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 NOVEMBER 30, 2002

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)on No.)r 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: 14,947,215 shares outstanding as of January
9, 2003.

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

<PAGE>


                            THE BANKER'S STORE, INC.

                                   FORM 10-QSB

                                NOVEMBER 30, 2002

                         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 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, and trading new
and refurbishing 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

                                        2
<PAGE>


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.

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

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

Significant accounting policies and 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 policies and estimates used as of May 31, 2002 and as
          outlined in our previously filed Form 10-KSB have been applied
          consistently for the six and three months ended November 30, 2002.

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. We have extended the lease through August 2004
          under the same terms.



                                        3
<PAGE>


          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 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 November 30, 2002, 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 Banker's
          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 Banker's Store has no
          liability to such purchasers and intends to vigorously defend such
          actions, if and when brought.



                                        4
<PAGE>


          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 November 30, 2002, 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 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.

          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 and unjust enrichment,
          and seeking an accounting of plaintiffs' books and records. We intend
          to continue to vigorously defend ourself against the claims of the
          plaintiffs and to vigorously pursue our claims against the plaintiffs.

          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 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



                                        5
<PAGE>


          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.

          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
six and three months ended November 30, 2002 and 2001:

                                        Six Months Ended      Three Months Ended
                                           November 30,          November 30,
                                         2002       2001       2002       2001
                                        -----      -----      -----      -----

Net sales                               100.0%     100.0%     100.0%     100.0%
Cost of sales                            63.7%      67.6%      74.6%      55.4%
                                        -----      -----      -----      -----

Gross profit                             36.3%      32.4%      25.4%      44.6%

Expenses                                 34.5%      45.9%      49.3%      41.3%
                                        -----      -----      -----      -----

Income(loss) from operations              1.8%     (13.5)%    (23.9)%      3.3%
Other                                     (.2)%       .1%       (.2)%       .2%
                                        -----      -----      -----      -----

Net income(loss)                          1.6%     (13.4)%    (24.1)%      3.5%
                                        =====      =====      =====      =====

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002 AS COMPARED TO
THE SIX MONTHS ENDED NOVEMBER 30, 2001.

     Revenues were approximately $1,092,000 for the six months ended November
30, 2002 as compared to approximately $833,000 for the six months ended November
30, 2001 reflecting an increase of approximately $259,000 or 31.1%. The increase
in revenues during the six months ended November 30, 2002 was caused primarily
by the sale of a substantial amount of inventory to a new customer during the
year. Sales to this customer approximated $410,000.

     Cost of goods sold and related expenses for the six months ended November
30, 2002 were approximately $696,000 or 63.7% of net sales as compared to
approximately $563,000 or 67.6% of net sales for the six months ended November
30, 2001. Gross profit increased during the six months ended November 30, 2002
as compared to the six months ended November 30, 2001 primarily due to the ratio
of refurbished products sold to new products sold. The sale of refurbished or
used items



                                        6
<PAGE>


carries a much higher gross profit than the sales of new items. During the six
months ended November 30, 2002, the Company sold inventory to the new customer,
described above, at a higher than historical gross profit.

     Selling, general and administrative expenses were approximately $376,000
for the six months ended November 30, 2002 as compared to approximately $383,000
for the six months ended November 30, 2001 reflecting a decrease of
approximately $7,000 or 1.8% over the same period last year. The decrease is
mainly due to a reduction in professional fees incurred relating to the
litigation and SEC compliance matters during the six months ended November 30,
2002 as compared to the six months ended November 30, 2001. This decrease was
offset somewhat by an increase in our infrastructure to support our anticipated
sales growth.

     As a result of the aforementioned, the Company's net income (loss) during
the six months ended November 30, 2002 increased by approximately $130,000 to
approximately a net income of $18,000 as opposed to a net loss of approximately
$112,000 for the comparable prior period.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AS COMPARED
TO THE THREE MONTHS ENDED NOVEMBER 30, 2001.

