<PAGE>   1

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

                                  FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE FISCAL YEAR MAY 31, 2001.

                          COMMISSION FILE NO.: 0-0880

                            THE BANKER'S STORE, INC.
                   (EXACT NAME OF REGISTRANT IN ITS CHARTER)

<Table>
<S>                                                 <C>
                     NEW YORK                                           11-2196303
          (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)
</Table>

              1535 MEMPHIS JUNCTION ROAD, BOWLING GREEN, KY 42101
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (270) 781-8453

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF ACT:  COMMON STOCK, $.01 PAR
                                VALUE PER SHARE.

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ ]

     As of August 3, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Registrant was $294,492.
This aggregate market value is computed by reference to the last sale price of
such common equity on such date.

     14,947,215 shares, $.01 par value per share, as of August 1, 2001 (Number
of shares outstanding of each of the issuer's classes of common stock, as of the
latest practicable date)

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<PAGE>   2

ITEM 1.  DESCRIPTION OF BUSINESS

(A) BUSINESS DEVELOPMENT

     The Banker's Store, Inc. (hereinafter, the "Company" or "we" or "us"), was
incorporated under the laws of the State of New York, on June 26, 1968, in the
name of Inter-County Premium Advancing Corp. The corporate name was changed to
Delhi Chemicals in 1976, Delhi Consolidated Industries, Inc. in 1981, Maritime
Transport and Technology, Inc. in 1987, and to the present name on July 13,
2000.

     During the period from June, 1968 through May, 1998, we acquired and/or
began to develop, and disposed of, several different businesses.

     In May, 1998, the Company, which had no significant assets, liabilities, or
operations at the time, completed the reverse acquisition of B.G. Banking
Equipment, Inc., and Financial Building Equipment Exchange, Inc., which were two
affiliated companies that had common ownership. (The transaction is hereinafter
referred to as the "Merger", and such two entities are hereinafter referred to
as the "Acquired Companies".) In connection with the Merger, we issued
11,282,250 shares of our common stock in exchange for all of the shares of the
Acquired Companies. As a result of the exchange, the former stockholders of the
Acquired Companies owned approximately 75% of the post-merger entity, and the
former stockholders of the Company owned approximately 25% of the post-merger
entity. The Merger was treated as a purchase business combination and a reverse
acquisition for accounting purposes, in which we were the legal acquirer and the
Acquired Companies were the accounting acquirer; the assets and liabilities of
the Acquired Companies were recorded at their historical carrying values as of
June 1, 1998, and the historical financial statements of the Company prior to
June 1, 1998 are those of the Acquired Companies.

(B) OUR BUSINESS

     Principal Products and Services and Their Markets.  Our principal products
and services are bank-related equipment, remote drive-up and walkup teller
systems, automated teller machines (ATMs), vaults, safe deposit Boxes, safes,
filing systems and counter lines. In addition to traditional bank locations, we
have added pharmacies and super drug stores, utilities, shipping departments in
factories and hospitals to our customer base with drive-up and walkup pneumatic
and belt driven money transport and transaction systems. In addition, we provide
all types of physical security systems including access control, master key
systems and electronic locks, closed circuit television, and security systems to
our customers. In June of 2001, we entered into the office equipment and
furniture retail business, selling to commercial and industrial customers. All
of our equipment sold is new, or pre-owned and refurbished in our shops.

     We receive much of our products directly from existing customers, through
asset managers of bank holding companies, web advertising, and a large
independent bank equipment dealer network. Our primary geographic markets are
Kentucky, Tennessee and surrounding states. We install our own products and also
service the products we sell. The Internet has increased awareness of our
products and has been a good resource for purchasing as well as sales. Our
primary customer market has been community banks, newly established banks and
credit unions.

     Distribution Methods of Products and Services.  Sales of equipment are made
directly to customers by our sales personnel, as well as representatives from
related companies, and direct support from several manufacturers and
distributors. The technical nature of our products requires direct contact with
customers and their architects and building contractors. Most products are sold
under contractual agreements on total price, terms and conditions when
installation by us is required. Purchase agreements are required from customers
who provide for their own installations.

     Competitive Conditions.  We know of other entities presently competing for
the same geographic and business markets. Some of the other entities have
greater capital resources, better geographic presence, national marketing, and
more experience than we have.

     There are also some entities that cover similar markets, but usually sell
different manufacturers' products as a dealership, and are not quite as
diversified in terms of product mix. We have an advantage in some areas

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in that our pre-owned, in-house refurbished steel products, warehousing
capability, transport and installation capability give us a pricing advantage on
many of the products required by banks. Many of these products seldom change in
style and can be resold for less than they cost to manufacture new. We also
compete by allowing customer trade-in, consignment, or repurchasing of our
customers' excess equipment. We now have a showroom under construction, which
will give us a showplace for the latest equipment in the industry. We will have
the capability to let customers compare products from manufacturers we represent
and products our competitors represent. Our customer can bring floor plans and
we can provide brochures, schematics, layouts with complete specifications as
well as pricing on all our products, including office furniture. Until the
development of our showroom, prospective customers must visit our previous
installation sites.

     Sources and Availability of Raw Materials and the Names of Principal
Suppliers.  Because of a large number of mergers in the past decade among banks,
closing many branches, we have been able to stockpile large quantities of
equipment for resale. This includes safes and vaults, vault panels,
depositories, bullet resistant glass, and teller fixtures. We do not believe
that a shortage of materials will occur anytime soon. Because part of this
business requires we match an existing product's specifications, size, color,
etc. of teller fixtures, safe deposit boxes, ATMs. We buy from several
manufactures for each product we sell. We can usually match our competitors'
equipment for quality and price, with new or pre-owned products purchased
directly from manufacturers, distributors and specialty equipment brokers.

