Mr.  Johansson  resigned as one of our Directors and
          released all of his contractual rights under his Employment  Agreement
          with us,

         The following is a brief description of the business background of our
executive officers and directors during 2000 through 2005:

         Robin Herd served as our Chairman of our Board of Directors from our
inception until June 5, 2001. From 1990 to 1999, Mr. Herd founded and operated
RHL, a privately-held company, that provided consulting and training for Formula
One race car drivers. In 1970, Mr. Herd founded the original "MARCH" team, which
won numerous Indy and European championships as well as capturing the Oldsmobile
land speed record in 1987 with A.J. Foyt. Mr. Herd is noted for his racing car
designs as well as having designed the "Wings of the Concord" for which he was
awarded Britain's highest design award, the Edinburgh Design Trophy in 1985. Mr.
Herd was also awarded "Commander of the British Empire (C.B.E.) by Queen
Elizabeth in 1985 and was nominated for the Satellite Sports Oscar in 1993 for
Eurosport Indy Series 1993. Mr. Herd earned his Engineering Degree in 1961 from
St. Peters College at Oxford University.

         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 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 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.

                                       21

<PAGE>

         Stefan Johansson was appointed to serve as one of our Directors and the
Director of Racing in January 2000 and held those positions until June 1, 2001.
For over two decades, Mr. Johansson has been one of the top racing drivers in
the world of international motorsports and has driven for some of the most
prestigious teams and manufacturers including Ferrari, McLaren, Porsche,
Mercedes, Toyota, Nissan and Mazda. Mr. Johansson has been successful in Formula
One, Indy Cars and LeMans-style sports cars; with recent wins in the 12 hours of
Sebring (Ferrari) in 1997 and in 1999 the 24-Hours of LeMans for Porsche.

         Marina Puig has served as one of our Directors since our inception.
From 1989 to 1992, Ms. Puig served as a Director of March Racing in the United
Kingdom, which was involved in motorsport racing, designing and building Formula
one race chassis and race cars for the top Formula One competitors. Prior to her
involvement in the racing industry, she was a race car enthusiast and
professional homemaker. Ms. Puig received a B.A. in Education from Harrow
College of Further Education in 1970 and an M.A. degree from Hendron College of
Technology in 1972.

         Martin Duffy has served as one of our Directions 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
completed his education in Banking with National Westminster Bank in 1960.

         Damian Manestar has served as one of our Directors since January, 2000
and since 1980 has been President and Chief Operating Officer of Manester
Enterprises, Ltd., a designer and developer of sports complexes, sports and
fitness centers and facilities. Mr. Manester attended the Zagreb Institute of
Further Education in Yugoslavia in 1997 and has attended various seminars and
monitored courses in EC.

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. Directors who are
also our employees receive no additional compensation for serving as directors.
We reimburse our directors for travel and out-of-pocket expenses in connection
with their attendance at meetings of our board.

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.

         We believe that each person who, at any time during 2000 through 2005,
was a director, executive officer, or beneficial owner of more than 10% of our
common stock failed to comply with the filing requirements of Section 16(a).

                                       22

<PAGE>

Item 10.  Executive Compensation

The Company has been unable to locate any  accounting  records for periods prior
to January 1, 2000, including any signed and executed employment agreements.  We
believe that we had executed  employment  agreements with our President and CEO,
our former  Chairman of the Board and another  former Board  Member,  our former
director of racing operations.  These agreements would have been entered into in
the years ended  December  31, 1999 and 2000.  These  agreements  would have set
salaries for these  executives  and granted them options as well.  These options
were not granted under a shareholder  approved  equity  compensation  plan.  The
Company does not have a shareholder approved equity compensation plans

In the year ended  December 31, 2001,  the former  Chairman of the Board and the
other former Board  Member,  who was our former  director of racing  operations,
resigned their Company  positions and forfeited any  entitlements or contractual
obligations, employment or otherwise, that the Company had previously agreed to.
In February 2006, the Company  President and CEO  relinquished  the Company from
any contractual compensation, either monetary, shares or options.

The following  table sets forth,  had the above  employment  agreements  been in
effect during the years ended December 31, 2005,  2004, 2003, 2002 and 2001, the
total cash  compensation,  paid or accrued,  to our chief executive  officer and
former chairman for the board.  These executives never received any compensation
monetarily or in any equity form, for services under these agreements.
<TABLE>
<CAPTION>

                                             Summary Compensation Table

                                                                            Annual Compensation(1)
Name and Principal Position                                         Year                   Bonus(3)
                                                                            Salary(2)
<S>       <C>                                                       <C>     <C>            <C>
Robin Herd(4)....................................................   2001    $ 104,167      $ -
   Former Chairman of the Board of Directors                        2000    $ 145,833      $ -
                                                                    1999    $    -         $ -
Thomas Megas(4)(5)...............................................   2005    $ 831,875      $ -
  Chairman of the Board of Directors, Chief Executive Officer,      2004    $ 756,250      $ -
  President and Acting Chief Financial Officer                      2003    $ 687,500      $ -
                                                                    2002    $ 625,000      $ -
                                                                    2001    $ 468,750      $ -
                                                                    2000    $ 145,833      $ -
                                                                    1999   $     -         $ -
</TABLE>

----------------

(1)  Messrs.   Megas  and  Herd  did  not   receive  any   additional   non-cash
     compensation,  perquisites and other personal  benefits that during each of
     2005, 2004, 2003, 2002, 2001, 2000 and 1999.
(2)  Dollar value of base salary  (both cash and  non-cash)  potentially  earned
     during the year.
(3)  Dollar value of bonus (both cash and  non-cash)  potentially  earned during
     the year.
(4)  On June 5, 2001,  Mr. Herd  resigned as our Chairman and Mr. Megas  assumed
     the position of Chairman of the Board of Directors.  Mr. Herd forfeited any
     entitlements or contractual obligations,  employment or otherwise, that the
     Company had previously agreed to
(5)  On February 23, 2006, Mr. Megas released us from our obligations  under Mr.
     Megas' Employment Agreement without payment of the accrued salary set forth
     in this table.

                                       23

<PAGE>

Employment Arrangements and Lack of Keyman Insurance

     In 1999,  we entered  into  long-term  employment  agreements  with each of
Messrs. Herd, Megas and Johansson,  a summary of the material terms is set forth
below.

     We believe  the  agreement  with Mr. Herd had an initial  three-year  term,
extendable  by agreement for an  additional  two-year  term and then  additional
one-year terms.  This agreement  provides for compensation to begin June 1, 2000
at a rate of $250,000 per year, to be increased by $50,000 after the first year,
by an additional $100,000 after the second year, by an additional $100,000 after
the third year and ten percent (10%) per year increases thereafter.  Pursuant to
the agreement,  Robin Herd was to be granted options to purchase  400,000 shares
of common stock for$1.00 per share, the options are exercisable for the purchase
of 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 June 5, 2001, Mr. Herd released us from all  obligations  under
his employment agreement, including the stock options described above.

