UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                          OF THE SECURITIES ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2005

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                          OF THE SECURITIES ACT OF 1934
            FOR THE TRANSITION PERIOD FROM __________ TO ____________

                        COMMISSION FILE NUMBER: 000-8880

                            THE BANKER'S STORE, INC.


             (Exact name of registrant as specified in its charter)



            NEW YORK                                             22-3755756
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                  1535 MEMPHIS JUNCTION ROAD, BOWLING GREEN, KY
                42101 (Address, including zip code, of principal
                               executive offices)

                                 (270) 781-8453
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) 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), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, par value $0.01, 14,954,715 shares outstanding as of April 8,
2005.
<PAGE>


                            THE BANKER'S STORE, INC.

                                   FORM 10-QSB

                                FEBRUARY 28, 2005



                                      INDEX

                         PART I - FINANCIAL INFORMATION

        ITEM 1. FINANCIAL STATEMENTS

                See financial statements beginning on page F-1.

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND PLAN OF OPERATION



The matters discussed in this management's discussion and analysis or plan of
operations contain forward-looking statements that involve risks and
uncertainties. The Company's actual results in our two operating segments could
differ materially from those discussed here. Factors that could cause or
contribute to such differences are discussed elsewhere in this quarterly report
on Form 10-QSB. The Company disclaims, any intent or obligation to update these
forward-looking statements.

OVERVIEW

The Banker's Store, Inc. ("Store") was established in 1968. It remained dormant
for many years until it completed the acquisition of B.G. Banking Equipment,
Inc., ("B.G. Banking") and Financial Building Equipment Exchange, Inc.,
("FBEE"). We are now in the business of buying, selling, refurbishing and
trading new and refurbished financial equipment for banks and other financial
institutions. Commencing during the fourth quarter of the year ended May 31,
2002, we entered the office equipment and furniture retail business. We market
products throughout the United States primarily through direct sales to
financial institutions and other distributors supported by our direct sales
force and soliciting new contacts through our presence on the Internet.

We anticipate that our results of operations may fluctuate for the foreseeable
future due to several factors, including whether and when new products at
competitive prices are obtained and sources of good used banking and banking
related equipment and furniture become available at favorable prices, market
acceptance of current or new products, delays, or inefficiencies, shipment
problems, seasonal customer demand, the timing of significant orders,
competitive pressures on average selling prices and changes in the mix of
products sold.

Operating results would also be adversely affected by a downturn in the market
for our current and future products, order cancellations, or order rescheduling
or remanufacturing or delays. We purchase and resell new merchandise and
remanufacture and ship our other products shortly after receipt of orders. We
have not developed a significant backlog for such products and do not anticipate
developing a material backlog for such products in the future.

Because we plan to increase our operating expenses, primarily for personnel and
activities supporting newly-introduced products, new product development and
entering new markets, our operating results would be adversely affected if our
sales did not correspondingly increase or if our product development efforts are
unsuccessful or are subject to delays.

                                        2
<PAGE>

We may not be able to sustain revenue growth on a quarterly or annual basis and
our operating results may not be consistent with predictions, if any, made by
securities analysts.

RECENT ACCOUNTING PRONOUNCEMENTS:


In December 2004, the FASB issued SFAS No. 123(R) (revised 2004), "Share-Based
Payment" ("SFAS123R"), which amends FASB Statement No. 123 and will be effective
for public companies for interim or annual periods beginning after December 15,
2005. SFAS123R will require us to expense employee stock options and other
share-based payments. The FASB believes the use of a binomial lattice model for
option valuation is capable of more fully reflecting certain characteristics of
employee share options compared to the Black-Scholes options pricing model.
SFAS123R may be adopted in one of three ways - the modified prospective
transition method, a variation of the modified prospective transition method or
the modified retrospective transition method. The adoption of SFAS123R is not
expected to have a material impact on our consolidated financial position and
results of operations.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4, ("SFAS151")." SFAS151 amends the guidance in ARB No.
43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB No. 43, Chapter 4, previously stated that
"...under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges ..." SFAS151 requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, SFAS151 requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The provisions of SFAS151 shall be
applied prospectively and are effective for inventory costs incurred during
fiscal years beginning after June 15, 2005, with earlier application permitted
for inventory costs incurred during fiscal years beginning after the date this
Statement was issued. The adoption of SFAS151 is not expected to have a material
impact on our consolidated financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29", ("SFAS153"). The guidance in APB
Opinion No. 29, "Accounting for Nonmonetary Transactions , " is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of assets exchanged. The guidance in that Opinion, however, included
certain exceptions to that principle. SFAS153 amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS153 is effective for nonmonetary exchanges occurring
in fiscal periods beginning after June 15, 2005. The adoption of SFAS153 is not
expected to have a material impact on our financial position and results of
operations.

