UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITON REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________to _______
Commission file number 000-25261
BANCORP INTERNATIONAL GROUP, INC.
(formerly "March Indy International, Inc.")
--------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0339817
(State of other jurisdiction (IRS Employer
of incorporation or organization) identification number)
210 Park Avenue, Suite 2800, Oklahoma City, Oklahoma 73102-5604
(Address of principal executive offices)
Tel #: 405-235-8318
(Issuer's telephone number)
6767 West Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103
(Former name, former address and former fiscal year, if changed since last
report)
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 been
subject to such filing requirements for the past 90 days. YES [ ] No[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[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
CLASS OUTSTANDING AS OF
Common Stock September 30, 2005
Par value $0.001 per share 4,029,916 Shares
Transitional Small Business Disclosure Format: Yes [ ] No [X]
BANCORP INTERNATIONAL GROUP, INC.
(formerly "March Indy International, Inc.")
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements (unaudited)
Balance Sheet as of September 30, 2000.........................3
Statements of Operations for the three
and nine months ended September 30, 2000 and 1999..............4
Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999..............................5
Notes to Financial Statements..................................6
Item 2. Management's Discussion and Analysis or Plan
of Operations.................................................10
Item 3 Controls and Procedures.......................................13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................14
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.......................................14
Item 3. Defaults Upon Senior Securities...............................14
Item 4. Submission of Matters to a Vote of
Securities Holders............................................14
Item 5. Other Information.............................................15
Item 6. Exhibits and Reports on Form 8-K..............................16
Signatures
2
Bancorp International Group, Inc.
(formerly March Indy International, Inc.)
Consolidated Balance Sheet
September 30, 2000
(unaudited)
Assets
$ -
=============
Liabilities and Shareholders' Deficit
Accounts payable and accrued expenses $ 200,675
Accounts payable and accrued expenses - discontinued
operation 64,175
-------------
Total current liabilities 264,850
-------------
Shareholders' Deficit:
Common stock, $0.001 par value; authorized 50,000,000
shares; 4,029,916 shares issued and outstanding 4,030
Additional paid in capital 4,532,498
Accumulated deficit (4,801,378)
-------------
Total Shareholders' Deficit (264,850)
-------------
$ -
=============
See notes to consolidated financial statements.
3
Bancorp International Group, Inc.
(formerly March Indy International, Inc.)
Consolidated Statements of Operations
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
---------------- ---------------- ----------------- ----------------
(unaudited) (unaudited) (unaudited) (unaudited)
Cost and expenses:
General and administrative $ 155,875 $ 57,600 $ 200 $ 44,500
---------------- ---------------- ---------------- -----------------
Total cost and expenses
155,875 57,600 200 44,500
---------------- ---------------- ---------------- ----------------
Net loss from continuing operation 155,875 57,600 200 44,500
Loss from discontinued operation 4,488,503 - 1,697,500 -
---------------- ---------------- ---------------- ----------------
Net loss $ 4,644,378 $ 57,600 $ 1,697,700 $ -
================ ================ ================ ================
Basic and Diluted loss per share:
from continuing operation $ (0.04) $ (0.02) $ (0.00) $ (0.01)
from discontinued operation $ (1.17) $ - $ (0.42) $ -
---------------- ---------------- ---------------- ----------------
Total net loss per share $ (1.21) $ (0.02) $ (0.42) $ (0.01)
================ ================ ================ ================
Weighted average shares outstanding 3,847,280 3,666,258 4,029,916 3,666,258
================ ================ ================= ================
See notes to consolidated financial statements.
4
Bancorp International Group, Inc.
(formerly March Indy International, Inc.)
