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

                               -----------

                               FORM 10-Q/A

                               -----------

          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008

                                   OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES ACT OF 1934
              FOR THE TRANSITION PERIOD FROM ________TO _________

                    COMMISSION FILE NUMBER: 000-8880

                               -----------

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

                               -----------

               NEW YORK                           22-3755756
     State or Other Jurisdiction              (I.R.S. Employer
     Of 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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
the Act).  See the definitions of "large accelerated filer," "accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer  [ ]           Accelerated filer  [ ]
Non-accelerated filer  [ ]             Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b 2 of the Exchange Act).   Yes  [ ]    No  [X]

                  APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common stock, par value $0.01, 15,754,781 shares outstanding as of
November 30, 2008.

<PAGE>

                          THE BANKER'S STORE, INC.

                                FORM 10-Q/A

                             NOVEMBER 30, 2008

                       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 OPERATIONS

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 its 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-Q. The Company disclaims any intent or obligation to update
these forward-looking statements.

OVERVIEW

The Banker's Store, Inc. (the "Company") 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"). These acquisitions introduced the Company to the business of
buying, selling, refurbishing and trading new and refurbished financial
equipment for banks and other financial institutions. Pursuant to the June
2008 Board of Directors resolution the Company expanded its Corporate
Information Statement to pursue other lines of business including security,
ecommerce, power, energy and transportation.  In conjunction with such
change, the Company entered into an agreement in August 2008 with AFC
Holdings, Inc. and subsidiaries that gave the Company the right to certain
servicing and maintenance agreements, subcontracting rights, intellectual
properties and associated personnel.  These assumptions of rights expanded
the Company's existing business lines to new markets; and introduced security
integration and sophisticated access controls significantly altering both the
business of the Company and its geographic footprint.  The Company markets
products throughout the United States primarily through direct sales and
other distributors supported by its direct sales force and soliciting new
contacts through its presence on the Internet.

The Company anticipates that its 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 the Company's current and future products, order cancellations, or
order rescheduling or remanufacturing or delays. The Company purchases and
resells new merchandise and remanufactures and ships its other products
shortly after receipt of orders. The Company has not developed a significant
backlog for such products and does not anticipate developing a material
backlog for such products in the future. The Company may not be able to
sustain revenue growth on a quarterly or annual basis.

The Company has increased its operating expenses, primarily for personnel and
activities supporting newly-introduced products, new product development and
entering new markets. The Company's operating results have been and will
continue to be adversely affected if sales do not correspondingly increase or
if product development efforts are unsuccessful or are subject to delays.


                                        2
<PAGE>

On June 11, 2008, the Company entered into an Acquisition Agreement and Plan
of Merger with Chesscom Consultants, Inc. ("Chesscom") that contemplated the
merger of Chesscom with and into the Company in exchange for 12 million
shares of Company common stock.  On November 24, 2008, the Board of Directors
approved an amendment to the Acquisition Agreement and Plan of Merger, which
changed the nature of the transaction from one of a merger by and between The
Banker's Store, Inc. and Chesscom Consultants, Inc. to one of an acquisition
of Chesscom Consultants, Inc. as a wholly-owned subsidiary of The Banker's
Store, Inc.  Despite the approval of the Board of this amendment, the
transaction had not closed as of November 30, 2009 due to the continuing
refusal of the Company's then president, Cynthia A. Hayden, to sign the
amendment.

The consulting agreement dated May 1, 2008 between the company and ZBI of
Michigan and Woodmoor Associates, LLC was not renewed and was terminated at
the end of the six month contractual period.

GOING CONCERN

We have experienced significant operating losses over the last 18 months. Our
net operating loss for the six months ended November 30, 2008 was $718,750
and for the prior fiscal year ended May 31, 2008 was $312,635, respectively.
The Company has experienced losses from continuing operations during the last
two quarters and for the prior fiscal year and has an accumulated deficit of
$943,719 as of November 30, 2008.  Net cash used for continuing operations
for the six month period ended November 30, 2008 was negative $519,827 and
for the prior fiscal year ending May 31, 2008 was negative $152,691.  As of
November 30, 2008, the Company's cash is negative and the only principal
source of liquidity is $802,033 of trade accounts receivable.  Such
conditions raise substantial doubt that the Company will be able to continue
as a going concern.  These operating results occurred while the Company was
completing the business combination and was transitioning and combining the
two operating divisions in Florida and Kentucky.  The Company is taking
measures to increase revenues, continue to reduce operating costs, and
generate positive cash flows from operations.