     Revenues were approximately $382,000 for the three months ended November
30, 2002 as compared to approximately $431,000 for the three months ended
November 30, 2001 reflecting a decrease of approximately $49,000 or 11.4%. The
decrease in revenues during the three months ended November 30, 2002 was caused
primarily by the low interest rate environment which has negatively impacted the
earnings of financial institutions. Therefore, community banks have reduced
their spending on new construction and are focusing instead on small remodeling
projects, upgrading of ATMs, drive up systems and other new technologies.
However, we have recently seen an increase in our sales activity, whereby our
deposits on future orders are up almost $300,000 from May 31, 2002.

     Cost of goods sold and related expenses for the three months ended November
30, 2002 were approximately $285,000 or 74.6% of net sales as compared to
approximately $239,000 or 55.4% of net sales for the three months ended November
30, 2001. Gross profit decreased during the three months ended November 30, 2002
as compared to the three months ended November 30, 2001 primarily due to the
ratio of refurbished products sold to new products sold. During this quarter we
sold more new products which carry a lower gross profit percentage.

     Selling, general and administrative expenses were approximately $188,000
for the three months ended November 30, 2002 as compared to approximately
$178,000 for the three months ended November 30, 2001 reflecting an increase of
approximately $10,000 or 5.6% over the same period last year. In the current
year, the Company had undertaken an increased general and administrative expense
to create the infrastructure necessary to meet the Company's marketing and
production goals.

     As a result of the aforementioned, the Company's net income (loss) during
the three months ended November 30, 2002 decreased by approximately $107,000 to
a net loss of approximately $92,000 as opposed to net income of approximately
$15,000 for the comparable prior period.



                                        7
<PAGE>


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.

     We had cash and cash equivalents of $269,134 and working capital of
$357,712 at November 30, 2002. During the six months ended November 30, 2002,
our cash and cash equivalents increased by $19,488. Cash and cash equivalents
used in operations was $14,934 primarily due to the increase in inventory of
$229,889 due to a large purchase from a vendor that ceased operations, an
increase in accounts receivable of $75,274 resulting from higher level of sales
during the last month of the period and an increase in prepaid expenses and
other current assets of $63,466. These fluctuations were partially offset by the
increase in customer deposits of $300,200 and our net income of $17,825. During
the six months ended November 30, 2002, we also received net cash advances of
$11,100 from our line of credit and $37,200 from our principal stockholder. We
used part of these proceeds to purchase $32,479 of equipment.

     At November 30, 2002, we had a $150,000 revolving bank line of credit with
borrowings that bear interest at .25% above the prime rate and are secured only
by the guarantee of our principal stockholder. The line of credit expires on
August 5, 2003. At November 30, 2002, we have $105,000 available to us under the
revolving bank line of credit.

     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, 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.



                                        8
<PAGE>


ITEM 3.    CONTROLS AND PROCEDURES

     (a) DISCLOSURE CONTROLS AND PROCEDURES. Within 90 days before filing this
report, 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 and CEO and Albert
Blankenship, our Principal Accounting Officer, supervised and participated in
this evaluation. Based on this evaluation, Messrs. Clark and Blankenship
concluded that, as of the date of their evaluation, the Company's disclosure
controls and procedures were effective.

     (b) INTERNAL CONTROLS. Since the date of the evaluation described above,
there have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those controls.


                           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



                                        9
<PAGE>


               99.1  Certification of Chief Executive and Financial Officer
                     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                     (18 U.S.C. 1350)


         b)  Reports on Form 8-K

               None.

                              FINANCIAL STATEMENTS












                                       10
<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: January 21, 2003







                                       11
<PAGE>


                                  CERTIFICATION

I, Paul Clark, President and Chief Executive Officer of the Company, hereby
certify, that:

1.   I have reviewed this quarterly report on Form 10-QSB of The Banker's Store,
     Inc.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining "disclosure controls and procedures" for the
     registrant and have:

     a.   have designed such disclosure controls and procedures to ensure that
          material information is made known to them, particularly during the
          period in which the periodic report is being prepared;

     b.   have evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of the report; and

     c.   have presented in the report their conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation as of the date;

5.   The registrant's other certifying officer and I have disclosed to the
     registrant's auditors and to the board of directors:

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our evaluation, including any corrective
     actions with regard to significant deficiencies and material weaknesses.


