UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~ Washington, D.C. 20549

FORM 101O-K

~~[x]~~ ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

~~Annual~~ SECURITIES ~~Report~~AND ~~Pursuant~~EXCHANGE toACT ~~Section~~OF ~~13 or 15(d) of the Securities Exchange Act of~~ 1934

For the fiscal year ended December 31, ~~2008~~2010

~~[ ]~~ Commission file number: 0-22934

~~Transition~~Bancorp ~~Report~~Energy, ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~Inc.

~~For~~(Exact ~~the~~Name ~~transition~~of ~~period~~Registrant ~~from to~~ as Specified in its Charter)

~~Commission file number 0~~ Washington 91-~~22934~~1268870

~~BANCORP ENERGY, INC.~~______________________ _______________

(~~Exact~~State ~~name~~or ofOther ~~registrant~~Jurisdiction inof (IRS ~~its charter)~~Employer

~~Washington~~ Incorporation or Organization) Identification No.)

~~91-1268870~~73726 Alessandro Drive, Suite 103

~~(State~~Palm orDesert, ~~other~~CA ~~jurisdiction of incorporation or organization)~~92260

(~~I.R.S.~~Address ~~Employer~~of ~~Identification~~Principal ~~No.~~Executive Offices)

~~78365~~Registrant's ~~Highway~~telephone ~~111~~number, ~~Suite~~including ~~382,~~area Lacode: ~~Quinta,~~(760) ~~California~~776-8899

~~92253~~Securities registered pursuant to Section 12(b) of the Act: None

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(760) 219-2776

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

~~Check whether the registrant~~ (1)Title ~~has filed all reports required to be filed by Section 13 or 15(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~~class) ~~and (2) has been subject to such filing requirements for the past 90 days.~~

~~Yes [~~Indicate ~~X ] No [ ]~~by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

~~Check if~~Yes * No ~~there is no disclosure of delinquent filers in response to Item 405 of Regulation~~ S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark ~~whether~~if the registrant is anot ~~large~~required ~~accelerated~~to ~~filer,~~file ~~an accelerated~~reports ~~filer,~~pursuant orto aSection ~~non-accelerated~~13 ~~filer~~ or aSection ~~small~~15(d) ~~reporting company. See definition~~ of ~~“large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934~~.

~~Large accelerated filer [ ]~~Yes ~~Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [ X ]~~* No S

Indicate by check mark whether the ~~Registrant~~registrant is(1) ahas ~~shell~~filed ~~company~~all ~~(as~~reports ~~defined~~required into ~~Rule~~be ~~12b-2~~filed by Section 13 or 15(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 ~~[ X ]~~ S No ~~[ ]~~ *

~~State~~Indicate ~~issuer's~~by ~~revenues~~check ~~for~~whether the registrant has submitted electronically and posted on its ~~most~~corporate ~~recent~~Web ~~fiscal~~site, ~~year:~~if ~~None~~any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 *

~~The aggregate~~Indicate ~~market~~by ~~value~~check mark if disclosure of ~~the~~delinquent ~~voting~~filers ~~stock~~pursuant ~~held~~to byItem ~~non-affiliates~~405 of ~~the~~ ~~registrant~~Regulation asS-K (§229.405 of ~~December~~this 7chapter) is not contained herein, ~~2009~~and ~~was~~will $not 89be contained,~~716~~ ~~based~~to onthe abest ~~last~~of ~~sale price~~registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of $.this Form 10 ~~per~~-K ~~share~~or asany ofamendment ~~December~~to 7,this ~~2009~~Form 10-K. S

~~The~~Indicate ~~number~~by ofcheck ~~shares~~mark ~~outstanding~~whether of the ~~issuer's~~registrant ~~classes~~is ofa ~~Common~~large ~~Stock~~accelerated asfiler, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of ~~December~~"large 7accelerated filer," ~~2009~~"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

~~Common~~ Large ~~Stock, no~~Accelerated ~~par~~Filer ~~value~~* Accelerated –Filer ~~142,894 Shares~~*

~~Item~~ Non-accelerated 1.filer * Smaller reporting company S

~~DESCRIPTION~~Indicate OFby ~~BUSINESS~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No *

~~When used~~For ~~in this Form 10-K,~~ the ~~words~~year ~~"expects,"~~ended ~~"anticipates,"~~December ~~"estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties~~31, ~~including~~ ~~those set forth below under "Risks and Uncertainties~~2010," ~~that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of~~ the ~~date~~issuer ~~hereof. Animal~~had ~~Cloning~~no Sciences expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is basedrevenues. This discussion should be read together with the financial statements and other financial information included in this Form 10-K. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed by the Company subsequent to this Annual Report on Form 10-K and any Current Reports on Form 8-K filed by the Company.

~~GENERAL~~As of June 30, 2010, there was no active trading market for the issuer's common stock and therefore the value of shares held by affiliates cannot be ascertained.

~~Bancorp Energy,~~The ~~Inc. was~~number ~~incorporated~~of onshares ~~August~~outstanding ~~16, 1984 in the state~~ of ~~Washington~~ ~~under~~ the ~~name~~issuer's ~~Gold~~common ~~Valley~~stock, ~~Inc.~~no ~~Successively~~par value, ~~the~~as ~~Company amended its Articles~~ of ~~Incorporation~~June ~~to change its name to Development Bancorp~~30, ~~Ltd.~~2011 ~~Imatel~~was ~~Holdings~~142,894 ~~Ovvio Better Life and Animal Cloning Sciences, Inc~~shares., ~~reflecting the Company's activities in various industries.~~

~~On November~~DOCUMENTS ~~14,~~INCORPORATED ~~2000,~~BY ~~the~~REFERENCE Company changed its name to Animal Cloning Sciences, Inc. to reflect the direction of the firm'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 11, 2001None. As a result, the Company ceased its efforts at cloning and disposed of assets used for cloning in the third quarter of 2003. For full details on these matters, please refer to the Company's Form 10-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 3, 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. The Company's current business plan is to locate a suitable candidate for merger or acquisition. 1

0Bancorp Energy, Inc.

~~Employees~~Form 10-K Annual Report

~~The~~Table ~~Company has no employees. The officers~~ of ~~the Company do not work exclusively for the Company.~~ Contents

~~Subsidiaries~~PART I

~~The Company's~~Item ~~only subsidiary, Societe Financiere de Distribution, Geneva, SA, was dissolved with the liquidation of the Company's cloning assets during the quarter ended September 30, 2003~~1. Business 5

Item 1A. Risk Factors 5

~~RISK~~Item ~~FACTORS~~1B. Unresolved Staff Comments 5

~~The~~Item ~~Company has no operations or business activities~~2. Property 6

~~We are~~Item ~~seeking an acquisition at this time~~3. Legal We have no business or assets. There can be no assurance as to when, if ever, we will locate a suitable acquisition candidate. The particular business opportunity will be selected by management without input from shareholders. Proceedings 6

~~Penny~~Item ~~Stock~~4. Removed ~~rules~~and ~~could make it hard to resell your shares.~~Reserved 6

~~The Penny~~PART Stock rules apply to the trading of our stock. Animal Cloning Sciences's common stock does not meet the listing requirements for any trading market other than the OTC Bulletin Board. Consequently, the liquidity of Animal Cloning Sciences's securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts' and the news media's coverage of Animal Cloning Sciences, and lower prices for Animal Cloning Sciences's securities than might otherwise be attained.II

~~In addition,~~Item ~~the "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $~~5.00 Market ~~or higher, in that brokers making trades in those securities must make a special suitability determination~~ for ~~purchasers~~Registrant’s ofCommon ~~the security~~Equity, ~~and~~Related ~~obtain~~Stockholder ~~the~~Matters ~~purchaser's~~and ~~consent~~Issuer ~~prior~~Purchases ~~to sale. The application~~ of ~~these~~Equity 6 ~~rules may make it difficult for shareholders to resell their shares.~~

~~Item 1B~~ Securities.

~~UNRESOLVED~~Item ~~STAFF~~6. Selected ~~COMMENTS~~Financial Data 7

WeItem ~~have~~7. Management’s noDiscussion ~~unresolved~~and ~~staff~~Analysis ~~comments.~~of Financial Condition and Results of Operations 7

Item 27A. Quantitative and Qualitative Disclosures about Market Risk 8

~~DESCRIPTION~~Item OF8. Financial ~~PROPERTY~~Statements and Supplementary Data 8

WeItem ~~share~~9. Changes ~~use~~in ofand anDisagreements ~~office~~with ~~provided~~Accountants ~~without~~on ~~charge~~Accounting ~~by Dempsey~~and ~~Mork,~~Financial ~~our Chief Executive Officer~~Disclosure. 8

Item 39A. Controls and Procedures 9

~~LEGAL~~Item ~~PROCEEDINGS~~9B. Other Information 9

~~Not~~PART ~~Applicable.~~III

Item 410. Directors, Executive Officers, and Corporate Governance 9

~~SUBMISSION~~Item OF11. Executive ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~Compensation 11

NoItem ~~matters~~12. Security ~~were~~Ownership ~~submitted to a vote~~ of ~~security~~Certain ~~holders~~Beneficial ~~during~~Owners ~~the~~and ~~fourth~~Management ~~quarter~~and ofRelated ~~the~~Stockholder ~~fiscal year ended December 31, 2008.~~Matters 11

~~PART~~Item II13. Certain Relationships and Related Transactions, and Director Independence 12

Item 514. Principal Accounting Fees and Services. 13

~~MARKET~~PART ~~FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~ IV

~~(a) Market~~Item ~~Information~~15. Exhibits and Financial Statement Schedules 13

~~Our common~~FORWARD ~~stock~~LOOKING ~~trades~~STATEMENT onINFORMATION the Pinksheets.com under the symbol ANML. Quotations and trades are sporadic, and there has not been an established trading market for the common stock for more than two years. As of December 31, 2008, there were 142,894 common shares and no preferred shares issued and outstanding.

~~(b) Holders~~Certain statements made in this Annual Report on Form 10-K are “forward-looking statements " regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. in light of the significant uncertainties inherent in the forward looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings "Business, " "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors ". We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms "we ", "our ", "us ", or any derivative thereof, as used herein refer to Bancorp Energy, Inc.

As PART ~~of December 31, 2008, there were approximately 166 record holders of Company common stock.~~1

~~(c)~~ITEM ~~Dividends~~1. BUSINESS.

