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

                                ---------
                                FORM 10-Q
                                ---------

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2009

                                   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 Identification No.)
  Of Incorporation or Organization

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]    No [ ]

                  APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common stock, par value $0.01, 27,754,781 shares outstanding as of
February 28, 2009.

<PAGE>


                          THE BANKER'S STORE, INC.

                                 FORM 10-Q

                             FEBRUARY 28, 2009

                       PART 1 - 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 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 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 corresponding increase or
if product development efforts are unsuccessful or subject to delays.

On June 11, 2008 the Company entered into an agreement to acquire Chesscom
Consultants Inc.  The acquisition of Chesscom Consultants Inc. was previously
disclosed in the Form 8-K of June 18, 2008. Under the agreement the Company
issued 12,000,000 shares of common stock on July 14, 2008, in exchange for
the shares of Chesscom Consultants Inc. Valuing the transaction requires
assessing the value of the various assets and liabilities of Chesscom
Consultants Inc. and the value of the 12,000,000 shares of the Company's
common stock.  The Company's common stock is not traded in any significant
volume and the 12,000,000 shares though a significant block of stock does not
represent a control position.  Under such circumstances it is expected that
such shares would trade at a significant discount to market at this time.
One assessment is to value at a recent average bid.  In this instance the
transaction value approximates $480,000.  Assessing the value of the assets
and liabilities of Chesscom Consultants Inc. requires valuing various notes
receivable and deferred payment contracts receivable that Chesscom
Consultants Inc. holds.  These are offset by liabilities of minimal amounts.
At June 30, 2008 the net assets of Chesscom Consultants Inc. amounted to
approximately $919,000.  The notes and contracts receivable are related to an
unrelated company that received a going concern qualification from its
independent auditors as of December 31, 2007.  During the quarter ended June
30, 2008 the unrelated company was able to repay approximately $3.9 million
of its indebtedness.  Given the independent auditors report and that the
company reduced its indebtedness by the approximate $3.9 million the Company
will establish an allowance for possible losses related to such notes and
contracts receivable.  Until the completion of an assessment of value, a
third party valuation is being considered, the Company will account for the
transaction value at the estimated $480,000.  Upon completion of the
valuation the transaction will be adjusted accordingly.

On January 15, 2009 holders of less than a majority of the outstanding shares
of common stock executed a written consent action providing for the removal
of certain directors in an effort to block the acquisition of Chesscom
Consultants Inc.  Such written consent action was deemed to be erroneous and
at no time considered effective.  As such, the Company intends to proceed
forward with the acquisition of Chesscom Consultants Inc.

GOING CONCERN

We have experienced significant operating losses over the last 9 months. Our
net operating loss for the nine months ended February 28, 2009 was $596,035
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
three quarters and for the prior fiscal year and has an accumulated deficit
of $1,153,135 as of February 28, 2009.  Net cash used for continuing
operations for the nine month period ended February 28, 2009 was negative
$115,654 and for the prior fiscal year ending May 31, 2008 was negative
$152,691.  As of February 28, 2009, the Company's principal source of
liquidity is $441,965 of trade accounts receivable and other receivables and
contracts acquired net of $456,289.  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 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 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 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 institutions 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 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 Good will 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 10-
Q for the period ending February 28, 2009 six months of amortization of
goodwill which is reflected in the General and Administrative Expense line of
the Statement of Operations.

At this time the transaction is being re-evaluated.  The amounts reported
above maximum payments, $135,000 and warrants on common stock valued at a
maximum of $400,000 are for various reasons in substantial dispute.

On February 18, 2009 the Company's Board of Directors voted to terminate the
Company's President, Cynthia Hayden and the Company's Chief Financial
Officer, David Nail effective March 2, 2009.  In addition, effective March 2,
2009 Duane Hayden, Vice President of the Company and President of the
subsidiary Financial Building Equipment Exchange, Inc. was terminated.  On
February 28. 2009, the Company's Board of Directors voted to appoint Thomas
C. Cook, Esq., President effective with the termination of Cynthia Hayden.
Such actions are as reported in the Company's Form 8-K filed March 11, 2009.

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 condense
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 it estimates, including those
related to accounts receivable, inventories, equipment and improvements,
income taxes and contingencies.  The Company bases it 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 nine months ended February
28, 2009.