We are seeking additional sources of capital and actively seeking to
restructure and/or modify existing indebtedness.  The amount of funding that
we seek and the timing of such fundraising efforts will depend on the extent
to which we are able to increase revenues through obtaining additional
purchase orders for our products and/or the extent to which we can
restructure or modify our debt.  We cannot guarantee that adequate funds will
be available when needed, and if we do not receive sufficient capital, we may
be required to alter or reduce the scope of our operations.

SIGNIFICANT EVENTS

On July 12, 2008, the Company issued 12,000,000 shares of common stock to
the shareholders of Chesscom Consultants, Inc.  These shares were issued
in exchange for 100% of the issued and outstanding shares of Chesscom
Consultants, Inc.    As then-current  management had determined that
Chesscom had performed all conditions precedent to closing, the shares
were issued.  The shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.

On August 19, 2008 the Company entered into a business combination with AFC
Holdings, Inc. and related subsidiaries and AFC Systems, Inc.  The Company
entered into an Agreement for the Servicing, Subcontracting and Assignment of
the Rights to Certain Assets with AFC Holdings, Inc., and related
subsidiaries.  Pursuant to the Agreement the Company has increased its
finance and banking business lines through significant new clients, added 13
new state markets, and added the new business lines of access controls and
security integration inclusive of intellectual property and clients.
Further, the Company received the rights to the customers and clients; the
maintenance and service agreements for ATMs, other financial institution
services and access control systems. In exchange for such rights the Company
agreed to a maximum payment of $135,000 and to issue warrants on common stock
valued at a maximum of $400,000.

The Company has recorded the transaction with AFC Holdings, Inc, and related
subsidiaries as a business combination.  The Company acquired a small amount
of immaterial assets primarily furniture, fixture, and computers however the
Company did not acquire any stock or equity nor assume any liabilities or
contingencies.  The Company recorded in Other Assets approximately $521,282
of Goodwill associated with the business combination and determined that the
Goodwill had a finite life of five years.  The Company has used this five-
year life as the amortization period and therefore has recognized in this 10Q
for period ending November 30, 2008 three months of amortization of goodwill
in the amount of $26,064 which is reflected in the General and Administrative
Expense line of the Statement of Operations.


                                        3
<PAGE>

Below is a forecasted Statements of Operations for the three month and six
month periods ending November 30, 2008 and 2007, respectively and for the 12
month period ended May 31, 2009 which incorporates the Company's actual
financial results for those periods.  This forward looking statement should
not be relied upon as achievable results due the many factors affecting the
Company and its operations.  The Company disclaims any intent or obligation
to update these forward-looking statements.

                 THE BANKER'S STORE, INC. AND SUBSIDIARIES

         FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           THREE MONTHS ENDED NOVEMBER, 2008 AND 2007 (UNAUDITED)

                                                       THREE MONTHS ENDED
                                                           NOVEMBER 30,
                                                         2008        2007
Revenue                                               $1,455,898  $4,213,546

Income (loss) from operations                           (510,656)   (182,255)

Net income                                            $ (511,123) $ (167,685)

Basic earnings (loss) per common share                $    (0.03) $    (0.01)

Diluted earnings (loss) per share                     $    (0.03) $    (0.01)


                 THE BANKER'S STORE, INC. AND SUBSIDIARIES

         FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            SIX MONTHS ENDED NOVEMBER, 2008 AND 2007 (UNAUDITED)

                                                         SIX MONTHS ENDED
                                                           NOVEMBER 30,
                                                         2008        2007
Revenue                                               $4,080,579  $4,124,667

Income (loss) from operations                           (739,747)     64,119

Net income                                            $ (407,616) $   47,557

                                                      $    (0.03) $     0.00

Diluted earnings (loss) per share                     $    (0.03) $     0.00


                                       4
<PAGE>

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

           FORECASTED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
           FOR THE TWELVE MONTH PERIOD ENDED MAY 31, 2009 (UNAUDITED)

                                                      TWELVE MONTHS ENDED
                                                          MAY 31, 2009
Revenue                                                   $  4,730,855

Income (loss) from operations                             $   (998,897)

Net income                                                $   (673,056)

Basic earnings (loss) per common share                    $      (0.05)

Diluted earnings (loss) per share                         $      (0.04)


                                        5
<PAGE>

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

Significant accounting estimates:

The Company's discussion and analysis of its financial condition and results
of operations are based upon its 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 the Company 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, the Company evaluates its estimates, including those
related to accounts receivable, inventories, equipment and improvements,
income taxes and contingencies. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The accounting estimates
used as of May 31, 2008 and as outlined in its previously filed Form 10-KSB
have been applied consistently for the six months ended November 30, 2008.


