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, 2001
[ ] 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 December 31, 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, 2001
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements (unaudited)
Balance Sheet as of September 30, 2001.........................3
Statements of Operations for the Three
and Nine months ended September 30, 2001 and 2000..............4
Statements of Cash Flows for the Nine months
ended September 30, 2001 and 2000..............................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, 2001
(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 25,000,000
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)
-------------
Total liabilities and Shareholders' Deficit $ -
=============
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,
2001 2000 2001 2000
---------------- ---------------- ----------------- ----------------
(unaudited) (unaudited) (unaudited) (unaudited)
Cost and expenses:
General and administrative $ - $ 155,875 $ - $ 200
---------------- ---------------- ---------------- ----------------
Total cost and expenses - 155,875 - 200
---------------- ---------------- ---------------- ----------------
Net loss from continuing operation - (155,875) - (200)
Loss from discontinued operation - (4,488,503) - (1,697,700)
---------------- ---------------- ---------------- ----------------
Net loss $ - $ (4,644,378) $ - $ (1,697,700)
================ ================ ================ ================
Basic and Diluted loss per share:
from continuing operation $ - $ (0.04) $ - $ (0.00)
from discontinued operation $ - $ (1.17) $ - $ (0.42)
---------------- ---------------- ---------------- ----------------
Total net loss per share $ - $ (1.21) $ - $ (0.42)
================ ================ ================ ================
Weighted average shares outstanding 4,029,916 3,847,280 4,029,916 4,029,916
================ ================ ================= ================
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,
2001 2000
------------------- -----------------
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ - $ (4,644,278)
Adjustments to reconcile net loss
Loss from discontinued operations:
Deposits on building - 180,000
Website expense - 75,000
Equipment leasing expense - 150,000
Write-off of equipment - 330,400
Write-off of intangible assets - 2,791,428
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 - 145,575
------------------- -----------------
Net cash used in continuing operation - (10,200)
Net cash used in discontinued operation
Deposits on building - (180,000)
Equipment leasing expense - (150,000)
Website expense - (75,000)
------------------- -----------------
Net cash used in operations - (415,200)
------------------- -----------------
Cash provided by financing activities:
Proceeds for advances from shareholders - 415,000
------------------- -----------------
Net change in cash - (200)
Cash - beginning of period - 200
------------------- -----------------
Cash - end of period $ - $ -
=================== =================
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities $ - $ 159
=================== =================
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, 2001
(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, 2001 are not necessarily indicative of the results of operations
that may be expected for the year ending December 31, 2001. 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 Company's Form 10-QSB
for the nine months ended September 30, 2000 including the financial statements
and accompanying notes thereto for each filing.
2. THE COMPANY
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. On September 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 were treated as being issued for cash and have
been 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 September 30,
2000. Subsequent to September 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
During 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 are 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 nine months ended
September 30, 2001, the Company has not complied with its reporting obligations.
However, the Company is in the process of preparing all required quarterly and
annual reports on Form 10-QSB and Form 10-KSB for filing and in order to become
current.
3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred a net loss of
approximately $4,644,000 for the nine months ended September 30, 2000.
Additionally, the Company has no assets and has a working capital deficiency of
approximately $265,000 at September 30, 2001. The Company also had no operations
during the nine months ended September 30, 2001. 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 has been unable to locate any accounting records for periods prior
to January 1, 2000 and was, therefore, not able to provide such records to their
independent registered auditors. As a result, the Company's independent
registered auditors were unable to analyze the opening balance sheet 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 for all periods presented. The following is a schedule
of losses from such discontinued operations for the nine and three months ended
September 30, 2000:
Nine Months Three Months
Ended Ended
June 30, 2000 June 30, 2000
--------------- ---------------
Equipment leasing expense (a) $ 150,000 -
Website expense (b) 75,000 -
Write-off of equipment (c) 330,400 -
Write-off of intangible (c) 2,791,428 1,657,500
Forfeited deposit (d) 180,000 -
Non-cash interest expense (e) 897,500 -
General and administrative expenses (f) 64,175 40,000
--------------- ---------------
$ 4,488,503 1,697,500
=============== ===============
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 March 31, 2000. Subsequent to the initial payment of
$150,000, the lessor alleged that the Company failed to perform in
accordance with the lease agreement. The Company had 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 but did not succeed. This resulted in the initial payment
of $150,000, being charged to discontinued operations for the nine
months ended 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) During the quarter ended March 31, 2000, the Company incurred $75,000
of expenses related to the development of a website showcasing the
Company's auto racing operations. Due to the subsequent discontinuance
of these operations the cost of the website development is included in
discontinued operations for the nine months ended September 30, 2000.
