**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K**

[x]

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

[  ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                          to                        

Commission file number 0-22934

**BANCORP ENERGY, INC.**

(Exact name of registrant in its charter)

                         Washington                         

91-1268870

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

78365 Highway 111, Suite 382, La Quinta, California

92253

(Address of principal executive offices)

(Zip Code) 

Registrant's telephone number, including area code:

(760) 219-2776

Securities registered pursuant to Section 12(b) of the Act: 

            None            

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, no par value

Checkwhether the registrant (1) has filed all reports required to be filedby Section 13 or    15(d) of the Secur­itiesExchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90days.

Yes  [ X ]    No  [    ]

Checkif there is no disclosure of delinquent filers in response to Item 405of Regulation S-B is not contained in this form, and no disclosure willbe contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in part IIIof this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer or a small reportingcompany. See definition of “large accelerated filer”,“accelerated filer” and “small reportingcompany” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer [ ]   Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [ X ]

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

Yes  [ X ]    No  [    ]

State issuer's revenues for its most recent fiscal year: None

Theaggregate market value of the voting stock held by non-affiliates ofthe registrant as of December 7, 2009 was $ 89,716 based on a last sale price of $.10  per share as of December 7, 2009.

The number of shares outstanding of the issuer's classes of Common Stock as of December 7, 2009

Common Stock,  no par value – 142,894  Shares

**Item 1.**

**DESCRIPTION OF BUSINESS**

Whenused in this Form 10-K, the words "expects," "anticipates," "estimates"and similar expressions are intended to identify forward-lookingstatements. Such statements are subject to risks and uncertainties,including those set forth below under "Risks and Uncertainties," thatcould cause actual results to differ materially from those projected.These forward-looking statements speak only as of the date hereof.Animal Cloning Sciences expressly disclaims any obligation orundertaking to release publicly any updates or revisions to anyforward-looking statements contained herein to reflect any change inthe Company's expectations with regard thereto or any change in events,conditions or circumstances on which any statement is based. Thisdiscussion should be read together with the financial statements andother financial information included in this Form 10-K. Readers shouldcarefully review the risk factors described  in  other documents  the Company files from time  to  time with  the  Securities  and Exchange Commission, including  the Quarterly Reports on Form 10-Q to be filed by the Company subsequent to this Annual Report on Form 10-K andany Current Reports  on  Form 8-K filed by the Company.

**GENERAL**

BancorpEnergy, Inc.  was incorporated on August 16, 1984 in the state ofWashington under the name Gold Valley, Inc. Successively, the Companyamended its Articles of Incorporation to change its name to DevelopmentBancorp, Ltd. Imatel Holdings, Ovvio Better Life and Animal CloningSciences, Inc., reflecting the Company's activities in variousindustries.  

OnNovember 14, 2000, the Company changed its name to Animal CloningSciences, Inc. to reflect the direction of the firm's efforts. TheCompany had been conducting research on cloning horses and evaluatinglicense agreements to distribute equine DNA for equine clones. TheCompany was focusing its research on a cloning method that would lenditself to commercialization of equine cloning. 

Inearly 2003, the Company was informed by the USDA that its license toimport frozen embryos, which was expected to be issued, would not beforthcoming because of concerns arising due to the tragic eventsoccurring on September 11, 2001. As a result, the Company ceased itsefforts at cloning and disposed of assets used for cloning in the thirdquarter of 2003. For full details on these matters, please refer to theCompany's Form 10-QSB for the quarter ended September 30, 2003, andForm 10-KSB for the year ended December 31, 2003. The Company changedits name in 2007 to Bancorp Energy, Inc. in connection with a proposedacquisition which did not close. 

Asof September 3, 2003, the Company is considered to have re-entered thedevelopment stage. Since 2003, the Company has neither generatedrevenues nor conducted any operations. The Company's only activity isthe incurrence of general and administrative expenses to maintain itsstatus as a reporting company with the SEC. The Company's currentbusiness plan is to locate a suitable candidate for merger oracquisition. 

0

Employees 

The Company has no employees. The officers of the Company do not work exclusively for the Company. 

Subsidiaries 

TheCompany's only subsidiary, Societe Financiere de Distribution, Geneva,SA, was dissolved with the liquidation of the Company's cloning assetsduring the quarter ended September 30, 2003. 

**Item 1A.**

**RISK FACTORS.**

The Company has no operations or business activities

Weare seeking an acquisition at this time. We have no business or assets. There can be no assurance as to when, if ever, we will locate asuitable acquisition candidate. The particular business opportunitywill be selected by management without input from shareholders. 

Penny Stock rules could make it hard to resell your shares.

ThePenny Stock rules apply to the trading of our stock.   AnimalCloning Sciences's common stock does not meet the listing requirementsfor any trading market other than the OTC Bulletin Board.  Consequently, the liquidity of Animal Cloning Sciences'ssecurities could be impaired, not only  in the number ofsecurities which could be bought and sold, but also through delays inthe timing of transactions, reduction in security analysts' and thenews media's coverage of Animal Cloning Sciences, and lower prices forAnimal Cloning Sciences's securities than might otherwise be attained.

