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, 2002.
                           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 21, 2002, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant was approximately
$93,140. This aggregate market value is computed by reference to the last sale
price of such common equity on such date. As of August 21, 2002, number of
shares outstanding of Registrant's common stock: 14,947,215 shares.

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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.

       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

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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. There are also some entities that cover similar
markets, but usually sell different manufacturers' products as a dealership, and
are not quite as diversified in terms of product mix. We have an advantage in
some areas 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 are still in the process of
building out our showroom, which we believe will give us a showplace for the
latest equipment in the industry. We expect this showroom to enable our
customers to compare products from manufacturers we represent and products our
competitors represent. Our customer can bring floor plans, and we can provide
brochures, schematics, layouts with complete specifications as well as pricing
on all our products, including office furniture. Until the development of our
showroom, prospective customers must visit our previous installation sites.

SOURCES AND AVAILABILITY OF 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 will occur anytime soon. 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.

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SIGNIFICANT CUSTOMERS.

       Our core market has been the community banks and credit unions of usually
ten branches or less. Two customers collectively accounted for approximately
12%, in the aggregate, of our revenues during the year ended May 31, 2002.
However, we do not depend on any one customer for a significant portion of our
business and do not believe that the loss of any one customer would
significantly impact our business

INTELLECTUAL PROPERTY.

None.

NEED FOR ANY GOVERNMENTAL APPROVAL FOR PRODUCTS OR SERVICES.

None.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS.

None.

DESCRIPTION OF RESEARCH AND DEVELOPMENT ACTIVITIES OVER LAST TWO YEARS.

None.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS.

None.

EMPLOYEES

       As of August 9, 2002, we employed 19 full-time employees. Paul Clark
serves as our President, and Roberta Clark as our corporate Secretary. We have
four persons employed in sales (one of whom sells office equipment on a
commission only basis), four persons in administrative capacities and two in
production. We also have four persons engaged in installation, and three in
service activities, in the field.

ITEM 2. DESCRIPTION OF PROPERTY

       We currently occupy 31,000 square feet of office, warehouse, showroom and
shop space. Our principal office and warehouse is located at 1535 Memphis
Junction Road, Bowling Green, Kentucky. We pay a monthly rental of $5,000, plus
applicable real estate taxes and maintenance expenses, for 23,976 square feet of
office and warehouse space plus a small paint shop 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

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thru July 31, 2004 on substantially the same terms.

       On March 9, 2001, additional space of 7,000 square feet for a showroom
located at 370 Cal Batsel Road, Bowling Green, Kentucky was leased pursuant to
an agreement between Ms. Debbie Gross and the Company (through its wholly-owned
subsidiary, B.G. Banking Equipment). The monthly rental is $2,200. This lease
expired on November 30, 2001, and we are currently renting the space on a
month-to-month basis. However, our President, Mr. Paul Clark, is currently
negotiating to purchase this property.



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 and 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 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, was also named as a defendant.

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<PAGE>


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 our common stock. 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 joint 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.


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

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

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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.

       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, 2000        $0.20     $0.18
                       November 30, 2000       0.23      0.23
                       February 28, 2001       0.25      0.35
                       May 31, 2001            0.67      0.10
                       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

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HOLDERS OF OUR SECURITIES.

       The approximate number of holders of record of our common Stock, as of
August 29, 2002, 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, 2002.

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 could differ materially
from those discussed here. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the section
entitled "Business" as well as those discussed elsewhere in this Annual Report
on Form 10-KSB. We disclaim, any intent or obligation to update these
forward-looking statements.

OVERVIEW

       The Banker's Store, Inc. was established in 1968. The Banker's Store
remained dormant for many years until it completed the acquisition of B.G.
Banking Equipment, Inc., and Financial Building Equipment Exchange, Inc., both
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 in June 2001, we entered the office equipment
and furniture retail business. We market our 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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED PARTY TRANSACTIONS 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 accordance 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 disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to accounts receivable, inventories,
equipment and improvements, income taxes and contingencies. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

       Note 1 of the notes to consolidated financial statements included in this
Annual Report sets forth the principal accounting policies, assumptions and
bases for estimates used in preparing the Company's financial statements as
summarized below.