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 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.  Woodmoor
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.  At February 28, 2009 the Company has record this loan in the
financials of the Company as a Note Payable to Consultant.  Subsequent to
such date the Company and Woodmoor have agreed upon a settlement regarding
the terms of the note.  The lawsuit is expected to be dismissed without
prejudice.  See Note 5 to Notes to Condensed Consolidated Financial
Statements.

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 resolve the outstanding
balance in the future.

RESULTS OF OPERATIONS

The following table sets forth operating data as a percentage of revenue for
the nine month and three month periods ended February 28, 2009 and 2008.

                                 THREE MONTHS ENDED    NINE MONTHS ENDED
                                 ------------------    -----------------
                                   2009     2008         2009     2008
                                 -------- ---------    -------- --------
Net sales                         100.0%   100.0%       100.0%   100.0%

Cost of goods sold                 82.0%    57.2%        92.1%    63.3%
                                 -------- ---------    -------- --------

Gross Profit                       18.0%    42.8%         7.9%    36.7%

Selling, general and
  administrative expenses          36.8%    53.3%        37.9%    44.1%
                                 -------- ---------    -------- --------

Income (loss) from operations     -18.8%   -10.5%       -30.1%    -7.4%

Other                              -0.4%    -0.8%        10.7%    -0.5%
                                 -------- ---------    -------- --------

Income before income tax
  Provision                       -19.2%   -11.3%       -19.4%    -7.9%

Income tax provision
                                 -------- ---------    -------- --------

Net Income (loss)                 -19.2%   -11.3%       -19.4%    -7.9%
                                 ======== =========    ======== ========


RESULTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED FEBRUARY 28, 2009
AS COMPARED TO THE NINE AND THREE MONTHS ENDED FEBRUARY 28, 2008

Revenues were approximately $3,072,233 for the nine months ended February 28,
2009 as compared to approximately $1,922,269 for the nine months ended
February 29, 2008 reflecting an increase of approximately $1,149,964, or
59.8%.  The increase in revenues during the nine months ended February 28,
2009 is the result of the Company's business expansion with a Tampa Florida
office specializing in the sale, service and support of access control and
integration products and comparable financial institution equipment.  The
revenues for the three months ended February 28, 2009 were $1,091,378 as
compared to $557,896 for the three months ended February 29, 2008, reflecting
an increase of approximately $533,482 or 95.6%.  The increase is a result of
the Company's business expansion described above.

Cost of goods sold for the nine months ended February 28, 2009 were
approximately $2,830,712 or 92% of net sales as compared to approximately
$1,217,537 or 63% of net sales for the nine months ended February 29, 2008.
Cost of goods sold for the three months ended February 28, 2009 was
approximately $894,930 or 82% of net sales as compared to approximately
$319,089 or 57% of net sales for the three months ended February 29, 2008.
The Company has experienced a decline in Gross Profit of approximately
$463,211 for the nine months ended February 28, 2009 as compared to prior
nine month period ended February 29, 2008.  Gross Profit was $241,521 and
$704,732 for the nine month periods ended February 28, 2009 and February 29,
2008, respectively.  The decline in Gross Profit is primarily due to the
company incurring transitional and other 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 $1,165,670 or
38% of revenues for the nine months ended February 28, 2009 as compared to
approximately $848,281 or 44% of revenues for the nine months ended February
29, 2008 reflecting an increase of approximately $317,389.  Selling, general
and administrative expenses were approximately $401,847 or 37% of revenues
for the three months ended February 28, 2009 as compared to approximately
$297,495 or 53% of revenues for the three months ended February 29, 2008
reflecting an increase of $104,352.  Such increases are due to the Company
incurring costs associated with the expansion of business related to the
Tampa Florida operations.  The additional staff included 3 in sales, 10 in
installations, 12 in service and 9 administrative persons.

