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, 2003
                           Commission File No.: 0-8880

                            THE BANKER'S STORE, INC.
                    (Exact Name of Registrant in its Charter)

NEW YORK                                                   11-2196303
(State or Other Jurisdiction                               (I.R.S. Employer
Of Incorporation or Organization)                          Identification No.)


               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. [X] Yes [ ] 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. [X]

As of August 27, 2003, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant was approximately
$108,663. This aggregate market value is computed by reference to the last sale
price of such common equity on such date. As of August 27, 2003, number of
shares outstanding of Registrant's common stock: 14,947,215 shares.

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

         The Banker's Store, Inc., 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, our 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.

         In connection with this acquisition, 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-acquisition entity, and our former stockholders
owned approximately 25% of the post-acquisition entity. The acquisition 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 our historical financial statements prior to June 1, 1998 are those
of the acquired companies.

OUR BUSINESS

PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS.

         Our principal products and services are bank-related equipment, remote
drive-up and walk-up 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 walk-up 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.

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<PAGE>

         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.
We currently employ two outside sales representatives who operate in Kentucky,
Tennessee and bordering states and two in house sales representatives who
service customers over the telephone and internet and on a walk-in basis.

COMPETITIVE CONDITIONS.

         We know of other entities presently competing for the same geographic
and business markets. Some of the other entities, such as Diebold, have greater
capital resources, better geographic presence, national marketing, and more
experience than we have. Other entities cover similar markets but 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 in that our pre-owned,
in-house refurbished steel products and warehousing, 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 have not yet completed our showroom, but when and if it is complete,
we expect it to give us a showplace for the latest equipment in the industry.
The showroom will allow our customers compare products from manufacturers we
represent and products our competitors represent. Our customers will be able to
bring floor plans and we can provide brochures, schematics and layouts with
complete specifications as well as pricing on all our products, including office
furniture. Until we complete the showroom, prospective customers will have to
visit our previous installation sites in order to view our products. We
currently use the showroom space for showcasing furniture, demonstrating
drive-up systems and overflow warehousing.

         From time to time, we cooperate with competitors which, like us, are
independent suppliers of banking equipment in fulfilling large orders or
supplying each other with pieces of equipment which may otherwise be more
difficult to locate.

                                       3
<PAGE>

SOURCES AND AVAILABILITY OF PRODUCTS AND 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 our products is likely. Because part of this business
requires that 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.

SIGNIFICANT CUSTOMERS.

         Our core market has been the community banks and credit unions of
usually ten branches or less. One customer accounted for approximately 16%, of
our revenues during the year ended May 31, 2003. However, we do not generally
depend on any one customer for a significant portion of our core business and do
not believe that the loss of any one customer would significantly impact our
core business. The sales to this customer, although significant, was not in our
core market.

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 29, 2003, we employed 21 full-time employees. Paul Clark
serves as our President, and Roberta Clark as our corporate Secretary. We have
3 persons employed in sales (one of whom sells office equipment on a
commission only basis), four persons in


                                       4
<PAGE>

administrative capacities and one clerical worker. We also have six persons
engaged in installation, and seven in service activities, in the field.


ITEM 2. DESCRIPTION OF PROPERTY

         We currently occupy approximately 32,000 square feet of office,
warehouse, showroom and shop space which we lease from our President and CEO,
Paul Clark pursuant to two separate leases. We pay a monthly rental of $5,000,
plus applicable real estate taxes and maintenance expenses, for 23,976 square
feet of office and warehouse space, which is located at 1535 Memphis Junction
Road, Bowling Green, Kentucky, 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. We pay $2,200 per month, plus taxes and
maintenance expenses, for the remainder of the space, primarily consisting of a
showroom located at 370 Cal Batsel Road, Bowling Green, Kentucky, pursuant to a
lease that terminates on August 31, 2004.


ITEM 3. LEGAL PROCEEDINGS

         On March 7, 2000, we filed an action in the Supreme Court of the State
of New York, County of New York, against Stamford Financial Consulting, Inc.,
Taurus International Investment, Inc., George C. Bergleitner, Jr., Alexander C.
Brosda and Andrew Seim, seeking an amount of not less than $1.7 million for
breach of fiduciary duty, breach of contract, conversion and unjust enrichment,
and seeking an accounting of defendants' books and records. The action arises
out of B.G. Banking's Confidential Private Placement Memorandum dated January
31, 1998, prepared by Stamford Financial, for the sale of 3,000,000 shares of
B.G. Banking common stock at $1.00 per share. On April 5, 2000, defendant George
C. Bergleitner served a counterclaim alleging that we failed to have 180,000
shares of our stock transferred without any legal endorsement, pursuant to Rule
144(k) under the Securities Exchange Act of 1934, as amended. The counterclaim
seeks damages of $900,000 based upon the value of the stock at the highest
amount at which it traded, which is alleged to be $5.00 per share. We believe we
have meritorious defenses to the counterclaim and are defending the counterclaim
with vigor.

         Defendants Taurus, Brosda and Seim filed a motion to dismiss the
action, which the court denied on October 5, 2000. On November 15, 2000, a
motion filed by counsel for Taurus, Brosda and Seim, to be relieved as counsel,
was granted.

         On December 14, 2000, the court granted our oral motion for the entry
of a default judgment against Taurus International Investment, Inc., Alexander
C. Brosda and Andrew Seim. We are now awaiting a date for a hearing on damages.