SUMMARY OF SIGNIFICANT ACCOUNTING ESTIMATES, RELATED PARTY TRANSACTIONS AND
CONTINGENCIES:

SIGNIFICANT ACCOUNTING ESTIMATES:

Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in conformity with accounting principles generally accepted in the
United States of America. The preparation of these condensed consolidated
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. On an on-going basis, we
evaluate our estimates, including those related to accounts receivable,
inventories, equipment and improvements, income taxes and contingencies. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The accounting
estimates used as of May 31, 2004 and as outlined in our previously filed Form
10-KSB have been applied consistently for the nine and three months ended
February 28, 2005.

RELATED PARTY TRANSACTIONS:

On August 1, 1998, the Company entered into a three-year operating lease with
our President and principal stockholder, Paul Clark, for the lease of an
aggregate of 23,976 square feet of office and warehouse space located in Bowling
Green, Kentucky. The lease provides for a monthly rent of $5,000 plus applicable
real estate taxes and maintenance expenses. This lease has been recently renewed
to 2007 on substantially the same terms.

On September 20, 2002, Paul Clark purchased an additional building located at
370 Cal Batsel Road, Bowling Green, Kentucky for $225,000. It primarily consists
of a showroom and is being leased from him under a month to month lease at
$2,200 per month, plus taxes and maintenance expenses, pursuant to a lease that
has also recently been extended to 2007.


                                       3
<PAGE>

ADVANCES FROM PRINCIPAL STOCKHOLDER:

From time to time, our president and principal stockholder advances cash to the
Company. These advances are noninterest bearing and are to be repaid on demand.

CONTINGENCIES:

PRIVATE PLACEMENT - B.G. BANKING:

Prior to the Store's reverse merger with B.G. Banking and FBEE that occurred in
May 1998, B.G Banking offered and received subscriptions for 126,500 shares of
its common stock at $1.00 per share. Subsequent to the date of the reverse
merger, the subscribers of shares of B.G. Banking's common stock were offered
and they received shares of common stock in the Store at a ratio of 1 share of
B.G. Banking common stock to 1.5 shares of the Store's common stock. We issued
189,750 shares of its common stock in satisfaction of the subscription
agreements at a value of $.67 per share.

Two of our directors, acting individually as principals of Taurus Investments
International, Inc. (a Nevada corporation) (collectively "Taurus"), and as
directors of B.G. Banking prior to its acquisition by the Store and subsequent
to the acquisition becoming directors of the Company, offered and sold on behalf
of B.G. Banking what Taurus has admitted to being an aggregate of 304,500 shares
of B.G. Banking's common stock for an aggregate consideration of $304,500.
Taurus has remitted to the Store net proceeds of $109,674 and claims the
difference of $194,826 as payment for expenses and commissions. In addition,
Taurus has refused to disclose the names and numbers of shares of common stock
and refused to remit to the Store the proceeds of the shares sold. As of
February 28, 2005, Taurus has failed to turn over the balance of money, provide
the names of the stock subscribers and the number of shares of common stock
purchased.

Based upon the accounting provided by Taurus to the Store, the Store may be
liable for the issuance of up to 329,500 shares of common stock if and when
Taurus substantiates their representation as to the number of shares of common
stock sold and aggregate consideration. This number of shares represents the
number of shares admittedly sold by Taurus for which the purchases have as yet
remained unidentified.

We may also be forced to defend ourself against actions to be brought by unknown
subscribers to shares of common stock of B.G. Banking whose purchase price has
never been disclosed or delivered to the Store. We are aware of one alleged
purchaser who claims to have delivered funds to Taurus and whose funds were
apparently not turned over to us. In the opinion of management, the Store has no
liability to such purchasers and intends to vigorously defend such actions, if
and when brought.

We have received approximately $42,000 from Taurus relating to the purchase of
shares by an unknown investor in June 1999. We are holding such funds in escrow
pending disposition.

