UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM1O-Q/A
QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the three month period ended June 30, 2011
Commission file number: 0-22934
Bancorp Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Washington 91-1268870
______________________ _______________
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
73726 Alessandro Drive, Suite 103
Palm Desert, CA 92260
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (760) 776-8899
Securities registered pursuant to Section 12(b) of the Act: None
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes * NoS
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes * No S
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes S No*
Indicate by check whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No*
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-Q or any amendment to this Form 10-Q. S
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of "large accelerated filer," "acceleratedfiler" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer* Accelerated Filer*
Non-accelerated filer* Smaller reporting companyS
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No*
As of June 30, 2011, there was no active trading market for the issuer's common stock, $.001 par value and therefore the value of shares held by affiliates cannot be ascertained.
The number of shares outstanding of the issuer's common stock, no par value, as of June 30, 2011 was 142,984 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Bancorp Energy, Inc.
Form 10-Q Quarterly Report
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
Item 4. Controls and Procedures 10
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Selected Financial Data 11
Item 3 Defaults Upon Senior Securities . 11
Item 4. Removed and Reserved 12
Item 5. Other Information �� 12
Item 6. Exhibits 13
PART 1
ITEM 1. FINANCIAL STATEMENTS
Financial Statements for the 3 month period ended June 30, 2011 have been prepared by the Management Group of Bancorp Energy, Inc.
BANCORP ENERGY, INC.
(A Development Stage Enterprise)
Unaudited Financial Statements
For the Three Months Ended June 30, 2011, the Six Months Ended June 30, 2011, and the Period of September 30, 2003 (Since re-entering the development stage) to June 30, 2011.
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Bancorp Energy, Inc. (A Development Stage Enterprise) | ||||||
Balance Sheets | ||||||
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| June 30 December 31 | ||||
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| 2010 | ||
ASSETS | ||||||
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Current assets |
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| Cash | $ | - |
| $ | - |
Total current assets |
| - |
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| - | |
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Total assets | $ | - |
| $ | - | |
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||||
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Current liabilities |
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| Accounts payable | $ | - |
| $ | 3,500 |
| Due to related party |
| 15,375 |
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| 11,875 |
Total current liabilities |
| 15,375 |
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| 15,375 | |
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Long term liabilities |
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| Convertible Note – Dempsey Mork |
| 150,000 |
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| 150,000 |
| Accrued Interest – Dempsey Mork |
| 65,625 |
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| 65,625 |
| Note Payable: Mork $352,500 |
| 352,500 |
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| 352,500 |
| Accrued Interest: Mork Note |
| 17,625 |
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| 17,625 |
| Note Payable: Mortara $292,500 |
| 292,500 |
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| 292,500 |
| Accrued Interest: Mortara Note |
| 14,625 |
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| 14,625 |
Total long term liabilities |
| 892,875 |
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| 892,875 | |
Total liabilities |
| 908,250 |
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| 908,250 | |
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Stockholders' (Deficit) Equity |
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| Common stock, no par value; 100,000,000 shares authorized, 142,894 shares issued and outstanding at June 30, 2011 and December 31, 2010 |
| 11,990,765 |
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| 11,990,765 |
| Additional paid in capital |
| (12,797,015) |
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| (12,797,015) |
| Retained Earnings (Accumulated Deficit) |
| (102,000) |
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| (102,000) |
Total stockholders' (deficit) equity |
| (908,250) |
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| (908,250) | |
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Total liabilities and stockholders' (deficit) equity | $ | - |
| $ | - | |
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See accompanying notes to financial statements | ||||||
Bancorp Energy, Inc.
(A Development Stage Enterprise)
Statement of Operations
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| For the period from September 30, 2003 (Since re-entering the development stage)) to June 30, 2011 | |
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| Three months ended June 30, |
| Six months ended June 30, |
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| 2011 |
| 2010 |
| 2011 |
| 2010 |
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Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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Expenses |
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| General & administrative |
| - |
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| Professional fees |
| - |
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| - |
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| 15,375 |
Total expenses |
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| 15,375 | |
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Other income / (expense) |
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| Interest expense |
| - |
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| (86,625) |
Total other income / (expense) |
| - |
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| (102,000) | |
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Net loss | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | (102,000) | |
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Basic and diluted loss per common share | $ | - |
| $ | - |
| $ | - |
| $ | - |
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Weighted average shares outstanding |
| 142,894 |
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| 142,894 |
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| 142,894 |
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| 142,894 |
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See accompanying notes to financial statements | |||||||||||||||
Bancorp Energy, Inc. | ||||||||||
(A Development Stage Enterprise) | ||||||||||
Statements of Cash Flows | ||||||||||
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| For the period from September 30, 2003 (Since re-entering the development stage) to June 30, 2011 | |
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| Six months ended June 30, |
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Cash flows from operating activities |
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| Net loss | $ | - |
| $ | - |
| $ | (102,000) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Changes in operating assets and liabilities: |
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| Accounts payable & Accrued Expenses |
| - |
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| 3,500 |
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| Accrued Interest on Notes – related parties |
| - |
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| 44,125 |
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| Accrued interest on Convertible Note |
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| 54,375 |
Net cash used in operating activities |
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Net cash from investing activities |
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Cash flows from financing activities |
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| Proceeds from related party loan |
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| Proceeds from issuance of stock |
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Net cash provided by financing activities |
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| Net increase in cash |
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| Cash at beginning of period |
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| Cash at end of period | $ | - |
| $ | - |
| $ | - |
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Supplemental disclosure of non-cash investing and financing activities: |
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| Issuance of common stock for professional and consulting services | $ | - |
| $ | - |
| $ | - | |
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Supplemental Cash Flow Information: |
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| Cash paid for interest | $ | - |
| $ | - |
| $ | - | |
| Cash paid for income taxes | $ | - |
| $ | - |
| $ | - | |
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See accompanying notes to financial statements | ||||||||||
BANCORP ENERGY, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended June 30, 2011, the Six Months ended June 30, 2011 and for the period of September 30, 2003 (Since re-entering the development stage) to June 30, 2011
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements. The results of operations for the periods ended June 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SHAREHOLDERS’ EQUITY
No additional common shares were issued for any reason during the three months ended June 30, 2011.