         By order entered on May 4, 2001, granting a motion filed by the other
defendants in the matter, namely Stamford Financial Consulting, Inc. and George
C. Bergleitner, the action has


                                       5
<PAGE>

been transferred to New York State Supreme Court, Delaware County, and the
action is continuing there against these defendants.

         On September 26, 2001, we were named as a defendant (under the names
The Bankstore, Inc. and B.G. Banking Equipment, Inc.) in an action filed in the
Circuit Court of the Twelfth Judicial District, Manatee County, Florida by
Taurus Venture Capital Fund, LLC and Taurus International Investments, Inc. Our
president, Paul D. Clark ("Clark"),was also named as a defendant. The action
alleges that The Banker's Store and Mr. Clark violated various Florida statutes,
by failing to effect the exchange of 150,000 shares of B.G. Banking common stock
held by Alexander Brosda and Andrew Seim (allegedly as the beneficial owners for
plaintiffs), for 225,000 shares of the common stock of the The Banker's Store.
The claim seeks $2,000,000 for actual damages based upon a per share price of
$4.50, treble damages of $6,615,000 plus interest and fees. In November 2001, we
filed a motion with Mr. Clark to dismiss the action on jurisdictional grounds.
On May 30, 2002, the court issued a decision denying the motion to dismiss.

         On August 6, 2002, we, together with Mr. Clark, filed an Answer,
Affirmative Defenses and Counterclaims against plaintiffs, denying the
allegations in the complaint and alleging as counterclaims the same claims as
are alleged in the above described action pending in New York State, seeking
damages in an amount of not less than $1.7 million for breach of fiduciary duty,
breach of contract, conversion and unjust enrichment, and seeking an accounting
of plaintiffs' books and records. We and Mr. Clark believe that we have
meritorious defenses and intend to defend the action vigorously.

         On May 28, 2003, the Company and Clark filed a motion for summary
judgment dismissing the complaint. Plaintiffs have not yet responded to the
motion and the Company and Clark are waiting for the court to schedule a hearing
on the motion.

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.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION.

         The principal market on which our Common Stock is traded is the OTC
Bulletin Board. From the second quarter of 2000 until the second quarter of
2001, our common stock traded on the OTC "Pink Sheets." As of September 2001,
our common stock was relisted for trading on the OTC Bulletin Board. Our ticker
symbol is BSTR.

                                       6
<PAGE>

         The following table sets forth the high and low bid information for our
Common Stock for each quarter, since August 31, 2000. This information was
received from the OTC Bulletin Board for quotes prior to the second quarter of
2000 and subsequent to the second quarter of 2001, and from www.pinksheets.com
in the interim period. 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.

                                                         High:           Low:

For the quarter ended:      August 31, 2001              0.37            0.01
                            November 30, 2001            0.16            0.01
                            February 28, 2002            0.30            0.10
                            May 31, 2002                 0.15            0.08
                            August 31, 2002              0.15            0.08
                            November 30, 2002            0.21            0.06
                            February 28, 2003            0.16            0.07
                            May 31, 2003                 0.15            0.07

HOLDERS OF OUR SECURITIES.

         The approximate number of holders of record of our common Stock, as of
August 27, 2003, was 907. This information was obtained from Continental Stock
Transfer & Trust Company, our transfer agent. We did not issue any Common Stock
during the fiscal year ended May 31, 2003.

DIVIDENDS.

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

ITEM 6. 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. Our actual results in our two segments
could differ materially from those discussed here. Factors that could cause or
contribute to such differences are discussed elsewhere in this annual report on
Form 10-KSB. We disclaim any intent or obligation to update these
forward-looking statements.

                                       7
<PAGE>


OVERVIEW

         The Banker's Store, Inc. (the "Store") was established in 1968. It
remained dormant for many years until we completed the acquisition of B.G.
Banking Equipment, Inc., ("B.G. Banking") and Financial Building Equipment
Exchange, Inc., ("FBEE"), Kentucky corporations. We are now in the business of
buying, selling, and trading both new and refurbishing of financial equipment
for banks and other financial institutions. Commencing during the fourth quarter
of the year ended May 31, 2002, we entered the office equipment and furniture
retail business. We market products throughout the United States primarily
through direct sales to financial institutions and other distributors supported
by our direct sales force and soliciting new contacts through our presence on
the Internet.

         We anticipate that our results of operations may fluctuate for the
foreseeable future due to several factors, including whether and when new
products at competitive prices are obtained and sources of good used banking and
banking related equipment and furniture available at favorable prices, market
acceptance of current or new products, delays, or inefficiencies, shipment
problems, seasonal customer demand, the timing of significant orders,
competitive pressures on average selling prices and changes in the mix of
products sold.

         Operating results would also be adversely affected by a downturn in the
market for our current and future products, order cancellations, or order
rescheduling or remanufacturing or delays. We purchase and resell new
merchandise and remanufacture and ship our other products shortly after receipt
of orders. We have not developed a significant backlog for such products and do
not anticipate developing a material backlog for such products in the future.

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

         We may not be able to sustain revenue growth on a quarterly or annual
basis and our operating results may not be consistent with predictions made by
securities analysts.