In addition, the  "penny  stock" rules limit trading ofsecurities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a  price of $5.00 orhigher, in that brokers making trades in  those securities must make a special suitability determination for purchasers of thesecurity, and obtain the purchaser's consent prior to sale.  Theapplication of these rules may make it difficult for shareholders toresell their shares.

**Item 1B.**

**UNRESOLVED STAFF COMMENTS**

We have no unresolved staff comments.

**Item 2.**

**DESCRIPTION OF PROPERTY**

 We share use of an office provided without charge by  Dempsey Mork, our Chief Executive Officer. 

**Item 3.**

**LEGAL PROCEEDINGS**

Not Applicable.

**Item 4.**

**SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2008.

**PART II**

**Item 5.**

**MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCK­HOLDER MATTERS**

(a)  Market Information

Ourcommon stock trades on the Pinksheets.com under the symbol ANML.Quotations and trades are sporadic, and there has not been anestablished trading market for the common stock for more than twoyears.  As of December 31, 2008, there were 142,894 common sharesand no preferred shares issued and outstanding. 

(b)  Holders

As of December 31, 2008, there were approximately 166  record holders of Company common stock.

(c) Dividends

TheCompany has not paid any dividends on its common stock.  TheCompany currently intends to retain any earnings for use in itsbusiness, and therefore does not anticipate paying cash dividends inthe foreseeable future.

(d) Equity Compensation Plans

****

**Equity Compensation Plans**

Equity Compensation Plan Information as of December 31, 2008

Number of Securities

remaining available

(a)

(b)

for future issuance

Number of Securities 

Weighted Average 

under equity

To be issued upon 

exercise price of 

compensation plans

exercise of existing

outstanding options, 

(excluding Securities

Options, warrants

warrants and 

reflected in 

Plan Category

and rights

rights

column (a)

Equity compensation

--

--

--

approved by 

Security holders

Equity compensation

--

--

--

Plans not approved

By Security holders

Total

--

--

--

(e) Sales of Unregistered Securities during the year ended December 31, 2008

None.

(f) Company repurchases of common stock during the years ended December 31, 2008 and 2007. 

None

**Item 6.**

**SELECTED FINANCIAL DATA**

As a smaller reporting company we are not required to respond to this item. 

**Item 7.**

**MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**

Thefollowing discussion regarding the financial statements of the Companyshould be read in conjunction with the financial statements and notesthereto included in this Form 10-K and the prior reports for fiscalyear 2008. 

Nosignificant business activity was conducted by the Company during thefiscal year 2008. As a result, no income was earned by the Company in2007 and there was no cash at the end of the year. 

Theprimary activity of the Company will involve seeking merger oracquisition candidates it can acquire or with whom it can merge. TheCompany has not selected any company for acquisition or merger and doesnot intend to limit potential acquisition candidates to any particularfield or industry, but does retain the right to limit acquisition ormerger candidates, if it so chooses, to a particular field or industry.

Ourprospects must be considered in light of the risks, expenses anddifficulties frequently encountered by companies in their early stagesof development, particularly companies in new and rapidly evolvingmarkets. We will encounter various risks in implementing and executingour business strategy. We can provide no assurance that we will besuccessful in addressing such risks, and the failure to do so couldhave a material adverse effect on our business. 

TheCompany does not intend to make any loans to any prospective merger oracquisition candidate, or to any unaffiliated third parties. 

Theofficers and directors of the Company are currently involved in otheractivities and will devote only a portion of their time to the specificbusiness affairs of the Company until such time as a merger oracquisition candidate has been determined. At such a time, they expectto spend the necessary time and effort to investigate and finalize anymerger or acquisition. 

TheCompany intends to structure a merger or acquisition in such manner asto minimize federal and state tax consequences to the Company and thetarget company. 

Capital and Source of Liquidity 

Duringthe third quarter of 2003, the Company sold its ranch and equinecloning facilities, which were originally purchased during the firstquarter of 2002 through the issuance of its note payable and theassumption of long-term debt. The Company has not engaged in anyinvesting activities since then. We have no sources of capital otherthan shareholder loans.  

Plan of Operations 

TheCompany has not engaged in any material operations or had anyoperations during the past two fiscal years. In 2008 and 2007, theCompany generated no revenues, and incurred interest expenses of $7,500and $7,500, respectively. Substantially all of our debt representsloans and advances from related parties. 

Wedo not expect to purchase any significant equipment for the foreseeablefuture. We have no off-balance sheet obligations and no contractualliabilities. 

We do not expect any significant changes in the number of employees in the next twelve months. 

Wedo not currently provide any services and have not generated anyrevenues, and we do not expect to generate revenues for the foreseeablefuture, nor do we anticipate incurring any significant expenses.Therefore, we will continue to operate on a minimal budget. Anyexpenses incurred will be paid for by our officers and directors andreimbursed once a merger or acquisition transaction takes place and westart generating cash flows. We intend to limit our operations toseeking merger and acquisition candidates, and don't believe it isnecessary to raise any additional funds during the next twelve months. 