     We believe the agreement  with Mr. Megas has an initial term of three years
that is  extendable  by  agreement  for an  additional  two-year  term  and then
additional one-year terms thereafter. The agreement provides for compensation to
begin June 1, 2000 at a rate of $250,000 to be increased  by $125,000  after the
first year, by an additional  $225,000 after the second year and after the third
year by ten  percent  (10%)  per  year  increases  thereafter.  Pursuant  to the
agreement, Mr. Megas is to be granted stock options exercisable for the purchase
of 400,000  shares of our  common  stock for $1.00 per share,  the  options  are
exercisable for the purchase of 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 described above and his accrued unpaid salary.

     We Believe the agreement with Mr. Johansson has an initial  four-year terms
with compensation to begin June 1, 2000 at a rate of $125,000 in the first year,
$175,000 in the second year,  $200,000 in the third year, $250,000 in the fourth
and fifth years and a ten percent (10%)  increase for any years  thereafter.  In
addition,  Mr.  Johansson  is  entitled to certain  commissions  on the sales of
sponsorships.  Pursuant to the agreement, Mr. Johansson is to be granted options
exercisable  for the to purchase  150,000  shares of common stock at a $1.00 per
share,  the options are exercisable for the purchase of 25,000 shares on June 1,
2000,  25,000 shares on November 30, 2000, 25,000 shares on May 31, 2000, 25,000
shares on November 30, 2001 and 50,000  shares on May 31, 2002. On June 1, 2001,
Mr. Johansson  released us from all obligations under his employment  agreement,
including the stock options described above.

     We do not maintain any  insurance  covering the  disability  or life of our
executive officers and directors.


Loss of Key Personnel

         Our success depends to a significant degree upon the efforts,
contributions and abilities of our management. Although we have employment
agreements with Mr. Megas, the loss of his services could have a material
adverse effect on future business activities.

Equity Compensation Plans

         We have not established or entered into any equity compensation plans.
For information related to our common stock authorized for issuance under equity
compensation plans, see Item 5. Market for Common Equity and Related Stockholder
Matters, above.

                                       24

<PAGE>

Director Liability and Indemnification

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

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

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

Securities Authorized for Issuance under Equity Compensation Plans

         For information related to our common stock authorized for issuance
under equity compensation plans, see Item 5. Market for Common Equity and
Related Stockholder Matters, above.

Security Ownership of Certain Beneficial Owners and Management

         The following table presents certain information regarding the
beneficial ownership of our common stock as March 15, 2006, and as adjusted to
give effect to this offering and exercise of the warrants, stock options and
conversion rights under our Preferred Stock, of (i) the only persons known by us
to own beneficially more than 5% of our common stock, (ii) each of our directors
and executive officers (including those executive officers named in the Summary
Compensation Table, see "Item 10. Executive Compensation -- Director and
Executive Officer Compensation") and (iii) all of our current executive officers
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, and there is no
family relationship among our executive officers and directors. For purposes of
the following table, the number of shares and percent of ownership of
outstanding common stock that the named person beneficially owns includes common
stock shares that the named person has the right to acquire within 60 days of
the date of this report (pursuant to exercise of stock options and warrants) and
are deemed to be outstanding, but are not deemed to be outstanding for the
purposes of computing the number of shares beneficially owned and percent of
outstanding common stock of any other named person.

                                       25

<PAGE>

<TABLE>
<CAPTION>

                                                                                        Shares
                                                                                     Beneficially     Ownership
Name and Address of Beneficial Owner                                                   Owned(1)       Percent(2)

<S>         <C>                                                                      <C>                    <C>
Thomas Megas(3)..................................................................... 1,001,964,571          80.15
    15 Onslow Gardens, Flat Seven
    London, England SW7 3AW

Abraham International Holdings, SA(4)...............................................  1,001,964,571         80.15
    15 Onslow Gardens, Flat Seven
    London, England SW7 3AW

Stewart Sytner(5)...................................................................    750,296,693          60.02
    1800 Rockaway Avenue (Suite 100)
    Hewlett, N.Y. 11557
Robin Herd(6)......................................................................         466,963           .09

Stefan Johansson(7).                                                                        100,000           .02

Marina Puig(8).                                                                              78,334           .02

Damian Manestar(9)                                                                          100,000           .02

Martin Duffy(10)                                                                             33,334           .01

Executive Officers and Directors as a group
    (two individuals)(11)...........................................................  1,002,297,905         80.16
</TABLE>

------------

(1)  Shares not outstanding but deemed beneficially owned by virtue of the right
     of a person  or  members  of a group to  acquire  them  within  60 days are
     treated as outstanding  for determining the amount and percentage of common
     stock owned by such  person.  To the our  knowledge,  each named person has
     sole  voting and sole  investment  power with  respect to the shares  shown
     except as noted, subject to community property laws, where applicable.
(2)  Rounded to the nearest one-hundredth of one percent, based upon 500,009,162
     shares of common stock outstanding,  plus a potential of 750,000,000 common
     shares into which  7,500,000  shares of preferred  stock owned by Mr. Megas
     are convertible into.
(3)  Mr. Megas is our Chief Executive Officer, President, Acting Chief Financial
     Officer  and one of our  Directors.  Because  Mr.  Megas  controls  Abraham
     International  Holdings, SA, the shares beneficially owned by Mr. Megas and
     Abraham International Holdings, SA are aggregated. The number of shares and
     the percentage include  251,231,084  shares owned by Abraham  International
     Holdings,  SA and 750,000,000  common stock shares into which the 7,500,000
     shares of preferred stock owned by Mr. Megas are convertible.
(4)  Because Thomas Megas controls Abraham International Holdings, SA the shares
     beneficially owned by Mr. Megas and Abraham International  Holdings, SA are
     aggregated. The number of shares and the percentages include 733,487 shares
     owned by Thomas  Megas and  750,000,000  common stock shares into which the
     7,500,000 shares of preferred stock owned by Mr. Megas are convertible.
(5)  The number of shares and the percentage  include  750,000,000  common stock
     shares  into which the  7,500,000  shares of  preferred  stock owned by Mr.
     Sytner are convertible.
(6)  Mr. Herd formerly served on our Board of Directors as Chairman.
(7)  Mr. Johansson formerly served on our Board of Directors.
(8)  Ms. Puig formerly served on our Board of Directors.
(9)  Mr. Manestar formerly served on our Board of Directors.
(10) Mr. Duffy is one of our Directors.
(11) The number of shares and the percentage include 251,231,084 shares owned by
     Abraham  International  Holdings,  SA which is  controlled by Mr. Megas and
     750,000,000  common  stock  shares  into  which  the  7,500,000  shares  of
     preferred stock owned by Mr. Megas are convertible.