Revenue Recognition:

       Revenue is recognized when the earnings process is complete and
collectibility is assured, which is when products are shipped or services are
rendered.

       The company generally extends credit to its customers, however, the
company closely monitors the extension of credit to its customers while
maintaining appropriate allowances for potential credit losses.

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.

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
2002 and 2001.

Income taxes:

Deferred tax assets resulted from temporary differences attributable to
depreciation, allowance for doubtful accounts and slow-moving inventories and
operating loss carryforwards. As of May 31, 2002, we had net operating loss
carryforwards of approximately $355,000 available to reduce future taxable
income which will expire at various dates through 2022. Due to the uncertainties
related to, among other things, the changes in our ownership which if not used,
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 $146,000 from the
utilization of those net operating loss carryforwards and other deferred tax
assets by an equivalent valuation allowance as of May 31, 2002.

Related party transactions:

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

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Contingencies:

Private placement - B.G. Banking:

       Prior to the Banker's Store's reverse merger with B.G. Banking and
Financial Building Equipment Exchange, 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 Banker's Store at a ratio of 1 share of B.G. Banking common stock to 1.5
shares of the Banker's Store's common stock. The Banker's Store issued 189,750
shares of 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), and as directors of
B.G. Banking prior to the acquisition and subsequent to the acquisition becoming
directors of the Banker's 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, 2002, Taurus has failed to turn over the balance
of money, provide the names of the stock subscribers and the number of shares of
common stock purchased.

       Based upon the accounting provided to us by Taurus, we 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 against actions to be brought by unknown
subscribers to shares of common stock of B.G. Banking whose purchase price has
never been disclosed or delivered to the Banker's Store. We are aware of one
alleged purchaser who claims to have delivered funds to Taurus and whose funds
were apparently not turned over to us. In the opinion of management, The
Banker's Store has no liability to such purchasers and intends to defend such
actions vigorously, 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, 2002, we have reserved 329,500 shares of common stock
pending possible issuance of shares in satisfaction of outstanding subscription
agreements.

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Litigation:

       On February 29, 2000, Alexander C. Brosda and Andrew Seim filed an action
in the United States District Court in Florida against the Banker's 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. 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 Banker's 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, we and Mr. Clark 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 of unjust enrichment, and seeking an accounting of plaintiffs' books
and records. We believe that we have meritorious defenses and intend to defend
the action vigorously.

       On March 7, 2002, we filed an action in the Supreme Court of New York,
County of New York, against Taurus, seeking an amount of not les than $1,700,000
for breach of fiduciary duty, breach of contract, conversion and unjust
enrichment and seeking an accounting of Taurus' books and records. The action
arises out of B.G. Banking's confidential private placement memorandum dated
January 31, 1998 for the sale of 3,000,000 shares of common stock at $1.00 per
share. Taurus filed a motion to dismiss the action which the court denied on
October 5, 2000. On November 15, 2000 a motion filed by Taurus' counsel 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. 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. We are
awaiting a date for a hearing on plaintiff's damages. We intend to continue to
litigate this action.

RESULTS OF OPERATIONS

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

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                                                              May 31,
                                                      2002                2001
                                                     -------------------------

Net sales                                             100.0%              100.0%
Cost of sales                                          80.1%               60.6%
                                                      -----               -----
Gross profit                                           19.9%               39.4%
Expenses                                               39.3%               27.9%
                                                      -----               -----
Income from operations                                (19.4)%              11.5%

Other                                                    .1%                 .2%
                                                      -----               -----

Net income                                            (19.3)%              11.7%
                                                      =====               =====


RESULTS OF OPERATIONS FOR THE YEARS ENDED MAY 31, 2002 AND 2001.