In December 2004, the Company issued 7,500 shares of common stock to one of the
subscribers.

As of February 28, 2005, we have reserved 322,000 shares of common stock pending
possible issuance of shares in satisfaction of outstanding subscription
agreements.

LITIGATION:

On February 29, 2000, Alexander C. Brosda and Andrew Seim filed an action in the
United States District Court in Florida against the Store. The action alleges
that we violated the Securities and Exchange Act of 1934, as amended, and
various Florida statutes, by failing to affect the exchange of 150,000 shares of
B.G. Banking common stock held by Brosda and Seim for 225,000 shares of our
common stock. On June 5, 2000, we filed a motion to dismiss the complaint for
failure to state a claim, improper venue and lack of jurisdiction, respectively.
On January 23, 2001, the court dismissed the plaintiff's claims alleging
violations of the Securities Exchange Act of 1934. The plaintiffs did not file
an amended complaint, and the action has been dismissed by the court without
prejudice.

However, on September 26, 2001, Taurus Venture Capital Fund, LLC and Taurus
filed a similar claim against the Store and our President, Paul Clark. The claim
seeks $2,000,000 for actual damages based upon a per share price of $4.50,
treble damages of $6,615,000 plus interest and fees. In November 2001, the
Company and its president filed a motion to discuss or abate the action. On May
30, 2002, the court issued a decision denying the motion to dismiss.

                                        4


<PAGE>

On August 6, 2002, the Company and the President filed an answer, affirmative
defenses and counterclaims against plaintiffs, denying the allegations in the
complaint and alleging as counterclaims the same claims as are alleged in the
following described action pending in New York State, seeking damages in the
amount of not less than $1,700,000 for breach of fiduciary duty, breach of
contract, conversion and unjust enrichment, and seeking an accounting of
plaintiffs' books and records. The Company believes that they have meritorious
defenses and intends to vigorously defend the action. On May 28, 2003, the
Company and its president filed a motion to dismiss the action. The deposition
of the Company's President was conducted on October 26, 2004. A hearing on the
motion is presently being scheduled.

On March 7, 2000, we filed an action in the Supreme Court of New York, County of
New York, against Taurus, seeking an amount of not less than $1,700,000 for
breach of fiduciary duty, breach of contract, conversion and unjust enrichment
and seeking an accounting of Taurus' books and records. The action arises out of
B.G. Banking's confidential private placement memorandum dated January 31, 1998
for the sale of 3,000,000 shares of common stock at $1.00 per share. Taurus
filed a motion to dismiss the action which the court denied on October 5, 2000.
On November 15, 2000 a motion filed by Taurus counsel to be relieved as counsel
was granted. On December 14, 2000, the court granted our oral motion for the
entry of a default judgment against Taurus. On May 4, 2001, the court granted
the motion filed by the defendant and, as a result, the action has been
transferred to the New York State Supreme Court, Delaware County. The Company is
awaiting a date for a hearing on its claim against the plaintiff for damages.
The Company intends to continue to litigate this action.

Although we cannot predict the outcome of the litigation described above, we do
not believe that the ultimate outcome will have any material adverse effect on
our consolidated financial statements in subsequent periods.

RESULTS OF OPERATIONS

The following table sets forth operating data as a percentage of revenue for the
nine and three months ended February 28, 2005 and 2004:



                                      Nine months ended     Three months ended
                                         February 28,         February 28,
                                     2005           2004    2005        2004
                                    ---------------------  -------------------

    Revenue                         100.0%         100.0%    100.0%    100.0%
    Cost of goods sold               78.7%          75.3%     76.0%     81.0%
                                    -----          -----     -----     -----

    Gross profit                     21.3%          24.7%     24.0%     19.0%

    Selling, general and
    administrative expenses          25.0%          24.8%     20.8%     26.1%
                                    -----          -----     -----     -----

    Income (loss) from operations    (3.7)%         (.1)%      3.2%     (7.1)%
    Other income (expense)             -  %           .5%       - %      2.0 %
                                    -----          -----     -----     -----

    Net income (loss)                (3.7)%          .4%       3.2%     (5.1)%
                                    =====          =====      =====     =====



                                        5
<PAGE>

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005 AS COMPARED TO
THE NINE MONTHS ENDED FEBRUARY 28, 2004.