Item 12.  Certain Relationships and Related Transactions

         Contained below is a description of transactions we entered into with
our officers, directors and shareholders that beneficially own more than 5% of
our common stock during six years ending December 31, 2005. These transactions
will continue in effect and may result in conflicts of interest between these
individuals and us. Although our officers and directors have fiduciary duties to
our shareholders and us, there can be no assurance that conflicts of interest
will always be resolved in favor of us and our shareholders.

         On January 7, 1999, Thomas Megas and Peter Voller, in exchange for
shares of our common, stock transferred to us

o    their ownership interests in certain names, brands, designs and slot rights
     pertaining to the building of racing of motor cars in exchange and

o    a  two-wheeled  "super bike"  capable of speeds of up to 200 miles per hour
     that was intended to be entered in competitive racing events.

                                       26

<PAGE>

In connection with the contribution of these assets, we recorded the "super
bike" at $330,440 as equipment and recorded the brands, designs and slot rights
as a $2,791,428 intangible asset, representing the invested costs of Messrs.
Megas and Voller in the transferred assets. As a result of our discontinuance of
our racing activities in the third quarter of 2000, these assets became impaired
and were written off in 2000 as part of the loss from discontinued operations.

         In 1999, we entered into an Employment Agreements with Robin Herd,
Thomas Megas and Stefan Johansson (see "Item 10. Executive Compensation,"
above).

         On January 4, 2006, our Board of Directors authorized the issuance of
251,223,084 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 their accounting services and $3,925 for travel expenses. The shares had a
market value of $502,462; the excess of market value, over the expenses
reimbursed, in the amount of $465,537 will be reflected as compensation expense.
Mr. Megas serves as our Chairman of the Board of Directors and Chief Executive
Officer. Furthermore, our Board of Directors authorized the issuance of

o        7,500,000 shares of our Series A Preferred Stock to Mr. Megas in
         reimbursement of $223,247 in costs and expenses incurred by Mr. Megas
         on our behalf during the year ended December 31, 2000 through January
         2006. The Preferred Stock had a market value of $1,500,000; the excess
         of market value, over the expenses reimbursed, in the amount of
         $1,276,753 will be reflected as compensation expense.

o        7,500,000 shares of our Series A Preferred Stock to a major shareholder
         in reimbursement of $242,775 in costs and expenses incurred by the
         major shareholder on our behalf during the year ended December 31, 2000
         through January 2006. The Preferred Stock had a market value of
         $1,500,000; the excess of market value, over the expenses reimbursed,
         in the amount of $1,267,728 will be reflected as compensation expense.

         We believe that the transactions described above were on terms no less
         favorable to us than could have been obtained with unrelated third
         parties.


Item 13.  Exhibits

(a)  Exhibits:

   Exhibit No.      Description

      3.1           Registrant's  Articles  of  Incorporation,   Certificate  of
                    Restatement   of  Articles  of   Incorporation   of  Bancorp
                    International Group, Inc.

      3.2           Registrant's  Bylaws,  incorporated  by reference to Exhibit
                    3.2 of  Registrant's  Registration  Statement  on Form 10-SB
                    filed with the Commission on January 14, 1999.

      4.1           Form of Certificate of Common Stock of Registrant.

     10.1           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.

                                       27

<PAGE>

Item 14.  Principal Accountant Fees and Services

Fees for Independent Auditors

         The audit reports of Sherb & Co., LLP, our independent registered
auditors, were prepared assuming that the we will continue as a going concern.
We incurred a net loss of approximately $4,644,000 for the year ended December
31, 2000 and did not have any operations during the year ended December 31,
2001. Furthermore, at December 31, 2001 and 2000, we had no assets and had a
working capital deficiency of approximately $265,000. These conditions raise
substantial doubt about our ability to continue as a going concern. Our plans
with respect to these matters include restructuring our existing obligations,
raising additional capital through future issuances of stock or debentures, and
completion of a business acquisition for future operations. The financial
statements for the years ended December 31, 2001 and 2000 do not include any
adjustments that might be necessary in the event we are unable to continue as a
going concern.

         In addition, we were unable to locate our accounting records for the
year ended December 31, 1999 and prior years. We could not provide Sherb & Co.,
LLP with those accounting books and records. As a result, Sherb & Co., LLP was
unable to analyze the opening balance sheet as of January 1, 2000 and for all
prior periods.

         Other than as disclosed above, the audit reports of Sherb & Co., LLP
reports on our 2000 and 2001 consolidated financial statements contained no
adverse opinion or disclaimer of opinion and were not qualified.

         There were no disagreements with Sherb & Co., LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which disagreements, if not resolved to the satisfaction of
Sherb & Co., LLP would have caused it to make reference to the subject matter of
the disagreements in connection with its reports. Also, there was no occurrence
of a reportable event under Item 304 of Regulation S-B respecting the years
ended December 31, 2000 and 2001.

         Commencing in December 2005, Sherb & Co., LLP commenced providing
professional services to us in connection with, among other things, 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
Report on Form 10-QSB for all periods ending subsequent to September 30, 2000.

         Audit Fees. - Total audit fees for 2000 and 2001 have not been
determined, but are estimated to total $50,000. The aggregate audit fees
included fees billed for the audit of our annual financial statements and for
reviews of our financial statements included in our Quarterly Reports on Form
10-QSB.

         Audit-Related Fees. - There were no fees billed for audit-related
services for 2000 and 2001.

         Tax Fees. - There were no fees billed for tax services for the years
ended December 31, 2000 and 2001.

         All Other Fees. - We were not billed for any other accounting services.

         Audit Committee Pre-Approval Procedures. - Rules and regulations of the
Securities and Exchange Commission implemented in accordance with the
requirements of Sarbanes-Oxley Act of 2002 require audit committees of companies
reporting under and pursuant to the Securities Exchange Act of 1934 to
pre-approve audit and non-audit services. Our Board of Directors has not
established 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 audit, audit-related
and tax services, and all permissible non-audit services, are pre-approved by
category of service. 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.

                                       28

<PAGE>

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 MEGAS
                                                  --------------------------
                                                  Thomas Megas
                                                  Chief Executive Officer
                                                  President
                                                  Acting Chief Financial Officer
Date: April 28, 2006

         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 28, 2006
---------------                      President
Thomas Megas               Acting Chief Financial Officer
                           Chairman of Board of Directors

/s/Martin Duffy                      Director                     April 28, 2006
---------------
Martin Duffy


                                       29

<PAGE>

                   Index to Consolidated Financial Statements


Report of Independent Registered Public Accounting
Firm  - for the Year Ended December 31, 2001                            F-1

Report of Independent Registered Public Accounting
Firm  - for the Year Ended December 31, 2000                            F-2

Balance Sheets                                                          F-3

Statements of Operations                                                F-4

Statements of Shareholders' Equity (Deficit)                            F-5

Statements of Cash Flows                                                F-6

Notes to Financial Statements                                           F-7 - 10




                                       F-i

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Bancorp International Group, Inc.
(formerly March Indy International, Inc.)