~~The Company~~When ~~has~~used ~~not~~in ~~paid~~this ~~any~~Form ~~dividends~~10-K, onthe ~~its~~words ~~common~~"expects," ~~stock~~"anticipates," "estimates" and similar expressions are intended to identify forward-looking statements. ~~The Company~~ ~~currently~~Such ~~intends~~statements are subject to ~~retain~~risks and uncertainties, including those set forth below under "Risks and Uncertainties," that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. Bancorp Energy expressly disclaims any ~~earnings~~obligation ~~for~~or ~~use~~undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in ~~its business~~the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and ~~therefore~~other ~~does~~financial ~~not~~information ~~anticipate~~included ~~paying~~in ~~cash~~this ~~dividends~~Form 10-K. Readers should carefully review the risk factors described in other documents the ~~foreseeable~~Company ~~future~~files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed by the Company subsequent to this Annual Report on Form 10-K and any Current Reports on Form 8-K filed by the Company.

~~(d)~~Bancorp ~~Equity~~Energy, ~~Compensation~~Inc. ~~Plans~~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., Imatel Holdings, Ovvio Better Life and Animal Cloning Sciences, Inc., reflecting the Company's activities in various industries.

~~Equity~~On ~~Compensation~~November ~~Plans~~14, 2000, the Company changed its name to Animal Cloning Sciences, Inc. to reflect the direction of the firm'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.

~~Equity~~In ~~Compensation~~early ~~Plan~~2003, ~~Information~~the asCompany 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, 2001. As a result, 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 10-QSB for the quarter ended September 30, 2003, and the Form 10-KSB for the year ended December 31, ~~2008~~2003. The Company changed its name in 2007 to Bancorp Energy, Inc. in connection with a proposed acquisition which did not close.

~~Number~~As of ~~Securities~~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 was the incurrence of general and administrative expenses to maintain its status as a reporting company with the SEC. The primary activity of the Company since 2003 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 decided in later 2010 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. As of December 31, 2010 the Company has no agreements to provide services, nor has it achieved revenues therefrom. Management expects to obtain clientele primarily via referrals.

~~remaining~~Competition ~~available~~in the management consulting business is high, with many companies and individuals offering such services. Most of such companies have greater financial and other resources than the Company and all have longer operating histories in this industry.

~~(a)~~Employees

The Company has no employees other than its officers. The officers of the Company do not work exclusively for the Company, but devote only a portion of their time (b5-10 hours per week) to its business.

~~for~~Item ~~future~~1A. ~~issuance~~RISK FACTORS

~~Number~~As ofa ~~Securities~~"smaller reporting company" this item is inapplicable.

~~Weighted~~ITEM ~~Average~~1B. UNRESOLVED STAFF COMMENTS.

~~under~~ As ~~equity~~a "smaller reporting company" this item is inapplicable.

ToITEM be2. ~~issued upon~~ PROPERTIES

~~exercise~~ We ~~price~~share use of approximately 1,00 square feet of office space provided without charge by Dempsey Mork, our Chief Executive Officer.

~~compensation~~ITEM ~~plans~~3. LEGAL PROCEEDINGS

~~exercise~~ There are no legal proceedings the outcome of ~~existing~~which would be material to our financial statements.

~~outstanding~~ITEM ~~options,~~4. REMOVED AND RESERVED

~~(excluding~~ PART ~~Securities~~II

~~warrants~~(a) ~~and~~Market Information

~~reflected~~Our incommon stock trades on the Pinksheets.com under the symbol ANML. Quotations and trades are sporadic, and there has not been an established trading market for the common stock for more than two years. As of December 31, 2010, there were 142,894 common shares and no preferred shares issued and outstanding.

~~Plan~~(b) ~~Category~~Holders

~~and~~ As ~~rights~~of December 31, 2010, there were approximately 166 record holders of Company common stock.

~~rights~~(c) Dividends

~~column~~The ~~(a)~~Company has not paid any dividends on its common stock. The Company currently intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.

(d) Equity ~~compensation~~Compensation Plans

--Equity Compensation Plan Information as of December 31, 2010

Plan Category (a) Number of Securities To be issued upon Exercise of existing Options, warrants And rights (b) Weighted Average Exercise price of Outstanding options, Warrants and rights Number of Securities Remaining available For future issuance under equity compensation plans (excluding Securities Reflected in Column (a) Equity compensation Approved by Security holders -- -- -- Equity compensation Not approved by Security holders -- -- -- Total -- -- --

--(e) Sales of Unregistered Securities during the year ended December 31, 2010

~~approved~~None. by

~~Security~~(f) ~~holders~~Company repurchases of common stock during the year ended December 31, 2010.

~~Equity compensation~~None.

--ITEM 6. SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b--2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to provide the information required by this item.

--ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Plans~~The ~~not~~following ~~approved~~discussion regarding the financial statements of the Company should be read in conjunction with the financial statements and notes thereto included in this Form 10-K and the prior reports for fiscal year 2010.

ByNo ~~Security~~significant ~~holders~~business activity was conducted by the Company during the fiscal year 2010. As a result, no income was earned by the Company in 2010 and there was no cash at the end of the year.

~~Total~~ Previously, the primary activity of the Company involved seeking a company or companies that it could acquire or with whom it could merge. However, 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.

--Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in new and rapidly evolving markets. We will encounter various risks in implementing and executing our business strategy. We can provide no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business.

--The officers and directors of the Company are currently involved in other activities and will devote only a portion of their time to the specific business affairs of the Company until such time as a viable business is established. At such a time, they expect to spend the necessary time and effort to ensure the growth and success of the new business model.

--Capital and Source of Liquidity

~~(e)~~ During ~~Sales~~the third quarter of ~~Unregistered~~2003, ~~Securities~~the Company sold its ranch and equine cloning facilities, which were originally purchased during the ~~year~~first ~~ended~~quarter ~~December~~of2002 31through the issuance of its note payable and the assumption of long-term debt. The Company has not engaged in any investing activities since then. We have no sources of capital other than officer loans. It is anticipated that the officers will loan any required funds to the Company, ~~2008~~but they are not under any obligation to do so.

~~None.~~Plan of Operations

~~(f)~~The Company ~~repurchases~~has ofnot ~~common~~engaged ~~stock~~in any material operations or had any operations during the past two fiscal years. ~~ended~~In 2010 and 2009, the Company generated no revenues, and incurred interest expense of $7,500 and $7,500, respectively. On December 31, ~~2008~~2009, the officers and ~~2007~~directors agreed to convert the accrued salaries payable amount of $645,000 into two Promissory Notes payable on-demand on or after December 31, 2014. The notes bear interest at 5% per year. The notes are payable to Mr. Dempsey Mork and Mr. Riccardo Mortara in the amounts of $352,500 and $292,500 respectively. The interest expense on the Promissory Notes iwas $39,750 and $0 in calendar 2010 and 2009, respectively.

~~None~~Substantially all of our debt represents loans and advances from related parties.

~~Item~~ We 6do not expect to purchase any significant equipment for the foreseeable future. We have no off-balance sheet obligations and no contractual liabilities.

~~SELECTED~~ We ~~FINANCIAL~~do ~~DATA~~not expect any significant changes in the number of employees in the next twelve months. Our success and profitability is dependent upon the efforts of our officers and directors, who devote only 5-10 hours per week to our business.

AsSubsequent aEvents ~~smaller reporting company we are not required to respond to this item.~~

~~Item~~ There 7were no reportable subsequent events from December 31, 2010 through the date this report is filed.

~~MANAGEMENT'S~~ITEM7A. QUANTITATIVE ~~DISCUSSION~~ AND ~~ANALYSIS~~QUALITATIVE ORDISCLOSURES ~~PLAN~~ABOUT OFMARKET ~~OPERATIONS~~RISK.

~~The following~~ As ~~discussion~~a ~~regarding~~smaller ~~the~~reporting ~~financial~~company, ~~statements~~as ofdefined ~~the Company should be read~~ in ~~conjunction~~Rule ~~with~~12b-2 of the ~~financial~~Exchange ~~statements~~Act, ~~and~~we ~~notes thereto~~are ~~included~~not inrequired ~~this~~to ~~Form~~provide ~~10-K and~~ the ~~prior~~information ~~reports~~required ~~for~~by ~~fiscal year~~this ~~2008~~item .

~~No significant~~ITEM ~~business activity was conducted by the Company during the fiscal year 2008~~8. AsFINANCIAL aSTATEMENTS ~~result,~~AND noSUPPLEMENTARY ~~income was earned by the Company in 2007 and there was no cash at the end of the year~~DATA.

~~The primary~~Bancorp ~~activity~~Energy’s offinancial ~~the~~statements ~~Company~~are ~~will~~appended ~~involve~~to ~~seeking~~the ~~merger~~end ~~or acquisition~~of ~~candidates~~this itreport ~~can acquire or with whom it can merge. The Company has not selected any company for acquisition or merger~~ and ~~does not~~include ~~intend to limit potential acquisition candidates to any particular field or industry, but does retain~~ the ~~right to limit acquisition or merger candidates, if it so chooses, to a particular field or industry.~~ following:

~~Our prospects~~Report ~~must be considered in light~~ of ~~the~~Independent ~~risks,~~Registered ~~expenses~~Public ~~and difficulties~~Accounting frequently encountered by companies in their early stages of development, particularly companies in new and rapidly evolving markets. We will encounter various risks in implementing and executing our business strategy. We can provide no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business. Firm

~~The Company~~Balance ~~does~~Sheets ~~not~~as ~~intend~~of toDecember ~~make any loans to any prospective merger or acquisition candidate~~31, or2010 toand ~~any unaffiliated third parties.~~ 2009

~~The officers~~Statements ~~and~~of ~~directors~~Income offor the ~~Company~~years ~~are~~ended ~~currently~~December ~~involved~~31, in2010 ~~other activities~~ and ~~will~~2009 ~~devote~~and ~~only a portion of their time to~~ the ~~specific business~~period ~~affairs~~since ofre-entering the ~~Company~~development ~~until~~stage ~~such~~(September ~~time as a merger or acquisition candidate has been determined. At such a time~~30, ~~they~~2003) ~~expect~~ to ~~spend~~December ~~the~~31, ~~necessary time and effort to investigate and finalize any merger or acquisition.~~ 2010

~~The Company~~Statements ~~intends~~of toCash ~~structure~~Flows afor ~~merger~~the oryears ~~acquisition~~ended inDecember ~~such~~31, ~~manner~~2010 ~~as to~~and ~~minimize~~2009 ~~federal~~ and ~~state~~the ~~tax~~period ~~consequences~~since tore-entering the ~~Company~~development ~~and~~stage ~~the target~~(September ~~company.~~30, 2003) to December 31, 2010

~~Capital~~Statement ~~and~~of ~~Source~~Stockholders’ ofDeficit ~~Liquidity~~for the period since re-entering the development stage (September 30, 2003) to December 31, 2010

~~During the~~Notes ~~third~~to ~~quarter~~Financial of 2003, the Company sold its ranch and equine cloning facilities, which were originally purchased during the first quarter of 2002 through the issuance of its note payable and the assumption of long-term debt. The Company has not engaged in any investing activities since then. We have no sources of capital other than shareholder loans. Statements

~~Plan~~ITEM of9. ~~Operations~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~The Company~~On ~~has~~August ~~not~~1, 2009, the Registrant engaged inThe ~~any~~Black ~~material~~Wing ~~operations~~Group,,LLC oras ~~had~~its ~~any operations~~new ~~during~~independent ~~the~~accountant. Prior ~~past~~to ~~two~~the ~~fiscal~~engagement ~~years.~~of InBlack ~~2008~~Wing ~~and~~Group. ~~2007~~LLC, the Company ~~generated~~did nonot ~~revenues~~consult with Black Wing Group, ~~and~~LLC ~~incurred~~on ~~interest~~the ~~expenses~~application of ~~$7,500 and~~accounting ~~$7,500,~~principles ~~respectively.~~to ~~Substantially~~any ~~all~~specific transaction nor the type of ~~our~~audit ~~debt~~opinion ~~represents loans~~that ~~and~~might ~~advances~~be ~~from~~rendered ~~related~~on ~~parties~~the Company's financial statements. As of August 1, 2009 the Company did not have any independent accountant.