Revenues were approximately $2,031,000 for the nine months ended February 28,
2005 as compared to approximately $1,902,000 for the nine months ended February
28, 2004 reflecting a increase of approximately $129,000 or 6.8%. This increase
in sales during the nine months ended February 28, 2005 is primarily due to an
increase in spending by financial institutions during the period.

Cost of goods sold and related expenses for the nine months ended February 28,
2005 were approximately $1,599,000 or 78.7% of net sales as compared to
approximately $1,433,000 or 75.3% of net sales for the nine months ended
February 28, 2004. Gross profit decreased during the nine months ended February
28, 2005 as compared to the nine months ended February 28, 2004 primarily due to
the ratio of refurbished products sold to new products sold. During this period
we sold more new products which carry a lower gross profit percentage.

Selling, general and administrative expenses were approximately $507,000 for the
nine months ended February 28, 2005 as compared to approximately $471,000 for
the nine months ended February 28, 2004 reflecting an increase of approximately
$36,000 or 7.6% over the same period last year. The increase is mainly due to
the addition of three new employees during the year.

As a result of the aforementioned, the Company incurred a net loss during the
nine months ended February 28, 2005 of approximately $77,000 as opposed to net
income of approximately $8,000 for the comparable prior period.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2005 AS COMPARED
TO THE THREE MONTHS ENDED FEBRUARY 28, 2004.

REVENUES:

Revenues were approximately $746,000 for the three months ended February 28,
2005 as compared to approximately $603,000 for the three months ended February
28, 2004 reflecting an increase of approximately $143,000 or 23.7%. The increase
in revenues during the three months ended February 28, 2005 was caused primarily
by the increase in spending by financial institutions during the period.

COST OF GOODS SOLD:

Cost of goods sold and related expenses for the three months ended February 28,
2005 were approximately $567,000 or 76% of net sales as compared to
approximately $489,000 or 81% of net sales for the three months ended February
28, 2004. Gross profit increased during the three months ended February 28, 2005
as compared to the three months ended February 28, 2004 primarily due to the
ratio of refurbished products sold to new products sold. During this quarter we
sold more refurbished products which carry a higher gross profit percentage.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative expenses were approximately $155,000 for the
three months ended February 28, 2005 as compared to approximately $157,000 for
the three months ended February 28, 2004 reflecting an decrease of approximately
$2,000 or 1.3% over the same period last year. The decrease is mainly due to the
loss of 1 employee and a decrease in professional services.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations through revenues from operations,
private and public placements of equity securities, debt and capital lease
financing and interest income earned on the net proceeds from the private
placements.

                                        6
<PAGE>

We had cash and cash equivalents of $268,119 and working capital of $272,263 at
February 28, 2005. During the nine months ended February 28, 2005, our cash and
cash equivalents decreased by $14,324. Cash and cash equivalents provided by
operations was $32,608 primarily due to an increase in inventory and accounts
receivable of $49,228 and $47,760, respectively, and a net loss of $76,734. The
decrease in cash flows from operations were completely offset by increases in
accounts payable and accrued expenses and customer deposits of $133,749 and
$41,647, respectively. During the nine months ended February 28, 2005, we also
received net cash advances of $17,550 from our principal stockholder and
proceeds of $18,436 from long-term debt. We used part of these proceeds to
purchase new and preowned equipment and make principal payments on long-term
debt of $12,473.

We are evaluating various alternatives in addressing our future facilities
expansion needs. The alternatives being evaluated include negotiations with
various parties for the leasing of additional facility space and the purchase of
additional property to build a new or additional office and warehousing
facility. Relocation to a new facility or leasing of additional facility space
would be expected to result in an increase in rent upon occupancy. We believe
that our available cash, cash from operations and funds from existing credit
arrangements will be sufficient to satisfy our funding needs for at least the
next 12 months. Thereafter, if cash generated from operations is insufficient to
satisfy our working capital and capital expenditure requirements, we may be
required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such additional capital, if
needed, will be available on satisfactory terms, if at all. Furthermore, any
additional equity financing may be dilutive to stockholders, and debt financing,
if available, may include restrictive covenants. Our future liquidity and
capital funding requirements will depend on numerous factors, including the
extent to which our new products and products under consideration are
successfully developed, gain market acceptance and become and remain
competitive, the timing and results of regulatory actions in the banking
industry, the costs and timing of further expansion of sales, marketing and
manufacturing activities and facilities expansion needs. The failure by us to
raise capital on acceptable terms when needed could have a material adverse
effect on our business, financial condition and results of operations.

