Bancorp International Group - Indicate by check mark whether the...

Bancorp International Group - Recent Material Event

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

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

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

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

BANCORP INTERNATIONAL GROUP, INC.

(formerly March Indy International, Inc.)

FORM 10-KSB

For the Fiscal Year Ended December 31, 2007

TABLE OF CONTENTS

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

PART I

Item 1. Description of Business

Overview

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

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

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

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

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

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

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

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

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

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

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

Litigation Regarding Common Stock Certificates

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

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

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

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

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

Employees

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

Recent Events

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

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

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

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

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

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

RISK FACTORS

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

the market price of our common stock;

any business activities undertaken in the future;

outside market factors that affect our financial condition; and

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

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

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

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

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

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

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

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

changes in local regulatory requirements;

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

differing degrees of protection of property rights;

instability of foreign currencies, economies and governments;

cultural barriers; and

wars and acts of terrorism.

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

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

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

variations in quarterly operating results of the enterprise,

changes in earnings estimates by analysts,

development of competition within the industry, and

general stock market conditions.

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

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

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

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

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

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

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

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

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

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

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

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

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

the ability to resell our common stock, and

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

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

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

Loss of Key Personnel

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

Going Concern

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

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

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

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

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

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

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

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

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

Item 2. Description of Property

Facilities

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

Item 3. Legal Proceedings

Pino Litigation

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

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

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

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

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

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

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

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

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

Stock Certificate Litigation

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

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

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

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