~~We do~~On ~~not~~September ~~expect~~30, 2009, The Black Wing Group, LLC resigned as our independent accountant previously engaged to ~~purchase~~audit ~~any~~the ~~significant~~Company’s ~~equipment~~financial statements. The audit reports of The Black Wing Group, LLC on the Company’s financial statements for the ~~foreseeable future~~fiscal years ending December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except such report was modified to include an explanatory paragraph for a going concern uncertainty. WeIn ~~have~~connection with the audits of the fiscal years ending December 31, 2008 and 2007, including the subsequent interim periods since engagement through September 30, 2009, the date of resignation, the Company had no ~~off~~disagreements with The Black Wing Group, LLC with respect to accounting or auditing issues of the type discussed in Item 304(a)(iv) of Regulation S-~~balance~~K. Had ~~sheet~~there ~~obligations~~been ~~and~~any disagreements that were not resolved to their satisfaction, such disagreements would have caused The Black Wing Group, LLC to make reference in connection with their opinion to the subject matter of the disagreement. In addition, during that time there were no ~~contractual liabilities~~reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

WeDuring dothe fiscal year ending December 31, 2008, including the subsequent interim periods since engagement through September 30, 2009, the date of The Black Wing Group, LLC’s termination, the Company (or anyone on its behalf) did not ~~expect~~consult with any ~~significant~~other ~~changes~~accounting infirm regarding any of the ~~number~~accounting or auditing concerns stated in Item 304(a)(2) of ~~employees~~Regulation S-K. Since there were no disagreements or reportable events (as defined in Item 304(a)(2) of Regulation S-K), the ~~next~~Company ~~twelve~~did ~~months~~not consult any other firm in respect to these matters during the time periods detailed herein.

~~We do~~The ~~not~~Company ~~currently~~provided ~~provide~~The ~~any~~Black ~~services~~Wing ~~and~~Group, ~~have~~LLC ~~not~~with ~~generated~~a ~~any revenues~~copy of the Form 8-K reporting this change. The Company requested that The Black Wing Group, ~~and~~LLC wefurnish dothe ~~not~~Company ~~expect~~with a letter to ~~generate~~the ~~revenues~~Securities ~~for~~and ~~the~~Exchange ~~foreseeable future,~~Commission ~~nor~~stating dowhether weThe ~~anticipate~~Black ~~incurring~~Wing ~~any~~Group, ~~significant~~LLC ~~expenses~~agreed with the above statements. ~~Therefore~~ The Company has been informed that The Black Wing Group, weLLC ~~will~~is ~~continue~~no tolonger ~~operate~~operating onand athat ~~minimal~~its ~~budget.~~membership ~~Any expenses~~in ~~incurred~~the ~~will~~PCAOB bewas ~~paid~~revoked ~~for~~on byDecember ~~our~~22, ~~officers~~2009 ~~and~~because ~~directors~~of violations of PCAOB rules and ~~reimbursed~~ ~~once~~auditing astandards ~~merger~~in orauditing ~~acquisition~~the ~~transaction~~financial ~~takes~~statements ~~place~~of two issuers, PCAOB rules and ~~we start~~quality ~~generating~~controls ~~cash~~standards ~~flows.~~and WeSection ~~intend~~10(b) toof ~~limit~~the ~~our~~Securities ~~operations~~Exchange ~~to seeking~~Act ~~merger~~of 1934 and ~~acquisition~~Rule ~~candidates~~10b-5 thereunder, and ~~don't~~non-cooperation ~~believe~~with a Board Investigation. The Company had requested that The Blackwing Group, LLC furnish it ~~is necessary~~with a letter addressed to ~~raise~~the ~~any~~Securities ~~additional~~and ~~funds~~Exchange ~~during~~Commission ~~the~~stating ~~next~~whether ~~twelve~~it ~~months~~agrees with the above statements. The Company has been unable to obtain this letter.

On March 15, 2010, the registrant engaged Sam Kan and Company CPA as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Sam Kan and Company CPA regarding any of the matters set forth in Item 8304 (a) (2) (i) or (ii) of Regulation S-K.

~~FINANCIAL~~ITEM ~~STATEMENTS~~9A. CONTROLS AND PROCEDURES.

~~Animal~~Disclosure ~~Cloning~~Controls ~~Sciences'~~and ~~financial~~Procedures. ~~statements~~We maintain disclosure ~~are~~controls ~~appended~~and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (December 31, 2010) , we carried out an evaluation, under the supervision and ~~include~~with the ~~following:~~participation of our management, including our Chief Executive Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Report~~Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations ~~Independent~~("COSO"). ~~Registered~~Based ~~Public~~upon ~~Accounting~~that ~~Firm~~evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our internal control over financial reporting was effective as of the fiscal year ended December 31, 2010.

~~Balance~~This ~~Sheets~~annual asreport does not include an attestation report of ~~December~~our ~~31,~~registered public accounting ~~2008~~firm ~~and~~regarding ~~2007~~internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

~~Statements of~~There ~~Income~~were ~~for~~no ~~the~~changes ~~years~~in ~~ended~~our ~~December~~internal ~~31,~~controls ~~2008~~over ~~and~~financial ~~2007~~reporting ~~and~~that occurred during the ~~period since~~last ~~re-entering~~fiscal ~~the~~quarter ~~developmental~~covered ~~stage~~by ~~(September~~this 30report that has materially affected, ~~2003)~~or is reasonably likely to ~~December~~ 31materially affect, ~~2008~~our internal control over financial reporting.

~~Statements of~~ITEM ~~Cash~~9B. ~~Flows for~~OTHER ~~the years ended December 31, 2008 and 2007 and the period since re-entering the developmental stage (September 30, 2003) to December 31, 2008~~INFORMATION

~~Statement of~~None. ~~Stockholders’ Deficit for the period since re-entering the developmental stage (September 30, 2003) to December 31, 2008~~

~~Notes~~ PART ~~to Financial Statements.~~ III

~~Item~~ITEM 910. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~CHANGES~~The INmembers ~~AND~~of ~~DISAGREEMENTS~~the ~~WITH~~Board ~~ACCOUNTANTS~~of ONDirectors ~~ACCOUNTING~~of ~~AND~~the ~~FINANCIAL~~Company ~~DISCLOSURE~~serve until the next annual meeting of stockholders, or until their successors have been elected. No annual meeting has been set. The names and positions of the present directors and officers of the Company are set forth below:

~~On August~~Business 1,Experience 2009, we terminated our relationship with Child, Van Wagoner & Bradshaw, PLLC (“CVB”), the principal accountant previously engaged to audit the Company’s financial statements. The Company’s board of ~~directors~~Directors/Executive ~~approved~~Officers: the dismissal of CVB. The registrant reported in a Form 8-K in 2006 that it had engaged CVB as its independent auditor; however, it appears that CVB was not engaged to perform any accounting or auditing services for the registrant. From appointment of CVB through August 1, 2009, the date of termination, the Company had no disagreements with CVB with respect to accounting or auditing issues of the type discussed in Item 304(a)(iv) of Regulation S-K. Had there been any disagreements that were not resolved to their satisfaction, such disagreements would have caused CVB to make reference in connection with their opinion to the subject matter of the disagreement. In addition, during that time there were no reportable events (as defined in Item 304(a)(1)(iv) of Regulation S-K).

~~During the~~ Riccardo ~~fiscal~~Mortara ~~year~~has ~~ending~~been ~~December~~President ~~31,~~and ~~2008,~~a ~~including~~Director of the ~~subsequent interim~~Company ~~periods~~ since ~~engagement~~June ~~through~~1993. ~~August~~For 1,more ~~2009,~~than the ~~date~~past ~~of CVB’s~~5 ~~termination~~years, Mr. Mortara has been the ~~Company~~chief ~~(or~~executive ~~anyone~~of onSonnig, ~~its~~SA, ~~behalf)~~a ~~did~~Swiss ~~not consult~~aircraft ~~with~~charter ~~any~~company. ~~other~~For ~~accounting~~more ~~firm~~than ~~regarding~~the ~~any~~past of5 years, Mr. Mortara has been the ~~accounting or~~managing director ~~auditing~~of ~~concerns~~Societe ~~stated~~Financiere indu ~~Item~~Seujet, ~~304(~~Geneva, Switzerland, a~~)(2)~~ ofcompany ~~Regulation~~which ~~S-K.~~provides ~~Since there~~portfolio ~~were~~management noand ~~disagreements~~financial orservices ~~reportable~~to ~~events~~banks, ~~(as~~corporations, ~~defined~~and high net-worth individuals primarily in ~~Item 304(a)(2)~~Europe. ofFrom 1984 ~~Regulation~~to ~~S-K)~~1991, ~~the~~Mr. ~~Company~~Mortara ~~did~~was ~~not~~a ~~consult~~director ~~any~~of ~~other firm~~a inGeneva ~~respect~~private toportfolio ~~these~~management ~~matters~~company ~~during~~in ~~the~~which ~~time~~he ~~periods~~is ~~detailed herein~~still a co-owner.

~~The~~ Dempsey K. Mork has been Director of the Company ~~provided~~since ~~CVB~~December ~~with~~1992, awas the ~~copy~~Chief ofFinancial Officer from 2003 until 2007, and was President from December 1992 to June 1993. Mr. Mork has also been the ~~Form~~Chief ~~8-K~~Executive ~~reporting~~Officer ~~this~~since ~~change~~2003. ~~The~~ Mr. ~~Company~~Mork’s ~~requested~~background ~~that~~includes ~~CVB~~corporate ~~furnish~~development, mergers and acquisitions and financial services, and he has been active in these fields for the ~~Company~~past ~~with~~26 ayears. ~~letter~~His toprimary business for the ~~Securities~~ past five years has been as a private investor and ~~Exchange~~in ~~Commission~~the ~~stating~~provision ~~whether~~of ~~CVB~~management ~~agreed~~consulting services under his employment with ~~the above~~Magellan ~~statements~~Capital Corporation. Mr. Mork is also an officer and director of Knickerbocker Capital Corporation, China Holdings Group, Inc., Apex Capital, and North Star Ventures. These latter companies have minimal operating activities and may be considered to be "shell" companies.