ITEM 3. CONTROLS AND PROCEDURES

(a) DISCLOSURE CONTROLS AND PROCEDURES. As of February 28, 2005, the Company
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures. The Company's disclosure controls and procedures are
the controls and other procedures that it designed to ensure that it records,
processes, summarizes and reports in a timely manner the information it must
disclose in reports that it files with or submits to the Securities and Exchange
Commission. Paul D. Clark, the Company's President, CEO and CFO, supervised and
participated in this evaluation. Based on this evaluation, Mr. Clark concluded
that, as of the date of their evaluation, the Company's disclosure controls and
procedures were effective.

(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls
over financial reporting known to the Chief Executive Officer and Chief
Financial Officer that occurred during the period covered by this report that
was materially affected, or is likely to materially effect, the Company's
internal control over financial reporting.

                                        7
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No material developments occurred during the quarter with respect to our
on-going litigation. For a discussion of this litigation, please see Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operation-Litigation herein.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

31.1 Certification Pursuant to Rule 13a-14(a) of Paul Clark

32.1 Certification of Paul Clark





                                        8
<PAGE>
                              FINANCIAL STATEMENTS

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                                    I N D E X

                                     P A G E



CONDENSED CONSOLIDATED BALANCE SHEET
FEBRUARY 28, 2005 (UNAUDITED)                                                F-2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED FEBRUARY 28, 2005 AND 2004 (UNAUDITED)           F-3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2005 AND 2004 (UNAUDITED)                     F-4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)       F-5 - F-9

* * *





                                       F-1

<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 2005
                                   (Unaudited)

                                     ASSETS



Current assets:
     Cash and cash equivalents                                       $  268,119
     Accounts receivable, net                                           318,074
     Inventories                                                        668,575
     Prepaid expenses and other current assets                           46,525
                                                                     ----------
              Total current assets                                    1,301,293

Equipment and improvements, net                                         124,502
Other assets                                                              7,332
                                                                     ----------

              Total                                                  $1,433,127
                                                                     ==========



                      LIABILITIES AND STOCKHOLDERS' EQUITY



Current liabilities:
     Current portion of long-term debt                               $   15,116
     Accounts payable and accrued expenses                              243,360
     Customer deposits                                                  295,413
     Advances from principal stockholder                                433,141
     Private placement funds in dispute                                  42,000
                                                                     ----------
              Total current liabilities                               1,029,030

Long-term debt, net of current portion                                   12,513
                                                                     ----------
              Total liabilities                                       1,041,543
                                                                     ----------

Contingencies

Stockholders' equity:
     Common stock, $.01 par value; 80,000,000 shares
         authorized; 14,954,715 shares outstanding                      149,548
     Additional paid-in capital                                         497,141
     Accumulated deficit                                               (253,105)
     Less treasury stock 2,000 shares (at cost)                          (2,000)
                                                                     ----------
              Total stockholders' equity                                391,584
                                                                     ----------

              Total                                                  $1,433,127
                                                                     ==========



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-2


<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             NINE AND THREE MONTHS ENDED FEBRUARY 28, 2005 AND 2004
                                   (Unaudited)

                                  NINE MONTHS ENDED        THREE MONTHS ENDED
                                     FEBRUARY 28,              FEBRUARY 28,
                                  2005         2004         2005        2004
                               ----------   ----------   ----------  ----------
Revenue                        $2,030,615   $1,902,366   $  745,833  $  603,284

Cost of goods sold              1,599,009    1,433,249      567,176     488,693
                               ----------   ----------   ----------  ----------

Gross profit                      431,606      469,117      178,657     114,591

Selling, general and
administrative expenses           507,324      470,925      154,678     157,492
                               ----------   ----------   ----------  ----------

Income (loss) from operations     (75,718)      (1,808)      23,979     (42,901)

Other income (expense)             (1,016)       9,397         (663)     12,238
                               ----------   ----------   ----------  ----------

Net income (loss)              $  (76,734)      $7,589      $23,316    $(30,663)
                               ==========   ==========   ==========  ==========