(c) March recognized the contribution of certain fixed and intangible
assets including names, brands, designs and slot rights pertaining to
the building and racing of motor cars. The individuals that
contributed these fixed and intangible assets, received all the then
outstanding shares of March. Subsequent to this asset transfer, March
merged into the Company. These intangibles were valued at $2,791,428.
In addition, contributed 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.
During the quarter ended June 30, 2000, the Company had originally
charged to operating expense the entire costs of the Super Bike due in
part to obsolescence of the technology. This has been reclassified to
discontinued operations, for the nine months ended September 30, 2000,
in conformance with the Company's cessation of all auto racing
activities.
In addition to the equipment being written down, the Company originally
charged to operating expense $1,091,428 of the intangible due in part
to obsolescence, and had commenced amortization of the remaining
intangible assets. Total amortization originally reflected was $42,500
for the quarter and six months ended June 30, 2000. The charge-off and
the amortization, totaling $1,133,928 has been reclassified to
discontinued operations in conformance with the Company's cessation of
all auto racing activities. The remaining intangible balance of
$1,657,500 was charged to discontinued operations in the quarter ended
September 30, 2000.
(d) 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. As these facilities were intended for auto racing
activities, the $170,000 non-refundable down payment is reflected as
discontinued operations during the nine months ended September 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 reflected as
discontinued operations during the nine months ended September 30,
2000.
8
(e) Non-cash interest expense - During the quarter ended March 31, 2000,
the Company was advanced $415,000 from existing shareholders of the
Company. 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 website 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.
(f) The Company incurred various general and administrative expenses during
the three and nine months ended September 30, 2000 related to the auto
racing operations. Included in these expenses were rent and general
office expenses. These expenses are reflected as discontinued for the
three and nine months ended September 30, 2000.
6. COMMON STOCK
On September 17, 2000 the Company declared a one for three (1:3) reverse stock
split, effective September 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 of, 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 in July 2005
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 sector. As of December 31,
2005 no definitive agreements have been reached with regard to
potential acquisitions.
9
Item 2: Management's Discussion and Analysis or Plan of Operation
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" refers 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 September 16, 1995, under
the laws in the State of Nevada. NEC was organized with no operations or plan of
business. On September 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 September 30,
2000. Subsequent to September 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.Henceforth NEC, March or Bancorp are 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.
10
The Company is subject to the reporting obligations under Section 12(g) of the
Securities Exchange Act of 1934. Since the quarter and Nine months ended
September 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 decided to cease auto
racing operations. Accordingly, all such activities are reflected as
discontinued operations for all periods presented. The following is a schedule
of losses from such discontinued operations for the nine and three months ended
September 30, 2000:
Nine Months Three Months
Ended Ended
June 30, 2000 June 30, 2000
--------------- ---------------
Equipment leasing expense (a) $ 150,000 -
Website expense (b) 75,000 -
Write-off of equipment (c) 330,400 -
Write-off of intangible (c) 2,791,428 1,657,500
Forfeited deposit (d) 180,000 -
Non-cash interest expense (e) 897,500 -
General and administrative expenses (f) 64,175 40,000
--------------- ---------------
$ 4,488,503 1,697,500
=============== ===============
(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 March 31, 2000. Subsequent to the initial payment of
$150,000, the lessor alleged that the Company failed to perform in
accordance with the lease agreement. The Company had 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 but did not succeed. This resulted in the initial payment
of $150,000, being charged to discontinued operations for the nine
months ended 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) During the quarter ended March 31, 2000, the Company incurred $75,000
of expenses related to the development of a website showcasing the
Company's auto racing operations. Due to the subsequent discontinuance
of these operations the cost of the website development is included in
discontinued operations for the nine months ended September 30, 2000.