~~On August~~Neville 1,Pearson ~~2009~~has ~~the~~been ~~Registrant~~Secretary ~~engaged~~& ~~the~~Chief ~~Black~~Financial ~~Wing~~Officer ~~Group,~~of ~~LLC~~the asCompany ~~its new~~since ~~independent~~May 2010. ~~Prior~~Mr. toPearson is a Fellow of the ~~engagement~~Association of ~~Black~~Chartered ~~Wing~~Certified ~~Group~~Accountants. ~~LLC,~~ ~~the~~Mr. ~~Company~~Pearson ~~did~~has ~~not~~gained ~~consult~~over 35 years of senior level financial management experience at CFO / Controller level with ~~Black~~both ~~Wing~~Public ~~Group,~~Multi-National ~~LLC~~and Private Companies on ~~the application~~three ofcontinents. ~~accounting~~Mr. ~~principles~~Pearson tobrings ~~any~~extensive ~~specific~~experience ~~transaction~~in ~~nor~~ the ~~type~~Real ofEstate ~~audit~~Development ~~opinion~~and ~~that~~Construction ~~might~~fields, beas ~~rendered~~well onas having worked in the ~~Company's financial~~Automotive, ~~statements.~~Mining and Food manufacturing sectors.

~~Item~~Significant ~~9T.~~Employees

~~CONTROLS~~The ~~AND~~Company ~~PROCEDURES~~has no employees who are not executive officers.

~~We maintain disclosure~~Audit ~~controls~~Committee and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial ~~Officer, as~~ ~~appropriate,~~Expert ~~to allow for timely decisions regarding disclosure.~~

~~As of~~Bancorp ~~the~~Energy ~~end~~does ofnot ~~the~~have ~~period~~either ~~covered~~an byAudit ~~this~~Committee ~~report,~~or wea ~~carried~~financial ~~out~~expert ~~an evaluation,~~on ~~under~~ the ~~supervision~~Board ~~and~~of ~~with~~Directors. ~~the~~The ~~participation~~Board of ~~our management,~~Directors ~~including~~believes ~~our~~that ~~Chief~~obtaining ~~Executive~~the ~~Officer~~services ~~and Chief Financial Officer,~~ of ~~the~~an ~~effectiveness~~audit ofcommittee ~~the~~financial ~~design~~expert ~~and~~is ~~operation~~not ofeconomically ~~our disclosure~~rational ~~and~~at ~~procedures~~this ~~(as~~time ~~defined~~ in ~~Exchange~~light ~~Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as~~ of the ~~end~~costs ofassociated ~~the period~~with ~~covered~~identifying byand ~~this~~retaining ~~Annual~~an ~~Report~~individual onwho ~~Form~~would ~~10-K~~qualify ~~our~~as ~~disclosure controls~~an ~~and~~audit ~~procedures~~committee ~~were~~financial ~~effective to enable us to accurately record~~expert, ~~process, summarize and report certain information required to be included in~~ the ~~Company’s~~limited ~~periodic~~scope ~~SEC~~of ~~filings~~our ~~within~~operations ~~the required time periods,~~ and tothe ~~accumulate~~relative ~~and~~simplicity ~~communicate~~of to our ~~management,~~ ~~including~~financial ~~the~~statements ~~Chief Executive Officer~~ and ~~Chief~~accounting ~~Financial Officer, to allow timely decisions regarding required disclosure~~procedures.

~~There were~~Section no16(a) ~~changes~~Beneficial inOwnership ~~our~~Reporting ~~internal~~Compliance control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~This annual~~Section ~~report~~16(a) ~~does~~of ~~not~~the ~~include~~Exchange anAct ~~attestation~~requires ~~report~~Bancorp ~~of the Company~~Energy’s officers, directors and persons who own more than ten percent of a registered ~~public~~class ~~accounting~~of ~~firm~~our ~~pursuant~~equity securities to ~~temporary rules~~file reports of ownership and changes in ownership with the ~~Securities~~SEC. Officers, directors and ~~Exchange~~ten ~~Commission~~percent ~~that~~stockholders ~~permit~~are required by regulation to furnish Bancorp Energy with copies of all Section 16(a) forms they file. During the ~~Company~~ year ended December 31, 2010 Bancorp Energy believes that Dempsey Mork and Riccardo Mortara failed to ~~provide~~file ~~only~~the ~~management’s~~reports ~~report~~required inby ~~this~~Section ~~Annual~~16(a) ~~Report~~of the Exchange Act, including Forms 3, 4 and five, based on representations submitted by such people. Bancorp Energy does not believe that such individuals purchased or sold any Bancorp Energy Common Stock during 2010.

~~Item~~Code ~~9B.~~of Ethics

~~OTHER~~We ~~INFORMATION~~have not adopted a Code of Ethics given our limited operations. We have no plans to adopt a Code of Ethics due to our limited operations.

1ITEM 11. EXECUTIVE COMPENSATION.

Not applicable


SUMMARY COMPENSATION TABLE
Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	NonEquity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Dempsey Mork, CEO and CFO Neville Pearson, CFO	2010 2009 2009 2010	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0

During the period of 1995 through 2003 and in accordance with compensation agreements then in effect, Mr. Riccardo Mortara and Mr. Dempsey Mork (the Officers) had accumulated $1,020,000 in accrued salaries. As of December 31, 2009, $645,000 was still owed to the Officers. On December 31, 2009 Mr. Mortara and Mr. Mork waived their rights to the outstanding salaries in exchange for a Promissory Note, the details of which can be found in Item 1013 of this report.

~~DIRECTORS~~There are currently no standard arrangements pursuant to which the Company’s directors are compensated for any services provided as director. No additional amounts are payable to the Company’s officers or directors for committee participation, ~~EXECUTIVE~~special ~~OFFICERS~~assignments, ~~PROMOTERS~~or ~~AND~~other ~~CONTROL~~services ~~PERSONS;~~rendered ~~COMPLIANCE~~in ~~WITH~~the ~~SECTION~~normal ~~16(a)~~course OFof ~~THE~~business. ~~EXCHANGE~~The ~~ACT~~Company has no stock option or similar plans, and there are no warrants or options outstanding.

~~The members~~ITEM ~~of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected~~12. NoSECURITY ~~annual~~OWNERSHIP ~~meeting~~OF ~~has~~CERTAIN ~~been~~BENEFICIAL ~~set.~~OWNERS ~~The~~AND ~~names~~MANAGEMENT ~~and~~AND ~~positions~~RELATED ofSTOCKHOLDER ~~the present directors and officers of the Company are set forth below:~~ MATTERS.

~~Business~~The ~~Experience~~following table sets forth certain information as of ~~Directors/Executive~~June ~~Officers:~~30, 2011 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including

~~Riccardo Mortara~~any ~~has~~"group" ~~been~~as ~~President~~that ~~and~~term ~~a Director of the Company since June 1993. Mr. Mortara~~ is ~~the~~used managing director of Societe Financiere du Seujet, Geneva, Switzerland, a company which provides portfolio management and financial services to banks, corporations, and high net- worth individuals primarily in ~~Europe.~~Section ~~Between~~13(d)(3) ~~the years~~ of ~~1984~~the ~~and 1991,~~Exchange ~~Mr.~~Act) ~~Mortara~~known ~~was~~by aus ~~director~~to ofown a5% ~~Geneva~~or ~~private~~more ~~portfolio management company in which he still is a co-owner. Mr. Mortara currently serves on the boards~~ of ~~five~~our ~~financial services companies, and 2 publicly traded companies: Mediticnic, Inc. and Space Launches, Inc.~~

~~Dempsey K.~~Common Mork has been the Chief Financial Officer and a Director of the Company since December 1992 and was President from December 1992 to June 1993. Mr. Mork is now Chief Executive Officer and Director of the Company. Mr. Mork's background includes corporate developmentStock, ~~mergers & acquisitions,~~ and ~~financial~~all ~~services,~~officers and hedirectors ~~has~~as ~~been~~a ~~active in these fields for the past 25 years~~group. ~~Mr. Mork is also an officer/director of Magellan Capital Corporation, Knickerbocker Capital Corporation, China Holdings, Inc., Apex Capital, Asian Financial, and North Star Ventures.~~

~~Darren J.~~ Name ~~Holm~~and isAddress ~~currently Secretary & Chief Financial Officer~~ of Number the Company. His educational background includes Ambulance and Emergency Care, Georgian College through 1984; A.S. EMS Systems Management at Davenport University through December 1985, A.S. Respiratory Care through June 1988, and,. Business experience includes 13 years with Springs Ambulance/American Medical Response as Paramedic/Field Training Officer; three years as Medical Division Manager with Desert Airlines, (an aero medical transport company); and, two years with Air Service International as General Manager. of

~~Significant~~ Beneficial ~~Employees~~Owner Shares Percent of Class

~~The~~ Dempsey ~~Company~~K. ~~has~~Mork ~~no employees who are not executive officers~~(1) 13,629 9. 5%

~~Audit~~ Chief ~~Committee~~Executive ~~Financial Expert~~Officer

Animal Cloning Sciences does not have either an Audit Committee or a financial expert on the Board of Directors. The Board of Directors believes that obtaining the services of an audit committee financial expert is not economically rational at this time in light of the costs associated with identifying and retaining an individual who would qualify as an audit committee financial expert, the limited scope of our operations and the relative simplicity of our financial statements and accounting procedures .Director

~~Section~~ Riccardo 16Mortara (a1) ~~Beneficial Ownership Reporting Compliance~~ 24,207 17.0%

~~Section 16(a) of the Exchange Act requires Animal~~ President ~~Cloning Sciences's officers, directors~~ and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent stockholders are required by regulation to furnish Animal Cloning Sciences with copies of all Section 16(a) forms they file. During the year ended December 31, 2007, Animal Cloning Sciences believes that Dempsey Mork and Riccardo Mortara failed to file the reports required by Section 16(a) of the Exchange Act, including Forms 3, 4 and 5. Based on representations submitted by such people. Animal Cloning Sciences does not believe that such individuals purchased or sold any Animal Cloning Sciences Common Stock during 2008.Director

~~Item~~ Neville ~~11.~~Pearson

~~EXECUTIVE~~Chief ~~COMPENSATION~~Financial Officer(1)

~~During the~~ Robert ~~period of 1995 through 2003 and in accordance with compensation agreements then in effect, Mr~~J. Riccardo Mortara and Mr. Dempsey Mork (the Officers) had accumulated $1,020,000 in accrued salaries. As of December 31, 2007, $645,000 was still owed to the Officers. To date, no additional compensation has been provided to the officers and directors. There are currently no standard arrangements pursuant to which the Company's directors are compensated for any services provided as director. No additional amounts are payable to the Company's officers or directors for committee participation, special assignments, or other services rendered in the normal course of business.Filiatreaux

~~Animal Cloning Sciences has no long term incentive plans other than the plans described above~~ 7,928 5.5%

~~Item~~ 77545 ~~12.~~Chillon

~~SECURITY~~ La ~~OWNERSHIP~~Quinta, OFCA ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~92253

~~The following~~All table sets forth information relating to the beneficial ownership of Company common stock as of the date of this report by (i) each person known by Animal Cloning Sciences to be the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of Animal Cloning Sciences's directors and executive officers, and ~~(iii) all officers and~~ directors as a group. Unless otherwise noted below, Animal Cloning Sciences believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

~~Name and Address~~ 37,836

~~Common Stock~~ 26.5%

~~Percentage~~a group (3 persons)

~~Dempsey K. Mork~~(1)

~~13,629~~The address of this person is c/o the Company

9Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names.5% For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of June 30, 2011 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

~~Chief~~We ~~Executive~~currently ~~Officer~~do not maintain any equity compensation plans.