As a result of the aforementioned, the Company incurred a net loss from
operations during the nine months ended February 28, 2009 of approximately
$596,035 as compared to a net loss from operations of approximately $152,732
for the nine months ended February 29, 2008.  The Company incurred a net loss
from operation during the three months ended February 28, 2009 of
approximately $209,416 as compared to a net loss from operations of
approximately $58,688 for the three months ended February 29, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations through a combination of internally
generated cash flows from operations, factoring of its receivables and other
short term borrowings.  At February 28, 2009 the company's working capital
had decreased by $553,563 from the year ended May 31, 2008.  The decrease in
working capital was primarily the result of the additional expenditures and
expenditures not intended associated with the acquisition of the Tampa,
Florida operations.

The Company will continue to evaluate financing arrangements, opportunities
to grow in its expanded geographic markets and product markets, transition
into related product and  service markets, further penetrate various access
control markets, partner with suppliers to provide downstream customers
improved service and may seek additional sales personnel to penetrate both
new markets and potential 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; 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 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.  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.  At this time we have no intention of entering into such
derivative financial instruments.

ITEM 4.  CONTROLS AND PROCEDURES

(a)  DISCLOSURE CONTROLS AND PROCEDURES.  As of May 31, 2008, the Company
evaluated the effectiveness of the design and operation of is disclosure
controls and procedures.  The Company's disclosure controls and procedures
are the controls and other procedures that it designed to ensure that its
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 through
March 2, 2009, supervised and participated in the 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.  Such
conclusion has been reported by Ms. Hayden in the Company's reports prior to
this reporting period.

(b) CHANGES IN INTERNAL CONTROLS.  As reported in ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,
SIGNIFICANT EVENTS, the Company's Board of Directors terminated both the
President and Chief Financial Officer effective March 2, 2009.  As such, it
is not known to the President whether changes that may have a material effect
or may be likely to have a material effect on the Company's internal control
over financial reporting have occurred during the period covered by this
report.

ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  In accordance with the
final Release No. 33-8934 by the Securities and Exchange Commission, which
requires companies that are non-accelerated filers to include in their annual
reports an attestation report of their independent auditors on internal
control over financial reporting for the fiscal years ending on or after
December 15, 2009, the Company has concluded that based on an evaluation of
the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) as of  November  30, 2008 our
President and Chief Financial officer concluded that the disclosure controls
and procedures were effective.  Based on the statements included in ITEM 4,
CONTROLS AND PROCEDURES (b), the President is not aware of changes that would
render the disclosure controls and procedure ineffective for the period ended
February 28, 2009.

PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has been served with a lawsuit by Woodmoor 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.  Woodmoor
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.  At February 28, 2009 the Company has record this loan in the
financials of the Company as a Note Payable to Consultant.  Subsequent to
such date the Company and Woodmoor have agreed upon a settlement regarding
the terms of the note.  The lawsuit is expected to be dismissed without
prejudice.  See Note 6 to Notes to Condensed Consolidated Financial
Statements.

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 resolve the outstanding
balance in the future.

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.

ITEM 6.  EXHIBITS

Exhibit no.   Description
-----------   -----------
31.1          Certification Pursuant to Rule 13a-14(a) of
              Thomas C. Cook, President

32.1          Certification of Thomas C. Cook


There are no exhibits 32.1 or 32.2, Certification Pursuant to Rule 13a-14(a)
specific to the Chief Financial Officer or Certification of the Chief
Financial Officer, respectively.  The Chief Financial Officer was terminated
effective March 2, 2009.




<PAGE>


                            FINANCIAL STATEMENTS
                  THE BANKER'S STORE, INC. AND SUBSIDIARIES
                                   INDEX
                       PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                                                    PAGE
                                                                    ----

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
FEBRUARY 28, 2009 AND MAY 31, 2008 (UNAUDITED)                       F-2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FEBRUARY 28, 2009 AND FEBRUARY 29, 2008 (UNAUDITED)                  F-3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2009 AND
FEBRUARY 29, 2008 (UNAUDITED)                                        F-4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)                                            F-5 - F-8

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
                February 28, 2009 (unaudited) and May 31, 2008

<TABLE>
<CAPTION>

                                                  February 28,
                                                     2009         May 31,
                                                  (Unaudited)      2008
                                                  -----------  -------------
<S>                                               <C>          <C>
ASSETS