Related party transactions:

The Company has entered into an operating lease with a principal stockholder,
Paul Clark, for the lease of an aggregate of 25,000 square feet of office and
warehouse space located in Bowling Green, Kentucky. The lease provides for a
monthly rent plus maintenance expenses and expires in August 2009.

Contingencies:

Litigation:

The Company has been served with a lawsuit by Woodmoor and Associates, LLC
("Woodmoor") whereby Woodmoor contends the Company owes Woodmoor $150,000
related to an alleged note payable.  On or about October 1, 2008 Woodmoor
loaned the Company $150,000 to be used for working capital.  The Company does
not dispute the existence of the loan or the amount thereof.  Woodmore
alleges that the loan was due on demand, but the Company believes that the
payment schedule, or any other loan terms and conditions, were ever agreed
upon.  Until this matter is resolved, the Company has recorded this loan in
the financials of the Company as a Note Payable to consultant.  The Company
has secured counsel to represent the Company in this matter

The Company has been served with a lawsuit by Fortis Security ("Fortis"),
whereby Fortis contends the Company owes Fortis an outstanding balance of
$6,804 related to various equipment purchases.  The Company does not dispute
that this amount is owed to Fortis and expects to have the outstanding
balance resolved within the next 90 days.


                                        6
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth operating data as a percentage of revenue for
the six months and three month periods ended November 30, 2008 and 2007:

Net Sales                                       100%    100%    100%    100%

Cost of goods sold                             97.7%   65.9%  101.8%   65.6%

Gross profit                                    2.3%   34.1%   -1.8%   34.4%

Selling, general and administrative expense    38.6%   40.4%   33.3%   44.9%

Income (loss) from operation                  -36.3%   -6.3%  -35.1%  -10.5%

Other                                          16.8%   -0.3%    0.0%   -0.5%

Income before income tax provision            -19.5%   -6.6%  -35.1%  -11.0%

Income tax provision                            0.0%    0.0%    0.0%    0.0%

Net income (loss)                             -19.5%   -6.6%  -35.1%  -11.0%
                                              ======   =====  ======  ======


RESULTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED NOVEMBER 30, 2008 AS
COMPARED TO THE SIX AND THREE MONTHS ENDED NOVEMBER 30, 2007

Revenues were approximately $1,980,855 for the six months ending November 30,
2008 as compared to approximately $1,364,372 for the six months ended
November 30, 2007 reflecting an increase of approximately $616,483, or 45%.
The increase in revenues during the six months ending November 30, 2008 is
the result of the Company's business expansion with a Tampa, Florida office
specializing in the sales, service, and support of financial institution
equipment and diversifying into the access control and integration market.
The revenues for the three months ending November 30, 2008 were $1,455,898 as
compared to $533,635 for the three months ended November 30, 2007, reflecting
an increase of approximately $922,263, or 172.8%.  This increase for the
three months ending November 30, 2008 is the direct result of increased
equipment sales due to the additional sales driven from the Tampa, Florida
office.

Cost of goods sold for the six months ended November 30, 2008 were
approximately $1,935,782, or 97.7% of net sales as compared to approximately
$898,448, or 65.9% of net sales for the six months ended November 30, 2007.
Cost of goods sold for the three months ended November 30, 2008 was
approximately $1,482,207, or 101.8% of net sales as compared to approximately
$349,901, or 65.6% of net sales for the three months ended November 30, 2007.
The Company has experienced a decline in Gross Profit of approximately
$420,851 for the six months period ended November 30, 2008 as compared to the
prior six month period ended November 30, 2007.  Gross Profit was $45,073 and
$465,924 for the six month periods ending November 30, 2008 and 2007,
respectively.  The decline in Gross Profit is primarily due to the Company
incurring transitional costs associated with the acquisition of the work in
progress and service contracts related to the Tampa, Florida office and to
the Company incurring transitional material costs that did not ultimately
result in recognized revenues.

Selling, general and administrative expenses were approximately $763,823, or
38.6% of revenues for the six months ending November 30, 2008 as compared to
approximately $550,786, or 40.4% of revenues for the six months ended
November 30, 2007 reflecting an increase of approximately $213,037.  Selling,
general and administrative expenses were approximately $484,347, or 33.3% of
revenues for the three months ending November 30, 2008 as compared to
approximately $239,589, or 44.9% of revenues for the three months ended
November 30, 2007 reflecting an increase of approximately $244,758.  This
increase is due to the additional staff added at the Tampa, Florida office
which includes three people in sales, ten people in the installation
department, twelve people in service and nine office personnel.