Consolidated Statements of Cash Flows
Nine Months Ended
September 30,
2000 1999
------------------- -----------------
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (4,644,378) $ (57,600)
Adjustments to reconcile net loss to net cash
used in discontinued operations:
Forfeited deposits for premises of discontinued operation 180,000
Equip leasing expense of discontinued operation 150,000
Website expense of discontinued operation 75,000
Write-off of equipment from discontinued operation 2,791,428
Write-off of intangible asset from discontinued operation 330,400
Debt settlement in excess of debt value 897,500
Accounts payable and accrued expenses - discontinued operation 64,175
Changes in assets and liabilities
Accounts payable and accrued expenses 145,675 57,600
------------------- -----------------
Net cash used in continuing operation (10,200) -
Net cash used in discontinued operation
Forfeited deposits for premises of discontinued operation (180,000)
Equip leasing expense of discontinued operation (150,000)
Website expense of discontinued operation (75,000) -
------------------- -----------------
Net cash used in operations (415,200) -
------------------- -----------------
Cash provided by financing activities:
Proceeds for advances from shareholders 415,000
------------------- -----------------
Net decrease in cash (200) -
Cash - beginning of period 200 200
------------------- -----------------
Cash - end of period $ - $ 200
=================== =================
Supplemental disclosure of cash flow information:
Contribution by shareholder of assets of discontinued
operation for common stock
Equipment $ - $ 330,400
Intangible - 2,791,428
------------------- -----------------
$ - $ 3,121,828
=================== =================
Common stock issued for settlement of advances from shareholders $ 415,000 $ -
=================== =================
See notes to consolidated financial statements.
5
BANCORP INTERNATIONAL GROUP, INC.
(formerly March Indy International, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. 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 for all periods presented have been made. The results of operations
for the nine months ended September 30, 2000 are not necessarily indicative of
the results of operations that may be expected for the year ending December 31,
2000. These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999 and
the financial statements and accompanying notes thereto.
2. THE COMPANY
N.E.C. Properties, Inc. ("NEC") was incorporated on June 16, 1995,
under the laws in the State of Nevada. NEC was organized with no operations or
plan of business. On June 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, on
November 19, 1998 NEC approved a forward stock split of 100:1, thus increasing
the number of then outstanding common shares to 1,860,000.
On November 10, 1999, NEC acquired all the outstanding stock of March
Indy International, Inc. ("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 are treated as being issued for cash and are
shown as outstanding for all periods presented in the same manner as for a stock
split.
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 June 30,
2000. Subsequent to June 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.
6
In 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 is 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.
The Company is subject to the reporting obligations under Section 12(g)
of the Securities Exchange Act of 1934. Since the quarter and six months ended
June 30, 2000, the Company has not complied with its reporting obligations.
3. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company incurred an operating
loss from discontinued operations of approximately $4,644,000 for the nine
months ended September 30, 2000. Additionally, the Company has no assets and a
working capital deficiency of approximately $265,000 at September 30, 2000.
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.
4. SCOPE LIMITATION
The Company's independent registered auditors were unable to analyze
the opening balance sheet as of January 1, 2000. No accounting records of the
Company have been made available to their independent registered auditors as of
January 1, 2000, and for all prior periods.
5. DISCONTINUED OPERATIONS
During the quarter ended September 30, 2000 the Company's management
decided to cease auto racing operations. Accordingly, all such activities are
reflected as discontinued operations. The following is a schedule of losses from
discontinued operations for the nine months ended September 30, 2000:
Equipment leasing expense (a) $ 150,000
Write-off of equipment (b) 330,400
Write-off of intangible (b) 2,791,428
Forfeited deposit (c) 180,000
Non-cash interest expense (d) 897,500
General and administrative expenses 295,050
------------------------
$ 4,644,378
========================
7
(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 September 30, 2000. Subsequent to the initial payment of $150,000, the
lessor alleged that because the Company failed to perform in accordance
with the lease agreement and 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 that did not succeed.
This resulted in the initial payment of $150,000 being charged to
discontinued operations as of September 30, 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) Upon the merger of March into the Company certain intangible assets
including names, brands, designs and slot rights pertaining to the building
and racing of motor cars were recognized in the transaction. These
intangibles were valued at $2,791,428. In addition, 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. Upon, the discontinuance of
all racing related activities, the intangible assets and the super bike
were determined fully impaired and written-off.
(c) 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.
Accordingly, the $170,000 non-refundable down payment was charged to
discontinued operations during the three months ended June 30, 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 charged to discontinued operations during the three
months ended June 30, 2000.