SUMMARY OF SIGNIFICANT ESTIMATES AND CONTINGENCIES:

Estimates:

                  Our discussion and analysis of our financial condition and
                  results of operations are based upon our consolidated
                  financial statements, which have been prepared in conformity
                  with accounting principles generally accepted in the United
                  States of America. The preparation of these consolidated
                  financial statements requires us to make estimates and
                  judgments that affect the reported amounts of assets,
                  liabilities, revenues and expenses, and related disclosures of
                  contingent assets and liabilities. On an on-going basis, we
                  evaluate our estimates, including those related to accounts
                  receivable, inventories, equipment and improvements, income
                  taxes and contingencies. We base our estimates on historical
                  experience and on


                                       8
<PAGE>

                  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.

Inventories:

                  Inventories, consisting primarily of finished goods, are
                  stated at the lower of cost or market. Cost is determined by
                  the first-in first-out method. Management monitors and
                  periodically reviews inventory quantities and agings and, when
                  appropriate, inventory is sold at lower than normal margins in
                  order to reduce the levels of excess or older goods.

                  We provide for an inventory reserve of approximately $35,000
                  and $27,775 for the years ended May 31, 2003 and 2002,
                  respectively.

Equipment and improvements:

                  Equipment and improvements are stated at cost less accumulated
                  depreciation and amortization. Depreciation is computed using
                  the straight-line method over the estimated useful lives of
                  the related assets ranging from 3 to 10 years for the
                  equipment. Amortization of leasehold improvements is computed
                  using the straight-line method over the term of the lease.

                  Impairment losses on the equipment and improvements are
                  recognized when events indicate that the undiscounted cash
                  flows estimated to be generated by such assets are less than
                  their carrying value and all or a portion of such carrying
                  value may not be recoverable. We did not recognize any
                  impairment losses during 2003 and 2002.

Income taxes:

                  Deferred tax assets resulted from temporary differences
                  attributable to allowance for doubtful accounts, slow-moving
                  inventories, accrued officer salary and operating loss
                  carryforwards. As of May 31, 2003, we had net operating loss
                  carryforwards of approximately $167,000 available to reduce
                  future taxable income which will expire at various dates
                  through 2023. Due to the uncertainties related to, among other
                  things, the changes in our ownership which, could subject
                  those loss carryforwards to substantial annual limitation, and
                  the extent and timing of our future taxable income, we offset
                  the deferred tax assets attributable to the potential benefits
                  of approximately $147,000 from the utilization of those net
                  operating loss carryforwards and other deferred tax assets by
                  an equivalent valuation allowance as of May 31, 2003.


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<PAGE>

Related party transactions:

                  We have entered into two operating leases with our President
                  and principal stockholder, Paul Clark for the lease of an
                  aggregate of 31,616 square feet of office and warehouse space
                  located in Bowling Green, Kentucky. The leases provide for a
                  monthly rent of $7,200 plus applicable real estate taxes and
                  maintenance expenses. The leases expire in August and
                  September 2004, respectively.

Contingencies:

         Private placement - B.G. Banking:

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

                  Two of our directors, acting individually as principals of
                  Taurus Investments International, Inc. (a Nevada corporation)
                  (collectively "Taurus"), and as directors of B.G.Banking prior
                  to its acquisition by the Store and subsequent to the
                  acquisition becoming directors of the Store, 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
                  us 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 us the proceeds of the
                  shares sold. As of May 31, 2003, Taurus has failed to turn
                  over the balance of money, provide the names of the stock
                  subscribers and the number of shares of common stock
                  purchased.

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

                  We may also be forced to defend ourself against actions to be
                  brought by unknown subscribers to shares of common stock of
                  B.G. Banking whose purchase price has never been disclosed or
                  delivered to the Store. We are aware of one alleged purchaser
                  who claims to have delivered funds to Taurus and whose funds


                                       10
<PAGE>

                  were apparently not turned over to us. In the opinion of
                  management, the Store has no liability to such purchasers and
                  intends to vigorously defend such actions, if and when
                  brought.

                  We have received approximately $42,000 from Taurus relating to
                  the purchase of shares by an unknown investor in June 1999. We
                  are holding such funds in escrow pending disposition.

                  As of May 31, 2003, we have reserved 329,500 shares of common
                  stock pending possible issuance of shares in satisfaction of
                  outstanding subscription agreements.

         Litigation:

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

                  However, on September 26, 2001, Taurus Venture Capital Fund,
                  LLC and Taurus filed a similar claim against the Store and our
                  president, Paul Clark. The claim seeks $2,000,000 for actual
                  damages based upon a per share price of $4.50, treble damages
                  of $6,615,000 plus interest and fees. In November 2001, the
                  Store and our president filed a motion to dismiss or abate the
                  action and are awaiting the scheduling by the court of a
                  hearing on the motion. On May 30, 2002, the court issued a
                  decision denying the motion to dismiss.

                  On August 6, 2002, we filed an answer, affirmative defenses
                  and counterclaims against plaintiffs, denying the allegations
                  in the complaint and alleging as counterclaims the same claims
                  as are alleged in the following described action pending in
                  New York State, seeking damages in the amount of not less than
                  $1,700,000 for breach of fiduciary duty, breach of contract,
                  conversion and unjust enrichment, and seeking an accounting of
                  plaintiffs' books and records. We intend to continue to
                  vigorously defend ourself against the claims of the plaintiffs
                  and to vigorously pursue our claims against the plaintiffs. On
                  May 28, 2003, the Store and our president filed a motion to
                  dismiss the action and are awaiting the scheduling by the
                  court of a hearing on the motion.