                                        7
<PAGE>

As a result of the aforementioned, the Company incurred a net loss from
operations during the six months ending November 30, 2008 of approximately
$718,750 as opposed to a net operating loss of approximately $84,862 for the
six months ending November 30, 2007.  For the three months ending November
30, 2008, the Company incurred a net operating loss of approximately $510,656
as opposed to a net operating loss of approximately $55,855 for the
comparable prior period.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations through internal cash
flows from operations.

The Company had bank overdrafts of $10,047 and negative working capital of
$769,673 at November 30, 2008. At November 30, 2008, the Company's working
capital had decreased by $843,998 from the year ended May 31, 2008. The
decrease in working capital was primarily caused by the additional
expenditures associated with the acquisition of the Tampa, Florida office.

The Company will continue evaluating opportunities to grow and expand through
mergers or acquisitions, and may hire additional sales personnel in order to
reach potential customers in new markets and additional customers in existing
markets.

The Company's ability to effect any of these strategies or to take any of
these steps will depend on a number of factors including, but not limited to,
the Company's ability to generate sufficient cash flow or obtain sufficient
capital on reasonable terms; the Company's ability to locate and hire
qualified personnel on satisfactory terms and conditions, the availability of
attractive candidates for merger or acquisition on reasonable terms and
conditions; continued demand for the Company's products and services; the
Company's ability to withstand increased competitive pressures; and economic
conditions within the industries and markets the Company now serves. There is
no assurance that the Company will be able to meet any or all of its goals.

The Company believes that its available cash and cash from operations will be
sufficient to satisfy the Company's funding needs through at least November
30, 2009. However, if cash generated from operations is insufficient to
satisfy the Company's working capital and capital expenditure requirements,
the Company may be required to sell additional equity or debt securities or
obtain additional credit facilities. There can be no assurance that such
additions, if needed, will be available on satisfactory terms, if at all.
Furthermore, any additional equity financing may be substantially dilutive to
stockholders, and debt financing, if available, may include restrictive
covenants and also result in substantial dilution to stockholders. The
Company's future liquidity and capital funding requirements will depend on
numerous factors, including the extent to which the Company's new products
and products under consideration are successfully developed, gain market
acceptance, become and remain competitive as well as the costs and timing of
further expansion of sales and marketing. The failure by the Company to raise
capital on acceptable terms when needed could have a material adverse effect
on the Company's business, financial condition and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks in conducting the business of the
Company, and we anticipate that this exposure will increase as a result of
our planned growth.  In an effort to mitigate losses associated with these
risks, we may at times enter into derivative financial instruments, although
we have not historically done so.  These may take the form of forward sales
contracts, option contracts, foreign currency exchange contracts, and
interest rate swaps.

ITEM 4.  CONTROLS AND PROCEDURES

(a)  DISCLOSURE CONTROLS AND PROCEDURES. As of November 30, 2008, 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. Cynthia Hayden, the Company's President, supervised and
participated in this evaluation. Based on this evaluation, Ms. Hayden
concluded that, as of the date of their evaluation, the Company's disclosure
controls and procedures were effective.

(b)  CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls
over financial reporting known to the President that occurred during the
period covered by this report that have materially affected, or are likely to
materially effect, the Company's internal control over financial reporting.


ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Current management has
concluded that as of November 30, 2008, the end of the period covered by this
report, the disclosure controls and procedures were effective.


                                        8
<PAGE>

Changes in Internal Controls.  During the quarter ended November 30, 2008,
there was no change in our internal controls over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has been served with a lawsuit by Woodmoor and Associates, LLC
("Woodmoor") whereby Woodmoor contends the Company owes Woodmoor $150,000
related to an alleged note payable.  On or about October 1, 2008 Woodmoor
loaned the Company $150,000 to be used for working capital.  The Company does
not dispute the existence of the loan or the amount thereof.  Woodmore
alleges that the loan was due on demand, but the Company believes that the
payment schedule, or any other loan terms and conditions, were ever agreed
upon.  Until this matter is resolved, the Company has recorded this loan in
the financials of the Company as a Note Payable to consultant.  The Company
has secured counsel to represent the Company in this matter

The Company has been served with a lawsuit by Fortis Security ("Fortis"),
whereby Fortis contends the Company owes Fortis an outstanding balance of
$6,804 related to various equipment purchases.  The Company does not dispute
that this amount is owed to Fortis and expects to have the outstanding
balance resolved within the next 90 days.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

                                         9
<PAGE>

ITEM 6.  EXHIBITS

a)Exhibits

Exhibit Number   Description

31.1             Certification Pursuant to Rule 13a-14(a) of Thomas C. Cook,
                 Principal Executive Officer
31.2             Certification of Thomas C. Cook