     Dependence On One or a Few Major Customers.  Our core market has been the
community banks and credit unions of usually ten branches or less. We are not
dependent on any one customer for a significant portion of our business.

     Intellectual Property.  None.

     Need for Any Governmental Approval For Products or Services.  None.

     Effect of Existing or Probable Governmental Regulations on the
Business.  None.

     Description of Research and Development Activities Over Last Two
Years.  None.

     Costs and Effects of Compliance with Environmental Laws.  None.

     Employees.  As of August 1, 2001, we employed 21 full-time employees. Paul
Clark serves as our President, and Roberta Clark as our corporate Secretary. We
have three persons employed in sales, four persons in office/clerical
capacities, and 12 persons engaged in installation/service activities in the
field.

ITEM 2.  DESCRIPTION OF PROPERTY

     We currently occupy 23,976 square feet of office and warehouse space, which
is located at 1535 Memphis Junction Road, Bowling Green, Kentucky. We pay a
monthly rental of $5,000, plus applicable real estate taxes and maintenance
expenses, pursuant to a three year lease agreement dated August 1, 1998, between
Paul D. Clark, our President, and the Company. This lease has been renewed for
the period August 1, 2001 thru July 31, 2004 on substantially the same terms.

     On March 9, 2001, additional space of 6,000 square feet for a showroom
located at 370 Cal Batsel Road, Bowling Green, Kentucky was leased pursuant to
an agreement between Ms. Debbie Gross and the Company (through its wholly-owned
subsidiary, B.G. Banking Equipment). The monthly rental is $2,200, and the lease
expires on November 30, 2001, at which time a lease extension or an outright
purchase by the Company will be negotiated.

ITEM 3.  LEGAL PROCEEDINGS

     As of May 31, 2001, and as of the date of this Annual Report on Form
10-KSB, we were not involved in any material litigation other than that
disclosed in Note 7 to the Company's financial statements.

                                        2
<PAGE>   4

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

     No matters were submitted, during the fourth quarter of the fiscal year
covered by this report, to a vote of security holders, through the solicitation
of proxies or otherwise.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (A) Market Information.  The principal market on which our Common Stock is
traded is the over-the-counter "pink sheets," for which quotes may be obtained
on www.pinksheets.com. Prior to the second quarter of 2000, our stock was traded
on the NASD OTC Bulletin Board (the "OTCBB"). Our ticker symbol is BSTR.

     It is our intention, subsequent to the filing of this Annual Report on Form
10-KSB, to cause to be filed by a market maker an application to relist our
stock for trading on the OTCBB. No assurance can be given that such an
application will be successful, or, if successful, when our stock would resume
trading on the OTCBB.

     The following table sets forth the average high and low bid information for
our Common Stock for each quarter, since August 31, 1999. This information was
received from the OTCBB for quotes prior to the second quarter of 2000, and from
www.pinksheets.com otherwise. As these are over-the-counter market quotations,
they reflect inter-dealer prices, without retail markup, markdown, or
commissions, and may not represent actual transactions.

<Table>
<Caption>
                                HIGH:    LOW:
                                -----    ----
<S>                             <C>      <C>
For the quarter ended:
  August 31, 1999.............  2.30     1.33
  November 30, 1999...........  1.15     0.31
  February 29, 2000...........  1.22     0.66
  May 31, 2000................  0.51     0.46
  August 31, 2000.............  0.20     0.18
  November 30, 2000...........  0.23     0.23
  February 28, 2001...........  0.25     0.35
  May 31, 2001................  0.67     0.10
</Table>

     (B) Holders.  The approximate number of holders of record of our common
Stock, as of August 1, 2001, was 909. This information was obtained from
Continental Stock Transfer & Trust Company, our transfer agent.

     (C) Dividends.  No dividends have been paid on our Common Stock; we do not
foresee paying any dividends on our stock in the near future.

     We did not issue any Common Stock during the fiscal year ended May 31,
2001.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     The matters discussed in this management's discussion and analysis of
financial condition and results of operations contain forward-looking statements
that involve risks and uncertainties. The Company's actual results could differ
materially from those discussed here. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in the
sections entitled "Business" and "Risk Factors," as well as those discussed
elsewhere in this Annual Report on Form 10-KSB. 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. The
Company remained dormant for many years until the Company completed the
acquisition of B.G. Banking Equipment, Inc., and Financial Building Equipment
Exchange, Inc., Kentucky corporations. The Company is now in the business of
buying, selling, and trading both new and refurbishing of financial equipment
for banks and other financial institutions. Commencing in June 2001, the Company
entered the office equipment and furniture retail business. The Company markets
the products throughout the United States primarily through direct sales to
financial

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<PAGE>   5

institutions and other distributors supported by the Company's direct sales
force and soliciting new contacts through its presence on the Internet, though
its principal geographic market is the Commonwealth of Kentucky and surrounding
states.

     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 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 and has not developed a significant backlog for such
products and does not anticipate it will develop a material backlog for such
products in the future.

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

     The Company may not sustain revenue growth or its level of profitability on
a quarterly or annual basis and its operating results may not be consistent with
predictions made by securities analysts.