Basic earnings (loss) per
common share                   $     (.01)  $       --   $     --         --
                               ==========   ==========   ==========  ==========

Basic weighted average number
of common shares outstanding   14,949,303   14,947,215   14,953,548  14,947,215
                               ==========   ==========   ==========  ==========



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-3
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED FEBRUARY 28, 2005 AND 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                     2005            2004
                                                                                  ----------      ----------
<S>                                                                               <C>             <C>

Operating activities:
     Net income (loss)                                                            $ (76,734)        $ 7,589
     Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
         Depreciation and amortization                                               27,015          24,145
         Changes in operating assets and liabilities:
              Accounts receivable                                                   (47,760)       (150,332)
              Inventories                                                           (49,228)        (77,363)
              Prepaid expenses and other current assets                               3,919          (2,847)
              Accounts payable and accrued expenses                                 133,749          41,076
              Customer deposits                                                      41,646         141,819
                                                                                  ----------      ----------
                      Net cash provided by (used in) operating activities            32,607         (15,913)
                                                                                  ----------      ---------

Investing activities - capital expenditures                                         (68,444)        (27,531)
                                                                                  ----------      ----------

Financing activities:
     Principal payments on long-term debt                                           (12,473)         (8,545)
     Proceeds from long-term debt                                                    18,436          10,086
     Loan payable - principal stockholder                                            17,550          19,800
     Purchase of treasury stock                                                      (2,000)
                                                                                  ----------      ----------
                      Net cash provided by financing activities                      21,513          21,341
                                                                                  ----------      ----------

Net decrease in cash and cash equivalents                                           (14,324)        (22,103)
Cash and cash equivalents, beginning of period                                      282,443         239,744
                                                                                  ----------      ----------

Cash and cash equivalents, end of period                                          $ 268,119      $  217,641
                                                                                  ==========      ==========


Supplemental disclosure of cash flow information:
     Interest paid                                                                $   1,528       $   1,514
                                                                                  ==========      ==========

</TABLE>


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-4
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the financial position of The Banker's
Store, Inc. and Subsidiaries (the "Company") as of February 28, 2005, and the
Company's results of operations and cash flows for the nine and three months
ended February 28, 2005 and 2004. Pursuant to the rules and regulations of the
United States Securities and Exchange Commission (the "SEC"), certain
information and disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been condensed in or omitted from these consolidated financial
statements unless significant changes have taken place since the end of the most
recent fiscal year. Accordingly, these unaudited condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements as of May 31, 2004 and for the years ended May 31, 2004 and
2003 and the notes thereto (the "Audited Financial Statements") and the other
information included in the Company's Annual Report on Form 10-KSB (the "Form
10-KSB") for the year ended May 31, 2004.

The consolidated results of operations for the nine and three months ended
February 28, 2005 are not necessarily indicative of the results to be expected
for the full year.

NOTE 2 - EARNINGS (LOSS) PER COMMON SHARE:

The Company presents "basic" earnings (loss) per common share and, if
applicable, "diluted" earnings per common share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"). Basic earnings (loss) per share is calculated by dividing net income or
loss by the weighted average number of common shares outstanding during each
period. The calculation of diluted earnings per share is similar to that of
basic earnings per share, except that the denominator is increased to include
the number of additional common shares that would have been outstanding if all
potentially dilutive securities, such as those issuable upon the exercise of
stock options, were issued during the period. The Company did not have any
potentially dilutive securities outstanding at February 28, 2005 or 2004.

NOTE 3 - INCOME TAXES:

As of February 28, 2005, the Company had net operating loss carryforwards of
approximately $144,000 available to reduce future Federal taxable income which
will expire at various dates through 2023. Due to the uncertainties related to,
the extent and timing of its future taxable income, the Company offset the
deferred tax assets attributable to the potential benefits of approximately
$151,000 from the utilization of those net operating loss carryforwards and its
other deferred tax assets by an equivalent valuation allowance as of February
28, 2005.

                                       F-5
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 3 - INCOME TAXES (CONCLUDED):

The Company had also offset the potential benefits from its deferred tax assets
by equivalent valuation allowances during the year ended May 31, 2004. As a
result of the increase (decrease) in the valuation allowance of $24,000 and
$(9,000) for the nine and three months ended February 28, 2005, respectively,
and increase in the valuation allowance of $7,000 and $25,000 for the nine and
three months ended February 28, 2004, respectively, the Company did not
recognize any income taxes in the accompanying condensed consolidated statements
of operations to offset its pre-tax income and loss in those periods.