                                     10
<PAGE>


                             FINANCIAL STATEMENTS

                 THE BANKER'S STORE, INC. AND SUBSIDIARIES

                                 I N D E X

                       PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                                                    PAGE

CONDENSED CONSOLIDATED BALANCE SHEETS NOVEMBER 30, 2008
(UNAUDITED) AND MAY 31, 2008                                        F-2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
AND THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)       F-3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS
ENDED NOVEMBER 30,  2008 AND 2007 (UNAUDITED)                       F-4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) F-5 - F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

PART II. OTHER INFORMATION

SIGNATURES


                                     F-1
<PAGE>

                  THE BANKER'S STORE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
               NOVEMBER 30, 2008 (UNAUDITED) AND MAY 31, 2008

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED BALANCE SHEETS

                                             NOVEMBER 30,      MAY 31,
                                                2008            2008
<S>                                      <C>               <C>
ASSETS

Current Assets:
Cash and cash equivalents                    $              $     149,365

Accounts receivable, net of allowance
for bad debts of $4,043                           802,033         131,820

Costs and estimated earning in
excess of billings                                369,713               -

Inventories                                       480,377         578,790

Prepaid expenses and other current assets          90,995          62,461

Total current assets                            1,743,118         922,436

Equipment and improvements, net                    93,032          69,181

Other assets, including Goodwill,
net of amortization                               500,999             831

Totals                                       $  2,337,149   $     992,448

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Bank Overdrafts                              $     10,047   $           -
Accounts payable and accrued expenses           1,089,552         137,377
Customer deposits                                 247,097         305,115
Deferred Service Contracts                          8,718               -
Note payable - principal stockholder                    -         142,519
Note payable - AFC Holdings, Inc.                 535,000               -
Note payable - consultant                         150,000               -
Accrued compensation - principal stockholder            -         263,100
Short Term Debt - Funding Company                  58,363               -
Billings in excess of costs and
  estimated earnings                              414,014               -

Total current liabilities                       2,512,791         848,111

Total liabilities                               2,512,791         848,111

Commitments and contingencies

Stockholders' equity:
Common stock, $.01 par value; 200,000,000
shares authorized; 15,754,781 shares
issued and outstanding                            157,548         149,548
Additional paid-in capital                        612,529         553,889
Less: treasury stock 2,000 shares (at cost)        (2,000)         (2,000)
Accumulated (deficit) earnings                   (943,719)       (557,100)

Total stockholders' equity                       (175,642)        144,337

Totals                                        $ 2,337,149     $   992,448
</TABLE>

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

                                   F-2
<PAGE>

                  THE BANKER'S STORE, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     NOVEMBER, 2008 AND 2007 (UNAUDITED)

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                            SIX MONTHS ENDED           THREE MONTHS ENDED
                              NOVEMBER 30,                NOVEMBER 30,
                           2008          2007          2008          2007
<S>                    <C>           <C>           <C>           <C>
Revenue                $ 1,980,855   $ 1,364,372   $ 1,455,898   $   533,635

Cost of goods sold       1,935,782       898,448     1,482,207       349,901

Gross profit                45,073       465,924       (26,309)      183,734

Selling, general and
administrative expenses    763,823       550,786       484,347       239,589

Income (loss) from
Operations                (718,750)      (84,862)     (510,656)      (55,855)

Other income (expense):
Interest income (expenses)     410         3,255           169         1,228
Interest expense            (3,145)       (7,979)         (637)       (3,883)
Gain on extinguishment of
 debt to princial
 stockholder               334,866

Total other
 income (expense):         332,131        (4,724)         (468)       (2,655)

Income before income
 tax provision            (386,619)      (89,586)     (511,124)      (58,510)

Income tax provision             -             -             -             -

Net income             $  (386,619) $    (89,586) $   (511,124) $    (58,510)
                       ------------ ------------- ------------- -------------

Basic earnings (loss)
per common share       $     (0.03) $      (0.01) $      (0.03) $      (0.00)
                       ------------ ------------- ------------- -------------

Diluted earnings
(loss) per share       $     (0.03) $      (0.01) $      (0.03) $      (0.00)
                       ------------ ------------- ------------- -------------
</TABLE>

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

                                    F-3
<PAGE>

                  THE BANKER'S STORE, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           SIX MONTHS ENDED NOVEMBER 30,  2008 AND 2007 (UNAUDITED)

