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 29, 2004

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: 000-08880

                            THE BANKER'S STORE, INC.
             (Exact name of registrant as specified in its charter)

             NEW YORK                                   11-2196303
  (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 equity, as of the latest practicable date:

     Common stock, par value $0.01: 14947215 shares outstanding as of April 16,
2004.


Transitional Small Business Disclosure Format (Check one): Yes [   ]   No [ x ]


<PAGE>

                            THE BANKER'S STORE, INC.

                                   FORM 10-QSB

                                FEBRUARY 28, 2004

                         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
              RESULTS OF OPERATION

The matters  discussed in this  management's  discussion and analysis or plan of
operation   contains   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.  (the "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  and trading new and
refurbishing  financial  equipment for banks and other  financial  institutions.
During  fiscal 2002, we also 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 do not correspondingly  increase or if our product development efforts are
unsuccessful or are subject to delays.

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.

<PAGE>

SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES,  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  those  estimated  under  different
                  assumptions or conditions. The accounting estimates used as of
                  May 31,  2003 and as  outlined  in our  previously  filed form
                  10-KSB  have been  applied  consistently  for the nine  months
                  ended February 29, 2004.

Related party transactions:

                  On August 1, 1998,  we  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. We have
                  extended the lease through August 2004 under the same terms.

                  On September  20,  2002,  Paul Clark  purchased an  additional
                  building in Bowling Green, Kentucky for $225,000, which we are
                  currently using as warehouse space, and leasing from him under
                  a month-to-month lease for $2,200 per month.

Contingencies:

         Private placement - B.G. Banking:

                  Prior to the  Store's  reverse  merger  with B.G.  Banking and
                  FBEE,  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

<PAGE>

                  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  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 29, 2004,  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.

                  As of February 29, 2004,  we have reserved  329,500  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  Exchange  Act of 1934,  as

<PAGE>

                  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
                  Store and our President filed a motion to discuss or abate the
                  action  and are  awaiting  the  scheduling  by the  court of a
                  hearing on the motion.  On May 30,  2002,  the court  issued a
                  decision denying the motion to dismiss.

                  On August 6, 2002,  we 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
                  plaintiffs'  books  and  records.  We  believe  that they have
                  meritorious  defenses  and  intend to  vigorously  defend  the
                  action.  On May 28, 2003, the Store and our President  filed a
                  motion to dismiss the action and are awaiting  the  scheduling
                  by the court of a hearing on the motion.

                  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.  We are awaiting a date for a hearing
                  on  plaintiff's  damages.  We intend to continue to vigorously
                  pursue our litigation against the plaintiff.

<PAGE>

RESULTS OF OPERATIONS

The following table sets forth operating data as a percentage of revenue for the
nine and three months ended February 29, 2004 and February 28, 2003:

<TABLE>
<CAPTION>
                                            Nine Months Ended        Three Months Ended
                                                 February,                 February,
                                            2004         2003          2004        2003
                                           -----------------         ------------------
<S>                                        <C>          <C>           <C>         <C>
Revenue                                    100.0%       100.0%        100.0%      100.0%
Cost of goods sold                          75.3%        71.2%         81.0%       81.6%
                                           -----        -----         -----       -----

Gross profit                                24.7%        28.8%         19.0%       18.4%

Expenses                                    24.8%        28.8%         26.1%       20.8%
                                           -----        -----         -----       -----

Income (loss) from operations                (.1)%          -%         (7.1)%      (2.4)%
Other                                         .5%           -%          2.0%          -%
                                           -----        -----         -----       -----

Net income (loss)                             .4%           -%         (5.1)%      (2.4)%
                                           =====        =====         =====       =====
</TABLE>

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 29, 2004 AS COMPARED TO
THE NINE MONTHS ENDED FEBRUARY 28, 2003.

Revenue:

Revenue was approximately $1,902,000 for the nine months ended February 29, 2004
as compared to  approximately  $1,883,000 for the nine months ended February 28,
2003  reflecting an increase of  approximately  $19,000 or 1.0%. The increase in
revenue during the nine months ended  February 29, 2004 was caused  primarily by
the increase in sales of office equipment during the period.

Cost of goods sold:

Cost  of  goods  sold  for  the  nine  months  ended   February  29,  2004  were
approximately  $1,433,000  or 75.3% of  revenue  as  compared  to  approximately
$1,342,000  or 71.2% of revenue for the nine months  ended  February  28,  2003.
Gross  profit  decreased  during the nine  months  ended  February  29,  2004 as
compared to the nine months ended  February 28, 2003  primarily due to the ratio
of  refurbished  products sold to new products  sold. The sale of refurbished or
used  items  carries a much  higher  gross  profit  than the sales of new items.
During the nine months ended  February 29, 2004, the Company sold a larger ratio
of new products as compared to the nine months ended February 28, 2003.