NOTE 4 - CONTINGENCIES:

Private placement - B.G. Banking:

Prior to The Banker's Store, Inc.'s reverse acquisition with B.G. Banking and
FBEE on May 31, 1998, B.G. Banking offered and received subscriptions for
126,500 shares of its common stock at $1.00 per share. Subsequent to the date of
the reverse merger, the subscribers to shares of B.G. Banking's common stock
were offered and they received shares of common stock in The Banker's Store,
Inc. at a ratio of 1 share of B.G. Banking common stock to 1.5 shares of The
Banker's Store Inc.'s common stock. The Company issued 189,750 shares of its
common stock in satisfaction of the subscription agreements at a value of $.67
per share.

Two of the Company's directors, acting individually as principals of Taurus
Investments International, Inc. (a Nevada corporation) (collectively "Taurus"),
and as directors of B.G. Banking prior to its acquisition by The Banker's Store,
Inc. and subsequent to the acquisition becoming directors of the Company,
offered and sold on behalf of B.G. Banking what Taurus has admitted to being an
aggregate of 304,500 shares of B.G. Banking's common stock for an aggregate
consideration of $304,500. Taurus has remitted to the Company net proceeds of
$109,674 and claims the difference of $194,826 as payment for expenses and
commissions. In addition, Taurus has refused to disclose the names and numbers
of shares of common stock and refused to remit to the Company the proceeds of
the shares sold. As of February 28, 2005, Taurus has failed to turn over the
balance of money, provide the names of the stock subscribers and the number of
shares of common stock purchased.

Based upon the accounting provided by Taurus to the Company, the Company may be
liable for the issuance of up to 329,500 shares of common stock if and when
Taurus substantiates their representation as to the number of shares of common
stock sold and the aggregate consideration. This number of shares represents the
number of shares admittedly sold by Taurus for which the purchasers have as yet
remained unidentified.

                                       F-6
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - CONTINGENCIES (CONTINUED):

Private placement - B.G. Banking (concluded):

The Company may also be forced to defend itself against actions to be brought by
unknown subscribers to shares of common stock of B.G. Banking whose purchase
price has never been disclosed or delivered to the Company. The Company is aware
of one alleged purchaser who claims to have delivered funds to Taurus and whose
funds were apparently not turned over to the Company. In the opinion of
management, the Company has no liability to such purchasers and intends to
vigorously defend such actions, if and when brought.

The Company has received approximately $42,000 from Taurus relating to the
purchase of shares by an unknown investor in June 1999. The Company is holding
such funds in escrow pending disposition.

In December 2004, the Company issued 7,500 shares of common stock to one of the
subscribers.

As of February 28, 2005, the Company has reserved 322,000 shares of common stock
pending possible issuance of shares in satisfaction of outstanding subscription
agreements.


LITIGATION:

On February 29, 2000, Alexander C. Brosda and Andrew Seim filed an action in the
United States District Court in Florida against the Company. The action alleges
that the Company violated the Securities Exchange Act of 1934, as amended, and
various Florida statutes, by failing to effect the exchange of 150,000 shares of
B.G. Banking common stock held by Brosda and Seim for 225,000 shares of the
Company's common stock. On June 5, 2000, the Company filed a motion to dismiss
the complaint for failure to state a claim, improper venue and lack of
jurisdiction, respectively. On January 23, 2001, the court dismissed the
plaintiffs' claims alleging violations of the Securities Exchange Act of 1934.
The plaintiffs did not file an amended complaint, and the action has been
dismissed by the court without prejudice.

However, on September 26, 2001, Taurus Venture Capital Fund, LLC and Taurus
filed a similar claim against the Company and its president. The claim seeks
$2,000,000 for actual damages based upon a per share price of $4.50, treble
damages of $6,615,000 plus interest and fees. In November 2001, the Company and
its president filed a motion to dismiss or abate the action. On May 30, 2002,
the court issued a decision denying the motion to dismiss.