                  On March 7, 2000, we filed an action in the Supreme Court of
                  New York 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

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<PAGE>


                  accounting of Taurus' books and records. The action arises out
                  of B.G. Banking's confidential private placement memorandum
                  dated January 31, 1998 for the sale of 3,000,000 shares of
                  common stock at $1.00 per share. Taurus filed a motion to
                  dismiss the action which the court denied on October 5, 2000.
                  On December 14, 2000, the court granted our oral motion for
                  the entry of a default judgment against Taurus. On May 4,
                  2001, the Court granted the motion filed by the defendant and,
                  as a result, the action has been transferred to the New York
                  State Supreme Court, Delaware County. We are awaiting a date
                  for a hearing on plaintiff's damages. We intend to continue to
                  vigorously pursue our litigation against the plaintiff.


RESULTS OF OPERATIONS

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

                                                 May 31,
                                          2003            2002
                                         ------------------------

Net sales                                100.0%          100.0%
Cost of sales                             72.0%           80.1%
                                         -----           -----

Gross profit                              28.0%           19.9%

Expenses                                  27.0%           39.3%
                                         -----           -----

Income from operations                     1.0%          (19.4)%
Other                                      (.2)%            .1%
                                         -----           -----

Net income                                  .8%          (19.3)%
                                         =====           =====


RESULTS OF OPERATIONS FOR THE YEARS ENDED MAY 31, 2003 AND 2002.

Revenues  were  approximately  $2,623,000  for the year  ended  May 31,  2003 as
compared to approximately  $1,773,000 for the year ended May 31, 2002 reflecting
an  increase  of  approximately  $850,000  or 48.0%,  primarily  in our  banking
equipment  segment.  The increase in revenues during the year ended May 31, 2003
was caused  primarily by the sale of a substantial  amount of inventory to a new
customer  during the year.  Sales to this  customer  approximated  $450,000.  In
addition,  several  banks in the area  upgraded or serviced  their ATM  machines
during the  period.  These  increases  were  offset by a decrease  in our office
equipment  segment of  approximately  $39,000 to $152,000  from $191,000 for the
year ended May 31, 2003.

Cost of goods sold and  related  expenses  for the year ended May 31,  2003 were
approximately  $1,888,000  or 72.0% of net sales as  compared  to  approximately
$1,420,000  or 80.1% of net sales for the year ended May 31, 2002.  Gross profit
increased  during  the year  ended May 31,  2003

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<PAGE>


primarily due to the ratio of  refurbished  products sold to new products  sold.
The sale of  refurbished  or used items  carries a much higher gross profit than
the  sales  of new  items.  During  the  year,  we sold a higher  percentage  of
refurbished equipment, which resulted in a higher gross profit margin. The gross
profit  margin also  increased  due to a 48%  increase in sales  during the year
ended May 31, 2003.  Since fixed  overhead  costs remained flat when compared to
year ended May 31, 2002,  the increase in sales  resulted in higher gross profit
margin. In addition, we sold inventory to the new customer described above, at a
higher than historical gross profit.

Selling,  general and  administrative  expenses were comparable between the year
ended May 31, 2003 of totals of approximately $708,000 to approximately $697,000
for the year ended May 31, 2002 reflecting an increase of approximately  $11,000
or 1.6%.

As a result of the aforementioned,  our net income during the year ended May 31,
2003 increased by approximately  $363,000 to approximately $20,000 as opposed to
a net loss of  approximately  $343,000 ($.02 per share) for the comparable prior
period.

LIQUIDITY AND CAPITAL RESOURCES

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

We had cash and cash  equivalents of $239,744 and working capital of $391,296 at
May 31, 2003.  During the year ended May 31, 2003, our cash and cash equivalents
decreased by $9,902.  Cash and cash  equivalents  used in operations  was $3,843
primarily  due to the  increase  in  accounts  receivable  of  $140,559  and the
decrease in accounts payable and accrued expenses of $50,089. These changes were
partially  offset by the decrease in  inventories  of $82,126,  depreciation  of
$33,243 and the increase in customer deposits of $33,392.  During the year ended
May  31,  2003,  we  received  advances  totaling  $52,818  from  our  principal
stockholder. We used part of these proceeds to purchase $33,167 of equipment and
to repay $33,900 on the line of credit.

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

We believe that our available cash, cash from operations and funds from existing
credit arrangements will be sufficient to satisfy our funding needs for at least
the  next  12  months.   Thereafter,   if  cash  generated  from  operations  is
insufficient   to  satisfy   our  working   capital   and  capital   expenditure
requirements, we may be required to sell additional equity or debt securities or
obtain  additional  credit  facilities.  There  can be no  assurance  that  such
additional  capital,  if needed,  will be available on satisfactory terms, if at
all.   Furthermore,   any  additional   equity  financing  may  be  dilutive  to
stockholders,   and  debt  financing,  if  available,  may  include


                                       13
<PAGE>

restrictive  covenants.  Our future  liquidity and capital funding  requirements
will depend on numerous factors,  including the extent to which our new products
and  products  under  consideration  are  successfully  developed,  gain  market
acceptance  and  become  and  remain  competitive,  the  timing  and  results of
regulatory  actions  in the  banking  industry,  the costs and timing of further
expansion of sales, marketing and manufacturing activities, facilities expansion
needs.  The failure by us to raise capital on acceptable terms when needed could
have a material adverse effect on our business,  financial condition and results
of operations.