(c) March recognized the contribution of certain fixed and intangible
assets including names, brands, designs and slot rights pertaining to
the building and racing of motor cars. The individuals that
contributed these fixed and intangible assets, received all the then
outstanding shares of March. Subsequent to this asset transfer, March
merged into the Company. These intangibles were valued at $2,791,428.
In addition, contributed 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.
11
During the quarter ended June 30, 2000, the Company had originally
charged to operating expense the entire costs of the Super Bike due in
part to obsolescence of the technology. This has been reclassified to
discontinued operations, for the nine months ended September 30, 2000,
in conformance with the Company's cessation of all auto racing
activities.
In addition to the equipment being written down, the Company originally
charged to operating expense $1,091,428 of the intangible due in part
to obsolescence, and had commenced amortization of the remaining
intangible assets. Total amortization originally reflected was $42,500
for the quarter and six months ended June 30, 2000. The charge-off and
the amortization, totaling $1,133,928 has been reclassified to
discontinued operations in conformance with the Company's cessation of
all auto racing activities. The remaining intangible balance of
$1,657,500 was charged to discontinued operations in the quarter ended
September 30, 2000.
(d) 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. As these facilities were intended for auto racing
activities, the $170,000 non-refundable down payment is reflected as
discontinued operations during the nine months ended September 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 reflected as
discontinued operations during the nine months ended September 30,
2000.
(e) Non-cash interest expense - During the quarter ended March 31, 2000,
the Company was advanced $415,000 from existing shareholders of the
Company. 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 website 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.
(f) The Company incurred various general and administrative expenses during
the three and nine months ended September 30, 2000 related to the auto
racing operations. Included in these expenses were rent and general
office expenses. These expenses are reflected as discontinued for the
three and nine months ended September 30, 2000.
Operations:
The Company's continuing operations, as presented for the three and nine months
ended September 30, 2000, include expenses primarily of a corporate nature such
as legal, accounting and general corporate administrative matters. For the
three and nine month ended September 30, 2001 no expenses were incurred, as
management had not determined a plan of operation for the Company.
Plan of Operation:
Since discontinuing its auto racing operations during the three and nine months
ended September 30, 2000 and having been unable to complete a 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 sector. As of December
31, 2005 no definitive agreements had been reached with regard to potential
acquisitions. In addition, as of the filing of this report, the Company is
actively pursuing compliance for all their reporting obligations under the
Securities Exchange Act of 1934.
12
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
a net loss of approximately $4,644,000 for the nine months ended September 30,
2000. Additionally, the Company had no assets and a working capital deficiency
of approximately $265,000 at September 30, 2001. The Company also had no
operations during the nine months ended September 30, 2001. The Company also had
no operations during the nine months ended September 30, 2001. 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.
Scope Limitation:
The Company has been unable to locate any accounting records for periods prior
to January 1, 2000 and was, therefore, not able to provide such records to their
independent registered auditors. As a result, the Company's independent
registered auditors were unable to analyze the opening balance sheet 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 not 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 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 recorded 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
In July 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.
- Authorized 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
14
- 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 September 17, 2000 the Company declared a one for three (1:3)
reverse stock split, effective September 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 9:30 a.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 September 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 September 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.
- - 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 March 31, 2002 through
September 30, 2005.
The Company is currently in the process of preparing all delinquent
Form 10-KSB's and Form 10-QSB's.
15
Item 6. Exhibits
(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
16
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: January 13, 2006 /S/ TOM MEGAS
- ------------------------- ------------------------------
Tom Megas
Chief Executive Officer
Acting Chief Financial Officer