On August 6, 2002, the Company and the President filed an answer, affirmative
defenses and counterclaims against plaintiffs, denying the allegations in the
complaint and alleging as counterclaims the same claims as are alleged in the
following described action pending in New York State, seeking damages in the
amount of not less than $1,700,000 for breach of fiduciary duty, breach of
contract, conversion of unjust enrichment, and seeking an accounting of
plaintiff's books and records. The Company believes that they have meritorious
defenses and intends to vigorously defend the action. On May 28, 2003, the
Company and its president filed a motion to dismiss the action. The deposition
of the Company's President was conducted on October 26, 2004. A hearing on the
motion is presently being scheduled.

                                       F-7
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - CONTINGENCIES (CONCLUDED):

LITIGATION (CONCLUDED):

On March 7, 2000, the Company filed an action in the Supreme Court of New York,
County of New York, against Taurus, seeking an amount of not less than
$1,700,000 for breach of fiduciary duty, breach of contract, conversion and
unjust enrichment and seeking an accounting of Taurus' books and records. The
action arises out of B.G. Banking's confidential private placement memorandum
dated January 31, 1998 for the sale of 3,000,000 shares of common stock at $1.00
per share. Taurus filed a motion to dismiss the action which the court denied on
October 5, 2000. On November 15, 2000, a motion filed by Taurus' counsel to be
relieved as counsel was granted. On December 14, 2000, the court granted the
Company's oral motion for the entry of a default judgment against Taurus. On May
4, 2001, the court granted a motion filed by the defendant and, as a result, the
action has been transferred to the New York State Supreme Court, Delaware
County. The Company is awaiting a date for a hearing on its claim against the
plaintiff for damages. The Company intends to continue to litigate this action.

Although it cannot predict the outcome of the litigation described above,
management does not believe that the ultimate outcome of the claims brought by
the plaintiffs will have any material adverse effects on the Company's
consolidated financial statements in subsequent periods.

NOTE 5 - SEGMENT INFORMATION:

The Company has adopted the provisions of Statements of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131"). Pursuant to the provisions of SFAS 131, the Company is
reporting segment sales, cost of goods sold, gross margins and inventories in
the same format reviewed by the Company's management (the "management
approach"). The Company has two reporting segments: "Banking Equipment" and
"Office Equipment." The Banking Equipment segment is comprised of the operations
connected with the buying, selling and trading of new and refurbished financial
equipment for banks and other financial institutions. The Office Equipment
segment is comprised of buying and selling office equipment and supplies.

Revenue, cost of sales and other related segment information follows as of
February 28, 2005 and for the nine and three months ended February 28, 2005 and
2004:

                                       F-8
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 - SEGMENT INFORMATION (CONCLUDED):

                                   NINE MONTHS ENDED        THREE MONTHS ENDED

                                      FEBRUARY 28,              FEBRUARY 28,
                                   2005        2004           2005       2004
                                ----------  -----------     --------   --------
  Revenue:
      Banking Equipment         $1,812,672  $ 1,692,460    $ 670,130   $529,857
      Office Equipment             217,943      209,906       75,703     73,427
                                ----------  -----------     --------   --------

            Totals              $2,030,615  $ 1,902,366    $ 745,833   $603,284
                                ==========  ===========    =========   ========

  Cost of goods sold:
      Banking Equipment         $1,463,864  $ 1,299,884    $ 520,055   $442,500
      Office Equipment             135,145      133,365       47,121     46,193
                                ----------  -----------    ---------   --------

            Totals              $1,599,009  $ 1,433,249    $ 567,176   $488,693
                                ==========  ===========    =========   ========

  Gross profit:
      Banking Equipment         $  348,808  $   392,576    $ 150,075    $87,357
      Office Equipment              82,798       76,541       28,582     27,234
                                ----------  -----------     --------    -------

            Totals              $  431,606  $   469,117    $ 178,657   $114,591
                                ==========  ===========    =========   ========

  Segment assets:
      Inventories:
         Banking Equipment      $  652,144
         Office Equipment           16,431
                                ----------
            Totals                 668,575

      Other assets                 764,552
                                ----------

            Total assets        $1,433,127
                                ==========

* * *

                                       F-9
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            THE BANKER'S STORE, INC.





                                           BY: /s/ PAUL D. CLARK
                                               -----------------
                                           PAUL D. CLARK, PRESIDENT, CEO,
                                           CHIEF FINANCIAL OFFICER, AND DIRECTOR
                                           (PRINCIPAL EXECUTIVE OFFICER)



DATE: APRIL 13, 2005