ITEM 7. FINANCIAL STATEMENTS


                                       14


<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES



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


                                                                            PAGE
                                                                            ----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                    F-2

CONSOLIDATED:
     BALANCE SHEETS
         MAY 31, 2003 AND 2002                                              F-3

     STATEMENTS OF OPERATIONS
         YEARS ENDED MAY 31, 2003 AND 2002                                  F-4

     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
         YEARS ENDED MAY 31, 2003 AND 2002                                  F-5

     STATEMENTS OF CASH FLOWS
         YEARS ENDED MAY 31, 2003 AND 2002                                  F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                  F-7



                                      * * *



                                      F-1
<PAGE>


                    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,  2003  and  2002,  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,  2003 and  2002,  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.





Roseland, New Jersey
July 18, 2003



                                      F-2
<PAGE>



                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2003 AND 2002



                          ASSETS                          2003          2002
                          ------                       ----------    ----------

Current assets:
   Cash and cash equivalents                           $  239,744    $  249,646
   Accounts receivable, net of allowance for
       doubtful accounts of $5,120 and $3,373             221,812        79,506
   Inventories                                            671,690       753,816
   Prepaid expenses and other current assets               53,693        51,608
                                                       ----------    ----------
         Total current assets                           1,186,939     1,134,576

Equipment and improvements, net                            86,621        86,697
Other assets                                                7,332        25,894
                                                       ----------    ----------

         Totals                                        $1,280,892    $1,247,167
                                                       ==========    ==========

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

Current liabilities:
   Notes payable - bank                                              $   33,900
   Current portion of long-term debt                   $   12,267        11,787
   Accounts payable and accrued expenses                  160,576       210,665
   Customer deposits                                      191,609       158,217
   Advances from principal stockholder                    389,191       336,373
   Private placement funds in dispute                      42,000        42,000
                                                       ----------    ----------
         Total current liabilities                        795,643       792,942

Long-term debt, net of current portion                     13,932         3,202
                                                       ----------    ----------
         Total liabilities                                809,575       796,144
                                                       ----------    ----------

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
   Accumulated deficit                                   (175,372)     (195,666)
                                                       ----------    ----------
         Total stockholders' equity                       471,317       451,023
                                                       ----------    ----------

         Totals                                        $1,280,892    $1,247,167
                                                       ==========    ==========


See Notes to Consolidated Financial Statements.


                                      F-3
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2003 AND 2002


                                                          2003          2002
                                                       ----------    ----------

Revenue                                                $2,622,516    $1,772,553

Cost of goods sold                                      1,887,785     1,420,264
                                                       ----------    ----------

Gross profit                                              734,731       352,289

Selling, general and administrative expenses              708,050       697,165
                                                       ----------    ----------

Income (loss) from operations                              26,681      (344,876)
                                                       ----------    ----------

Other income (expense):
     Interest and other income                              1,966         5,296
     Interest expense                                      (8,353)       (3,190)
                                                       ----------    ----------
         Totals                                            (6,387)        2,106
                                                       ----------    ----------

Net income (loss)                                      $   20,294    $ (342,770)
                                                       ==========    ==========

Basic earnings (loss) per common share                 $       --    $     (.02)
                                                       ==========    ==========

Weighted average number of common
     shares outstanding                                14,947,215    14,947,215
                                                       ==========    ==========


See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2003 AND 2002


                                                           Retained
                                                           Earnings
                             Common Stock      Additional   (Accum-
                        ---------------------    Paid-in     ulated
                          Shares      Amount     Capital    Deficit)     Total
                        ----------   --------   --------   ---------   --------

Balance, June 1, 2001   14,947,215   $149,473   $497,216   $ 147,104   $793,793
Net loss                                                    (342,770)  (342,770)
                        ----------   --------   --------   ---------   --------
Balance, May 31, 2002   14,947,215    149,473    497,216    (195,666)   451,023
Net income                                                    20,294     20,294
                        ----------   --------   --------   ---------   --------
Balance, May 31, 2003   14,947,215   $149,473   $497,216   $(175,372)  $471,317
                        ==========   ========   ========   =========   ========


See Notes to Consolidated Financial Statements.


                                      F-5
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2003 AND 2002

                                                            2003         2002
                                                         ---------    ---------
Operating activities:
  Net income (loss)                                      $  20,294    $(342,770)
  Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
    Depreciation and amortization                           33,243       27,983
    Provision for doubtful accounts                         (1,747)
    Changes in operating assets and liabilities:
      Accounts receivable                                 (140,559)      78,174
      Inventories                                           82,126        9,825
      Prepaid expenses and other current assets             (2,085)     (24,565)
      Other assets                                          21,582
      Accounts payable and accrued expenses                (50,089)     123,754
      Customer deposits                                     33,392       54,336
                                                         ---------    ---------
        Net cash used in operating activities               (3,843)     (73,263)
                                                         ---------    ---------

Investing activities:
  Capital expenditures                                     (33,167)     (15,822)
  Increase in cash surrender value of officer's
    life insurance                                          (3,020)     (18,563)
                                                         ---------    ---------
        Net cash used in investing activities              (36,187)     (34,385)
                                                         ---------    ---------

Financing activities:
  Proceeds from notes payable - bank                       194,000       33,900
  Repayment of notes payable - bank                       (227,900)
  Principal payments on long-term debt                     (18,618)     (25,331)
  Proceeds from long-term debt                              29,828       10,000
  Loan payable - principal stockholder                      52,818       81,201
                                                         ---------    ---------
        Net cash provided by financing activities           30,128       99,770
                                                         ---------    ---------

Net decrease in cash and cash equivalents                   (9,902)      (7,878)

Cash and cash equivalents, beginning of year               249,646      257,524
                                                         ---------    ---------

Cash and cash equivalents, end of year                   $ 239,744    $ 249,646
                                                         =========    =========

Supplemental disclosure of cash flow information:
  Interest paid                                          $   8,353    $   3,190
                                                         =========    =========

  Income taxes paid                                                    $ 11,287
                                                                      =========

Supplemental disclosure of noncash investing
  and financing activities:
  Property and equipment financed through debt                        $   6,800
                                                                      =========


See Notes to Consolidated Financial Statements.