<PAGE>

Selling, general and administrative expenses:

Selling, general and administrative expenses were approximately $471,000 for the
nine months ended  February 29, 2004 as compared to  approximately  $540,000 for
the nine months ended February 28, 2003  reflecting a decrease of  approximately
$69,000 or 12.8% over the same period last year. The decrease is mainly due to a
decrease  in  professional  fees  incurred  relating to the  litigation  and SEC
compliance matters during the nine months ended February 29, 2004 as compared to
the nine months ended February 28, 2003.

Net income (loss):

As a result of the  aforementioned,  the  Company's  net income  during the nine
months  ended   February  29,  2004   increased  by   approximately   $7,000  to
approximately  $8,000 as opposed to a net loss of  approximately  $1,000 for the
comparable prior period.

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED  FEBRUARY 29, 2004 AS COMPARED
TO THE THREE MONTHS ENDED FEBRUARY 28, 2003.

Revenues:

Revenue was approximately  $603,000 for the three months ended February 29, 2004
as compared to  approximately  $791,000 for the three months ended  February 28,
2003 reflecting a decrease of  approximately  $188,000 or 23.8%. The decrease in
revenue  during the three months ended  February 29, 2004 was primarily due to a
decrease  in  spending  by  financial  institutions  at the  end of the  year as
appropriations for the year had been exhausted.

Cost of goods sold:

Cost  of  goods  sold  for  the  three  months  ended  February  29,  2004  were
approximately $489,000 or 81.0% of revenue as compared to approximately $645,000
or 81.6% of revenue for the three months ended  February 28, 2003.  Gross profit
increased  slightly  during the three months ended February 29, 2004 as compared
to the three  months  ended  February  28,  2003 which can be  attributed  to an
increase in sales of office  equipment,  which carry a higher  gross profit than
sales of banking equipment.

Selling, general and administrative expenses:

Selling, general and administrative expenses were approximately $157,000 for the
three months ended February 29, 2004 as compared to  approximately  $164,000 for
the three months ended February 28, 2003 reflecting a decrease of  approximately
$7,000 or 4.3% over the same period last year.  The  decrease is mainly due to a
decrease  in  professional  fees  incurred  relating to the  litigation  and SEC
compliance  matters  during

<PAGE>

the three months  ended  February 29, 2004 as compared to the three months ended
February 28, 2003.

Net loss:

As a result of the  aforementioned,  the  Company's  net loss  during  the three
months  ended   February  29,  2004  increased  by   approximately   $12,000  to
approximately  $31,000 as opposed to  approximately  $19,000 for the  comparable
prior period.

LIQUIDITY AND CAPITAL RESOURCES

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

We had cash and cash  equivalents of $217,641 and working capital of $392,534 at
February 29, 2004.  During the nine months ended February 29, 2004, our cash and
cash  equivalents  decreased  by  $22,103.  Cash  and cash  equivalents  used in
operations was $15,913  primarily due to the increase in inventory of $77,363 to
be used for the high  level of  anticipated  future  sales  and the  anticipated
completion  of jobs in the  next  quarter  as well as an  increase  in  accounts
receivable of $150,332  resulting from a higher level of sales in the last month
of the  period.  These  fluctuations  were  partially  offset by an  increase in
customer  deposits  of  $141,819  due to the  existence  of  several  jobs  near
completion at the end of the period, an increase in accounts payable and accrued
expenses of $41,076 due to a high level of inventory purchases to provide for an
increase  in  anticipated  sales in the next  quarter,  depreciation  expense of
$24,145 and net income of $7,589.  During the nine  months  ended  February  29,
2004,  we  obtained a loan for  $10,086  in order to  purchase a new van for the
Company and paid $8,545 of long-term debt. We also received net cash advances of
$19,800 from our principal stockholder and purchased $27,531 of equipment.

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,

<PAGE>

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
refurbishing activities,  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

         Based upon an evaluation, supervised by our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design and operation of
our  disclosure  controls and  procedures  our CEO and our Principal  Accounting
Officer concluded that our disclosure  controls and procedures were effective as
of February 29, 2004.

         During  the  three  months  ended  February  29,  2004,  there  were no
significant changes in our internal accounting controls or in other factors that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

                           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.

<PAGE>

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
             31.2 Certification Pursuant to Rule 13a-14(a) of Albert Blankenship
             32.1 Certification of Paul Clark
             32.2 Certification of Albert Blankenship

b) Reports on Form 8-K

         None.