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          NOVEMBER 30,
                                                       2008          2007
<S>                                                <C>           <C>
Operating activities
Net income (loss)                                  $  (386,619)  $   (89,586)
Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities:
Depreciation and amortization                           36,134        10,403
Stock based compensation                                     -         8,667
Changes in operating assets and liabilities:
Accounts and contracts receivable                     (670,213)      (45,194)
Inventories                                             98,412       117,754
Earnings in Excess of Billings                        (369,713)            -
Prepaid expenses and other current assets              (28,533)       48,347
Other assets                                          (526,232)       16,286
Accounts payable and accrued expenses                  962,222         7,161
Billings in Excess of Earnings                         414,014             -
Deferred Income                                          8,718             -
Customer deposits                                      (58,017)     (217,890)

Net cash (used in) operating activities               (519,827)     (144,052)

Investing activities
Capital expenditures, net of writeoffs                 (33,922)       (6,066)

Net cash (used in) investing activities                (33,922)       (6,066)

Financing activities
Increase (decrease) in long-term debt, net                   -        (2,346)
Increase (decrease) in short-term debt, net             58,363             -
Notes Payable - AFC Holdings and Consultant            685,000             -
Loan payable - Borrowing from
  principal stockholder                               (405,619)      (23,040)
Common stock issued                                      8,000             -
Additional paid in capital                              58,640             -

Net cash provided by (used in)
  financing activities                                 404,384       (25,386)

Net decrease in cash and cash equivalents             (149,365)     (175,504)

Cash and cash equivalents, beginning of period         149,365       357,323

Cash and cash equivalents, end of period           $         0   $   181,819
                                                   ------------  ------------

Supplemental disclosure of cash flow information:
Interest paid                                      $     3,145   $     7,979
                                                   ------------  ------------
Income taxes paid                                  $         -   $         -
                                                   ------------  ------------
</TABLE>


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

                                      F-4
<PAGE>

                         THE BANKER'S STORE, INC.
            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, 2008 and the Company's results of operations and cash flows for the six
months ended November 30, 2008 and 2007. 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,
2008 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, 2008.

The consolidated results of operations for the six months ended November 30,
2008 are not necessarily indicative of the results to be expected for the
full year.

Note 2 - Liquidity:

The accompanying unaudited condensed consolidated financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
As shown in the accompanying unaudited condensed consolidated financial
statements, the Company incurred a net loss available to common stockholders
of $511,124 and $58,510 for the three month period ended November 30, 2008
and 2007, respectively.  Additionally, the Company has negative cash flows
from operations of $519,827 for the six month period ended November 30, 2008
and an accumulated deficit of $943,719 as of November 30, 2008.  These
factors among others may indicate that the Company may be unable to continue
as a going concern.

The Company's continued existence is dependent upon management's ability to
develop profitable operations and resolve its liquidity problems.  The
accompanying consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.

Note 3 - Earnings (loss) per common share:

The Company presents "basic" earnings (loss) per share and, if applicable,
"diluted" earnings per share pursuant to the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings per Share". Basic earnings
(loss) per share is calculated by dividing net income or loss by the weighted
average number of 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 were issued during the period. The weighted average numbers of
shares for determining basic earnings per share were 15,754,781 in 2008. The
weighted average numbers of shares for determining diluted earnings per share
were 15,754,781 in 2008.

                                     F-5
<PAGE>

                           THE BANKER'S STORE, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 (UNAUDITED)

Note 4 - Income taxes:

The Company's estimated federal and state income tax rate is 40 percent. Due
to the uncertainties related to, among other things, the extent and timing of
the Company's future taxable income, the Company offset the deferred tax
assets attributable to the potential benefits of approximately $53,000 from
the utilization of net operating loss carry forwards and other deferred tax
assets by an equivalent valuation allowance during the three months ending
November 30, 2008. Total deferred tax assets were approximately $300,000
which was offset by an equivalent valuation allowance as of November 30,
2008.

As a result of the corresponding increase in the valuation allowance and
deferred tax assets of $53,000 during the six months ended November 30, 2008,
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 the periods.

Note 5 - Contingencies:

Litigation:

The Company has been served with a lawsuit by Woodmoor and Associates, LLC
("Woodmoor") whereby Woodmoor contends the Company owes Woodmoor $150,000
related to an alleged note payable.  On or about October 1, 2008 Woodmoor
loaned the Company $150,000 to be used for working capital.  The Company does
not dispute the existence of the loan or the amount thereof.  Woodmore
alleges that the loan was due on demand, but the Company believes that the
payment schedule, or any other loan terms and conditions, were ever agreed
upon.  Until this matter is resolved, the Company has recorded this loan in
the financials of the Company as a Note Payable to consultant.  The Company
has secured counsel to represent the Company in this matter

The Company has been served with a lawsuit by Fortis Security ("Fortis"),
whereby Fortis contends the Company owes Fortis an outstanding balance of
$6,804 related to various equipment purchases.  The Company does not dispute
that this amount is owed to Fortis and expects to have the outstanding
balance resolved within the next 90 days.