                                      F-6
<PAGE>


                    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") was incorporated  under the
             laws of the State of New York on June 26,  1968.  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.
             During  2002,  the  Company  commenced  the  business of buying and
             selling office equipment.

           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 finished goods, 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.


                                      F-7
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and summary of significant accounting policies
         (concluded):

           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, 2003 and 2002.

           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.


Note 2 - Equipment and improvements:

           Equipment and improvements consist of the following:

                                                Range of
                                               Estimated
                                              Useful Lives     2003       2002
                                             -------------   --------   --------
             Machinery and equipment         3 to 10 years   $169,487   $169,487
             Transportation equipment        5 years          239,648    207,984
             Computer equipment              5 years           16,983     16,983
             Furniture and fixtures          5 years           36,653     35,150
             Leasehold improvements          3 years           26,851     26,851
                                                             --------   --------
                    Totals                                    489,622    456,455

             Less accumulated depreciation
               and amortization                               403,001    369,758
                                                             --------   --------

                    Totals                                   $ 86,621   $ 86,697
                                                             ========   ========

           Depreciation and amortization amounted to $33,243 and $27,983 for the
           years ended May 31, 2003 and 2002, respectively.


                                      F-8
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3 - Notes payable - bank:

           The Company has a $150,000  revolving line of credit with  borrowings
           bearing  interest at .25% above the prime rate and  guaranteed by the
           Company's principal stockholder. The line of credit expires on August
           5, 2003 and the  Company is  currently  negotiating  a renewal of the
           line of credit.


Note 4 - Long-term debt:

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

                                                              2003         2002
                                                            -------      -------
             Equipment obligations bearing interest
               at 15.3% collateralized by the
               underlying equipment and matures
               in 2005                                      $ 3,201      $ 5,357

             8.25% notes, payable in monthly installments
               of $336, including interest and maturing
               July 2005                                      7,979

             7% notes, payable in monthly installments
               of $357, including interest and maturing
               October 2005                                   9,487

             8% notes, payable in monthly installments
               of $239, including interest and maturing
               in June 2005                                   5,532

             9% notes, payable in monthly installments
               of $642, including interest and maturing
               in March 2003                                               6,132

             10.5% notes, payable in monthly installments
               of $306, including interest and maturing
               in May 2003                                                 3,500
                                                            -------      -------
               Totals                                        26,199       14,989

             Less current portion                            12,267       11,787
                                                            -------      -------

             Long-term portion                              $13,932      $ 3,202
                                                            =======      =======

           Principal  amounts  due under the  above  obligations  in each of the
           years subsequent to May 31, 2003 are $12,267 in 2004, $11,225 in 2005
           and $2,707 in 2006.


Note 5 - 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.


                                      F-9
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Income taxes (concluded):

           The  provision  for income taxes  differs  from the amounts  computed
           using the Federal statutory rate of 34% as a result of the following:

                                                                 2003      2002
                                                                ------    ------

              Expected provision 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
                                                                ------    ------
                        Effective tax rate                        --%        --%
                                                                ======    ======

           Deferred tax assets resulted from temporary differences  attributable
           to  depreciation,  allowance  for doubtful  accounts and  slow-moving
           inventories,    accrued   officer   salaries   and   operating   loss
           carryforwards.  As of May 31,  2003,  the Company had  net  operating
           loss  carryforwards  of  approximately  $167,000  available to reduce
           future  Federal  taxable  income  which will expire at various  dates
           through  2023.  Due to the  uncertainties  related  to,  among  other
           things,  the changes in the  ownership  of the  Company,  which could
           subject those loss  carryforwards to substantial  annual  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 $147,000 from the utilization of those net operating
           loss  carryforwards  and other  deferred tax assets by an  equivalent
           valuation allowance as of May 31, 2003. Significant components of the
           Company's  deferred  tax  assets  as of May 31,  2003 and 2002 are as
           follows:

                                                          2003           2002
                                                       ---------      ---------
              Deferred tax assets:
                Net operating loss carryforwards       $  63,000      $ 135,000
                Accrued officer salary                    69,000
                Inventory reserve                         13,000         10,000
                Other                                      2,000          2,000
                                                       ---------      ---------
                                                         147,000        147,000
              Valuation allowance for deferred
                tax assets                              (147,000)      (147,000)
                                                       ---------      ---------
              Deferred tax assets                      $      --      $      --
                                                       =========      =========


Note 7 - Related party transactions:

           Rent:

             The  Company  has  entered  into  two  operating  leases  with  its
             President and principal  stockholder  for the lease of an aggregate
             of 31,616  square  feet of office and  warehouse  space  located in
             Bowling Green,  Kentucky.  The leases provide for a monthly rent of
             $7,200 plus applicable real estate taxes and maintenance  expenses.
             The leases expire in August and September 2004, respectively.