~~Riccardo~~In ~~Mortara~~March 2002, ~~President(~~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 December 31, 2010 the Company had accrued $65,625 in interest. Interest expense was $7,500 and $7,500 in calendar 2010 and 2009, respectively.

24On December 31,~~207~~ 2009, the officers and directors agreed to convert the accrued salaries payable amount of $645,000 into two Promissory Notes payable on-demand on or after December 31, 2014. The notes bear interest at 5% per year. The notes are payable to Mr. Dempsey Mork and Mr. Riccardo Mortara in the amounts of $352,500 and $292,500 respectively. The interest expense on the Promissory Notes is was $32,250 and $0 in calendar 2010 and 2009, respectively.

17The Company’s officers and directors have resolved to provide for various expenses incurred by the company with only minimal repayment due at the time a merger or acquisition is effected and cash flows are available.0% These expenses consist of, but are not limited to accounting, filing requirements, and management services. At December 31, 2010 the Company had accumulated $11,875 in such fees payable to its officers and directors. These amounts are payable on demand and bear no interest.

Certain conflicts of interest now exist and ~~Director~~will continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which he devotes his primary attention. Each officer and director may continue to do so notwithstanding the fact that the management time should be devoted to the business of the Company. No procedures have been adopted to resolve such conflicts of interest.

~~Darrell J.~~Director ~~Holm(1)~~Independence

--Currently, the Company does not have any independent directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.

--Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

~~Chief~~ITEM ~~Financial~~14. ~~Officer~~PRINCIPAL ACCOUNTANT FEES AND SERVICES.

~~Robert~~Sam JKan & Associates, 1151 Harbor Bay Parkway, Ste. ~~Filiatreaux~~101, Alameda CA 94502, (510) 355-0492 is our independent

~~7,928~~registered public accounting firm.

~~5.5%~~Audit Fees

~~77545~~During ~~Chillon~~the period covering the fiscal year ended December 31, 2010, our principal accounting firm, Sam Kan & Company was paid the sum of $500 for review services for the quarterly financial statements ended September 30, 2010 and 2009. Sam Kan & Company charged the sum of $1,750.00 for audit and review services for the fiscal year ended December 31, 2010.

LaAudit-Related ~~Quinta,~~Fees ~~CA 92253~~

~~All~~There ~~officers~~were no fees billed by Sam Kan & Associates for assurance and ~~directors~~related services that are reasonably related to the performance of the audit or review of our financial statements for the fiscal year ended Dec. 31, 2010.

asTax ~~a group (3 persons)~~Fees

37The aggregate fees billed by Sam Kan & Associates for professional services for tax compliance,~~836~~ tax advice, and tax planning were $0 for the fiscal year ended December 31, 2010.

~~26.5%~~Pre-Approval Policy

~~(1)~~We do not currently have a standing audit committee. The ~~address~~above ofservices ~~this~~were ~~person~~approved isby ~~c/o~~our ~~the~~Board ~~Company~~of Directors.

~~Item~~PART ~~13.~~IV

~~CERTAIN~~Item ~~RELATIONSHIPS~~15. ~~AND~~Exhibits ~~RELATED~~and ~~TRANSACTIONS,~~Financial ~~AND~~Statement ~~DIRECTOR INDEPENDENCE~~Schedules

~~In March 2002, the Company entered into~~ (a) ~~$150,000 convertible promissory note with an entity affiliated with the Company's CEO.~~ The ~~note~~following ~~is convertible~~documents atare afiled ~~rate~~as ofpart ~~$.05 per share at the option~~ of ~~the~~this ~~holder~~Report: for a total of 3,000,000 shares of common stock. 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. At December 31, 2008 the Company had accrued $35,625 in interest. Current year interest expense was $7,500.

~~The Company's~~Financial officers and directors have resolved to provide for various expenses incurred by the Company with only minimal repayment due at the time a merger or acquisition is effected and cash flows are availableStatements. These expenses consist of, but are not limited to accounting, filing requirements, and management services. At December 31, 2007, the Company had accumulated $3,375 in such fees payable to its officers and directors.

~~Certain conflicts~~ The offollowing ~~interest~~financial ~~now~~statements ~~exist~~ and ~~will continue to exist between~~ the ~~Company~~ ~~and~~report its officers and directors due to the fact that each has other business interests to which he devotes his primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of ~~the Company.~~our Noindependent ~~procedures~~registered ~~have~~public ~~been~~accounting ~~adopted~~firm toare ~~resolve such conflicts of interest.~~ filed

~~Item 14 Principal Accountant Fees and Services~~ herewith.

~~Audit~~o Report ~~Fees~~of independent Registered Public Accounting Firm (Sam Kan & Associates-2010 and 2009)

~~During the period covering the fiscal years ended December~~o ~~31, 2008, our principal accounting firm~~Balance ~~The Blackwing~~Sheets ~~Group~~at ~~was paid audit fees of $2,000 for audit and review services performed in 2008~~Dec. ~~For fiscal 2007 we paid The Blackwing Group LLC $2~~31,~~000~~ ~~for~~2010 ~~audit~~ and ~~review~~2009 ~~services.~~

~~Audit~~ o Statements ~~Committees~~of ~~pre-approval~~Operations ~~policies~~for the years ended Dec. 31, 2010 and ~~procedures~~2009 and for the cumulative period from September

~~We do~~ 30, ~~not~~2003 ~~have~~(Date ~~an audit committee. Our engagement~~ of ~~Blackwing~~re-entering ~~Group LLC, as our independent registered public accounting firm, was approved by~~ the ~~Board~~development ~~of Directors. No services described in Item 9(e~~stage)~~(2) through~~ ~~9(e)(4)~~to ofDec. ~~Schedule~~31, ~~14A were performed by our auditors~~2010.

~~PART~~o Statements IVof Changes in Shareholders' Deficiency for the period from September 30, 2003 (Date of re-entering the

~~Item~~ development 15stage) to December 31, 2010.

~~EXHIBITS~~ o Statements ~~AND~~of ~~FINANCIAL~~Cash ~~STATEMENT~~Flows ~~SCHEDULES~~for the years ended Dec. 31, 2010 and 2009, and for the cumulative period from

~~(a)~~ September ~~Exhibits. The~~30, ~~following~~2003 ~~exhibits~~(Date of re-entering the ~~Company~~development ~~are~~stage) ~~included~~to ~~herein~~Dec. No31, ~~schedules are required~~2010.

~~3.1~~o Notes to Financial Statements

~~Articles~~2. ofFinancial ~~Incorporation(1)~~Statement Schedules.

3Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.2

~~Bylaws(1)~~3. Exhibits Incorporated by Reference or Filed with this Report.

3 Exhibit No.3 Description

~~Amendment to Articles of Incorporation changing name to Development Bancorp, Ltd~~ 3.~~(1)~~5

3 Certificate of Amendment changing name of the Corporation to Bancorp Energy, Inc.4 Incorporated by reference to 2010 10-K.

~~Amendment to Articles of Incorporation changing name to IMATEL Holdings, Inc~~ 23.~~(2)~~ 1

~~31.1~~ Consent of Accountants*

~~Certifications of~~ 31.1 Chief Executive ~~and Financial~~ Officer ~~Pursuant~~Certification pursuant to ~~Exchange~~section ~~Act~~302 ~~Rule~~of ~~13a~~the Sarbanes-~~14(a)(3).~~Ox1ey Act of2002*

3231.12 Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of2002*

~~Certifications of~~ 32.1 Chief Executive ~~and Financial~~ Officer Certification pursuant to 18section ~~U.S.C.~~906 ~~Section~~of ~~1350(3)~~the Sarbanes-Oxley Act of2002.*

~~(1)~~32.2 Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.*

~~Incorporated~~*included byherewith ~~reference to the Company's Registration Statement on Form 10-SB, file no. 0-22934.~~

~~(2)~~SIGNATURES

~~Incorporated by reference~~Pursuant to the requirements of Section 13 or 15(d) of the ~~Company's~~Securities ~~Annual~~Exchange Act of 1934, the registrant has caused this report to be signed on ~~Form~~its ~~10-KSB~~behalf ~~for~~by the ~~year~~undersigned, ~~ended~~thereunto ~~December~~duly ~~31,~~authorized. ~~1997~~

~~(3)~~BANCORP ENERGY, INC.

~~Filed~~Date: ~~herewith.~~August 8, 2011

~~SIGNATURES~~By: lsi Dempsey Mork

~~Pursuant to~~Dempsey ~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934~~Mork, ~~the~~Chief ~~Registrant~~Executive ~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 14, 2009.~~Officer

~~BANCORP~~Pursuant ~~ENERGY~~to the requirements of the Securities Exchange Act of 1934, ~~INC~~, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ByDate:~~/s/~~ ~~Dempsey~~August K.8, ~~Mork~~2011

~~Dempsey~~By: K./s/ Dempsey Mork

Dempsey Mork, Chief Executive Officer and Director

~~Pursuant to~~(Principal ~~the~~Executive ~~requirements~~Officer) ~~of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on December 14, 2009.~~

ByDate:~~/s/Dempsey~~ K.August ~~Mork~~8, 2011

~~Chief~~By:/s/ ~~Executive~~Neville ~~Officer~~Pearson ~~and Director~~

~~Dempsey~~Neville K.Pearson, ~~Mork~~Chief Financial Officer

(~~principal~~Principal ~~executive~~Financial ~~officer~~and Accounting Officer)

ByDate:~~/s/Darren~~ J.August ~~Holm~~8, 2011

~~Chief~~By: ~~Financial~~/s/ ~~Officer~~Riccardo Mortara

~~Darren~~Riccardo J.Mortara, ~~Holm~~President and Director

~~(principal~~Sam ~~accounting~~Kan ~~and~~& ~~financial~~Company ~~officer)~~

~~By:/s/Riccardo~~ 1151 ~~Mortara~~Harbor Bay Pkwy., Suite 101

~~President~~ Alameda, ~~and~~CA ~~Director~~94502 Phone: 510.517.7874 Fax: 866.848.1224

~~Riccardo~~http://www.skancpa.com ~~Mortara~~

[be201010k001.jpg]

2Report of Independent Registered Public Accounting Firm

~~THE~~To ~~BLACKWING~~the ~~GROUP,~~Board ~~LLC~~of Directors of

~~18921G~~Bancorp EEnergy, ~~VALLEY~~Inc. ~~VIEW PARKWAY #325~~

~~INDEPENDENCE~~We have audited the accompanying balance sheets of Bancorp Energy, MOInc. ~~64055~~(hereinafter the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and for the period since re-entering the development stage on September 3, 2003 to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~816-813-0098~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~REPORT~~In OFour ~~INDEPENDENT~~opinion, ~~REGISTERED~~the ~~PUBLIC~~financial ~~ACCOUNTING~~statements ~~FIRM~~referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years then ended, and the period since re-entering the development stage on September 3, 2003 to December 31, 2010 are in conformity with U.S. generally accepted accounting principles.