Current Assets:
   Cash and cash equivalents                      $    33,711  $     149,365
   Accounts receivable, net of allowance              441,965        131,820
      For bad debt of $4,043
   Accounts and contracts acquired net of             456,289              -
      Allowance for bad debt of $458,337
   Costs and estimated earnings in excess             279,636              -
      Of billings
   Inventories                                        442,570        578,790
Prepaid expenses and other current assets              63,438         62,461
                                                  -----------  -------------
     Total current assets                           1,717,609        922,436
Equipment and improvements, net                        80,766         69,181
Other assets                                          474,936            831
                                                  -----------  -------------
TOTAL ASSETS                                      $ 2,273,311  $     992,448
                                                  ===========  =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses          $ 1,123,228  $     137,377
   Customer deposits                                  214,357        305,115
   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                   36,576              -
   Billings in excess of costs and estimated
      Earnings                                        137,686              -
                                                  -----------  -------------
     Total current liabilities                      2,196,847        848,111
                                                  -----------  -------------
     Total liabilities                              2,196,847        848,111
                                                  -----------  -------------

Stockholders' Equity:
   Common Stock, $0.01 par value, 200,000,000
     shares authorized, 27,754,781 14,954,781
     shares issued and outstanding as of
     2/28/09 and 5/31/08, respectively                277,548        149,548
   Additional paid-in capital                         954,051        553,889
   Less: treasury stock 2,000 shares (at cost)         (2,000)        (2,000)
   Accumulated (deficit) earnings                  (1,153,135)      (557,100)
                                                  -----------  -------------
     Total stockholders' equity                        76,464        144,337
                                                  -----------  -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 2,273,311  $     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 Statement of Operations
                    February 28, 2009 and 2008 (unaudited)

<TABLE>
<CAPTION>

                     For the three months       For the nine months
                            ended                    ended
                         February 28,              February 28,
                     --------------------       -------------------
                       2009         2008        2009           2008
                     ----------   ---------   ----------     ----------
<S>                  <C>          <C>         <C>            <C>
Revenue              $1,091,378   $ 557,896   $3,072,233     $1,922,269
Cost of goods sold      894,930     319,089    2,830,712      1,217,537
                     ----------   ---------   ----------     ----------
Gross Profit            196,448     238,807      241,521        704,732
Expenses:

General and
 administrative
 expenses               401,847     297,495    1,165,670        848,281
                     ----------   ---------   ----------     ----------
Income (loss) from     (205,399)    (58,688)    (924,149)     (143,549)
   operations
                     ----------   ---------   ----------     ----------

Other income (expense):
   Interest income            -         806          410          4,061
   Interest expense      (4,017)     (5,265)      (7,162)      (13,549)
   Gain on extinguishment
     Of debt to
     Stockholder              -           -      334,866              -
                     ----------    --------    ---------     ----------

Total other income      (4,017)     (4,459)     328,114         (9,183)
   (expense)
                     ----------    --------    ---------     ----------

Income before tax      (209,416)    (63,147)    (596,035)     (152,732)
   provision
Income tax provision          -           -            -              -
                     ----------    --------    ---------     ----------
Net Income             (209,416)    (63,147)    (596,035)     (152,732)
                     ==========    ========    =========     ==========

Basic earnings (loss)    (0.01)       0.00        (0.02)         (0.01)
  Per common share    =========    ========    =========     ==========

Diluted earnings (loss)  (0.01)       0.00        (0.02)         (0.01)
  Per common share   ==========    ========    =========     ==========

Weighted average     27,754,781  14,954,781   25,595,074     14,954,781
 number of
 common shares
 outstanding         ==========   =========    =========     ==========
</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
   Nine months ended February 28, 2009 and February 28, 2008 (unaudited)

<TABLE>
<CAPTION>

                                                 For the        For the
                                               nine months    nine months
                                                 ended          ended
                                                April 30,      April 30,
                                                  2009           2008
                                             -------------  -------------
<S>                                          <C>            <C>
OPERATING ACTIVITIES:
Net (loss)                                   $   (596,035)  $  (152,732)
Adjustments to reconcile net loss
 to net cash provided (used) by
 operating activities:
   Depreciation and amortization                   52,198        15,137
   Stock based compensation                             -        13,000
   Changes in operating assets & liabilities
     Accounts and contracts receivable           (766,434)     (153,299)
     Inventories                                  136,220       160,311
     Earnings in excess of billings              (279,636)            -
     Prepaid expenses & other current assets         (977)       56,364
     Other assets                                (474,105)            -
     Accounts payable and accrued expenses        722,751        95,913
     Billings in excess of earnings               137,686             -
     Customer deposits                            (90,758)     (141,333)
                                            --------------   -------------
     Net cash provided by operating            (1,159,090)     (141,333)
       activities