/s/ Paul D. Clark
---------------------------
Paul D. Clark
President and Chief Executive Officer

January 21, 2003





                                       12
<PAGE>


                                  CERTIFICATION

I, Albert Blankenship, Chief Financial Officer of the Company, hereby certify,
that:

1.   I have reviewed this quarterly report on Form 10-QSB of The Banker's Store,
     Inc.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining  "disclosure  controls and procedures" for the
     registrant  and  have:

     a.   have designed such disclosure controls and procedures to ensure that
          material information is made known to them, particularly during the
          period in which the periodic report is being prepared;

     b.   have evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of the report; and

     c.   have presented in the report their conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation as of the date;

5.   The registrant's other certifying officer and I have disclosed to the
     registrant's auditors and to the board of directors:

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our evaluation, including any corrective
     actions with regard to significant deficiencies and material weaknesses.


/s/ Albert Blankenship
---------------------------
Albert Blankenship,
Chief Financial Officer

January 21, 2003





                                       13
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES


                                    I N D E X
                                    ---------


                                                                            PAGE
                                                                            ----
PART I -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          CONDENSED CONSOLIDATED BALANCE SHEET
             NOVEMBER 30, 2002 (UNAUDITED)                                    2

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             SIX AND THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
             (UNAUDITED)                                                      3

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001 (UNAUDITED)          4

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

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



                                      * * *
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                NOVEMBER 30, 2002
                                   (Unaudited)


                                     ASSETS
                                     ------

Current assets:
  Cash and cash equivalents                                           $  269,134
  Accounts receivable, net                                               154,780
  Inventories                                                            983,705
  Prepaid expenses and other current assets                              115,074
                                                                      ----------
           Total current assets                                        1,522,693

Equipment and improvements, net                                          105,348
Other assets                                                              25,894
                                                                      ----------

           Total                                                      $1,653,935
                                                                      ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Notes payable - bank                                               $   45,000
  Current portion of long-term debt                                      13,484
  Accounts payable and accrued expenses                                 232,507
  Customer deposits                                                     458,417
  Advances from principal stockholder                                   373,573
  Private placement funds in dispute                                     42,000
                                                                     ----------
           Total current liabilities                                  1,164,981

Long-term debt, net of current portion                                   20,106
                                                                     ----------
           Total liabilities                                          1,185,087
                                                                     ----------

Contingencies

Stockholders' equity:
  Common stock, $.01 par value; 80,000,000 shares
    authorized; 14,947,215 shares outstanding                           149,473
  Additional paid-in capital                                            497,216
  Accumulated deficit                                                  (177,841)
                                                                     ----------
           Total stockholders' equity                                   468,848
                                                                     ----------

           Total                                                     $1,653,935
                                                                     ==========


See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              SIX AND THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
                                   (Unaudited)


                                  Six Months Ended         Three Months Ended
                                    November 30,              November 30,
                               -----------------------   -----------------------
                                  2002         2001         2002         2001
                               ----------   ----------   ----------   ----------

Revenue                        $1,092,317   $  832,627   $  381,873   $  431,406

Cost of goods sold                696,174      562,820      284,765      239,190
                               ----------   ----------   ----------   ----------

Gross profit                      396,143      269,807       97,108      192,216

Selling, general and
  administrative expenses         376,158      382,553      188,486      177,949
                               ----------   ----------   ----------   ----------

Income (loss) from operations      19,985     (112,746)     (91,378)      14,267

Other income (expense)             (2,160)         904         (766)         763
                               ----------   ----------   ----------   ----------

Net income (loss)              $   17,825   $ (111,842)  $  (92,144)  $   15,030
                               ==========   ==========   ==========   ==========


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

Basic weighted average number
  of common shares outstanding 14,947,215   14,947,215   14,947,215   14,947,215
                               ==========   ==========   ==========   ==========


See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
                                   (Unaudited)


                                                            2002         2001
                                                         ---------    ---------

Operating activities:
  Net income (loss)                                      $  17,825    $(111,842)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
    Depreciation and amortization                           13,828       12,576
    Changes in operating assets and liabilities:
      Accounts receivable                                  (75,274)      22,967
      Inventories                                         (229,889)    (100,403)
      Prepaid expenses and other current assets            (63,466)     (21,209)
      Accounts payable and accrued expenses                 21,842      114,944
      Customer deposits                                    300,200      106,155
                                                         ---------    ---------
        Net cash provided by (used in)
          operating activities                             (14,934)      23,188
                                                         ---------    ---------