~~Animal~~We ~~Cloning~~were ~~Sciences,~~not ~~Inc.~~engaged (Ato ~~Development~~examine ~~Stage~~management's assessment of the effectiveness of the Company)’s internal control over financial reporting as of December 31, 2010 and 2009, and accordingly, we do not express an opinion thereon.

~~78365~~The ~~Hwy~~accompanying ~~111~~financial ~~Ste~~statements ~~382~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

[be201010k002.jpg]

LaSam ~~Quinta~~Kan & Company July 28, CA2011 ~~92253~~Alameda, California

We have audited the accompanying balance sheets of Animal Cloning Sciences, Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of income and changes in member’s equity, and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.


Bancorp Energy, Inc.
(A Development Stage Company)
Balance Sheets

				December 31, 2010		December 31, 2009
ASSETS
Current assets
		Cash and cash equivalents		$ -		$ -
Total current assets				-		-

Total assets				$ -		$ -

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
		Accounts payable		$ 11,875		$ 11,875
		Accrued expenses and other liabilities		101,375		58,125
Total current liabilities				113,250		70,000

		Note payable - related party		795,000		795,000

Total liabilities				908,250		865,000

Stockholders' equity (deficit)
		Preferred stock, no par value; 2,000,000 shares authorized, 0 shares issued and outstanding on December 31, 2010 and 2009		-		-
		Common stock, no par value; 100,000,000 shares authorized, 142,894 shares issued and outstanding on December 31, 2010 and 2009		11,990,765		11,990,765
		Additional paid in capital		(12,797,015)		(12,797,015)
		Accumulated deficits		(102,000)		(58,750)
Total stockholders' deficit				(908,250)		(865,000)

Total liabilities and stockholders' deficit				$ -		$ -

See accompanying notes to financial statements
Bancorp Energy, Inc.
(A Development Stage Company)
Statement of Operations

			Year Ended December 31, 2010		Year Ended December 31, 2009		For the Period Since Re-entering the Development Stage on September 3, 2003 to December 31, 2010

Revenue			$ -		$ -		$ -

Operating Expenses
	General and administrative		-		-		-
	Professional fees		3,500		5,000		15,375
Total operating expenses			3,500		5,000		15,375

Loss from operations			(3,500)		(5,000)		(15,375)

Other income / (expenses)
	Interest expense		(39,750)		(7,500)		(86,625)
Total other income / (expenses)			(39,750)		(7,500)		(86,625)

Net loss			$ 43,250)		$ (12,500)		$ (102,000)

Net income per share of common stock:
	Basic		$ (0.30)		$ (0.09)

Weighted average shares outstanding			142,894		142,894






See accompanying notes to financial statements

[be201010k003.jpg]

We conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


Bancorp Energy, Inc.
(A Development Stage Company)
Statement of Cash Flows
	Year Ended December 31, 2010	Year Ended December 31, 2009	For the Period Since Re-entering the Development Stage on September 3, 2003 to December 31, 2010
Cash flows from operating activities
Net loss	$ (43,250)	$ (12,500)	$ (102,000)
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation	-	-	-
Loan forgiven and loan assumed by shareholder	-	-	-
Changes in operating assets and liabilities:
Accounts payable	-	5,000	11,875
Accrued expenses and other liabilities	43,250	7,500	90,125
Net cash used in operating activities	-	-	-

Cash flows provided by investing activities	-	-	-

Cash flows from financing activities
Loan repayment to shareholder	-	-	-
Note payable - related party	-	-	-
Net cash provided by financing activities	-	-	-

Net change in cash	-	-	-

Cash at beginning of period	-	-	-

Cash at end of period	$ -	$ -	$ -

Supplemental non-cash investing and financing activities:
Conversion of accrued salaries to notes payable	$ -	$ 645,000	$ 645,000
Supplemental cash flow Information:
Cash paid for interest	$ -	$ -	$ -
Cash paid for income taxes	$ -	$ -	$ -

See accompanying notes to financial statements

~~In our~~BANCORP ~~opinion~~ENERGY, ~~such financial statements present fairly, in all material respects, the financial position of Animal Cloning Sciences, Inc~~INC. (A Development Stage Company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

~~The accompanying~~NOTES ~~financial~~TO ~~statements~~FINANCIAL have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company faces competition from existing companies with considerably more financial resources and business connections. These conditions raise substantial doubt about its ability to continue as a going concern. STATEMENTS

~~The~~FOR ~~Blackwing~~THE ~~Group~~YEARS ENDING DECEMBER 31, ~~LLC~~2010 and 2009

~~Issuing~~NOTE ~~Office:~~A ~~Independence,~~– MOSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~September~~A 29summary of significant accounting policies of Bancorp Energy, ~~2009~~Inc. (A Development Stage Company) (hereinafter the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.”

3Organization, Nature of Business and Trade Name

~~ANIMAL~~Animal ~~CLONING~~Cloning ~~SCIENCES~~Sciences, ~~INC~~Inc. was organized in Washington on August 16, 1984 as a holding company involved in the cloning of horses before changing its name to Bancorp Energy, Inc. Because of adverse rulings from the U.S. Department of Agriculture in refusing to grant licenses for importing animal embryos into the United States, the Company discontinued its operations and its cloning efforts and sold its ranch facilities during the third quarter of 2003. The results of these transactions were reported in Form 10-QSB for the quarter ending September 30, 2003, and Form 10-KSB for the year ended December 31, 2003.

(AAs of September 3, 2003, the Company is considered to have re-entered the development stage, in accordance with SFAS 7, "Accounting and Reporting by Development Stage Enterprises." 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. The Company's current business plan is to locate a suitable candidate for merger or acquisition.

~~Condensed~~Previously, ~~Balance~~the ~~Sheets~~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.

~~ASSETS~~Basis of Presentation

AsThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.

AsThe Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

~~December~~Use ~~31,~~of Estimates

~~December~~BANCORP 31ENERGY, INC. (A Development Stage Company)

~~2008~~NOTES TO FINANCIAL STATEMENTS

~~2007~~FOR THE YEARS ENDING DECEMBER 31, 2010 and 2009

~~Current~~The ~~Assets~~preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Animal Cloning Sciences, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Animal Cloning Sciences, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

$Cash and Cash Equivalents

Cash and cash equivalents include short--term, highly liquid investments with maturities of less than three months when acquired.

$Accounts Receivable

--Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.

~~Total~~Property ~~assets~~and Equipment

$Property and equipment are carried at cost if so acquired. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight--line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:


	Estimated Useful Lives
Office Equipment	5-10 years
Copier	5-7 years
Vehicles	5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statement purposes, depreciation is computed under the straight--line method.

~~LIABILITIES~~Capital ~~AND STOCKHOLDERS' DEFICIT~~stock

~~Current~~The ~~liabilities~~Company’s articles initially authorized the Company to issue a total of 102,000,000 (One Hundred Two Million) shares of

~~Accounts~~BANCORP ~~payable~~ENERGY, INC. (A Development Stage Company)

$NOTES TO FINANCIAL STATEMENTS

3FOR THE YEARS ENDING DECEMBER 31,~~500~~ 2010 and 2009

$stock, consisting of 2,000,000 (Two Million) shares of preferred stock and 100,000,000 (One Hundred Thousand) shares of common stock, both with no stated par value.

~~3,500~~Revenue Recognition

~~Due~~The Company recognizes revenues when payments are billed to ~~related~~the ~~party~~customer and according to the terms of the contract.

~~3,375~~Cost of Goods Sold

3Since the Company is back in the development state,~~375~~ formal application of certain procedures has not been implemented. Generally, job costs include all direct materials, and labor costs and those indirect costs related to development and maintenance of the website. Selling, general and administrative costs are charged to expense as incurred. However, Cost of Goods Sold procedures will be dependent on the industry that the identified merger or acquisition candidate is in.

~~Accrued~~Loss ~~salaries~~Per ~~-officers/directors~~Common Share

~~645~~Basic earnings per share excludes the effect of any dilutive options,~~000~~ warrants or convertible securities and is computed by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing the net earnings available to common shareholders by the sum of the weighted average number of common shares and common share equivalents computed using the average market price for the period under the treasury stock method.

~~645,000~~Advertising Costs

~~Total~~Advertising ~~current~~and ~~liabilities~~promotion costs are expensed as incurred. The Company incurred no such expenses since inception.

~~651,875~~Income Taxes

~~651~~The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109,~~875~~ "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

~~LONG-TERM~~Recently ~~LIABILITIES~~Issued Accounting Pronouncements

~~Convertible~~In ~~note~~April 2009, ~~payable~~the -FASB ~~related~~issued ~~party~~an update to ASC 820, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, which provides guidance on determining fair value when there is no active market or where the price inputs being used represent distressed sales. This update to ASC 820 was effective for interim and annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009. The adoption did not have a material impact on the Company’s financial statements.

~~150~~BANCORP ENERGY,~~000~~ INC. (A Development Stage Company)

~~150,000~~NOTES TO FINANCIAL STATEMENTS

~~Accrued~~FOR ~~interest~~THE -YEARS ~~related~~ENDING ~~party~~DECEMBER 31, 2010 and 2009

50In May 2009,~~625~~ the FASB issued ASC 855, “Subsequent Events”. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, was effective for interim or annual periods ending after June 15, 2009. The Company adopted this standard as of June 30, 2009; however, the adoption of ASC 855 had no impact to the Company’s financial statements.