**Item 8.**

**FINANCIAL STATEMENTS**

Animal Cloning Sciences' financial statements are appended to the end of this report  and include the following:

Report of  Independent Registered Public Accounting Firm

Balance Sheets as of December 31,  2008 and 2007

Statementsof Income for the years ended December 31, 2008 and 2007 and the periodsince re-entering the developmental stage (September 30, 2003) toDecember 31, 2008

Statementsof Cash Flows  for the years ended December 31, 2008 and 2007 andthe period since re-entering the developmental stage  (September30, 2003) to December 31, 2008

Statementof Stockholders’ Deficit for the  period since re-enteringthe developmental stage (September 30, 2003) to December 31, 2008

Notes to Financial Statements. 

**Item 9.**

**CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT­ING AND FINANCIAL DISCLOSURE**

****

OnAugust 1, 2009, we terminated our relationship with  Child, VanWagoner & Bradshaw, PLLC (“CVB”), the principalaccountant previously engaged to audit the Company’s financialstatements.  The Company’s board of directors approved thedismissal of  CVB. The registrant reported in a Form 8-K in 2006that it had engaged CVB as its independent auditor; however, it appearsthat CVB was not engaged to perform any accounting or auditing servicesfor the registrant. From appointment of CVB through August 1, 2009, the date of termination, the Company had no disagreements withCVB with respect to accounting or auditing issues of the type discussedin Item 304(a)(iv) of Regulation S-K.  Had there been anydisagreements that were not resolved to their satisfaction, suchdisagreements would have caused CVB to make reference in connectionwith their opinion to the subject matter of the disagreement. Inaddition, during that time there were no reportable events (as definedin Item 304(a)(1)(iv) of Regulation S-K). 

Duringthe fiscal year ending December 31, 2008, including the subsequentinterim periods since engagement through August 1, 2009, the date ofCVB’s termination, the Company (or anyone on its behalf) did notconsult with any other accounting firm regarding any of the accountingor auditing concerns stated in Item 304(a)(2) of Regulation S-K. Sincethere were no disagreements or reportable events (as defined in Item304(a)(2) of Regulation S-K), the Company did not consult any otherfirm in respect to these matters during the time periods detailedherein. 

TheCompany provided CVB with a copy of the Form 8-K reporting this change.The Company requested that CVB furnish the Company with a letter to theSecurities and Exchange Commission stating whether CVB agreed with theabove statements.  

OnAugust 1, 2009 the Registrant engaged the Black Wing Group, LLC as itsnew independent.  Prior to the engagement of Black Wing Group.LLC, the Company did not consult with Black Wing Group, LLC on theapplication of accounting principles to any specific transaction northe type of audit opinion that might be rendered on the Company'sfinancial statements. 

Item 9T.

CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures designed toensure  that information required  to be disclosed in ourreports filed under the Securities Exchange Act of 1934, as amended  (the  Exchange Act), is recorded, processed,summarized, and reported accurately, in accordance with U.S. GenerallyAccepted Accounting  Principles and within the required  time periods,  and  that  such information is accumulated  and  communicated to our management,including our Chief Executive Officer and Chief Financial Officer,  as appropriate, to allow for timely decisionsregarding disclosure.

Asof the end of the period covered by this report, we carried out anevaluation, under the supervision and with the participation of ourmanagement, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of ourdisclosure and procedures (as defined in Exchange Act Rule 13a-15(e)and 15d-15(e)).  Based upon that evaluation, our Chief ExecutiveOfficer and Chief Financial Officer concluded that as of the end of theperiod covered by this Annual Report on Form 10-K our disclosurecontrols and procedures were effective to enable us to accuratelyrecord, process, summarize and report certain information required tobe included in the Company’s periodic SEC filings within therequired time periods, and to accumulate and communicate to ourmanagement, including the Chief Executive Officer and Chief FinancialOfficer, to allow timely decisions regarding required disclosure. 

Therewere no changes in our internal control over financial reporting thatoccurred during the most recent fiscal quarter that have materiallyaffected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.

Thisannual report does not include an attestation report of theCompany’s registered public accounting firm pursuant to temporaryrules of the Securities and Exchange Commission that permit the Companyto provide only management’s report in this Annual Report.

**Item 9B.**

**OTHER INFORMATION**

****

1

****

**               **Not applicable

**Item 10.**

**DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.**

Themembers of the Board of Directors of the Company serve until the nextannual meeting of stockholders, or until their successors have beenelected. No annual meeting has been set. The names and positions of thepresent directors and officers of the Company are set forth below: 

|             |    |                                                 |
|------------------|---------|------------------------------------------------------|
| **Name**         | **Age** | **Position**                                         |
| Dempsey K. Mork  | 65      | Chief Executive Officer and Director                 |
| Riccardo Mortara | 58      | President and Director                               |
| Darren J. Holm   | 42      | Secretary & Chief Financial Officer and Director |