Investing activities
   Capital expenditures, net of writeoffs         (63,783)       (6,066)
                                            --------------   -------------
     Net cash (used in) investing activities      (63,783)       (6,066)

Financing activities
   Increase (decrease) in long term debt                -        (2,346)
   Increase (decrease) in short term debt          36,576             -
   Note payable - AFC Holdings & Consultant       685,000             -
   Loan payable - borrowing from stockholder     (142,519)      (34,941)
   Common stock issues                            128,000             -
   Additional paid in capital                     400,162             -
                                            --------------   -------------
   Net cash provided by (used in)               1,107,219       (37,287)
      Financing activities                  --------------   -------------

Net decrease in cash and cash equivalents        (115,654)     (149,992)
Cash and cash equivalents beginning of period     149,365       357,323
                                             -------------   -------------
Cash and cash equivalents end of period            33,711       207,331
                                             =============   =============
Supplemental disclosure of cash flow
   Information:
      Interest paid                                     -        13,244
      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 February
28, 2009 and the Company's results of operations and cash flows for the nine
months ended February 28, 2009 and February 29, 2008.  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 the 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 for the
year ended May 31, 2008.

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 $209,416 and $63,147 for the three month period ended February 28, 2009
and February 29, 2008, respectively.  Additionally, the Company has negative
cash flows from operations of $721,279, exclusive of the effects of the
acquisition of Chesscom Consultant's Inc. of $437,811, for the nine month
period ended February 28, 2009 and an accumulated deficit of $1,153,135 as of
February 28, 2009.  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 condensed 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 and dilutive earnings per
share were 27,254,281 and 25,595,074 for the three month and nine month
periods ended February 28, 2009, respectively.


                                     F-5
<PAGE>


Note 5 - 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 nine months ended
February 28, 2009.  The total deferred tax assets were approximately $300,000
which was offset by an equivalent valuation allowance.

As a result of the corresponding increase in the valuation allowance and
deferred tax assets of $53,000 during the nine months ended February 28,
2009, 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

The Company has an unused net operating loss carry-forward balance that
expires at various times through 2027 and 2028.

Note 5 - Contingencies:

The Company has been served with a lawsuit by Woodmoor 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.  Woodmoor
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.  At February 28, 2009 the Company has record this loan in the
financials of the Company as a Note Payable to Consultant.  Subsequent to
such date the Company and Woodmoor have agreed upon a settlement regarding
the terms of the note.  The lawsuit is expected to be dismissed without
prejudice.

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 resolve the outstanding
balance in the future.

Note 6 - Segment information:

The Company has historically reported segment information in accordance with
its adoption of the provisions of Statements of financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131").  However, the Company has been undergoing
significant change in both operations and management.  Operations have been
effected by the general market conditions for banks and other financial
institutions and by the transaction accounted for as a business combination
with AFC Holdings, Inc.  The transaction described in the Agreement for the
Servicing, Subcontracting and the Assignment of the rights to Certain Assets
of August 19, 2008 significantly altered the Company's business
geographically and through the addition of access control and system
integration products and services.  The Company continues to evaluate the
systemic needs to facilitate proper segment reporting at this time.  The
significant increase in revenue and cost has been primarily attributable to
the access control and system integration products and services and the
transition of the Florida division of the Company.  As such, management does
not believe that disclosure at this time would be a meaningful representation
of segment operating results.


                                     F-6
<PAGE>


Note 7 - Goodwill:

At the time of the transaction accounted for as a business combination with
AFC Holdings, Inc. the Company recorded $521,282 of Goodwill associated with
the transaction. Further, 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.

Subsequent to the date of the transaction information has been discovered
that Management believes may impact the assessment of Goodwill associated
with the transaction.  Management continues to evaluate such information and
may dispute the amounts owing as a result of the transaction. (See Note 8 -
Business combinations).

