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 and was a blank check company. On September 30, 1995 NEC had 25,000 shares at no par value authorized and 18,600 shares issued and outstanding 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, we 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.

                We are a development stage enterprise. From inception 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.

                During the calendar quarter ended September 30, 2001, we  changed our name to Bancorp International Group, Inc..

                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 the Company’s 15,000,000 authorized shares of preferred stock, $.0001 par value, to be 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 $0.0001. In a second amendment on August 19, 2005, effective January 6 2006, our stockholders approved another amended 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.

We have failed to timely file our reports with the U.S. Securities and Exchange Commission in accordance with our obligations under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are in the process of preparing reports with the intent of becoming current in our reporting obligations under the Exchange Act.

Employees

As of the date of this report, we have one full-time employee, Thomas Megas, our chief executive officer, who does not receive any form of compensation or remuneration.

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 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 or:

·                                       the market price of our common stock;

·                                       any business activities undertaken in the future;

·                                       outside market factors that affect our financial condition;

·                                       future merger partner; and

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

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 activities. As of December 31, 2005 we have not formulated a plan to undertake another business activity. However, we are examining business opportunities within the energy sector, although no definitive agreements have been executed.

We have not realized any revenue from our operations and have incurred substantial losses resulting in an accumulated deficit at December 31, 2005, of $4,577,949. In addition, we will continue to incur losses attributable to the administrative costs associated with a “blank check, publicly-held shell company.” See “Item 6. Management’s Discussion and Analysis or Plan of Operation.”

                There is no assurance that we will obtain capital resources to fund any business activities undertaken.

To date, we have not pursued additional sources of capital resources; however, our ability to fund 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 may not be able to undertake the business enterprise or, if undertaken, continue the business enterprise. This lack of capital resource may ultimately result in the loss of investment in our common stock.

We may undertake startup business activities pursuant to sharing arrangements that do not result in 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 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 may engage in a business enterprise or activity outside the United States. As with any business operation and activities outside of the United States, there are a number of inherent risks, many of which are beyond our control, including:

·               changes in local regulatory requirements;

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

·               differing degrees of protection of property rights;

·               instability of foreign currencies, economies and governments;

·               cultural barriers; and

·               wars and acts of terrorism.

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

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

       Although a market for our common stock shares previously existed, the   trading volume has always been very low. Furthermore, we have been delinquent in our reporting obligations under Exchange Act. 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 trades 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, the common stock should be initially traded on the over-the-counter exchange. The over-the-counter market’s volatility is characterized as follows:

          ·     the  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 insufficent 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.

We have a large number of authorized and unissued shares of our common stock; the issuance and terms of issuance are within our discretion and not subject to stockholder approval.

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

      We have 2,000,000,000 shares of 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 at the sole discretion of our board of directors. The sale of these shares may result in substantial dilution to our shareholders. These stock issuances may adversely affect the market price or value of our common stock.

Our chief executive officer has voting control and may exercise this control in the election of our directors and their continued service on our Board.

On matters that our stockholders are entitled to vote, our chief executive officer and one of the members of our board of directors, Thomas Megas, holds voting control through his ownership of common stock and preferred stock. 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.