<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES




                                    I N D E X

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>       <C>                                                                          <C>
PART I -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          CONDENSED CONSOLIDATED BALANCE SHEET
             FEBRUARY 29, 2004 (UNAUDITED)                                                 F-2

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             NINE AND THREE MONTHS ENDED FEBRUARY 29, 2004 AND
             FEBRUARY 28, 2003 (UNAUDITED)                                                 F-3

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
             (UNAUDITED)                                                                   F-4

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

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

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          SIGNATURES
</TABLE>


                                      F-1
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                FEBRUARY 29, 2004
                                   (Unaudited)

                                     ASSETS

Current assets:
     Cash and cash equivalents                                      $  217,641
     Accounts receivable, net                                          372,144
     Inventories                                                       749,053
     Prepaid expenses and other current assets                          56,540
                                                                    ----------
              Total current assets                                   1,395,378

Equipment and improvements, net                                         90,007
Other assets                                                             7,332
                                                                    ----------

              Total                                                 $1,492,717
                                                                    ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt                              $   16,773
     Accounts payable and accrued expenses                             201,652
     Customer deposits                                                 333,428
     Advances from principal stockholder                               408,991
     Private placement funds in dispute                                 42,000
                                                                    ----------
              Total current liabilities                              1,002,844

Long-term debt, net of current portion                                  10,967
                                                                    ----------
              Total liabilities                                      1,013,811
                                                                    ----------

Contingencies

Stockholders' equity:
     Common stock, $.01 par value; 80,000,000 shares
         authorized; 14,947,215 shares outstanding                     149,472
     Additional paid-in capital                                        497,217
     Accumulated deficit                                              (167,783)
                                                                    ----------
              Total stockholders' equity                               478,906
                                                                    ----------

              Total                                                 $1,492,717
                                                                    ==========


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 29, 2004 AND FEBRUARY 28, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Nine Months Ended              Three Months Ended
                                                            February                        February
                                                  ----------------------------    ----------------------------
                                                      2004            2003            2004            2003
                                                  ------------    ------------    ------------    ------------

<S>                                               <C>             <C>             <C>             <C>
Revenue                                           $  1,902,366    $  1,883,218    $    603,284    $    790,901

Cost of goods sold                                   1,433,249       1,341,668         488,693         645,494
                                                  ------------    ------------    ------------    ------------

Gross profit                                           469,117         541,550         114,591         145,407

Selling, general and administrative
     expenses                                          470,925         540,374         157,492         164,216
                                                  ------------    ------------    ------------    ------------

Income (loss) from operations                           (1,808)          1,176         (42,901)        (18,809)

Other income (expense)                                   9,397          (1,944)         12,238             216
                                                  ------------    ------------    ------------    ------------

Net income (loss)                                 $      7,589    $       (768)   $    (30,663)   $    (18,593)
                                                  ============    ============    ============    ============

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


Basic weighted average number of
     common shares outstanding                      14,947,215      14,947,215      14,947,215      14,947,215
                                                  ============    ============    ============    ============
</TABLE>


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 29, 2004 AND FEBRUARY 28, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          2004              2003
                                                                        ---------         ---------
<S>                                                                     <C>               <C>
Operating activities:
     Net income (loss)                                                  $   7,589         $    (768)
     Adjustments to reconcile net income (loss) to net cash
         used in operating activities:
         Depreciation and amortization                                     24,145            20,742
         Changes in operating assets and liabilities:
              Accounts receivable                                        (150,332)         (149,908)
              Inventories                                                 (77,363)          (65,815)
              Prepaid expenses and other current assets                    (2,847)          (21,665)
              Accounts payable and accrued expenses                        41,076           (53,457)
              Customer deposits                                           141,819           215,373
                                                                        ---------         ---------
                  Net cash used in operating activities                   (15,913)          (55,498)
                                                                        ---------         ---------

Investing activities - capital expenditures                               (27,531)          (33,215)
                                                                        ---------         ---------

Financing activities:
     Proceeds from notes payable - bank                                                     194,000
     Repayments of notes payable - bank                                                    (149,900)
     Proceeds from long-term debt                                          10,086            29,831
     Repayments of long-term debt                                          (8,545)          (14,781)
     Loan payable - principal stockholder                                  19,800            55,800
                                                                        ---------         ---------
                  Net cash provided by financing activities                21,341           114,950
                                                                        ---------         ---------

Net increase (decrease) in cash and cash equivalents                      (22,103)           26,237
Cash and cash equivalents, beginning of period                            239,744           249,646
                                                                        ---------         ---------

Cash and cash equivalents, end of period                                $ 217,641         $ 275,883
                                                                        =========         =========


Supplemental disclosure of cash flow information:
     Interest paid                                                      $   1,514         $   4,559
                                                                        =========         =========
</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 accruals,  necessary
               to present fairly the financial  position of The Banker's  Store,
               Inc. and  Subsidiaries  (the  "Company") as of February 29, 2004,
               and the Company's  results of  operations  for the nine and three
               months  ended  February  29, 2004 and  February 28, 2003 and cash
               flows for the nine months  ended  February  29, 2004 and February
               28,  2003.  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, 2003 and for the years ended May 31, 2003 and 2002 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, 2003.