We have audited the accompanying balance sheet of Bancorp International Group,
Inc. as of December 31, 2001, and the related statements of operations,
shareholders' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bancorp International Group,
Inc. at December 31, 2001 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 raise 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/ Sherb & Co., LLP
                                                    ----------------------------
                                                    Sherb & Co., LLP
                                                    Certified Public Accountants

April 24, 2006
New York, New York

                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Bancorp International Group, Inc.
(formerly March Indy International, Inc.)

We have audited the accompanying balance sheet of Bancorp International Group,
Inc. as of December 31, 2000, and the related statements of operations,
shareholders' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

Except as discussed in the following paragraph, 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.

We were unable to audit any accounting records for periods prior to January 1,
2000, as described in Note 3 to the financial statements, nor were we able to
satisfy ourselves as to the carrying value of equipment and intangible assets
for periods prior to January 1, 2000. As is described in Note 5 to the financial
statements, the equipment and intangible assets were accounted for as
discontinued operations for the year ended December 31, 2000.

In our opinion, except for the effects of the above limitations, the financial
statements referred to above present fairly, in all material respects, the
financial position of Bancorp International Group, Inc. at December 31, 2000 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 raise 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/ Sherb & Co., LLP
                                                    ----------------------------
                                                    Sherb & Co., LLP
                                                    Certified Public Accountants
April 24, 2006
New York, New York

                                      F-2
<PAGE>

                        Bancorp International Group, Inc.
                    (formerly March Indy International, Inc.)
                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                                December 31,
                                                                        ------------------------------
                                                                            2001             2000
                                                                        -------------    -------------

<S>                                                                     <C>              <C>
      Assets                                                            $          -     $          -
                                                                        =============    =============

      Liabilities and Shareholders' Deficit

 Accounts payable and accrued expenses                                  $    226,096     $    212,675
 Accounts payable and accrued expenses - discontinued operations              64,175           64,175
                                                                        -------------    -------------
      Total current liabilities                                              290,271          276,850
                                                                        -------------    -------------

 Shareholders' Deficit:
      Common stock, $0.001 par value; authorized 25,000,000 shares;
         4,029,916 shares issued and outstanding                               4,030            4,030
      Additional paid in capital                                           4,532,498        4,532,498
      Accumulated deficit                                                 (4,826,799)      (4,813,378)
                                                                        -------------    -------------
         Total Shareholders' Deficit                                        (290,271)        (276,850)
                                                                        -------------    -------------

                                                                        $          -     $          -
                                                                        =============    =============
</TABLE>





                 See notes to consolidated financial statements.

                                      F-3

<PAGE>

                        Bancorp International Group, Inc.
                    (formerly March Indy International, Inc.)
                            Statements of Operations


<TABLE>
<CAPTION>

                                                                   Year Ended
                                                                  December 31,
                                                      --------------------------------------
                                                             2001                 2000
                                                      ------------------   -----------------
Cost and  expenses:
<S>                                                   <C>                  <C>
     General and administrative                       $          13,421    $        167,875
                                                      ------------------   -----------------
         Total cost and expenses                                 13,421             167,875
                                                      ------------------   -----------------

Net loss from continuing operations                              13,421             167,875

Loss from discontinued operations                                     -           4,488,503
                                                      ------------------   -----------------

Net loss                                              $          13,421    $      4,656,378
                                                      ==================   =================

Basic and Diluted loss per share:
     from continuing operations                       $           (0.00)   $          (0.04)
     from discontinued operations                     $               -    $          (1.16)
                                                      ------------------   -----------------
Total net loss per share                              $           (0.00)   $          (1.20)
                                                      ==================   =================

Weighted average shares outstanding                           4,029,916           3,884,330
                                                      ==================   =================
</TABLE>









                 See notes to consolidated financial statements.

                                      F-4
<PAGE>

                        Bancorp International Group, Inc.
                    (formerly March Indy International, Inc.)
                  Statements of Shareholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                                                                    Total
                                                            Common Stock            Additional                  Shareholders'
                                                      --------------------------     Paid-in      Accumulated       Equity
                                                         Shares        Amount        Capital       Deficit        (Deficit)
                                                      ------------   -----------   -----------  -------------  ---------------
<S>                 <C> <C>                             <C>          <C>           <C>          <C>            <C>
Balance at December 31, 1999                            3,666,258    $    3,666    $ 3,220,362  $   (157,000)  $    3,067,028

  Rescind issuance of shares from over allotment
   upon acquisition of discontinued operations            (53,009)          (53)            53             -                -
  Issuance of shares for settlement on notes payable      416,667           417        414,583             -          415,000
  Debt settlement with common shares in excess
   of debt value                                                -             -        897,500             -          897,500
  Net loss                                                      -             -              -    (4,656,378)      (4,656,378)
                                                      ------------   -----------   -----------  -------------  ---------------

Balance at December 31, 2000                            4,029,916         4,030      4,532,498    (4,813,378)        (276,850)

  Net loss                                                      -             -              -       (13,421)         (13,421)
                                                      ------------   -----------   -----------  -------------  ---------------

Balance at December 31, 2001                            4,029,916    $    4,030    $ 4,532,498  $ (4,826,799)  $     (290,271)
                                                      ============   ===========   ===========  =============  ===============

</TABLE>







                 See notes to consolidated financial statements.

                                      F-5

<PAGE>

                        Bancorp International Group, Inc.
                    (formerly March Indy International, Inc.)
                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                         Year Ended
                                                                                         December 31,
                                                                               ----------------------------------
                                                                                    2001              2000
                                                                               ----------------  ----------------

Cash flows from operating activities
<S>                                                                            <C>               <C>
     Net loss                                                                  $       (13,421)  $    (4,656,378)
     Adjustments to reconcile net loss to
        loss from discontinued operations:
            Deposits on building                                                             -           180,000
            Website expense                                                                               75,000
            Equipment leasing expense                                                                    150,000
            Write-off of equipment                                                           -           330,400
            Write-off of intangible asset                                                    -         2,791,428
            Debt settlement in excess of debt value                                          -           897,500
            Accounts payable and accrued expenses -
            discontinued operations                                                          -            64,175
     Changes in assets and liabilities
         Accounts payable and accrued expenses                                          13,421           157,675
                                                                               ----------------  ----------------
Net cash used in continuing operations                                                       -           (10,200)

Net cash used in discontinued operations
     Deposits on building                                                                    -          (180,000)
     Equipment leasing expense                                                               -          (150,000)
     Website expense                                                                         -           (75,000)
                                                                               ----------------  ----------------
Net cash used in operations                                                                  -          (415,200)
                                                                               ----------------  ----------------

Cash provided by financing activities:
     proceeds from advances from shareholders                                                -           415,000
                                                                               ----------------  ----------------

Net decrease in cash                                                                         -              (200)

Cash - beginning of year                                                                     -               200
                                                                               ----------------  ----------------

Cash - end of year                                                             $             -   $             -
                                                                               ================  ================

Supplemental disclosure of cash flow information:
     Non-cash investing and financing activities
        Common stock rescinded in connection with reverse merger               $             -   $           159
                                                                               ================  ================
        Common stock issued for settlement of advances from shareholders       $             -   $       415,000
                                                                               ================  ================
</TABLE>


                 See notes to consolidated financial statements.