Note 6 - 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",
"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.

                                     F-6
<PAGE>

                 THE BANKER'S STORE, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                (UNAUDITED)

Revenues and other related segment information follows for the six months and
three months ended November 30, 2008 and 2007:

                THE BANKER'S STORE, INC. AND SUBSIDIARIES

      DISCLOSURE OF REPORTED SEGMENT PROFIT OR LOSS, AND SEGMENT ASSETS

                      SIX MONTHS ENDED              SIX MONTHS ENDED
                         NOVEMBER                        NOVEMBER
                           2008                            2007
               Banking    Office               Banking    Office
              Equipment  Equipment   Totals   Equipment  Equipment   Totals
              ---------- --------- ---------- ---------- --------- ----------
Revenues from
external
customers     $1,908,916 $  71,939 $1,980,855 $1,148,655 $ 215,717 $1,364,372

Segment profit
(loss)          (374,659)  (11,960)  (386,619)   (56,114)  (33,472)  (89,586)

Segment assets$2,272,316 $  64,833 $2,337,149 $1,045,493 $  33,276 $1,078,769


                     THREE MONTHS ENDED             THREE MONTHS ENDED
                         NOVEMBER                        NOVEMBER
                           2008                            2007
               Banking    Office               Banking    Office
              Equipment  Equipment   Totals   Equipment  Equipment   Totals
              ---------- --------- ---------- ---------- --------- ----------
Revenues from
external
customers     $1,438,078 $  17,820 $1,455,898 $  451,750 $  81,885 $  533,635

Segment
profit (loss)   (509,258)   (1,865)  (511,123)   (30,373)  (28,137)  (58,510)

Segment
Assets        $2,272,316 $  64,833 $2,337,149 $1,045,493 $  33,276 $1,078,769

Note 7 - Goodwill:

The Company recorded $521,282 of Goodwill associated with the business
combination between the Company and AFC Holdings, Inc.  The Company
determined that there is a finite life associated with this Goodwill of
approximately five years.  Accordingly the Company is amortizing the cost of
Goodwill over this five-year period.  The Company reflects the net carrying
amount in the Company's financials and is recording a monthly amortization
expense of $8,688 and will record approximately $78,192 of amortization of
goodwill for this fiscal year ending May 31, 2009.


                                        F-7
<PAGE>


The future amortization expense for each of the five succeeding years
relating to all intangible assets that are currently recorded in the
Consolidated Statement of Financial Position is estimated to be the following
at May 31, 2009:


Fiscal Period Ending/Dollars in Thousands
2010                    $104
2011                    $104
2012                    $104
2013                    $104
2014 - 3 months          $27

Note 8 - Debt and Notes Payable:

Factoring Agreement

The Company entered into a Factoring, Loan, and Security Agreement (the
"Agreement") with a financing company on September 19, 2008, which allows for
borrowings of up to $2,000,000.  The Agreement expires on September 18, 2009,
and automatically renews annually thereafter. All borrowings are secured by
outstanding receivables specifically assigned to the financing company.
Assigned receivables are considered "Approved" or "Non-Approved" by the
financing company.

Payments on assigned receivables are received directly by the financing
company, and applied to outstanding advances.  All outstanding advances and
uncollected assigned receivables are subject to fees and interest charges
ranging from 0.55% to 1.5% plus prime rate as published by the Wall Street
Journal. All receivables assigned and advances made are subject to return and
recall by the financing company, respectively.  As such, the advances have
been classified as short-term secured borrowings in accordance with SFAS No.
140 "Accounting for Transfer and Servicing of Financial Assets and
Extinguishments of Liabilities."

The total outstanding advance made under the agreement as of November 30,
2008 is $58,363 which is presented as short-term debt.   The weighted average
rate of interest for borrowings made under the Agreement was 14.0% for the
six months ended November 30, 2008.  As of November 30, 2008, the Company's
availability for future borrowing under the agreement is $89,000 which is
contingent on approval of eligible receivables by the financing company.

Unsecured Subordinated Note - Woodmoor and Associates, LLC

On or about October 1, 2008, the Company received a loan of $150,000 from
Woodmoor and Associates, LLC to be used for working capital.  The loan was
structured as an unsecured note payable and the terms and conditions to
repayment are still being negotiated.  The note is subordinated to the
Factoring Agreement of First Growth Capital.  As of November 30, 2008, the
note is recorded as a current note payable in the financial statements of the
Company.