Investing activities - capital expenditures                (32,479)      (8,437)
                                                         ---------    ---------

Financing activities:
  Proceeds from notes payable - bank                       136,000
  Repayments of notes payable - bank                      (124,900)
  Proceeds from long-term debt                              29,831
  Repayments of long-term debt                             (11,230)      (6,787)
  Loan payable - principal stockholder                      37,200
                                                         ---------    ---------
        Net cash provided by (used in)
          financing activities                              66,901       (6,787)
                                                         ---------    ---------

Net increase in cash and cash equivalents                   19,488        7,964
Cash and cash equivalents, beginning of period             249,646      257,524
                                                         ---------    ---------

Cash and cash equivalents, end of period                 $ 269,134    $ 265,488
                                                         =========    =========


Supplemental disclosure of cash flow information:
   Interest paid                                         $   3,320    $   1,177
                                                         =========    =========


See Notes to Condensed Consolidated Financial Statements.

                                       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  November  30,  2002,  and  its  results  of
            operations  for the six and three months ended November 30, 2002 and
            2001 and its cash flows for the six months  ended  November 30, 2002
            and 2001. 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,  2002 and for the
            years  ended  May 31,  2002  and  2001 and the  notes  thereto  (the
            "Audited Financial  Statements") and the other information  included
            in the Company's Annual Report on Form 10-KSB for the year ended May
            31, 2002.

            The consolidated  results of operations for the six and three months
            ended  November  30,  2002  are not  necessarily  indicative  of the
            results to be expected for the full year.


Note 2 - Net income (loss) per common share:

            The Company  presents "basic" income (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 income (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 income per share is similar to that of basic
            income  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 during the six months ended November 30, 2002 and
            2001.


Note 3 - Income taxes:

            As of  November  30,  2002,  the  Company  had  net  operating  loss
            carryforwards of approximately  $322,000  available to reduce future
            Federal  taxable  income which will expire at various  dates through
            2023. Due to the 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  $129,000 from the  utilization of those net operating
            loss   carryforwards  and  its  other  deferred  tax  assets  by  an
            equivalent valuation allowance as of November 30, 2002.

                                       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,  2002.  As a  result  of  the  (decrease)  increase  in the
            valuation  allowance of $(18,000)  and $25,000 for the six and three
            months  ended  November  30,  2002,  respectively,  and the increase
            (decrease) in the valuation allowance of $45,000 and $(6,000) during
            the six and three months ended November 30, 2001, respectively,  the
            Company did not  recognize  any provision or credit for 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 November  30, 2002,  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.

                                       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 November 30, 2002, 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.  On August 6, 2002,  the Company and its
               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  intends to continue to  vigorously  defend
               itself  against the claims of the  plaintiffs  and to  vigorously
               pursue its claims against the plaintiffs.

                                       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 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  vigorously  pursue its  litigation  against the
               plaintiff.

               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 effect 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 goods sold and other related segment  information
            follows for the six and three months ended November 30, 2002:

                                       8
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 5 - Segment information (concluded):

                                                   Six              Three
                                                 Months            Months
                                                  Ended             Ended
                                               November 30,      November 30,
                                                   2002              2002
                                               -----------       -----------

     Revenue:
       Banking Equipment                        $1,029,864         $349,975
       Office Equipment                             62,453           31,898
                                                ----------         --------

          Totals                                $1,092,317         $381,873
                                                ==========         ========

     Cost of goods sold:
       Banking Equipment                        $  652,567         $260,904
       Office Equipment                             43,607           23,861
                                                ----------         --------

          Totals                                $  696,174         $284,765
                                                ==========         ========

     Gross profit:
       Banking Equipment                        $  377,297         $ 89,071
       Office Equipment                             18,846            8,037
                                                ----------         --------

          Totals                                $  396,143         $ 97,108
                                                ==========         ========

      In 2001, the operations of the Office  Equipment  segment did not commence
      until the fourth quarter of the year ended May 31, 2002.



                                      * * *

                                        9