                                      F-10
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Related party transactions (concluded):

           Rent (concluded):

             The Company is obligated to its President and principal stockholder
             for rent under the aforementioned leases in years subsequent to May
             31, 2003 as follows: $86,000 in 2004 and $18,800 in 2005.

             Related rent expense  amounted to $86,789 and $86,558 for the years
             ended May 31, 2003 and 2002, respectively.


Note 8 - 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,  2003,  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.


                                      F-11
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8 - Contingencies (continued):

           Private placement - B.G. Banking (concluded):

             The Company has received approximately $42,000 from Taurus relating
             to the purchase of shares by an unknown  investor in June 1999. The
             Company is holding such funds in escrow pending disposition.

             As of May 31,  2003,  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, we
             filed a motion to  dismiss  the  complaint  for  failure to state a
             claim,  improper venue and lack of jurisdiction,  respectively.  On
             January 23, 2001, the court dismissed  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.

             However,  on September 26, 2001,  Taurus Venture  Capital Fund, LLC
             and  Taurus  filed a similar  claim  against  the  Company  and its
             president. The claim seeks $2,000,000 for actual damages based upon
             a per share  price of $4.50,  treble  damages  of  $6,615,000  plus
             interest and fees. In November  2001, the Company and its president
             filed a motion to dismiss or abate the action and are  awaiting the
             scheduling  by the court of a  hearing  on the  motion.  On May 30,
             2002, the court issued a decision denying the motion to dismiss.

             On August 6, 2002,  the Company and the President  filed an answer,
             affirmative defenses and counterclaims against plaintiffs,  denying
             the allegations in the complaint and alleging as counterclaims  the
             same  claims  as are  alleged  in the  following  described  action
             pending  in New York  State,  seeking  damages in the amount of not
             less than  $1,700,000  for  breach  of  fiduciary  duty,  breach of
             contract,   conversion  of  unjust   enrichment,   and  seeking  an
             accounting of plaintiffs'  books and records.  The Company believes
             that they have  meritorious  defenses  and  intends  to  vigorously
             defend the action.  On May 28, 2003,  the Company and its president
             filed  a  motion  to  dismiss  the  action  and  are  awaiting  the
             scheduling by the court of a hearing on the motion.


                                      F-12
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8 - Contingencies (concluded):

           Litigation (concluded):

             On March 7, 2000,  the Company filed an action in the Supreme Court
             of New York, County of New York, against Taurus,  seeking an amount
             of not less than $1,700,000 for breach of fiduciary duty, breach of
             contract,  conversion  and  unjust  enrichment  and 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, 2003,  the Company has cash and cash  equivalent  balances that
             exceed  Federally  insured  limits in the  amount of  approximately
             $56,000.

             The  Company  closely  monitors  the  extension  of  credit  to its
             customers while maintaining allowances for potential credit losses.
             On a periodic basis, the Company evaluates its accounts  receivable
             and  establishes  an allowance  for doubtful  accounts,  based on a
             history of past  write-offs  and  collections  and  current  credit
             considerations.

             In the  year  ended  May  31,  2003,  one  customer  accounted  for
             approximately 16% of total sales.


                                      F-13
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Fair value of financial instruments:

           The  Company's  material  financial  instruments  at May 31, 2003 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 approximates fair value.


Note 10 - Segment information:

           The Company has adopted the  provisions  of  Statements  of Financial
           Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
           Enterprise  and Related  Information  ("SFAS  131").  Pursuant to the
           provisions of SFAS 131, the Company is reporting  segment sales, cost
           of goods  sold,  gross  margins  and  inventories  in the same format
           reviewed by the Company's management (the "management approach"). The
           Company has two reporting  segments:  "Banking Equipment" and "Office
           Equipment"  The  Banking   Equipment  segment  is  comprised  of  the
           operations  connected  with the buying,  selling,  trading of new and
           refurbished   financial  equipment  for  banks  and  other  financial
           institutions. The Office Equipment segment is comprised of buying and
           selling office equipment and supplies.

             Net  sales,  cost of sales and other  related  segment  information
             follows:


                                      F-14
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10 - Segment information (concluded):

                                                      2003               2002
                                                   ----------         ----------

            Revenue:
                Banking Equipment                  $2,470,846         $1,582,027
                Office Equipment                      151,670            190,526
                                                   ----------         ----------
                      Totals                        2,622,516          1,772,553
                                                   ----------         ----------

            Cost of goods sold:
                Banking Equipment                   1,780,745          1,278,903
                Office Equipment                      107,040            141,361
                                                   ----------         ----------
                      Totals                        1,887,785          1,420,264
                                                   ----------         ----------

            Gross profit:
                Banking Equipment                     690,101            303,124
                Office Equipment                       44,630             49,165
                                                   ----------         ----------
                      Totals                          734,731            352,289
                                                   ----------         ----------

            Segment assets:
                Inventories:
                   Banking Equipment                  670,819            751,022
                   Office Equipment                       871              2,794
                                                   ----------         ----------
                      Totals                          671,690            753,816

                Other assets                          609,202            493,351
                                                   ----------         ----------

                      Total assets                 $1,280,892         $1,247,167
                                                   ==========         ==========


                                      * * *


                                      F-15
<PAGE>

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

         None.


ITEM 8A.  CONTROLS AND PROCEDURES

         As of May 31,  2003,  Paul Clark,  our  President  and Chief  Executive
Officer and Albert  Blankenship,  our Chief  Financial  Officer,  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Our  disclosure  controls and procedures are the controls and other
procedures  that are designed to ensure that we record,  process,  summarize and
report in a timely  manner the  information  we must disclose in reports that we
file with or submit to the  Securities  and Exchange  Commission.  Based on this
evaluation,  Messrs.  Clark and Blankenship  concluded that, as of May 31, 2003,
the Company's disclosure controls and procedures were effective.