Note 8 - Business combinations:

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 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 institutions 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 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 Good will 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 10-
Q for the period ending February 28, 2009 six months of amortization of
goodwill which is reflected in the General and Administrative Expense line of
the Statement of Operations.

At this time the transaction is being re-evaluated.  The amounts reported
above maximum payments, $135,000 and warrants on common stack valued at a
maximum of $400,000 are for various reasons in substantial dispute.

On June 11, 2008 the Company entered into an agreement to acquire Chesscom
Consultants Inc.  The acquisition of Chesscom Consultants Inc. was previously
disclosed in the Form 8-K of June 18, 2008. Under the agreement the Company
issued 12,000,000 shares of common stock on July 14, 2008, in exchange for
the shares of Chesscom Consultants Inc. Valuing the transaction requires
assessing the value of the various assets and liabilities of Chesscom
Consultants Inc. and the value of the 12,000,000 shares of the Company's
common stock.  The Company's common stock is not traded in any significant
volume and the 12,000,000 shares though a significant block of stock does not
represent a control position.  Under such circumstances it is expected that
such shares would trade at a significant discount to market at this time.
One assessment is to value at a recent average bid.  In this instance the
transaction value approximates $480,000.  Assessing the value of the assets
and liabilities of Chesscom Consultants Inc. requires valuing various notes
receivable and deferred payment contracts receivable that Chesscom
Consultants Inc. holds.  These are offset by liabilities of minimal amounts.
At June 30, 2008 the net assets of Chesscom Consultants Inc. amounted to
approximately $919,000.  The notes and contracts receivable are related to an
unrelated company that received a going concern qualification from its
independent auditors as of

                                     F-7
<PAGE>


December 31, 2007.  During the quarter ended June 30, 2008 the unrelated
company was able to repay approximately $3.9 million of its indebtedness.
Given the independent auditors report and that the company reduced its
indebtedness by the approximate $3.9 million the Company will establish an
allowance for possible losses related to such notes and contracts receivable.
Until the completion of an assessment of value, a third party valuation is
being considered, the Company will account for the transaction value at the
estimated $480,000.  Upon completion of the valuation the transaction will be
adjusted accordingly.

Note 9 - Debt and notes payable:

Factoring Agreement:

The Company entered into a Factoring, Loan and security Agreement (the
"Agreement") with a financing company of September 19, 2008, which allows for
borrowings of up to $2,000,000.  The Agreement was to expire on September 18,
2009 and automatically renews annually thereafter. Former management
attempted to execute an amendment to the agreement negotiated effective
January 29, 2009 and purportedly executed the date of their termination,
March 2, 2009.  Such amendment neither approved by nor submitted to the
Company's Board of Directors significantly increases the cost to the Company.
The Company is evaluating its response at this time.

Borrowings under the Agreement are secured by outstanding receivables
specifically assigned to the financing company.  Assigned receivables are
considered approved or non-approved by the financing company.  Regardless the
Agreement requires the Company to assign all of its outstanding receivables.

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."

Effective March 13, 2009 the Agreement was terminated.

Note Payable - Consultant:

On October 1, 2008 the Company received a loan of $150,000 from Woodmoor and
Associates, LLC to be used for working capital.  The note was subordinated to
the Factoring Agreement.  Disagreement arose as to various terms of the note
resulting in the Company not responding to a demand for repayment.  As of
March 31, 2009 the Company and Woodmoor Associates, LLC are in settlement
discussions.  Interest on the note has been recorded at 9%.

Note Payable - AFC Holdings:

On August 19, 2008 the Company entered into a business combination with AFC
Holdings (see Note 8 - Business combinations). The Company entered into an
agreement for the Servicing, Subcontracting and Assignment of the Rights to
Certain Assets with AFC Holdings 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.  Information has
become available that management believes impairs the transaction and thus
considers the amount owing to be in dispute.  Continued evaluation of the
transaction is ongoing.  Management is not able to estimate the ultimate
outcome and therefore has continued to reflect the total amount $535,000 in
the financial statements.


                                     F-8
<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, Esq.
                                       ------------------------
                                       Thomas C. Cook, Esq.
                                       President and Director

Date: May 22, 2009



<PAGE>