(d) During the quarter ended March 31, 2000, the Company was advanced $415,000.
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 web site
and various general and administrative expenses. On May 12, 2000, the
Company repaid these advances with the issuance of 1,250,000 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
non-cash interest expense during the nine months ended September 30, 2000.
(e) The Company incurred various general and administrative expenses during the
nine months ended September 30, 2005. Included in these expenses are
professional fees, rent, general office expenses and the development costs
of a web site that has ceased to operate due to the discontinuance of the
Company's auto racing operations.
8
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 in November 1999.
7. SUBSEQUENT EVENTS
(a) During the quarter ended September 30, 2005, the Management of
the Company became aware of the unauthorized issuance of
approximately 243,842,000 shares of the Company's common stock
to various entities and individuals for services and gifts,
whereupon these entities and individuals attempted to sell
their unauthorized common shares on the open market. As per
members of management of the Company, they are not aware, 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, seeking the return of all
unauthorized shares and the receipt of any ill-gotten proceeds
from the sale of these unauthorized common shares. Management
believes that a favorable outcome will result from this
situation. The Company has not recorded a provision in the
event of an unfavorable outcome from this litigation.
In regard to the above situation, of the unauthorized issuance
of common shares, the Company held a shareholder's meeting and
authorized the following:
- Increase the authorized common shares from 25,000,000
to 500,000,000 shares.
- Authorize the designation of 15,000,000 shares of
Series A Convertible Preferred Stock ("Preferred A"),
with a par value of $.001 per share. The holders of
Preferred A have a right, at their option, to convert
their shares into shares of common stock at a rate of
1 for 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 Company is currently determining that 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.
(b) During the year ended December 2005, the management of the
Company has pursued business opportunities in the energy
field. As of December 15, 2005 no definitive agreements have
been reached with regard to potential acquisitions.
9
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Except as the context may otherwise require, all references in this report to
(a) "we," "us," "our," "Company," "NEC" or "March" refer to the operations of
Bancorp International Group, Inc., NEC Properties, Inc., a Nevada corporation
and its wholly-owned subsidiary, March Indy International, Inc., a Delaware
corporation. and (b) "you" refer to the reader of this report, and (c) the "Web"
refers to the World Wide Web.
Statements included in this "Management Discussion and Analysis or Plan of
Operations" that are not historical facts are forward looking statements. These
forward-looking statements involve risks and uncertainties that could render
them materially different, including without limitation the risk that the
Company will not raise additional funds necessary to fund working capital needs.
Overview:
You should read the following discussion in conjunction with our financial
statements and notes thereto appearing elsewhere in this report.
N.E.C. Properties, Inc. ("NEC") was incorporated on June 16, 1995, under the
laws in the State of Nevada. NEC was organized with no operations or plan of
business. On June 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, on
November 19, 1998 NEC approved a forward stock split of 100:1, thus increasing
the number of then outstanding common shares to 1,860,000.
On November 10, 1999, NEC acquired all the outstanding stock of March Indy
International, Inc. ("March") for 7,706,575 shares of NEC. 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 as the acquirer. The shares
issued in the transaction are treated as being issued for cash and are shown as
outstanding for all periods presented in the same manner as for a stock split.
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 June 30, 2000.
Subsequent to June 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.
In 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.
10
The Company is subject to the reporting obligations under Section 12(g) of the
Securities Exchange Act of 1934. Since the quarter and six months ended June 30,
2000, the Company has not complied with its reporting obligations, due to the
unavailability of financial resources to pay the costs of compliance.
Discontinued Operations:
During the quarter ended September 30, 2000 the Company discontinued its auto
racing operations. The Company recognized losses from discontinued operations
for the nine months ended September 30, 2000 as follows:
Equipment leasing expense (a) $ 150,000
Write-off of equipment (b) 330,400
Write-off of intangible (b) 2,791,428
Forfeited deposit (c) 180,000
Non-cash interest expense (d) 897,500
General and administrative expenses 295,050
----------
$ 4,644,378
(a) The Company was obligated under an equipment lease which terminated in
December 2000. The lease required advance payments of $530,000 as of May
20, 2000, of which the Company had paid $150,000 as of September 30, 2000.