Unsecured Subordinated Debt - AFC Holdings, Inc.

On August 19, 2008 the Company entered into a business combination with AFC
Holdings, Inc. and related subsidiaries and AFC Systems, Inc.  The Company
entered into an Agreement for the Servicing, Subcontracting and Assignment of
the Rights to Certain Assets with AFC Holdings, Inc., and related
subsidiaries.  The agreement calls for a maximum payment of $135,000 and to
issue warrants on common stock valued at a maximum of $400,000.  The
agreement has been recorded in the Company's records as a current note
payable of $535,000 and as of November 30, 2008, is reflected as a note
payable - AFC Holdings, Inc. in the current liabilities section of the
Balance Sheet.

Note 9 - Business Combination:

On August 19, 2008 the Company entered into a business combination with AFC
Holdings, Inc. and related subsidiaries and AFC Systems, Inc.  The Company
entered into an Agreement for the Servicing, Subcontracting and Assignment of
the Rights to Certain Assets with AFC Holdings, Inc., and related
subsidiaries.  Pursuant to the Agreement the Company has increased its
finance and banking business lines through significant new clients, added 13
new state markets, and added the new business lines of access controls and
security integration inclusive of intellectual property and clients.
Further, the Company received the rights to the customers and clients; the
maintenance and service agreements for ATMs, other financial institution
services and access control systems. In exchange for such rights the Company
agreed to a maximum payment of $135,000 and to issue warrants on common stock
valued at a maximum of $400,000.


                                     F-8
<PAGE>

The Company has recorded the transaction with AFC Holdings, Inc, and related
subsidiaries as a business combination.  The Company acquired a small amount
of immaterial assets primarily furniture, fixture, and computers however the
Company did not acquire any stock or equity nor assume any liabilities or
contingencies.  The Company recorded in Other Assets approximately $521,282
of Goodwill associated with the business combination and determined that the
Goodwill had a finite life of five years.  The Company has used this five-
year life as the amortization period and therefore has recognized in this 10Q
for period ending November 30, 2008 three months of amortization of goodwill
in the amount of $26,064 which is reflected in the General and Administrative
Expense line of the Statement of Operations.

Below is a forecasted Statements of Operations for the three month and six
month periods ending November 30, 2008 and 2007, respectively and for the 12
month period ended May 31, 2009 which incorporates the Company's actual
financial results for those periods.  This forward looking statement should
not be relied upon as achievable results due the many factors affecting the
Company and its operations.  The Company disclaims any intent or obligation
to update these forward-looking statements.

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES
          FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE MONTHS ENDED NOVEMBER, 2008 AND 2007 (UNAUDITED)

                                                       THREE MONTHS ENDED
                                                          NOVEMBER 30,
                                                       2008          2007

Revenue                                            $ 1,455,898   $ 4,213,546

Income (loss) from operations                         (510,656)     (182,255)

Net income                                         $  (511,123)  $  (167,685)

Basic earnings (loss) per common share             $     (0.03)  $     (0.01)

Diluted earnings (loss) per share                  $     (0.03)  $     (0.01)


                   THE BANKER'S STORE, INC. AND SUBSIDIARIES
         FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            SIX MONTHS ENDED NOVEMBER, 2008 AND 2007 (UNAUDITED)

                                                        SIX MONTHS ENDED
                                                          NOVEMBER 30,
                                                       2008          2007
Revenue                                            $ 4,080,579   $ 4,124,667

Income (loss) from operations                         (739,747)       64,119

Net income                                         $  (407,616)  $    47,557

Basic earnings (loss) per common share             $     (0.03)  $     (0.01)

Diluted earnings (loss) per share                  $     (0.03)  $     (0.01)

                                     F-9
<PAGE>

                 THE BANKER'S STORE, INC. AND SUBSIDIARIES
          FORECASTED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE TWELVE MONTH PERIOD ENDED MAY 31, 2009 (UNAUDITED)

                                                         TWELVE MONTHS ENDED
                                                             MAY 31, 2009
Revenue                                                  $        4,730,855

Income (loss) from operations                            $         (998,897)

Net income                                               $         (673,056)

Basic earnings (loss) per common share                   $            (0.05)

Diluted earnings (loss) per share                        $            (0.04)



                                     F-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/ Thomas C. Cook
                                    ------------------
                                    Thomas C. Cook
                                    Principal Executive Officer and Director
 Dated :  July 22, 2009


<PAGE>