Revenues:

Revenues  were  approximately  $1,773,000  for the year  ended  May 31,  2002 as
compared to approximately  $2,463,000 for the year ended May 31, 2001 reflecting
a decrease of approximately  $690,000 or 28.0%. The decrease in sales during the
year  ended  May  31,  2002  was  caused  primarily  by the  low  interest  rate
environment   which  has   negatively   impacted   the   earnings  of  financial
institutions.  Therefore,  financial institutions have reduced their spending on
new  construction  and  are  focusing  instead  on  small  remodeling  projects,
upgrading of ATMs,  drive up systems and other new  technologies.  This trend by
the financial  institution will probably  continue for the next quarter.  During
2002,  approximately  $191,000 of our revenue  which  yielded a gross  profit of
approximately  $49,000  was  derived  from our office  equipment  segment.  This
segment commenced  operations in the current year. During 2001, the Company only
operated in the banking equipment segment.

Cost of goods sold:

Cost of goods sold and  related  expenses  for the year ended May 31,  2002 were
approximately  $1,420,000  or 80.1% of net sales as  compared  to  approximately
$1,493,000  or 60.6% of net sales for the year ended May 31, 2001.  Gross profit
decreased during the year ended May 31, 2002 primarily due to a reduced 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 also sold slow moving  merchandise  at a lower profit margin based upon
our  decision  to reduce the  inventory  levels.  The gross  profit  margin also
decreased due to 28% decrease in sales during the year ended May 31, 2002. Since
fixed  overhead  remained flat when compared to the year ended May 31, 2001, the
decrease  in sales  resulted  in a lower  gross  profit  margin.  The expense of
homeland  security  effected  the  financial   industries   spending  priorities
mandating  upgrading of  electronic  security  products  and delaying  expansion
projects.  Competition among independent dealers with few construction  projects
available,  lowered  profit  margins below normal.  We consider  these  projects
temporarily delayed only and should return to near normal this year.

Selling, general and administrative expenses:

Selling, general and administrative expenses were approximately $697,000 for the
year ended May 31, 2002 as compared to approximately $686,000 for the year ended
May 31, 2001  reflecting an increase of  approximately  $11,000 or 1.6% over the
same period last year.

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Net Income (Loss):

As a result of the  aforementioned,  we had profitability  during the year ended
May 31, 2002 decreased by approximately  $652,000 to a net loss of approximately
($343,000)  or  ($.02  per  share)  as  opposed  to  net income of approximately
$309,000 ($.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 $249,646 and working capital of $341,634 at
May 31, 2002.  During the year ended May 31, 2002,  the Company's  cash and cash
equivalents  decreased by $7,878.  Cash and cash  equivalents used in operations
was $73,263 primarily due to the Company's net loss of $342,770 and the increase
in prepaid  expenses of $24,565.  These  decreases were partially  offset by the
increase in  customer  deposits  and  accounts  payable and accrued  expenses of
$54,336 and $123,754,  respectively.  The collection of accounts  receivable and
reduction in  inventory  also  provided an aggregate  amount of cash of $87,999.
During the year ended May 31, 2002, the Company's financing  activities provided
net cash of  $99,770,  primarily  from  $81,201 of advances  from the  Company's
principal  stockholders.  In addition, the Company used $34,385 in its investing
activities,  of which $15,822 went towards capital  expenditures and $18,513 was
invested in officer's life insurance.

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 the Company's  working  capital and capital  expenditure
requirements,  the Company may be  required  to sell  additional  equity or debt
securities or obtain  additional  credit  facilities.  There can be no assurance
that such  additional  capital,  if needed,  will be available  on  satisfactory
terms, if at all.  Furthermore,  any additional equity financing may be dilutive
to  stockholders,  and debt  financing,  if available,  may include  restrictive
covenants.  The Company's future liquidity and capital funding requirements will
depend on numerous  factors,  including  the extent to which the  Company's  new
products and products  under  consideration  are  successfully  developed,  gain
market acceptance and become and remain  competitive,  the timing and results of
regulatory  actions  in the  banking  industry,  the costs and timing of further
expansion of sales, marketing and manufacturing activities, facilities expansion
needs.  The failure by the  Company to raise  capital on  acceptable  terms when
needed could have a material adverse effect on the Company's business, financial
condition and results of operations.