                                      F-6
<PAGE>

                        BANCORP INTERNATIONAL GROUP, INC.
                    (formerly March Indy International, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                     Years Ended December 31, 2001 and 2000


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 3,292,200 common
          shares.

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

          On June 17,  2000 the Company  declared a one for three (1:3)  reverse
          stock split,  effective June 26, 2000. The financial statements herein
          give  retroactive  effect to this,  and all the above,  related equity
          transactions transaction.

          March had  intended to engage in the business of  designing,  building
          and racing motor cars for Formula One, Cart and Indy  competition both
          in the United States and abroad.  March has also planned to develop an
          Internet  website  in order to  merchandise  products  related  to its
          racing  efforts.  From  the  time of its  inception  March  had been a
          development stage enterprise through September 30, 2000. Subsequent to
          September 30, 2000, the management of March determined that due to the
          inability  to  successfully  organize  an Indy  car  race  team and to
          compete  in the  Indianapolis  500 in the  second  quarter of the year
          ended December 31, 2000, that the Company's  operations,  as intended,
          would cease to operate. Due to the cessation of operations, management
          has determined that they are no longer a development  stage enterprise
          commencing from the third quarter ended September 30, 2000.

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

                                      F-7
<PAGE>

          The  Company is subject to the  reporting  obligations  under  Section
          12(g) of the  Securities  Exchange Act of 1934.  Since the quarter and
          nine months ended  September  30,  2001,  the Company has not complied
          with its reporting obligations. However, the Company is in the process
          of preparing all required  quarterly and annual reports on Form 10-QSB
          and Form 10-KSB for filing in order to become current.

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 $13,000 and $4,656,000 for the years ended
          December 31, 2001 and 2000,  respectively.  Additionally,  the Company
          has no assets and has working capital  deficiencies  of  approximately
          $290,000  and  277,000 at December  30,  2001 and 2000,  respectively.
          These conditions raise  substantial  doubt about the Company's ability
          to continue as a going  concern.  Management's  plans with  respect to
          these matters include restructuring its existing obligations,  raising
          additional   capital   through  future   issuances  of  stock  and  or
          debentures,   and  to  complete  a  business  acquisition  for  future
          operations.  The accompanying  financial statements do not include any
          adjustments  that might be  necessary  should the Company be unable to
          continue as a going concern.

3.        SCOPE LIMITATION

          The  Company  has been  unable to locate any  accounting  records  for
          periods  prior to  January  1,  2000 and was,  therefore,  not able to
          provide such records to their independent  registered  auditors.  As a
          result, the Company's  independent  registered auditors were unable to
          analyze  the opening  balance  sheet as of January 1, 2000 and for all
          prior periods.

4.        SIGNIFICANT ACCOUNTING POLICIES

          (a)  Use of Estimates - The  preparation  of financial  statements  in
               conformity with accounting  principles  generally accepted in the
               United States of America  requires  management to make  estimates
               and  assumptions  that affect the reported  amounts of assets and
               liabilities  and disclosure of contingent  assets and liabilities
               at the date of the financial  statements and the reported amounts
               of revenue and expenses  during the  reporting  period.  Critical
               estimates include  management's  judgments associated with: other
               asset  valuations  and accrued  expenses.  Actual  results  could
               differ from those estimates.

          (b)  Loss Per  Share - Basic  earnings  (loss)  per share  ("EPS")  is
               determined  by dividing  net loss for the period by the  weighted
               average  number  of common  shares  outstanding  during  the same
               period.  Diluted EPS reflects the  potential  dilution that could
               occur if securities or other contracts to issue common stock were
               exercised  or  converted  into  common  stock or  resulted in the
               issuance of common stock,  which would then share in the earnings
               of the  Company.  For the years ended  December 31, 2001 and 2000
               the Company had no potentially dilutive  instruments  outstanding
               that could  potentially  be exercised  or  converted  into common
               stock.

          (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.

                                      F-8
<PAGE>

               As of December  31, 2000 all  Long-Lived  assets have been deemed
               impaired and written down to -0-. This expense has been including
               in discontinued operations for the year ended December 31, 2000.

          (d)  Stock  Based  Compensation  - As  permitted  under SFAS No.  148,
               "Accounting  for   Stock-Based   Compensation  -  Transition  and
               Disclosure,"   which  amended  SFAS  No.  123,   "Accounting  for
               Stock-Based Compensation," the Company has elected to continue to
               follow  the  intrinsic   value  method  in  accounting   for  its
               stock-based  employee  compensation  arrangements  as  defined by
               Accounting  Principles Board Opinion ("APB") No. 25,  "Accounting
               for  Stock  Issued to  Employees,"  and  related  interpretations
               including FASB Interpretation ("FIN") 44, "Accounting for Certain
               Transactions  Involving Stock Compensation," an interpretation of
               APB  No.  25.  No  stock-based  employee   compensation  cost  is
               reflected in operations.  As of December 31, 2001 the Company has
               not granted any options.

          (e)  Fair Value of Financial  Instruments  - The  Company's  financial
               instruments  consists of accounts  payable and accrued  expenses.
               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.

          (f)  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,
               2000 and 2001:

                                                              December 31,
                                                     --------------------------
                                                         2001           2000
                                                     -----------    -----------
               Income tax benefit computed at
               statutory rate                        $         -    $1,579,000
               Changes in valuation allowance                  -    (1,579,000)
                                                     -----------    -----------
               Provision for income tax                        -             -
                                                     ===========    ===========

               The Company has not  recorded a deferred tax asset as of December
               31,  2001  and  2001,  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 and achieve profitability.