RESULTS OF OPERATIONS

The following table sets forth operating data as a percentage of net sales:

<Table>
<Caption>
                                                               YEARS ENDED
                                                                 MAY 31,
                                                              --------------
                                                              2001     2000
                                                              -----    -----
<S>                                                           <C>      <C>
Net sales...................................................  100.0%   100.0%
Cost of sales...............................................   61.5%    78.6%
                                                              -----    -----
Gross profit................................................   38.5%    21.4%
Expenses....................................................   27.0%    34.1%
                                                              -----    -----
Income from operations......................................   11.5%   (12.7)%
Other.......................................................    1.1%      .2%
                                                              -----    -----
Net income..................................................   12.6%   (12.5)%
                                                              =====    =====
</Table>

  Results of operations for the years ended May 31, 2001 and 2000.

     Revenues:

     Revenues were approximately $2,463,000 for the year ended May 31, 2001 as
compared to approximately $2,090,000 for the year ended May 31, 2000 reflecting
an increase of approximately $373,000 or 17.8%. The increase in sales during the
year ended May 31, 2001 was caused primarily by the higher demand for the front
access ATM machines. In addition, revenues were positively impacted by the
introduction of new products and the Company's website becoming operational,
thereby enabling customers to see the products, which are being offered for
sale.

     Cost of goods sold:

     Cost of goods sold and related expenses for the year ended May 31, 2001
were approximately $1,513,000 or 61.5% of net sales as compared to approximately
$1,643,000 or 78.6% of net sales for the year ended May 31, 2000. Gross profit
increased during the year ended May 31, 2001 as compared to the year ended May
31, 2000 primarily due to: (1) the high demand for front access ATM machines
allowed the Company to increase its margin on that product; (2) the Company was
able to sell certain of its older products during the

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<PAGE>   6

year, where its cost basis was minimal; and (3) The Company was able to increase
its margins on its refurbished products.

     Selling, general and administrative expenses:

     Selling, general and administrative expenses were approximately $666,000
for the year ended May 31, 2001 as compared to approximately $712,000 for the
year ended May 31, 2000 reflecting a decrease of approximately $46,000 or 6.5%
over the same period last year. In the last year, the Company had undertaken an
increased general and administrative expense to create the infrastructure
necessary to meet the Company's marketing and production goals. This year, the
Company was able to become more efficient in its efforts and curtail certain of
its spending in the overhead area.

     Net Income (Loss):

     As a result of the aforementioned, the Company's net income during the year
ended May 31, 2001 increased by approximately $571,000 to approximately $309,000
or $.02 per share as opposed to a net loss of approximately $262,000 or ($.02)
per share for the comparable prior period.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has historically financed its operations through revenues from
operations, private and public placements of equity securities, debt and capital
lease financing and interest income earned on the net proceeds from the private
placements.

     The Company had cash and cash equivalents of $257,524 and working capital
of $697,250 at May 31, 2001. During the year ended May 31, 2001, The Company's
cash and cash equivalents increased by $96,139. Cash and cash equivalents
provided by operations was $94,887 primarily due to the Company's net income of
$309,174 and the decrease in accounts receivable of $203,892 due to an increase
in collections. These increases were partially offset by the payment of accounts
payable and accrued expenses of $214,043 and the acquisition of additional
inventory of $187,008.

     The Company is evaluating various alternatives in addressing its future
facilities expansion needs. The alternatives being evaluated include
negotiations with various parties for the leasing of additional facility space
and the purchase of additional property to build a new or additional office and
warehousing facility. Relocation to a new facility or leasing of additional
facility space would be expected to result in an increase in rent upon
occupancy.

     The Company believes that its available cash, cash from operations and
funds from existing credit arrangements will be sufficient to satisfy its
funding needs for at least the next 12 months. Thereafter, 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 additional capital, if needed, will be available on
satisfactory terms, if at all. Furthermore, any additional equity financing may
be dilutive to stockholders, and debt financing, if available, may include
restrictive covenants. 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 and become and remain competitive, the timing
and results of regulatory actions in the banking industry, the costs and timing
of further expansion of sales, marketing and manufacturing activities,
facilities expansion needs. The failure by 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 7.  FINANCIAL STATEMENTS

                                        5
<PAGE>   7

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                                     INDEX

<Table>
<Caption>
                                                              PAGE
                                                              -----
<S>                                                           <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS....................      7

CONSOLIDATED:
  BALANCE SHEETS
     MAY 31, 2001 AND 2000..................................      8

  STATEMENTS OF OPERATIONS
     YEARS ENDED MAY 31, 2001 AND 2000......................      9

  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     YEARS ENDED MAY 31, 2001 AND 2000......................     10

  STATEMENTS OF CASH FLOWS
     YEARS ENDED MAY 31, 2001 AND 2000......................     11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................  12-16
</Table>

                                     * * *

                                        6
<PAGE>   8

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
  The Banker's Store, Inc.