NOTE 4 – RELATED PARTY TRANSACTIONS
In March 2002, the Company entered into a $150,000 convertible promissory note with an entity affiliated with the Company’s CEO. The note is convertible at a rate of $0.05 per share at the option of the holder for a total of 3,000,000 shares of common stock. Annual interest of 5% is accrued on the principal quarterly. If not sooner converted into common stock, the principal and interest are due March 1, 2010. An amendment to this note was signed by both parties on March 1, 2010 which extended the maturity date of the note to March 1, 2015. At June 30, 2011, the Company had accrued $65,625 in interest. The Company’s officers and directors have resolved to provide for various expenses incurred by the Company
BANCORP ENERGY, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended June 30, 2011, the Six Months ended June 30, 2011
and for the period of September 30, 2003 (Since re-entering the development stage) to June 30, 2011
NOTE 5 – SUBSEQUENT EVENTS
Management has reviewed material subsequent events in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosure is required.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made
Bancorp Energy, Inc. was incorporated on August 16, 1984 in the state of Washington under the name Gold Valley, Inc. successively, the Company amended its Articles of Incorporation to change its name to Development Bancorp, Ltd. ImateI Holdings, Ovvio Better Life and Animal Cloning Sciences, Inc., reflecting the Company's activities in various industries.
On November 14, 2000, the Company changed its name to Animal Cloning Sciences, Inc. to reflect the direction of the finn's efforts. The Company had been conducting research on cloning horses and evaluating license agreements to distribute equine DNA for equine clones. The Company was focusing its research on a cloning method that would lend itself to commercialization of equine cloning.
In early 2003, the Company was informed by the USDA that its license to import frozen embryos, which was expected to be issued, would not be forthcoming because of concerns arising due to the tragic events occurring on September II, 200 I. As a result to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events., the Company ceased its efforts at cloning and disposed of assets used for cloning in the third quarter of2003. For full details on these matters, please refer to the Company's Form 1O-QSB for the quarter ended September 30, 2003, and Form 10-KSB for the year ended December 31, 2003. The Company changed its name in 2007 to Bancorp Energy, Inc. in connection with a proposed acquisition which did not close.
As of September 30, 2003, the Company is considered to have re-entered the development stage. Since 2003, the Company has neither generated revenues nor conducted any operations. The Company's only activity is the incurrence of general and administrative expenses to maintain its status as a reporting company with the SEC.
Previously, the primary activity of the Company involved seeking a company or companies that it could acquire or with whom it could merge. After spending some time unsuccessfully looking for a suitable merger or acquisition candidate, the Company has now decided to move forward as a general management consulting company, utilizing the variety of past experience of its Officers and Directors to generate fees from growing companies who are looking for experienced management on a part-time basis.
Since incorporation, we have financed our operations primarily through financing and through the increase in accounts payable, payments made by others for the company and by settlement of the payable amounts with shares of common stock of the Company.
To date we have not implemented our planned principal operations.
We do not expect to conduct any research and development.
We do not own any plant or equipment.
Our management does not anticipate any significant changes in the number of employees in the next 12 months. Currently, we believe the services provided by our officers and directors are sufficient at this time.
We have not paid for expenses on behalf of any director. Additionally, we believe that this practice will not materially change.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
Our management, with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the
effectiveness of our "disclosure controls and procedures" (as defined in the Exchange Act Rules 13a-15(e) and 15d-15
(e) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, the president
and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules
and forms and (ii) is accumulated and communicated to our management, including our president and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There are no material changes in the risk factors set forth in Part 1, Item 1A of the Company’s 10K dated Dec. 31, 2009.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibits filed herewith
Exhibit No. Description
31.1 Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Ox1ey Act of2002
31.2 Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of2002
32.1 Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.
32.2 Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.
101 XBRL Interactive Financial Reports
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Bancorp Energy, Inc.
Date: August 11, 2011
By: /s/ Neville Pearson
Neville Pearson, Chief Financial Officer
(principal financial and accounting officer and duly authorized officer)
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