          (g)  Derivative  Financial  Instruments  - The  Company  accounts  for
               derivative financial  instruments in accordance with Statement of
               Financial Accounting Standards No. 133, Accounting for Derivative
               Instruments and Hedging  Activities.  This standard  requires all
               derivative  financial  instruments  to be reported on the balance
               sheet at fair value.  Changes in fair value are recognized either
               in  earnings  or equity,  depending  on whether  the  transaction
               qualifies  for hedge  accounting,  and if so,  the  nature of the
               underlying   exposure   being  hedged  and  how   effective   the
               derivatives  are at offsetting  price movements in the underlying
               exposure.   The  Company  formally  documents  all  relationships
               between hedging instruments and hedged items, as well as our risk
               management objectives for undertaking various hedge transactions.
               The  Company   evaluates  the   effectiveness  of  their  hedging
               relationships  both  at the  hedge  inception  and on an  ongoing
               basis.  Any  ineffectiveness  is  recorded  in  the  Consolidated
               Statements  of  Income.  The  Company  did  not  have  derivative
               financial instruments as of December 31, 2001 and 2000.

                                       F-9
<PAGE>

          (h)  Recent Accounting Pronouncements:

               (i)  SFAS No. 149 - In April  2003,  FASB  issued  SFAS No.  149,
                    "Amendment of Statement  No. 133 on  Derivative  Instruments
                    and Hedging."  SFAS No. 149 amends and  clarifies  financial
                    accounting   and  reporting  for   derivative   instruments,
                    including certain derivative  instruments  embedded in other
                    contracts  and for  hedging  activities  under SFAS No. 133,
                    "Accounting   for   Derivative   Instruments   and   Hedging
                    Activities." SFAS No. 149 is effective for contracts entered
                    into or  modified  after  June  30,  2003  and  for  hedging
                    relationships  designated  after June 30,  2003.  Except for
                    provisions that relate to SFAS No. 133 implementation issues
                    that are effective for fiscal  quarters  beginning  prior to
                    June 15, 2003.  The adoption of SFAS No. 149 is not expected
                    to have a  material  impact  on the  Company's  consolidated
                    financial position, results of operations or cash flows.

               (ii) SFAS No. 150 - In May 2003,  the FASB  issued  SFAS No. 150,
                    "Accounting   for   Certain   Financial   Instruments   with
                    Characteristics  of both  Liabilities  and Equity." SFAS No.
                    150 establishes standards for classification and measurement
                    in the statement of financial  position of certain financial
                    instruments  with  characteristics  of both  liabilities and
                    equity. It requires classification of a financial instrument
                    that is within its scope as a liability (or an asset in some
                    circumstances).  SFAS No.  150 is  effective  for  financial
                    instruments entered into or modified after May 31, 2003, and
                    otherwise is effective at the beginning of the first interim
                    period  beginning  after June 15, 2003. The adoption of SFAS
                    No. 150 is not  expected  to have a  material  impact on the
                    Company's  consolidated   financial  position,   results  of
                    operations or cash flows.

               (iii) FIN 46 - In January 2003,  as revised  December  2003,  the
                    FASB issued FASB  Interpretation  No. 46,  "Consolidation of
                    Variable  Interest  Entities,  an  Interpretation of ARB No.
                    51." FIN 46 requires certain variable  interest  entities to
                    be consolidated by the primary  beneficiary of the entity if
                    the  equity   investors  in  the  entity  do  not  have  the
                    characteristics  of a controlling  financial  interest or do
                    not have  sufficient  equity  at the risk for the  entity to
                    finance its activities without additional  financial support
                    from other  parties.  FIN 46 is  effective  for the  periods
                    ending after December 15, 2003 for certain types of entities
                    and after December 15, 2004 for other types of entities. The
                    Company is still  evaluating the effects the adoption of FIN
                    46 will have on its consolidated financial position, results
                    of operations or cash flows.

               (iv) In  December   2004,   the  FASB   issued  SFAS  No.   123R,
                    "Share-Based   Payment,"   a  revision   of  SFAS  No.  123,
                    "Accounting  for Stock-Based  Compensation"  and superseding
                    APB  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
                    Employees."  SFAS No. 123R  requires  the Company to expense
                    grants made under stock option and employee  stock  purchase
                    plans.  The cost will be recognized  over the vesting period
                    of the  plans.  SFAS No.  123R is  effective  for the  first
                    annual period beginning after December 15, 2005. The Company
                    is  evaluating  the effects the adoption  this standard will
                    have on the Company.

                                      F-10
<PAGE>

               (v)  In December 2004,  the FASB issued SFAS No. 153,  "Exchanges
                    of  Nonmonetary  Assets - an  amendment  for APB Opinion No.
                    29". This  statement  amends APB Opinion No. 29 to eliminate
                    the   exception   for   nonmonetary   exchanges  of  similar
                    productive  assets and replaces it with a general  exception
                    for  exchanges  of  nonmonetary  assets  that  do  not  have
                    commercial substance.  A nonmonetary exchange has commercial
                    substance if future cash flows of the entity are expected to
                    change  significantly  as a  result  of  the  exchange.  The
                    provisions  of SFAS No. 153 are  effective for the Company's
                    year  ended  December  31,  2006.  Management  is  currently
                    evaluating the impact of the adoption of SFAS No. 153 on the
                    Company's  consolidated  financial position,  liquidity,  or
                    results of operations.

               (vi) In June  2005,  the FASB  issued  SFAS No.  154  "Accounting
                    Changes and Error Corrections,"  ("SFAS 154"), a replacement
                    of APB Opinion No. 20, "Accounting Changes",  and SFAS No. 3
                    "Reporting   Accounting   Changes   in   Interim   Financial
                    Statements."  SFAS  154  applies  to  voluntary  changes  in
                    accounting   principle  and  changes  the  requirements  for
                    accounting  for and  reporting  of a  change  in  accounting
                    principle.  SFAS 154 requires  retrospective  application to
                    prior periods' financial  statement of a voluntary change in
                    accounting principle unless it is impracticable. SFAS 154 is
                    effective for accounting  changes and  corrections of errors
                    made in fiscal  years  beginning  after  December  15, 2005.
                    Earlier  application is permitted for accounting changes and
                    corrections   of  errors  made  occurring  in  fiscal  years
                    beginning  after June 1, 2005.  The company  will adopt SFAS
                    154 effective December 15, 2005. SFAS 154 is not expected to
                    have a  significant  impact  on the  companies  consolidated
                    financial statements.

               (vii) In February  2006,  the FASB issued FASB Statement No. 155,
                    which is an  amendment of FASB  Statements  No. 133 and 140.
                    This Statement;  a) permits fair value remeasurement for any
                    hybrid  financial   instrument  that  contains  an  embedded
                    derivative  that  otherwise  would require  bifurcation,  b)
                    clarifies which interest-only strip and principal-only strip
                    are not subject to the  requirements  of  Statement  133, c)
                    establishes   a   requirement   to  evaluate   interests  in
                    securitized  financial assets to identify interests that are
                    freestanding   derivatives  or  that  are  hybrid  financial
                    instruments  that contain an embedded  derivative  requiring
                    bifurcation, d) clarifies that concentrations of credit risk
                    in the form of subordination  are not embedded  derivatives,
                    e) amends  Statement 140 to eliminate the  prohibition  on a
                    qualifying  special-purpose entity from holding a derivative
                    financial  instrument that pertains to a beneficial interest
                    other than another  derivative  financial  instrument.  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.