     We have audited the consolidated balance sheets of THE BANKER'S STORE, INC.
AND SUBSIDIARIES as of May 31, 2001 and 2000, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Banker's
Store, Inc. and Subsidiaries as of May 31, 2001 and 2000, and their results of
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

                                          J.H. Cohn LLP

Roseland, New Jersey
July 13, 2001

                                        7
<PAGE>   9

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             MAY 31, 2001 AND 2000

<Table>
<Caption>
                                                                 2001          2000
                                                              ----------    ----------
<S>                                                           <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $  257,524    $  161,385
  Accounts receivable, net of allowance for doubtful
     accounts of $3,373 and $16,359.........................     157,680       348,586
  Inventories...............................................     763,641       576,633
  Prepaid expenses and other current assets.................      27,043        27,701
                                                              ----------    ----------
          Total current assets..............................   1,205,888     1,114,305
Equipment and improvements, net.............................      98,858       102,242
Other assets................................................       7,331         7,463
                                                              ----------    ----------
          Totals............................................  $1,312,077    $1,224,010
                                                              ==========    ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt.........................  $   13,874    $   15,895
  Accounts payable and accrued expenses.....................      86,911       300,954
  Customer deposits.........................................     103,881       133,697
  Advances from principal stockholder.......................     261,972       229,573
  Private placement funds in dispute........................      42,000        42,000
                                                              ----------    ----------
          Total current liabilities.........................     508,638       722,119
Long-term debt, net of current portion......................       9,646        17,272
                                                              ----------    ----------
          Total liabilities.................................     518,284       739,391
                                                              ----------    ----------
Commitments and contingencies
Stockholders' equity:
  Common stock, $.01 par value; 80,000,000 shares
     authorized; 14,947,215 shares issued and outstanding...     149,473       149,473
  Additional paid-in capital................................     497,216       497,216
  Retained earnings (accumulated deficit)...................     147,104      (162,070)
                                                              ----------    ----------
          Total stockholders' equity........................     793,793       484,619
                                                              ----------    ----------
          Totals............................................  $1,312,077    $1,224,010
                                                              ==========    ==========
</Table>

                See Notes to Consolidated Financial Statements.
                                        8
<PAGE>   10

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED MAY 31, 2001 AND 2000

<Table>
<Caption>
                                                                 2001           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
Revenue.....................................................  $ 2,462,783    $ 2,090,432
Cost of goods sold..........................................    1,513,417      1,642,860
                                                              -----------    -----------
Gross profit................................................      949,366        447,572
Selling, general and administrative expenses................      666,207        712,200
                                                              -----------    -----------
Income (loss) from operations...............................      283,159       (264,628)
                                                              -----------    -----------
Other income (expense):
  Interest and other income.................................        3,363          5,134
  Interest expense..........................................       (2,612)        (2,448)
                                                              -----------    -----------
          Totals............................................          751          2,686
                                                              -----------    -----------
Income (loss) before income taxes...........................      283,910       (261,942)
Credit for income taxes.....................................      (25,264)
                                                              -----------    -----------
Net income (loss)...........................................  $   309,174    $  (261,942)
                                                              ===========    ===========
Basic earnings (loss) per common share......................  $       .02    $      (.02)
                                                              ===========    ===========
Weighted average number of common shares outstanding........   14,947,215     14,915,561
                                                              ===========    ===========
</Table>

                See Notes to Consolidated Financial Statements.
                                        9
<PAGE>   11

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       YEARS ENDED MAY 31, 2001 AND 2000

<Table>
<Caption>
                                                                            RETAINED
                                       COMMON STOCK         ADDITIONAL      EARNINGS
                                  ----------------------     PAID-IN      (ACCUMULATED
                                    SHARES       AMOUNT      CAPITAL        DEFICIT)        TOTAL
                                  ----------    --------    ----------    ------------    ---------
<S>                               <C>           <C>         <C>           <C>             <C>
Balance, June 1, 1999...........  14,787,955    $147,880     $313,201      $  99,872      $ 560,953
Conversion of debt into common
  stock.........................      38,500         385       38,115                        38,500
Issuance of common shares
  through private placements,
  net of expenses of $3,192.....      15,000         150       11,658                        11,808
Issuance of shares for
  consulting fees...............     105,760       1,058      134,242                       135,300
Net loss........................                                            (261,942)      (261,942)
                                  ----------    --------     --------      ---------      ---------
Balance, May 31, 2000...........  14,947,215     149,473      497,216       (162,070)       484,619
Net income......................                                             309,174        309,174
                                  ----------    --------     --------      ---------      ---------
Balance, May 31, 2001...........  14,947,215    $149,473     $497,216      $ 147,104      $ 793,793
                                  ==========    ========     ========      =========      =========
</Table>

                See Notes to Consolidated Financial Statements.
                                        10
<PAGE>   12

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MAY 31, 2001 AND 2000

<Table>
<Caption>
                                                                2001         2000
                                                              ---------    ---------
<S>                                                           <C>          <C>
Operating activities:
  Net income (loss).........................................  $ 309,174    $(261,942)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation and amortization...........................     23,022       15,361
    Issuance of common stock for services...................                 135,300
    Provision for bad debts.................................    (12,986)      93,428
    Loss on sale of fixed assets............................      1,862
    Changes in operating assets and liabilities:
       Accounts receivable..................................    203,892      (44,547)
       Inventories..........................................   (187,008)     (98,146)
       Prepaid expenses and other current assets............        658      (17,176)
       Other assets.........................................        132       23,634
       Accounts payable and accrued expenses................   (214,043)      55,332
       Customer deposits....................................    (29,816)      63,574
                                                              ---------    ---------
         Net cash provided by (used in) operating
            activities......................................     94,887      (35,182)
                                                              ---------    ---------
Investing activities:
  Capital expenditures......................................    (17,428)     (24,083)
  Proceeds from sale of fixed assets........................      3,960
  Notes receivable -- affiliate.............................                     198
                                                              ---------    ---------
         Net cash used in investing activities..............    (13,468)     (23,885)
                                                              ---------    ---------
Financing activities:
  Principal payments of long-term debt......................    (17,679)     (10,663)
  Loan payable -- investors.................................                  53,908
  Loan payable -- principal stockholder.....................     32,399       55,046
                                                              ---------    ---------
         Net cash provided by financing activities..........     14,720       98,291
                                                              ---------    ---------
Net increase in cash and cash equivalents...................     96,139       39,224
Cash and cash equivalents, beginning of year................    161,385      122,161
                                                              ---------    ---------
Cash and cash equivalents, end of year......................  $ 257,524    $ 161,385
                                                              =========    =========
Supplemental disclosure of cash flow information:
  Interest paid.............................................  $   2,612    $   2,448
                                                              =========    =========
Supplemental disclosure of noncash investing and financing
  activities:
  Property and equipment financed through debt..............  $   8,032    $  28,288
                                                              =========    =========
  Inventory transferred to fixed assets.....................               $  29,530
                                                                           =========
  Issuance of shares of common stock for conversion of loan
    payable -- investors....................................               $  38,500
                                                                           =========
</Table>