               The  consolidated  results of  operations  for the nine and three
               months ended February 29, 2004 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
               common shares,  such as those issuable upon the exercise of stock
               options,  were issued during the period. The Company did not have
               any potentially  dilutive  common shares  outstanding at February
               29, 2004 or February 28, 2003.

Note 3 - Income taxes:

               As of February  29,  2004,  the Company  had net  operating  loss
               carryforwards  of  approximately  $158,000  available  to  reduce
               future Federal  taxable income which will expire at various dates
               through 2023. Due to the  significant  uncertainties  related to,
               among other things,  the changes in the ownership of the Company,
               which  could  subject  those loss  carryforwards  to  substantial
               annual  limitations,  and the  extent  and  timing of its  future
               taxable  income,  the  Company  offset  the  deferred  tax assets
               attributable to the potential benefits of approximately  $158,000
               from the  utilization of those net operating  loss  carryforwards
               and its other  deferred  tax  assets by an  equivalent  valuation
               allowance as of February 29, 2004.

                                      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,  2003.  As a result of the  increase  in the
               valuation  allowance of $5,000 and $11,000 for the nine and three
               months ended February 29, 2004, respectively, and the increase in
               the valuation allowance of $7,000 and $25,000 during the nine and
               three months ended February 28, 2003,  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 29, 2004,  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.

                  As of February  29,  2004,  the Company has  reserved  329,500
                  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 and are awaiting the  scheduling  by the court of a
                  hearing on the motion.  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 and are awaiting  the  scheduling
                  by the court of a hearing on the motion.


                                      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 not 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.

               Net sales,  cost of sales and other related  segment  information
               follows as of February 29, 2004 and for the nine and three months
               ended February 29, 2004 and February 28, 2003:


                                      F-8
<PAGE>

                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5 - Segment information (concluded):

<TABLE>
<CAPTION>
                                                         Nine Months Ended               Three Months Ended
                                                              February                         February
                                                     -----------------------------       -----------------------
                                                        2004               2003            2004           2003
                                                     ----------         ----------       --------       --------

<S>                                                  <C>                <C>              <C>            <C>
          Revenue:
              Banking Equipment                      $1,692,460         $1,768,854       $529,857       $738,990
              Office Equipment                          209,906            114,364         73,427         51,911
                                                     ----------         ----------       --------       --------

                    Totals                            1,902,366          1,883,218        603,284        790,901
                                                     ----------         ----------       --------       --------

          Cost of goods sold:
              Banking Equipment                       1,299,884          1,269,878        442,500        617,311
              Office Equipment                          133,365             71,790         46,193         28,183
                                                     ----------         ----------       --------       --------

                    Totals                            1,433,249          1,341,668        488,693        645,494
                                                     ----------         ----------       --------       --------

          Gross profit:
              Banking Equipment                         392,576            498,976         87,357        121,679
              Office Equipment                           76,541             42,574         27,234         23,728
                                                     ----------         ----------       --------       --------

                    Totals                              469,117            541,550        114,591        145,407
                                                     ----------         ----------       --------       --------

          Selling, general and administrative
              and other expenses:
              Banking Equipment                         322,099            424,073        107,532        139,112
              Office Equipment                           45,367             24,876         16,684          9,085
              Corporate                                  94,062             93,369         21,038         15,803
                                                     ----------         ----------       --------       --------

                    Totals                              461,528            542,318        145,254        164,000
                                                     ----------         ----------       --------       --------

          Net income (loss):
              Banking Equipment                          70,477             74,903        (20,175)       (17,433)
              Office Equipment                           31,174             17,698         10,550         14,643
              Corporate                                 (94,062)           (93,369)       (21,038)       (15,803)
                                                     ----------         ----------       --------       --------

                    Totals                           $    7,589         $     (768)      $(30,663)      $(18,593)
                                                     ==========         ==========       ========       ========

          Segment assets:
              Inventories:
                 Banking Equipment                   $  748,567
                 Office Equipment                           486
                                                     ----------
                    Totals                              749,053

              Other assets                              743,664
                                                     ----------

                    Total assets                     $1,492,717
                                                     ==========
</TABLE>


                                      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 and Director
                                           (Principal Executive Officer)



                                      By: /s/ ALBERT BLANKENSHIP
                                          --------------------------------------
                                          Albert Blankenship,
                                          Chief Financial Officer and Director
                                          (Principal Accounting Officer)



Date: April 19, 2004