               (viii) In March 2006,  the FASB issued  FASB  Statement  No. 156,
                    which  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
                    its  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.

5.        DISCONTINUED OPERATIONS

          During the year  ended  December  31,  2000 the  Company's  management
          decided  to  cease  auto  racing  operations.  Accordingly,  all  such
          activities  are reflected as  discontinued  operations for all periods
          presented.   The   following   is  a  schedule  of  losses  from  such
          discontinued operations for the year ended December 31, 2000:

           Equipment leasing expense                 (a)        $       150,000
           Website expense                           (b)                 75,000
           Write-off of equipment                    (c)                330,400
           Write-off of intangible                   (c)              2,791,428
           Forfeited deposit                         (d)                180,000
           Non-cash interest expense                 (e)                897,500
           General and administrative expenses       (f)                 64,175
                                                                ----------------
                                                                $     4,488,503
                                                                ================

          (a)  The Company was obligated under an equipment lease agreement that
               terminated in December 2000. The lease agreement required advance
               payments of $530,000 as of May 20, 2000, of which the Company had
               paid  $150,000 as of March 31,  2000.  Subsequent  to the initial
               payment of $150,000,  the lessor  alleged that the Company failed
               to perform in accordance  with the lease  agreement.  The Company
               had withheld payment of the remaining  balance of $380,000 of the
               advance  payment due under the lease  agreement.  Management  was
               engaged  in  negotiations  to  resolve  the  dispute  but did not
               succeed. This resulted in the initial payment of $150,000,  being
               charged to discontinued operations in the year ended December 31,
               2000.  In December  2000 the  equipment  was  repossessed  by the
               leasing  company.  The  Company  believes  that it has no further
               obligations under this lease.

          (b)  During the quarter  ended March 31,  2000,  the Company  incurred
               $75,000  of  expenses  related  to the  development  of a website
               showcasing  the  Company's  auto  racing  operations.  Due to the
               subsequent  discontinuance  of these  operations  the cost of the
               website  development is included in  discontinued  operations for
               the year ended December 31, 2000.

                                      F-11
<PAGE>

          (c)  March recognized the contribution of certain fixed and intangible
               assets   including  names,   brands,   designs  and  slot  rights
               pertaining  to  the  building  and  racing  of  motor  cars.  The
               individuals  that contributed  these fixed and intangible  assets
               received all the then outstanding shares of March.  Subsequent to
               this  asset  transfer,  March  merged  into  the  Company.  These
               intangibles were valued at $2,791,428.  In addition,  contributed
               equipment consisting solely of a two wheeled "Super Bike" capable
               of speeds up to 200 miles per hour was valued at  $330,400.  This
               bike was to be entered in competitive racing events. These assets
               were reflected at the time of merger at the shareholders'  basis.
               Depreciation and amortization charges were to have commenced when
               the Company became operational.

               During  the  quarter  ended  June  30,  2000,   the  Company  had
               originally  charged to operating  expense the entire costs of the
               Super Bike due in part to obsolescence  of the  technology.  This
               has been  reclassified to discontinued  operations,  for the year
               ended  December  31,  2000,  in  conformance  with the  Company's
               cessation of all auto racing activities.

               In addition to the  equipment  being  written  down,  the Company
               originally   charged  to  operating  expense  $1,091,428  of  the
               intangible  due  in  part  to  obsolescence,  and  had  commenced
               amortization   of  the   remaining   intangible   assets.   Total
               amortization originally reflected was $42,500 for the quarter and
               six  months  ended  June  30,  2000.   The   charge-off  and  the
               amortization,  totaling  $1,133,928  have  been  reclassified  to
               discontinued   operations  in  conformance   with  the  Company's
               cessation of all auto racing activities. The remaining intangible
               balance of $1,657,500 was charged to  discontinued  operations in
               the quarter ended September 30, 2000.

          (d)  In March 2000, the Company agreed to purchase an office  building
               in  Hallandale,  Florida for  approximately  $350,000  and made a
               non-refundable  down  payment of $170,000  towards  the  purchase
               price.  The Company was given a six-month  extension  to complete
               the  purchase but was unable to do so. As these  facilities  were
               intended for auto racing activities,  the $170,000 non-refundable
               down payment is reflected as discontinued operations for the year
               ended December 31, 2000.

               In connection with the above office building,  the Company made a
               $10,000 deposit for future  improvements to the property upon its
               acquisition.  Due to the eventual non- completion of the building
               acquisition,  this deposit for  improvements  was written-off and
               reflected in discontinued  operations for the year ended December
               31, 2000.

          (e)  Non-cash  interest  expense - During the quarter  ended March 31,
               2000,   the  Company  was   advanced   $415,000   from   existing
               shareholders  of the Company.  These advances were  interest-free
               and due on demand.  The funds from these  advances  were used for
               payments  of  deposits  on the  above  referenced  building,  the
               anticipated  improvements of the building, the advance payment on
               the equipment  lease,  expenses  related to the  development of a
               website and various general and administrative  expenses.  On May
               12, 2000,  the Company repaid these advances with the issuance of
               416,667 shares of restricted common shares with a market value of
               $1,312,500.  The excess of market  value,  over the debt,  in the
               amount of $897,500 was reflected as  compensation  expense during
               the year ended December 31, 2000.

          (f)  The Company incurred various general and administrative  expenses
               during  the year  ended  December  31,  2000  related to the auto
               racing  operations.  Included  in these  expenses  were  rent and
               general  office   expenses.   These  expenses  are  reflected  in
               discontinued operations for the year ended December 31, 2000.

                                      F-12
<PAGE>

6.        COMMON STOCK

          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 transaction.

          During the quarter  ended March 31,  2000 the  Company  rescinded  the
          issuance  of 53,009  shares of common  stock  (accounted  for post 1:3
          reverse stock split),  resulting  from an over  allotment of shares to
          certain  shareholders  in connection  with the reverse  acquisition of
          March Indy in November 1999.