                                       12
<PAGE>


ITEM 7. FINANCIAL STATEMENTS





                    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, 2002 AND 2001 .....................................  F-3

     STATEMENTS OF OPERATIONS
         YEARS ENDED MAY 31, 2002 AND 2001 .........................  F-4

     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
         YEARS ENDED MAY 31, 2002 AND 2001 .........................  F-5

     STATEMENTS OF CASH FLOWS
         YEARS ENDED MAY 31, 2002 AND 2001 .........................  F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .........................  F-7



                                      * * *






                                       F-1
<PAGE>

                            [J H Cohn LLP Letterhead]


                    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,  2002  and  2001,  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,  2002 and  2001,  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.



/s/ J H Cohn LLP

Roseland, New Jersey
July 19, 2002








                                      F-2
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2002 AND 2001



<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                        ----------        -----------
                                      ASSETS
                                      ------
<S>                                                                    <C>                <C>
Current assets:
     Cash and cash equivalents                                         $   249,646        $   257,524
     Accounts receivable, net of allowance for doubtful
         accounts of $3,373                                                 79,506            157,680
     Inventories                                                           753,816            763,641
     Prepaid expenses and other current assets                              51,608             27,043
                                                                       -----------        -----------
              Total current assets                                       1,134,576          1,205,888

Equipment and improvements, net                                             86,697             98,858
Other assets                                                                25,894              7,331
                                                                       -----------        -----------

              Totals                                                   $ 1,247,167        $ 1,312,077
                                                                       ===========        ===========

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

Current liabilities:
     Notes payable - bank                                              $    33,900
     Current portion of long-term debt                                      11,787        $    13,874
     Accounts payable and accrued expenses                                 210,665             86,911
     Customer deposits                                                     158,217            103,881
     Advances from principal stockholder                                   336,373            261,972
     Private placement funds in dispute                                     42,000             42,000
                                                                       -----------        -----------
              Total current liabilities                                    792,942            508,638

Long-term debt, net of current portion                                       3,202              9,646
                                                                       -----------        -----------
              Total liabilities                                            796,144            518,284
                                                                       -----------        -----------

Commitments and contingencies

Stockholders' equity:
     Common stock, $.01 par value; 80,000,000 shares
         authorized; 14,947,215 shares issued and
         outstanding                                                       149,473            149,473
     Additional paid-in capital                                            497,216            497,216
     Retained earnings (accumulated deficit)                              (195,666)           147,104
                                                                       -----------        -----------
              Total stockholders' equity                                   451,023            793,793
                                                                       -----------        -----------

              Totals                                                   $ 1,247,167        $ 1,312,077
                                                                       ===========        ===========
</TABLE>



See Notes to Consolidated Financial Statements.



                                      F-3
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2002 AND 2001


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

Revenue                                          $ 1,772,553        $ 2,462,783

Cost of goods sold                                 1,420,264          1,493,147
                                                 -----------        -----------

Gross profit                                         352,289            969,636

Selling, general and administrative expenses         697,165            686,477
                                                 -----------        -----------

Income (loss) from operations                       (344,876)           283,159
                                                 -----------        -----------

Other income (expense):
     Interest and other income                         5,296              3,363
     Interest expense                                 (3,190)            (2,612)
                                                 -----------        -----------
         Totals                                        2,106                751
                                                 -----------        -----------

Income (loss) before income taxes                   (342,770)           283,910

Provision for income taxes                                              (25,264)
                                                 -----------        -----------