43In June 2009,~~125~~ the FASB issued ASU 2009-17, Consolidation (ASC 810) “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which eliminates the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. This new standard also requires additional disclosures about an enterprise’s involvement in variable interest entities. The Company adopted this pronouncement on January 1, 2010 but there was no significant impact on its financial statements.

~~Total~~In ~~long~~June 2009, the FASB issued ASC 105, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. ASC 105 establishes the FASB Accounting Standards Codification (“Codification”), as the single source of authoritative accounting and reporting standards in the United States for all non-~~term~~government ~~liabilities~~entities, with the exception of the Securities and Exchange Commission and its staff. It does not include any new guidance or interpretations of US GAAP, but merely eliminates the existing hierarchy and codifies the previously issued standards and pronouncements into specific topic areas. The Codification was adopted on July 1, 2009 for the Company’s financial statements for the year ended December 31, 2009.

~~200~~In January 2010,~~625~~ the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements.” This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and require disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements for related to the purchases, sales, issuances and settlements in the roll forward activity of Level 3 fair value measurements. Those disclosure requirements are effective for fiscal years ending after December 31, 2010. The Company is still assessing the impact on this guidance and does not believe the adoption of this guidance will have a material impact to its financial statements. Management does not believe that other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants or the SEC have a material impact on the Company’s present or future financial statements.

~~193~~In February 2010,~~125~~ the FASB issued guidance to remove the requirement for an entity that files financial statements with the SEC to disclose a date through which subsequent events have been evaluated. The adoption of this guidance during our current fiscal quarter did not have any impact on our financial statements.

~~Stockholders’~~In ~~Equity~~April ~~(note~~2010, B)the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No.

~~Preferred~~BANCORP ~~stock~~ENERGY, noINC. ~~par~~(A ~~value;~~Development ~~2,000,000~~Stage Company)

~~shares~~NOTES ~~authorized;~~TO noFINANCIAL ~~shares issued and outstanding~~STATEMENTS

--FOR THE YEARS ENDING DECEMBER 31, 2010 and 2009

2010--17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010.

~~Common~~Management ~~stock,~~believes recently issued accounting pronouncements will have no ~~par~~impact ~~value;~~on ~~100,000,000~~the financial statements of the Company.

~~shares~~NOTE ~~authorized;~~B ~~142,894~~– GOING CONCERN

~~shares~~The ~~issued~~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 ~~outstanding~~liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

11Under the going concern assumption,~~990~~ an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation,~~765~~ ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

11Management expects to seek potential business opportunities for merger or acquisition of existing companies. Currently the Company has yet to locate any merger of acquisition candidates. Management is not currently limiting their search for merger or acquisition candidates to any industry or locations. Management,~~990~~ while not especially experienced in matters relating to public company management,~~765~~ will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.

~~Additional~~The ~~paid~~ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in ~~Capital~~the preceding paragraph and eventually 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.

~~(12~~During the next year,~~797~~ the Company’s foreseeable cash requirements will relate to continual development of the operations of its business,~~015)~~ maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse affect upon it and its shareholders.

~~(12~~In the past year,~~797~~ the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year,~~015)~~ the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint venture or merger until the company generates revenues through the operations of such merged company or joint venture as stated above.

~~Retained~~BANCORP ~~Earnings~~ENERGY, INC. (~~Accumulated~~A ~~Deficit~~Development Stage Company)

~~(46,250)~~NOTES TO FINANCIAL STATEMENTS

~~(38~~FOR THE YEARS ENDING DECEMBER 31,~~750)~~ 2010 and 2009

~~Total~~NOTE ~~Stockholders'~~C ~~Equity~~– NOTES PAYABLE

~~(852~~On March 1, 2002 the Company has entered into a note agreement with Dempsey Mork, who was a related party to the Company for the amount of $150,000 payable and due on March 1, 2010 along with 5% interest per annum. This note is convertible at the rate of $.05 per share of common stock for a total of 3,000,000 share from the Company. However, this note was amended on March 1, 2010 to extend its due dates to March 1, 2015 if not converted sooner into common stock. As of December 31, 2009, the Company had accrued $58,125 in interest. During 2010 interest expense was $7,500). Therefore the Company had accrued $65,625 in interest as of December 31, 2010.

~~(845~~On December 31,~~000)~~ 2009 a note agreement was entered into with Dempsey Mork for the amount of $352,500 in exchange for his forgiveness for the accrued salary in the same amount. Interest was being accrued at 5% per annum and is due with the principal amount on December 31, 2014. As of December 31, 2010, accrued interest for this note was $17,625.

~~Total~~On ~~Liabilities~~December 31, 2009 a note agreement was entered into with Riccardo Mortara for the amount of $292,500 in exchange for his forgiveness for the accrued salary in the same amount. Interest was being accrued at 5% per annum and ~~Stockholders'~~is ~~Equity~~due with the principal amount on December 31, 2014. As of December 31, 2010, accrued interest for this note was $14,625.

$NOTE D - RELATED PARTY TRANSACTIONS

--The convertible note agreement entered on March 1, 2002 was with the Company's CEO, Dempsey Mork.

The Company's officers and directors have resolved to provide for various expenses incurred by the Company at a minimal cost until such time that a merger candidate is found. These expenses consist of, but are not limited to, accounting, filing requirements, and management services. The costs of these services were $0 and $5,000 during 2010 and 2009, respectively, for a total of $11,875 payable to officers and directors at both December 31, 2010 and 2009.

On December 31, 2009, the Officers and Directors agreed to convert the accrued salaries payable amount of $645,000 into two Promissory Notes payable on--demand on or after December 31, 2014. The notes bear interest at 5% per year. The notes are payable to Mr. Dempsey Mork and Mr. Riccardo Mortara in the amounts of $352,500 and $292,500 respectively.

~~The~~NOTE ~~accompanying~~E ~~notes~~- ~~are~~STOCKHOLDERS' ~~an integral part of the financial statements.~~EQUITY

~~ANIMAL~~Preferred ~~CLONING SCIENCES, INC.~~Stock

(ADuring ~~Development~~February ~~Stage~~2004, the Company)'s shareholders voted to increase the number of authorized shares from 1,000,000 to 2,000,000. The Company has not issued any preferred stock since inception. The rights for preferred stock not designated as Class A or B will be determined by the Board of Directors prior to issuance.

~~INCOME~~Class ~~STATEMENTS~~A Preferred Stock

BANCORP ENERGY, INC. (~~Unaudited~~A Development Stage Company)

~~SINCE~~NOTES TO FINANCIAL STATEMENTS

~~RE-ENTERING~~FOR THE YEARS ENDING DECEMBER 31, 2010 and 2009

~~THE~~The Company has designated 1,500 shares of no par value Class A preferred stock. Class A shareholders are not entitled to receive dividends, but are entitled to elect two-thirds of the directors of the Company.

~~DEVELOPMENT~~Class B Convertible Preferred Stock

~~STAGE~~The Company has designated 110,000 shares of no par value convertible

~~FOR~~Class ~~THE~~B ~~THREE~~preferred stock

~~FOR~~Class ~~THE~~B ~~THREE~~shareholders are entitled to receive dividends in a manner similar to common shareholders when declared by the board of directors. Each Class B share is convertible into one share of common stock at the option of the shareholder, provided that the market price for the Company's common stock is at or above $4.50 per share. There are 1,888,500 shares of Class B preferred stock authorized.

~~SEPT.~~Common ~~3, 2003,~~Stock

~~MONTHS~~During ~~ENDED~~February 2004, the Company's shareholders voted to increase the number of shares authorized from 50,000,000 per their articles of incorporation to 100,000,000.

~~MONTHS~~On ~~ENDED~~February 24, 2004, the Company applied a 10-to-1 reverse split on its common stock. The financial statements, for all periods presented have been restated to reflect the stock split.

~~THROUGH~~During February and March 2004, the Company issued 27,815,000 shares of its common stock for the cancellation of salaries payable to officers, the cancellation of a note payable of $150,000, and 100% of the stock of a company with which it was merging. However, during April 2004, the Company reversed the transaction and cancelled the 27,815,000 shares of its previously issued stock for the attempted merger and reduction of liabilities. There are 142,894 shares of common stock issued and outstanding as of December 31, 2010 and 2009.

~~DECEMBER~~NOTE ~~31,~~F - INCOME TAXES

~~DECEMBER~~We 31did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

~~MARCH~~The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 31, 2010 and 2009, applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

~~2008~~BANCORP ENERGY, INC. (A Development Stage Company)

~~2007~~NOTES TO FINANCIAL STATEMENTS

~~2008~~FOR THE YEARS ENDING DECEMBER 31, 2010 and 2009

~~INCOME~~Changes in the net deferred tax assets consist of the following:

Revenues


	2010		2009
Net operating loss carry forward	$	908,250	$	865,000
Valuation allowance		(908,250)		(865,000)
Net deferred tax asset	$	-	$	-

$A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:


	2010		2009
Net operating loss carry forward	$	317,888	$	302,750
Valuation allowance		(317,888)		(302,750)
Net deferred tax asset	$	-	$	-

$The Company did not pay any income taxes during the years ended December 31, 2010 and 2009.

--The net federal operating loss carry forward will expire in 2023. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

$NOTE G – SUBSEQUENT EVENTS

--Management has reviewed material events subsequent of the year ended December 31, 2010 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures required.

~~OPERATING EXPENSES~~2

General and administrative

6,875

Total operating expenses

6,875

OTHER INCOME (LOSS)

Interest expense

(7,500)

(39,375)

NET INCOME (LOSS)

(7,500)

(46,250)

PER SHARE INFORMATION:

Net Income (Loss) per share

142,894 shares issued

(0.05)

Basic weighted average

number common stock

shares outstanding

142,894

Diluted (loss) per

common share

(0.00)

Diluted weighted average

number common stock

shares outstanding

142,894

The accompanying notes are an integral part of these financial statements.

ANIMAL CLONING SCIENCES, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

SINCE

RE-ENTERING

THE

DEVELOPMENT

FOR THE THREE

STAGE

MONTHS ENDED

(Sept. 3, 2003)

March 31,

MARCH 31,

through

2009

2008

March 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

(7,500)

(46,250)

Adjustments to reconcile net income to net cash

provided by operating activities:

Depreciation

(Increase) decrease in:

Accounts Receivable

Increase (decrease) in:

Accounts Payable

3,500

Due to Related Parties

3,375

Accrued Interest Payable

7,500

39,375

Accrued Salaries - Officers/Directors

Net cash provided (used) by operating activities

CASH FLOWS FROM INVESTING ACTIVITES:

Fixes Asset Additions

Net cash (used) by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Convertible Note - Related Party

Capital Contributions

Net cash(Used) by financing activities

Net increase (decrease) in cash

Cash, at beginning of period

Cash, at end of period

The accompanying notes are an integral part of these financial statements.