7.       EMPLOYMENT AGREEMENTS

          The Company previously had employment  agreements with their President
          and CEO,  their former  Chairman of the Board and another former Board
          Member. These agreements were entered into in the years ended December
          31, 1999 and 2000.  These agreements set salaries for these executives
          and granted  options as well.  These options were not granted under an
          approved  equity  compensation  plan.  The  Company  does not have any
          approved equity compensation plans

          In the year ended December 31, 2001, the former  Chairman of the Board
          and the other former Board Member resigned their Company positions and
          forfeited any entitlements or contractual obligations that the Company
          had previously  agreed to, either monetary,  or in any equity form. In
          February 2006, the Company  President and CEO relinquished the Company
          from any contractual  compensation,  either monetary, or in any equity
          form.

8.        SUBSEQUENT EVENTS

          (a)  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.

               In the  Civil  Litigation  the  Company  alleged  that one of the
               Defendants  individually and through various affiliated  entities
               and  co-conspirators,  including another  Defendant,  prepared or
               possessed  20  or  more  common  stock  certificates  purportedly
               representing  235,000,000 common stock shares of the Company, the
               previously  referred  to  Wrongfully  Issued  Shares,  which were
               distributed to various individuals and entities,  including other
               Defendants.  Two financial  service firms intervened in the Civil
               Litigation  (the  "Intervenors")  and  alleged  that the  Company
               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 the Company.

               In conjunction with the Civil Litigation,  the Company reached an
               agreement  with  one  of the  Intervenors,  whereby  the  Company
               delivered   25,075,000   common   stock  shares  to  one  of  the
               Intervenors  to be held pending  settlement  or conclusion of the
               Civil  Litigation.  These shares were delivered to the Intervenor
               to satisfy the  requirements of Depository  Trust Company ("DTC")
               until  common  stock  shares   eligible  to  be  resold   without
               restriction  could be  delivered by the  Intervenor  to cover its
               short position in the Company's  common stock.  Furthermore,  the
               Intervenor 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  Intervenors
               with an effective date of December 8, 2005.

               In accordance with the Settlement Agreement, the Company's claims
               against the  Settling  Defendants  and the claims of the Settling
               Defendants  against the Company were  resolved by the exchange of
               release of claims, a release of the Wrongfully  Issued Shares and
               payments to the  Company in the  aggregate  sum of $171,546  from
               funds held by one of the Intervenors and the further agreement to
               pay  an  additional  $277,093.  Furthermore,  the  claims  of the
               Intervenors  against the Company were  exchanged for the issuance
               of 25,025,000  shares of the Company's common stock to one of the
               Intervenors and 219,723,000  shares of the Company's common stock
               to the  Intervenor  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  Intervenors  in
               satisfaction  of their short positions with vendors through which
               securities  purchase and sale  transactions are cleared on behalf
               of the  Intervenors.  The  Newly  Issued  Shares  were  issued in
               accordance with the registration exemption afforded under Section
               3(a)(10) of the Securities Act of 1933.

                                      F-13
<PAGE>

               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.

          (b)  In regard to the above situation, of the unauthorized issuance of
               common shares, the Company authorized the following:

               -    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").

                    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 21, 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.

                                      F-14
<PAGE>

               -    On January 6, 2006,  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 4, 2006, the Company's  Board of Directors  authorized
               the following:

               -    The issuance of 251,231,084  shares of the Company's  common
                    stock shares to the Company's  President in reimbursement of
                    $36,925 of costs  incurred by the President on behalf of the
                    Company.   These  costs   consisted   of  $33,000   paid  to
                    consultants for their  providing of accounting  services and
                    $3,925 for travel expenses. The shares had a market value of
                    $502,462;  the  excess of market  value,  over the  expenses
                    reimbursed,  in the amount of $465,537  will be reflected as
                    compensation expense.

               -    The issuance of  7,500,000  shares of our Series A Preferred
                    Stock  to  the  Company's   President  in  reimbursement  of
                    $223,247 in costs and expenses  incurred by the President on
                    behalf of the  Company  during the year ended  December  31,
                    2000  through  January  2006.  The value of these  Preferred
                    shares is accounted  for at the average  market price of the
                    Company's  common  stock,  effectuated  for a conversion  of
                    Series A Preferred  into common at the  authorized 1 for 100
                    shares of Series A Preferred into common  shares,  as of the
                    date of  authorization.  The  Preferred  Stock  had a market
                    value of  $1,500,000;  the excess of market value,  over the
                    expenses  reimbursed,  in the amount of  $1,276,753  will be
                    reflected as compensation expense.

               -    The issuance of  7,500,000  shares of our Series A Preferred
                    Stock to a major shareholder in reimbursement of $232,272 in
                    costs and  expenses  incurred  by the major  shareholder  on
                    behalf of the  Company  during the year ended  December  31,
                    2000  through  January  2006.  The value of these  Preferred
                    shares is accounted  for at the average  market price of the
                    Company's  common  stock,  effectuated  for a conversion  of
                    Series A Preferred  into common at the  authorized 1 for 100
                    shares of Series A Preferred into common  shares,  as of the
                    date of  authorization.  The  Preferred  Stock  had a market
                    value of  $1,500,000;  the excess of market value,  over the
                    expenses  reimbursed,  in the amount of  $1,267,728  will be
                    reflected as compensation expense.

               The Company is  currently  evaluating  if any of these  issuances
               have caused the Company to have issued  equity  instruments  that
               have the  potential  to be  converted  into more  shares than the
               Company has authorized. If such a situation resulted, the Company
               would have to record the fair value of convertible instruments as
               a  derivative  liability,  which  would  be  recognized  as other
               expense in the Company's statements of operations. Any subsequent
               increase  or  decrease  in  the  fair  value  of  the  derivative
               liability  would be recognized as an adjustment to other expense,
               or other  income,  until  such  time as the  Company  cured  it's
               deficiency in its number of authorized shares.


                                      F-15
<PAGE>

               The Company,  along with their counsel,  are currently evaluating
               whether  all  actions  that  it  has  taken  in  regards  to  the
               unauthorized  issuance of the common  shares,  and any subsequent
               changes  in the equity  structure  of the  Company,  have been in
               compliance with all federal and state laws and regulations.

          (d)  The Company has been informed by the US  Securities  and Exchange
               Commission (the  "Commission")  that the  Commissions  intends to
               institute  proceedings  against the  Company  pursuant to Section
               12(j) of the  Securities Act of 1934 (the  "Exchange  Act").  The
               Commission  is  alleging  violations  of  Section  13(a)  of  the
               Exchange Act and Rules 13a-1 and 13a-13 there under, to determine
               whether the Exchange Act  registration  of the  Company's  common
               stock should be suspended or revoked.

               The  Company  is  currently  in the  process  of curing the above
               violations.  The  Company has not  determined  what effect to the
               Company,  or its  shareholders,  will  result if the  Company  is
               unable to cure these violations.

          (e)  During  the year  ended  December  2005,  the  management  of the
               Company has pursued business  opportunities in the energy sector.
               As of  December  31,  2005 no  definitive  agreements  have  been
               reached with regard to potential acquisitions.








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