Subsequent to the initial payment of $150,000, the lessor alleged that
because the Company failed to perform in accordance with the lease
agreement and 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 that did not succeed. This resulted in
the initial payment of $150,000 being charged to discontinued operations as
of September 30, 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) Upon the merger of March into the Company certain intangible assets
including names, brands, designs and slot rights pertaining to the building
and racing of motor cars were recognized in the transaction. These
intangibles were valued at $2,791,428. In addition, 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 intended 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. Upon, the
discontinuance of all racing related activities, the intangible assets and
the super bike were determined fully impaired and written-off.
(c) 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 transaction but was unable to do so.
Accordingly, the $170,000 non-refundable down payment was charged to
discontinue operations during the three months ended June 30, 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 charged to discontinued
operations during the three months ended June 30, 2000.
11
(d) During the three months ended March 31, 2000, the Company was advanced
$415,000. 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 web site and various general and administrative expenses. On May 12,
2000, the Company repaid these advances with the issuance of 1,250,000
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 non-cash interest expense during the nine months ended
September 30, 2000.
(e) The Company incurred various general and administrative expenses during the
nine months ended September 30, 2000. Included in these expenses are
professional fees, rent, general office expenses and the development costs
of a web site that has ceased to operate due tot the discontinuance of the
Company's auto racing operations.
Operations:
The Company's continuing operations, as presented for the nine months ended
September 30, 2000 and 1999, and for the three months ended September 30, 2000
and 1999 contain expense primarily of a corporate nature such as legal,
accounting and general corporate administrative matters. These activities are
higher in the nine months ended September 30, 2000, as this is the period
subsequent to the reverse merger with March in November 1999. During the three
months ended September 30, 2000 the Company experienced few expenses from
continuing operations, as this is the quarter that the Company ceased their only
operating activity of auto racing. Also during this period the Company had few
corporate expenses, as management had not determined a plan of operation for the
Company. During the three months ended September 30, 1999, the Company had only
general and administrative expenses, as this is the period immediately prior to
the Company's reverse merger with March.
Plan of Operation:
Since discontinuing its auto racing operations during the three and nine months
ended September 30, 2000 and having been unable to have completed a planned
merger with a financial institution, the Company has remained inactive and has
not conducted any operations. During the year ended December 2005, the
management of the Company has pursued business opportunities in the energy
field. As of December 15, 2005 no definitive agreements have been reached with
regard to potential acquisitions. In addition, as of the filing of this report,
the Company is actively pursing compliance for all their reporting obligations
under the Securities Exchange Act of 1934.
Going Concern:
As reported in the accompanying financial statements, they have been prepared
assuming that the Company will continue as a going concern. The Company incurred
an operating loss from discontinued operations of approximately $4,644,000 for
the nine months ended September 30, 2000. Additionally, the Company has no
assets and a working capital deficiency of approximately $265,000 at September
30, 2000. 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.
12
Scope Limitation:
The Company's independent registered auditors were unable to analyze the opening
balance sheet as of January 1, 2000. No accounting records of the Company have
been made available to their independent registered auditors as of January 1,
2000, and for all prior periods.
Item 3. Controls and Procedures.
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, 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 (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (ii) 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 (iii)
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.
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 his evaluation of our disclosure
controls and procedures and internal controls over financial reporting, this
executive officer did not discover any fraud that involved management or other
employees who has 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 his 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.
13
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
In August 2005, management of the Company became aware of the unauthorized
fraudulent issuance of approximately 243,842,000 shares of the Company's common
stock to various entitles and individuals for services and gifts, whereupon
these entities and individuals attempted to sell these unauthorized common
shares in the open market. Members of the Company's management do the have any
relationships with the entities and individuals that were initially issued the
unauthorized fraudulent issued shares.