ANIMAL CLONING SCIENCES, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

ACCUMULATED FOR THE PERIOD FROM DATE OF REENTERING

DEVELOPMENT STAGE ON SEPTEMBER 3, 2003

(Unaudited)

Deficit

Accumulated

Total

Number of

Additional

During the

Stockholders'

Common

Dollar

Paid-In

Retained

Development

Equity

Value

Capital

Deficit

Stage

(Deficit)

Balance as of September 3, 2003

142,825

11,990,765

(12,797,015)

(806,250)

Net Loss for the period from December 31, 2003

(1,875)

Balance as of December 31, 2003

142,825

11,990,765

(12,797,015)

(1,875)

(808,125)

10-to-1 reverse stock split

2-24-2004 rounding

Shares issued 2/24/04

25,415,000

Shares issued 3/4/04

2,400,000

Shares Cancelled - 4/7/04

(27,815,000)

Net Loss for the period from December 31, 2004

(9,375)

Balance as of December 31, 2004

142,894

11,990,765

(12,797,015)

(11,250)

(817,500)

Net Loss for the period from December 31, 2005

(12,500)

Balance as of December 31, 2005

142,894

11,990,765

(12,797,015)

(23,750)

(817,500)

Net Loss for the period from December 31, 2006

(7,500)

Balance as of December 31, 2006

142,894

11,990,765

(12,797,015)

(31,250)

(825,000)

Net Loss for the period from December 31, 2007

(7,500)

Balance as of December 31, 2007

142,894

11,990,765

(12,797,015)

(38,750)

(832,500)

Net Loss for the period from December 31, 2008

(7,500)

Balance as of December 31, 2008

142,894

11,990,765

(12,797,015)

(46,250)

(840,000)

The accompanying notes are an integral part of these financial statements.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Animal Cloning Sciences, Inc. (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “Accounting and Reporting by Development State Enterprises.”

The condensed consolidated financial statements of Animal Cloning Sciences, Inc. have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements included herein reflect all normal recurring adjustments that in the opinion of management are necessary for fair presentation. The Company has not commenced operations and has no working capital.

Organization, Nature of Business and Trade Name

Animal Cloning Sciences, Inc. (the Company) was organized in Washington on August 16, 1984 as a holding company involved in the cloning of horses. Because of adverse rulings from the U.S. Department of Agriculture in refusing to grant licenses for importing animal embryos into the United States, the Company discontinued its operations and its cloning efforts and sold its ranch facilities during the third quarter of 2003. The results of these transactions were reported in Form 10-QSB for the quarter ending September 30, 2003, and Form 10-KSB for the year ended December 31, 2003.

As of September 3, 2003, the Company is considered to have re-entered the development stage, in accordance with SFAS 7, "Accounting and Reporting by Development Stage Enterprises." 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. The Company's current business plan is to locate a suitable candidate for merger or acquisition.

The primary activity of the Company currently involves seeking a company or companies that it can acquire or with whom it can merge. The Company has not selected any company as an acquisition target or merger partner and does not intend to limit potential candidates to particular field or industry, but does retain the right to limit candidates, if it so chooses, to a particular field or industry. The Company is currently investigating various opportunities as a merger candidate. Currently, the Company has entered into discussions with several small to medium size companies that are looking for merger opportunities.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of Presentation - continued

The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

Estimated

Useful Lives

Office Equipment

5-10 years

Copier

5-7 years

Vehicles

5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

The Company has been in the developmental stage since inception and has no operations since reentering the development stage. The Company currently does not have a means for generating revenue. Revenue and Cost Recognition procedures will be implemented based on the type of company acquired in a merger or acquisition.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cost of Goods Sold

Since the Company is still in the development state formal application of certain procedures have not been implemented. Generally, job costs include all direct materials, and labor costs and those indirect costs related to development and maintenance of the website. Selling, general and administrative costs are charged to expense as incurred. However, Cost of Goods Sold procedures will be dependent on the industry that the identified merger or acquisition candidate is in.

Advertising

Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Animal Cloning Sciences, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Animal Cloning Sciences, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Capital stock

The Company’s articles initially authorized the Company to issue a total of 102,000,000 (One Hundred Two Million) shares of stock, consisting of 2,000,000 (Two Million) shares of preferred stock and 100,000,000 (One Hundred Thousand) shares of common stock, both with no stated par value.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss Per Common Share

SFAS 128, "Earnings per Share," requires a dual presentation of earnings per share-basic and diluted. Basic loss per common share is computed by dividing the net loss for the period by the weighted average shares outstanding. The Company's convertible debt (Note C) is a potentially dilutive security, but does not impact the computation of fully diluted EPS because its effect would be anti-dilutive. Accordingly, basic and diluted losses per share are the same.

Recently Issued Accounting Pronouncements

In December of 2002, the FASB issued SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – An Amendment of FASB Statement No. 123.” SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

In September 2007, the FASB issued SFAS No. 158 (SFAS No. 158), which amends SFAS No. 87, 88, 106 and 132(R). Post application of SFAS 158, an employer should continue to apply the provision in Statements 87, 88, and 106 in measuring plan assets and benefit obligations as of the date of its statement of financial position and in determining the amount of net periodic benefit cost. SFAS 158 requires amounts to be recognized as the funded status of a benefit plan, which is,

the difference between plan assets at fair value and the benefit obligation.

SFAS 158 further requires recognition of gains/losses and prior service costs or credits not recognized pursuant to SFAS No. 87 or SFAS No. 106. Additionally, the measurement date is to be the date of the employer’s fiscal year-end.

SFAS No. 158 requires disclosure in the financial statements effects from delayed recognition of gains/losses, prior service costs or credits, and transition assets or obligations. SFAS No. 158 is effective for years ending after December 15, 2007 for employers with publicly traded equity securities and as of the end of the fiscal year ended after June 15, 2008 for employers without publicly traded equity securities. We do not expect the adoption of SFAS No. 158 to have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2008, the FASB issued Statement No. 159 (FASB No. 159), The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. FASB No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements (continued)

The provisions of FASB No. 159 become effective as of the beginning of our 2009 fiscal year. We do not expect that the adoption of FASB No. 159 will have a material impact on our financial condition, results of operations or cash flows.

In May 2009, the FASB issued FAS 1 65 , “ Subsequent Events ” . This pronouncement establishes standards for accounting for and disclosing subsequent events ( events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 1 65 did not have a material impact on the Company’s financial condition or results of operation.

In June 200 9 , the FASB issued FAS 1 66 , “ Accounting for Transfers of Financial Assets ” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 1 66 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 200 9 , the FASB issued FAS 1 67 , “ Amendments to FASB Interpretation No. 46(R) ” . FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity.

This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 1 67 to have an impact on the Company’s results of operations, financial condition or cash flows.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements (continued)

In June 200 9 , the FASB issued FAS 1 68 , “ The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ” . FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 1 68 to have an impact on the Company’s results of operations, financial condition or cash flows.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.

NOTE B – GOING CONCERN

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations.

Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no on-going operations and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sale of its common stock or through a possible business combination with another entity. There is no assurance that the Company will be successful in raising this additional capital or in establishing profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE B – GOING CONCERN - continued

Management expects to seek potential business opportunity from all known sources but will rely principally on personal contacts of its officers and directors as well as indirect associations between them and other business and professional people. It is not presently anticipated that the Company will engage professional firms specializing in business acquisitions or reorganizations. Management, while not especially experienced in matters relating to the new business of the Company, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.

The officers and directors of the company have paid all expenses related to the activities of seeking other business opportunities and performing all functions necessary for the required SEC filings for this company with the understanding that these expenses will not be reimbursed by the company due to the fact that this is not the only company they are performing these services for.

NOTE C - 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 $.05 per share at the option of the holder for a total of 3,000,000 shares of common stock. 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. At December 31, 2008, the Company had accrued $50,625 in interest. Current year interest expense was $7,500.

The Company's officers and directors have resolved to provide for various expenses incurred by the Company at a minimal cost until such time that a merger candidate is found. These expenses consist of, but are not limited to, accounting, filing requirements, and management services. The costs of these services were $0 and $1,500 during 2008 and 2007, respectively, for a total of $3,000 payable to officers and directors at December 31, 2008.

NOTE D - STOCKHOLDERS' EQUITY

Preferred Stock

During February 2004, the Company's shareholders voted to increase the number of authorized shares from 1,000,000 to 2,000,000. The Company has not issued any preferred stock since inception. The rights for preferred stock not designated as Class A or B will be determined by the Board of Directors prior to issuance.

Class A Preferred Stock.

The Company has designated 1,500 shares of no par value Class A preferred stock. Class A shareholders are not entitled to receive dividends, but are entitled to elect two-thirds of the directors of the Company.

Class B Convertible Preferred Stock.

The Company has designated 110,000 shares of no par value convertible

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE D - STOCKHOLDERS' EQUITY (continued)

Class B preferred stock.

Class B shareholders are entitled to receive dividends in a manner similar to common shareholders when declared by the board of directors. Each Class B share is convertible into one share of common stock at the option of the shareholder, provided that the market price for the Company's common stock is at or above $4.50 per share.

Common Stock.

During February 2004, the Company's shareholders voted to increase the number of shares authorized from 50,000,000 per their articles of incorporation to 100,000,000.

On February 24, 2004, the Company effected a 10-to-1 reverse split on its common stock. The financial statements, for all periods presented have been restated to reflect the stock split.

During February and March 2004, the Company issued 27,815,000 shares of its common stock for the cancellation of salaries payable to officers, the cancellation of a note payable of $150,000, and 100% of the stock of a company with which it was merging. However, during April 2004, the Company reversed the transaction and cancelled the 27,815,000 shares of its previously issued stock for the attempted merger and reduction of liabilities.

NOTE E - INCOME TAXES

The Company accounts for income taxes in accordance with SFAS 109, "Accounting for Income Taxes." SFAS 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. At December 31, 2006, the Company has available unused operating loss carryforwards of approximately $1,337,500, which may be applied against future taxable income and which expire in various years through 2026.

The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effect of which cannot be determined. Because of the uncertainty surrounding the realization of the deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized for the net operating loss carryforwards.

NOTE E - INCOME TAXES

The net deferred tax asset, which is based on an effective tax rate of 34% and consists mainly of net operating loss carryforwards and accrued compensation expense, is approximately $470,675 as of December 31, 2008. It has been fully offset with a valuation allowance, which increased by $2,550 during 2008.

ANIMAL CLONING SCIENCES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIODS ENDING DECEMBER 31, 2008 AND 2007

NOTE F - COMMITMENTS AND CONTINGENCIES

During the period of 1995 through 2003 and in accordance with compensation agreements then in effect, the Company's president and CEO had accumulated $1,020,000 in accrued salaries, of which $645,000 was st

Name	Age	Position
Dempsey K. Mork	65	Chief Executive Officer and Director
Riccardo Mortara	58	President and Director
Darren J. Holm	42	Secretary & Chief Financial Officer and Director

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