                See Notes to Consolidated Financial Statements.
                                        11
<PAGE>   13

                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

  Organization and principles of consolidation:

     The Banker's Store, Inc. (the "Store") (formerly Maritime Transport and
Technology, Inc.) was incorporated under the laws of the State of New York on
June 26, 1968. The Company changed its name effective July 13, 2000. On May 31,
1998, the Company completed the acquisition of B.G. Banking Equipment, Inc.,
("B.G. Banking") and Financial Building Equipment Exchange, Inc. ("FBEE"), both
Kentucky corporations, in exchange for 11,282,250 shares of its common stock.
The acquisition of B.G. Banking and FBEE by the Store (collectively, the
"Company") has been accounted for as a reverse merger involving a shell company,
effectively a recapitalization of B.G. Banking and FBEE (the operating
companies/accounting acquirers). Accordingly, the historical financial
statements of the operating companies are presented as the historical financial
statements of the registrant. The results of operations of the Store (legal
acquirer) are included in the consolidated financial statements since May 31,
1998, the date of the merger. All significant intercompany accounts and
transactions have been eliminated in consolidation. The Company is in the
business of buying, selling, trading and refurbishing financial equipment for
banks and other financial institutions.

  Use of estimates:

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Actual results could differ from those estimates.

  Revenue recognition:

     Revenue is recognized when products are shipped or services are rendered.

  Cash and cash equivalents:

     The Company considers all highly-liquid debt instruments with an original
maturity of three months or less when purchased to be cash equivalents.

  Inventories:

     Inventories, consisting primarily of goods available for sale, are stated
at the lower of cost or market utilizing the first-in, first-out method.

  Equipment and improvements:

     Equipment and improvements are stated at cost, less accumulated
depreciation and amortization. Depreciation and amortization have been provided
utilizing the straight-line method over the estimated useful lives of the
assets.

  Customer deposits:

     Customer deposits represent amounts advanced by customers at the time
orders were placed and are used to reduce the customers' accounts receivable
balances upon shipment of the order.

  Advertising expenses:

     The Company expenses the cost of advertising and promotions as incurred.
Advertising costs charged to operations were not material during the years ended
May 31, 2001 and 2000.

                                        12
<PAGE>   14
                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Net earnings (loss) per 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, such as those issuable upon the exercise of stock options, were
issued during the period. The Company did not have any potentially dilutive
common shares outstanding during the years ended May 31, 2001 and 2000.

  Impairment of long-lived assets:

     The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed of" ("SFAS 121"). Under SFAS 121, impairment
losses on long-lived assets, such as equipment and improvements, are recognized
when events or changes in circumstances indicate that the undiscounted cash
flows estimated to be generated by such assets are less than their carrying
value and, accordingly, all or a portion of such carrying value may not be
recoverable. Impairment losses are then measured by comparing the fair value of
assets to their carrying amount.

  Income taxes:

     The Company accounts for income taxes pursuant to the asset and liability
method which requires deferred income tax assets and liabilities be computed for
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities. At May 31, 2001 and 2000, deferred tax assets and liabilities were
not material.

NOTE 2 -- EQUIPMENT AND IMPROVEMENTS:

     Equipment and improvements consist of the following:

<Table>
<Caption>
                                            RANGE OF
                                            ESTIMATED
                                          USEFUL LIVES       2001        2000
                                          -------------    --------    --------
<S>                                       <C>              <C>         <C>
Machinery and equipment.................  3 to 10 years    $159,435    $147,661
Transportation equipment................        5 years     207,984     203,935
Computer equipment......................        5 years      16,983      16,983
Furniture and fixtures..................        5 years      35,150      34,652
Leasehold improvements..................        3 years      21,080      20,065
                                                           --------    --------
          Totals........................                    440,632     423,296
Less accumulated depreciation and
  amortization..........................                    341,774     321,054
                                                           --------    --------
          Totals........................                   $ 98,858    $102,242
                                                           ========    ========
</Table>

     Depreciation and amortization amounted to $23,022 and $15,361 for the years
ended May 31, 2001 and 2000, respectively.