          There  were  no  changes  in  our  internal   control  over  financial
reporting, identified in connection with the evaluation of such internal control
over financial reporting that occurred during our last fiscal quarter, that have
materially affected,  or are reasonably likely to materially affect our internal
controls over financial reporting.


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 August 5, 2003.  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*.

NAME                    AGE     POSITION
----                    ---     --------
Paul D. Clark**         60      President, Director, and Chief Executive Officer
Roberta Clark**         58      Secretary and Director
Albert Blankenship      70      Chief Financial Officer and Director



                                       15
<PAGE>

* 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 is the  founder of B.G.  Banking  Equipment,  Inc.  (formerly  AAA
Alarms and Services,  Inc.,  March 1977).  He has been our President,  CEO and a
Director  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 has served as our Secretary  and a Director  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 has been our Chief Financial  Officer and a Director 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.  He serves as the Chief  Financial  Officer and a
director of Helionics, Inc. of Franklin,  Kentucky. Mr. Blankenship received his
B.S. in 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



                                       16
<PAGE>

respect to its most recent fiscal year, all reports required under Section 16(a)
of the Securities Exchange Act of 1934 were timely filed.


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

NAME AND PRINCIPAL POSITION                 YEAR           ANNUAL COMPENSATION
---------------------------                 ----           -------------------
Paul D. Clark,                              2003           $126,500
                                            2002           $75,600
President                                   2001           $51,600


Mr.  Clark's  annual  contract  was for  $78,000 in 2001,  $126,500  in 2002 and
$126,500 in 2003.  The balance not paid in cash is deferred  into a note payable
to Mr. Clark. No other  executive  officer was compensated in excess of $100,000
for the past three (3) fiscal years.  As of June 1, 2003, Mr. Clark's salary was
reduced to $78,000.

DIRECTORS' COMPENSATION

         The directors have not received any compensation for their services. We
have adopted,  through  attrition,  the plan B.G.  Banking  Equipment has had in
place for  approximately  7 years that provides an annuity and life insurance as
part of profit sharing.  There is also a group health  insurance policy of which
2/3 of the cost is paid for by the Banker's Store.

EMPLOYMENT   CONTRACTS,   TERMINATION   OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

         On February 1, 1998, we entered into an employment  agreement with Paul
D. Clark, in which we 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)  our  failure,   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 agreement  executed.  This agreement was  subsequently
extended on a year-to-year  basis,  effective February 1, 2001, on substantially
the same terms. Mr. Clark's current salary under the agreement is $126,500.



                                       17
<PAGE>


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The following  table sets forth the  ownership of our  securities as of
August 25, 2003, by our officers and directors and by any person who is known to
us to be the  beneficial  owner of more than 5% of our  common  stock,  $.01 par
value per share:

                                            SHARES
                                            BENEFICIALLY
NAME AND ADDRESS                            OWNED                  PERCENTAGE
----------------                            ------------           ----------
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

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We  presently  occupy  approximately  32,000  square feet of office and
warehouse  space located in Bowling Green,  Kentucky,  for an aggregate  monthly
rental of $7,200,  pursuant  to lease  agreements  with our  President,  Paul D.
Clark,  as owner of the property.  Related rent expense  amounted to $86,789 and
$86,558 for the fiscal years ended May 31, 2003 and 2002, respectively.

         The Banker's  Store owed Mr.  Clark an aggregate  sum of $389,191 as of
May 31, 2003. This amount  consisted  primarily of inventory  purchased from Mr.
Clark in May 1999, and compensation accrued but not paid.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

EXHIBIT NUMBER AND DESCRIPTION OF DOCUMENT

2.1      Agreement of Business  Combination By Stock  Exchange,  dated April 15,
         1998,  by and between BG Banking  Equipment  and  Maritime  Transport &
         Technology, Inc. (2)

3.1      Certificate of Incorporation  of The Banker's Store,  Inc., as amended.
         (1)

3.2      Articles of Incorporation  of Financial  Building  Equipment  Exchange,
         Inc. (1)



                                       18
<PAGE>

3.3      Articles of Incorporation as amended of BG Banking Equipment, Inc. (1)

3.4      Bylaws of The Banker's Store, Inc. (1)

4.1      Specimen Common Stock Certificate. (2)

10.1     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.)(2)

10.2     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. (2)

21.1     Subsidiaries of the Company. (1)

31.1     Certification Pursuant to Rule 13a-14(a) of Paul Clark

31.2     Certification Pursuant to Rule 13a-14(a) of Albert Blankenship

32.1     Certification of Paul Clark

32.2     Certification of Albert Blankenship

(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.



REPORTS ON FORM 8-K

         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>

                                   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 29, 2003

         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.

/s/ PAUL D. CLARK                                        Dated: August 29, 2003
-------------------------------
Paul D. Clark President, CEO &
Director

/s/ ROBERTA CLARK                                        Dated: August 29, 2003
-------------------------------
Roberta Clark Secretary & Director


/s/ ALBERT BLANKENSHIP                                   Dated: August 29, 2003
-------------------------------
Albert Blankenship,
Chief Financial Officer and Director
(Principal Accounting and Financial Officer)





                                       20