In September 2005, the Company filed a claim 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, Case No. CJ-2005-7459, seeking the return of the fraudulently issued
common stock shares and the defendants' receipt of sale proceeds from the sale
of these shares. Although management believes that a favorable outcome will be
obtained, until finally resolved, no assurance of a favorable outcome can be
provided. The Company has not provided for any provision in the event of an
unfavorable outcome from this litigation.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Please refer to Part II - Item 1. Legal Proceedings, and the unauthorized
fraudulent issuance of shares of the Company's common stock.
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Securities Holders
On August 19, 2005, the Company held a shareholders meeting, in light of the
unauthorized issuance of common shares as discussed in Part II - Item 1. Legal
Proceedings.
The following matters were approved at the shareholders meeting:
- Approved legal actions against the individuals and
entities involved in the unauthorized issuance of common
shares.
- Increase the authorized common shares from 25,000,000 to
500,000,000 shares.
- Authorize the designation of 15,000,000 shares of Series A
Convertible Preferred Stock ("Preferred A"), with a par
value of $.001 per share. The holders of Preferred A have
the right, at their option, to convert each share of the
Preferred A into 100 shares of common stock. In addition,
the holders of the Preferred A the 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
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- The shareholders agreed to allow management to take
whatever means are required to resolve the issue as stated
in Part II, Item I - Legal Proceedings.
The Company is currently determining that 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 regulations.
ITEM 5. Other Information
- On June 17, 2000 the Company declared a one for three
(1:3) reverse stock split, effective June 26, 2000.
This 10-QSB filing and financial statements included
therein, give retroactive effect to this transaction.
- On August 31, 2005 the Securities and Exchange
Commission ordered the temporary suspension, pursuant
to Section 12(k) of the Securities Exchange Act of
1934 (the "Exchange Act"), of trading of securities
of the Company from 9:30a.m on August 31, 2005, and
terminating at 11:59 p.m. on September 14, 2005.
Management believes that the above action was a
result of the unauthorized issuance of shares of the
Company's common stock and the attempt to sell such
shares on the open market as discussed in Part II -
Item 1. Legal Proceedings.
- In a previous press release on June 13, 2005 it was
announced that the Company had entered into an
agreement with CVG (Corporacion Venezuela de Guayana)
of the Venezuelan government with regards to
commercially develop gold deposits in the State of
Bolivar. The management of the Company has no
knowledge of this agreement, nor did it authorize the
press release.
- On June 2, 2005 a press release was issued whereby it
stated that the Company was active in negotiations
to acquire gold deposits with an approximate value of
one billion dollars (USD). The management of the
Company has no knowledge of these negotiations, nor
did it authorize the press release.
- On August 1, 2005, the Company announced that it had
been a victim of corporate identity fraud. It had
been previously announced that Carter Care, inc. had
executed a reverse merger with the Company. The
management of the Company is unaware of any merger
agreement with Carter Care, Inc.
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- On November 16, 2005, the Company received
notification from the Securities and Exchange
Commission (the "Commission') that the Commission
Staff intends to recommend to the Commission
proceedings pursuant to Section 12(j) of the Exchange
Act, alleging violations of Section 13(a) of the
Exchange Act Rules 13a-1 and 13a-13 thereunder, to
determine whether the Exchange Act registration of
the Company's common stock should be suspended or
revoked. The Commission has offered the Company an
opportunity to make a Wells Submission.
The Commissions action alleges that the Company has
been delinquent in its required reporting on Form
10-KSB for the years ended December 31, 2000 though
2004. In addition, the Company failed to file its
quarterly reports on Form 10-QSB for the quarter
ended September 30, 2000 through September 30, 2005.
The Company is currently in the process of preparing
all delinquent Form 10-KSB's and Form 10-QSB's.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31 Rule 13a - 14(a)/15d - 14(a) Certification, as adopted pursuant
to Section 302 of the Sarbanes Oxley Act of 2002
32 Certification of the Chief Executive Officer and Acting
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
(b) Reports on Form 8-K
No reports on form 8-K were filed during the three months ended September
30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANCORP INTERNATIONAL GROUP, INC.
(formerly MARCH INDY INTERNATIONAL INC.)
DATE: December 23, 2005 /S/ TOM MEGAS
- ------------------------- ------------------------------
Tom Megas
Chief Executive Officer
Acting Chief Financial Officer