                                        13
<PAGE>   15
                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3 -- LONG-TERM DEBT:

     Long-term debt consists of the following notes which are collateralized by
transportation equipment:

<Table>
<Caption>
                                                            2001       2000
                                                           -------    -------
<S>                                                        <C>        <C>
9% notes, payable in monthly installments of $642,
  including interest and maturing in March 2003..........  $12,948    $19,178
7.75% notes, payable in monthly installments of $343,
  including interest and maturing in May 2002............    3,948      7,594
10.5% notes, payable in monthly installments of $306,
  including interest and maturing in May 2003............    6,624
11% notes, payable in monthly installments of $643,
  including interest and maturing at various times
  through June 2001......................................               6,395
                                                           -------    -------
          Totals.........................................   23,520     33,167
Less current portion.....................................   13,874     15,895
                                                           -------    -------
Long-term portion........................................  $ 9,646    $17,272
                                                           =======    =======
</Table>

     Principal amounts due under the above obligations in each of the years
subsequent to May 31, 2001 are $13,874 in 2002 and $9,646 in 2003.

NOTE 4 -- ADVANCES FROM PRINCIPAL STOCKHOLDER:

     During May 1999, the Company purchased $295,067 of inventory from its
president and principal stockholder. The Company's purchase price represented
the historical cost of these products. In addition, from time-to-time, the
president and principal stockholder advances cash to the Company. These advances
are noninterest bearing and are to be repaid upon demand.

NOTE 5 -- INCOME TAXES:

     The net credit for income taxes in 2001 consisted of the following:

<Table>
<S>                                                           <C>
Federal -- current..........................................  $(12,237)
State -- current............................................   (13,027)
                                                              --------
          Total.............................................  $(25,264)
                                                              ========
</Table>

     The provision (credit) for income taxes in 2001 and 2000 differs from the
amounts computed using the Federal statutory rate of 34% is a result of the
following:

<Table>
<Caption>
                                                              2001    2000
                                                              ----    ----
<S>                                                           <C>     <C>
Expected provision (credit) at Federal statutory rate.......   34%    (34)%
Effect of state taxes, net of Federal income tax effect.....    6      (6)
Utilization of net operating loss...........................  (40)
Increase in valuation allowance for net deferred tax
  assets....................................................           40
Other.......................................................   (9)
                                                              ---     ---
  Effective tax rates.......................................   (9)%    --%
                                                              ===     ===
</Table>

     As of May 31, 2001, the Company had net operating loss carryforwards of
approximately $21,000 available to reduce future Federal taxable income which
will expire at various dates through 2020. The Company had no other material
temporary differences as of that date. Due to the uncertainties related to,
among other things, the changes in the ownership of the Company, which could
subject those loss

                                        14
<PAGE>   16
                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

carryforwards to substantial annual limitation, and the extent and timing of its
future taxable income, the Company offset the deferred tax assets attributable
to the potential benefits of approximately $8,400 from the utilization of those
net operating loss carryforwards by an equivalent valuation allowance as of May
31, 2001. The Company had also offset the potential benefits from net operating
loss carryforwards of approximately $195,000 by an equivalent valuation
allowance as of May 31, 2000.

NOTE 6 -- RELATED PARTY TRANSACTIONS:

  Rent:

     On August 1, 1998, the Company entered into a three-year operating lease
with its President and principal stockholder for the lease of an aggregate of
23,976 square feet of office and warehouse space located in Bowling Green,
Kentucky. The lease provides for a monthly rent of $5,000 plus applicable real
estate taxes and maintenance expenses. The Company has extended the lease
through August 2004 under the same terms.

     The Company is obligated to its President and principal stockholder for
rent under the aforementioned lease in years subsequent to May 31, 2001 as
follows: $60,000 in 2002, 2003 and 2004 and $10,000 in 2005.

     Related rent expense amounted to $66,442 and $62,482 for the years ended
May 31, 2001 and 2000, respectively.

NOTE 7 -- CONTINGENCIES:

  Private placement -- B.G. Banking:

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

     Two of the Company's directors, acting individually as principals of Taurus
Investments International, Inc. (a Nevada corporation) (collectively "Taurus"),
and as directors of B.G. Banking prior to its acquisition by the Store and
subsequent to the acquisition becoming directors of the Company, offered and
sold on behalf of B.G. Banking what Taurus has admitted to being an aggregate of
304,500 shares of B.G. Banking's common stock for an aggregate consideration of
$304,500. Taurus has remitted to the Company net proceeds of $109,674 and claims
the difference of $194,826 as payment for expenses and commissions. In addition,
Taurus has refused to disclose the names and numbers of shares of common stock
and refused to remit to the Company the proceeds of the shares sold. As of May
31, 2001, Taurus has failed to turn over the balance of money, provide the names
of the stock subscribers and the number of shares of common stock purchased.

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

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

     The Company has received approximately $42,000 from Taurus relating to the
purchase of shares by an unknown investor in June 1999. The Company is holding
such funds in escrow pending disposition.
                                        15
<PAGE>   17
                   THE BANKER'S STORE, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As of May 31, 2001, the Company has reserved 329,500 shares of common stock
pending possible issuance of shares in satisfaction of outstanding subscription
agreements.

  Litigation:

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

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

  Concentrations of credit risk:

     Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents
and accounts receivable. The Company places its cash and cash equivalents with
high credit quality institutions to limit its credit exposure. Cash balances are
insured by the Federal Deposit Insurance Corporation up to $100,000 per
depositor. The Company's cash balances with financial institutions, at times,
may exceed Federal Deposit Insurance Corporation insured limits. At May 31,
2001, the Company has cash and cash equivalent balances that exceed Federally
insured limits in the amount of approximately $56,000. During 2000, the Company
had one customer which accounted for approximately 13% of sales. The Company's
receivable from the major customer was approximately 30% of total accounts
receivable in 2000. During 2001, no such concentration existed.

NOTE 8 -- FAIR VALUE OF FINANCIAL INSTRUMENTS:

     The Company's material financial instruments at May 31, 2001 for which
disclosure of estimated fair value is required by certain accounting standards
consisted of cash and cash equivalents, accounts receivable and accounts
payable, advances from principal stockholder and long-term debt. In the opinion
of management, (i) cash and cash equivalents, accounts receivable and accounts
payable were carried at values that approximated their fair value because of
their liquidity and/or their short-term maturities; (ii) long-term debt were
carried at values that approximated their fair values because they had interest
rates equivalent to those currently prevailing for financial instruments with
similar characteristics and (iii) although management does not believe that
there is a practical method that can be used to specifically determine the fair
value of the advances from the principal stockholder, because of the
relationship of the Company and its stockholders, it believes that these
advances will be repaid on a short-term basis and, accordingly, the carrying
value of the advances approximate fair value.

                                        16
<PAGE>   18

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     On July 20, 2000 our Board of Directors appointed the firm of J.H. Cohn LLP
as the Company's auditors replacing Thomas P. Monahan, CPA ("Monahan"), who was
dismissed by the Board of Directors effective the same date, as reported on a
Form 8-K dated July 25, 2000. The decision to dismiss Monahan was recommended
and approved by the Company's Board of Directors.

     None of the reports of Thomas P. Monahan, CPA, on the Company's audited
financial statements for the year ended May 31, 1999 and the nine months May 31,
1998 and the unaudited financial statements for the interim periods through July
20, 2000 contained an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.

     In connection with the audits of the Company's financial statements as of
and for the year ended May 31, 1999 and the nine months since May 31, 1998 and
for the Company's unaudited financial statements for the interim periods through
July 20, 2000, there have been no disagreements with Thomas P. Monahan, CPA, on
any matters of accounting principles or practices, financial statement
disclosure or auditing scope and procedures, which disagreements, if not
resolved to the satisfaction of Thomas P. Monahan, CPA, would have caused
Monahan to make references to his reports on the Company's financial statements
as of and for the years ended May 31, 1999 and the nine months since May 31,
1998.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     All information presented in this Item is as of May 31, 2001.

     The following table and notes thereto lists: (1) the names and ages of all
directors and executive officers of the Company; (2) the positions and offices
that each person holds with the Company; (3) the term of office as a director
and/or executive officer, and the period during which the person has served as a
director and/or executive officer; and (4) any arrangement or understanding
between the director and/or executive officer and any other person, pursuant to
which they are, or are to be, selected as a director and/or executive officer*.

<Table>
<Caption>
NAME                                        AGE                         POSITION
----                                        ---                         --------
<S>                                         <C>    <C>
Paul D. Clark**...........................  58     President, Director, and Chief Executive Officer
Roberta Clark**...........................  57     Secretary and Director
Albert Blankenship........................  68     Chief Financial Officer and Director
</Table>

---------------
 * There are no arrangements or understandings between any director and/or
   executive officer and any other person, pursuant to which they are, or are to
   be, selected as a director and/or executive officer.

** Paul D. Clark and Roberta Clark are husband and wife.

     PAUL D. CLARK, Mr. Clark is the founder of B.G. Banking Equipment, Inc.
(Formerly AAA Alarms and Services, Inc., March 1977) He has been President, CEO
and a Director of the Company since 1998. He has worked in a variety of
management and sales positions in the electronic security and banking equipment
industries as well as the U.S. Navy. His education and training were from
several technical schools including an Industrial Electronics degree received in
1970. Mr. Clark also received medical electronics specialist training and was an
interior communication electrician with the United States Naval Submarine
Service. Mr. Clark also attends specialized educational courses annually to stay
current in the field of security.

     ROBERTA CLARK, Ms. Clark has been a Director and Secretary of the Company
since May, 1998. From 1977 to 1998, Ms. Clark served in similar positions at AAA
Alarms. She attended Colorado State University in Fort Collins, Colorado, where
she received a B.A. in Art in 1965.

     ALBERT E. BLANKENSHIP, Mr. Blankenship has been the Chief Financial Officer
and a Director of the Company since 1998. From approximately 1990, he has been a
practicing accountant. He has extensive financial experience in a variety of
industries, with both publicly and privately held corporations. He also managed
financial and tax affairs for a variety of corporate clients. Mr. Blankenship
received his B.S. in

                                        17
<PAGE>   19

Business Administration from Bowling Green (KY) College of Commerce, and is a
retired U.S. Army officer. He holds certificate #871 for state board of
accountancy effective 2-14-62.

     None of the directors, officers, promoters or control persons have, in the
last five years: (1) Had any voluntary or involuntary bankruptcy with any other
company, general partnership or executive officership; (2) Had any conviction in
a criminal proceeding nor was subjected to a pending criminal proceedings; (3)
Been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoined, barred, suspended or otherwise limited in their
involvement in any type of business, securities or banking activities; and (4)
Been found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodity Futures Trading Commission to have violated any federal or state
securities or commodities law, or where the judgment has not otherwise been
reversed, suspended or vacated.

     Section 16(a) Beneficial Ownership Reporting Compliance.  Based solely on a
review of Forms 3 and 4, and amendments thereto furnished to the Company under
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 during the
most recent fiscal year, and Form 5 and amendments thereto furnished to the
Company with respect to its most recent fiscal year, all reports required under
Section 16(a) of the Securities Exchange Act of 1934 were timely filed, with the
exception of the Form 5s for each of Messrs. Clark and Blankenship, and Ms.
Clark, which were filed on July 27, 2001.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the salary for Company's last three
completed fiscal years for the named executive officers. Unless otherwise
indicated, no bonus, other annual compensation, restricted stock awards,
securities underlying options or stock appreciation rights, long term incentive
plan payouts, or other long-term compensation was awarded.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
NAME AND PRINCIPAL POSITION                         YEAR    ANNUAL COMPENSATION
---------------------------                         ----    -------------------
<S>                                                 <C>     <C>
Paul D. Clark,....................................  2001          $51,600
  President                                         2000          $43,600
                                                    1999          $33,600
</Table>

Mr. Clark's annual contract is for $78,000.00 and the balance not paid in cash
is deferred into a note payable to Mr. Clark.

     No executive officer was compensated in excess of $100,000 for the past
three (3) fiscal years.

     Directors' Compensation.  The Directors have not received any compensation
for their services. The Company has adopted, through attrition, the plan B.G.
Banking Equipment has had in place for approximately 6 years that provides an
annuity and life insurance as part of profit sharing. There is also a group
health insurance policy for which 2/3 of the cost is paid for by the Company.

     Employment Contracts, Termination of Employment and Change-In-Control
Arrangements.  On February 1, 1998, the Company entered into an employment
agreement ("Employment Agreement") with Paul D. Clark, in which the Company
employed Mr. Clark for a successive three-year term. The agreement provides for
an initial base salary of $78,000 per year, and further provides for family
health insurance, a $100,000 whole life insurance plan, 15 vacation days and
five (5) personal days. Mr. Clark's Employment Agreement is terminable upon the
occurrence of anyone of the following: (1) employee's death, (2) failure of the
Company, as evidenced by filing under the Bankruptcy Act for liquidation, or the
making of an assignment for the benefit of creditors; or (3) a material breach
of the Employment Agreement to the Company executed by the employee. This
agreement was subsequently extended on a year-to-year basis, effective February
1, 2001, on substantially the same terms.

                                        18
<PAGE>   20

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the ownership of the Company's securities as
of May 31, 2001, by any person (including any group) who is known to the Company
to be the beneficial owner of more than 5% of Company's common stock, $.01 par
value per share, and by the Company's executive officers and directors.

<Table>
<Caption>
                                                          NUMBER OF
NAME                                                     SHARES OWNED    PERCENTAGE OWNED
----                                                     ------------    ----------------
<S>                                                      <C>             <C>
Paul D. Clark..........................................   6,631,815           44.37%
  1985 Claypool Alvaton Rd
  Bowling Green, Kentucky 42101
Roberta Clark..........................................   6,631,815           44.37%
  1985 Claypool Alvaton Rd
  Bowling Green, Kentucky 42101
Albert Blankenship.....................................     131,257            0.88%
  628 Sherwood Drive
  Bowling Green, Kentucky 42101
</Table>

     There are no arrangements which may result in a change in control of the
Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company presently occupies 23,976 square feet of office and warehouse
space located at 1535 Memphis Junction Road, Bowling Green, Kentucky, for a
monthly rental of $5,000, pursuant to a three year lease agreement dated August
1, 1998, by and between the Company, and the Company's President, Paul D. Clark,
as owner of the property. Related rent expense amounted to $60,000 for the
fiscal year ended May 31, 2001, and $60,000 for the fiscal year ended May 31,
2000.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

(A) There are no additional exhibits filed with this Annual Report.

<Table>
<Caption>
             EXHIBIT NUMBER AND DESCRIPTION OF DOCUMENT
             ------------------------------------------
<S>      <C>
 2.1(2)  Agreement of Business Combination By Stock Exchange, dated
         April 15, 1998, by and between BG Banking Equipment and
         Maritime Transport & Technology, Inc.
 3.1(1)  Certificate of Incorporation of The Banker's Store, Inc., as
         amended.
 3.2(1)  Articles of Incorporation of Financial Building Equipment
         Exchange, Inc.
 3.3(1)  Articles of Incorporation as amended of BG Banking
         Equipment, Inc.
 3.4(1)  Bylaws of The Banker's Store, Inc.
 4.1(2)  Specimen Common Stock Certificate.
10.1(2)  Business Lease, dated August 1, 1998, by and between Paul D.
         Clark and Maritime Transport and Technology, Inc. (DBA The
         Bank Store and DBA BG Banking Equipment, Inc.)
10.2(2)  Employment Agreement, dated February 1, 1998, by and between
         Maritime Transport & Technology, Inc. (DBA The Bank Store
         and DBA BG Banking Equipment, Inc.) and Paul Clark.
21.1(1)  Subsidiaries of the Company.
</Table>

---------------
(1) Incorporated herein by reference from the Company's Form 10-K filed for the
    year ending May 31, 1998.

(2) Incorporated herein by reference from the Company's Form 10-K filed for the
    year ending May 31, 2000.

(B) During the last quarter of the period covered by this report, there were no
reports on Form 8-K filed with the United States Securities and Exchange
Commission.

                                        19
<PAGE>   21

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          The Banker's Store, Inc.

                                          By:       /s/ PAUL D. CLARK
                                            ------------------------------------
                                                       Paul D. Clark
                                                 President, CEO & Director

Dated: August 13, 2001

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                                          By:       /s/ ROBERTA CLARK
                                            ------------------------------------
                                                       Roberta Clark
                                                    Secretary & Director

Dated: August 13, 2001

                                          By:    /s/ ALBERT BLANKENSHIP
                                            ------------------------------------
                                                     Albert Blankenship
                                            Chief Financial Officer and Director

Dated: August 13, 2001

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