Net income (loss)                                $  (342,770)       $   309,174
                                                 ===========        ===========

Basic earnings (loss) per common share                 $(.02)              $.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, 2002 AND 2001



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

<S>                               <C>              <C>               <C>               <C>                <C>
Balance, June 1, 2000              14,947,215       $149,473          $497,216          $(162,070)         $484,619

Net income                                                                                309,174           309,174
                                   ----------       --------          --------          ---------          --------

Balance, May 31, 2001              14,947,215        149,473           497,216            147,104           793,793

Net loss                                                                                 (342,770)         (342,770)
                                   ----------       --------          --------          ---------          --------

Balance, May 31, 2002              14,947,215       $149,473          $497,216          $(195,666)         $451,023
                                   ==========       ========          ========          =========          ========
</TABLE>













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, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                       -----------        -----------
<S>                                                                    <C>                <C>
Operating activities:
     Net income (loss)                                                 $  (342,770)       $   309,174
     Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
         Depreciation and amortization                                      27,983             23,022
         Provision for doubtful accounts                                                      (12,986)
         Loss on sale of fixed assets                                                           1,862
         Changes in operating assets and liabilities:
              Accounts receivable                                           78,174            203,892
              Inventories                                                    9,825           (187,008)
              Prepaid expenses and other current assets                    (24,565)               658
              Other assets                                                                        132
              Accounts payable and accrued expenses                        123,754           (214,043)
              Customer deposits                                             54,336            (29,816)
                                                                       -----------        -----------
                  Net cash provided by (used in) operating activities      (73,263)            94,887
                                                                       -----------        -----------

Investing activities:
     Capital expenditures                                                  (15,822)           (17,428)
     Proceeds from sale of fixed assets                                                         3,960
     Increase in cash surrender value of officer's life insurance          (18,563)
                                                                       -----------        -----------
                  Net cash used in investing activities                    (34,385)           (13,468)
                                                                       -----------        -----------

Financing activities:
     Proceeds from notes payable - bank                                     33,900
     Principal payments on long-term debt                                  (25,331)           (17,679)
     Proceeds from long-term debt                                           10,000
     Loan payable - principal stockholder                                   81,201             32,399
                                                                       -----------        -----------
                  Net cash provided by financing activities                 99,770             14,720
                                                                       -----------        -----------

Net increase (decrease) in cash and cash equivalents                        (7,878)            96,139

Cash and cash equivalents, beginning of year                               257,524            161,385
                                                                       -----------        -----------

Cash and cash equivalents, end of year                                 $   249,646        $   257,524
                                                                       ===========        ===========

Supplemental disclosure of cash flow information:
     Interest paid                                                     $     3,190        $     2,612
                                                                       ===========        ===========

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

Supplemental disclosure of noncash investing and financing activities:
     Property and equipment financed through debt                      $     6,800        $    8,032
                                                                       ===========        ===========
</TABLE>




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, 2002 and 2001.

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

               Reclassifications:
                  Certain amounts in the 2001 consolidated  financial statements
                  have been reclassified to conform to the current presentation.


Note 2 - Equipment and improvements:
               Equipment and improvements consist of the following:

<TABLE>
<CAPTION>
                                                                           Range of
                                                                           Estimated
                                                                          Useful Lives            2002            2001
                                                                         --------------        ----------     ----------

<S>                                                                      <C>                   <C>            <C>
                  Machinery and equipment                                 3 to 10 years        $  169,487     $  159,435
                  Transportation equipment                                      5 years           207,984        207,984
                  Computer equipment                                            5 years            16,983         16,983
                  Furniture and fixtures                                        5 years            35,150         35,150
                  Leasehold improvements                                        3 years            26,851         21,080
                                                                                               ----------     ----------
                         Totals                                                                   456,455        440,632

                  Less accumulated depreciation and
                     amortization                                                                 369,758        341,774
                                                                                               ----------     ----------

                         Totals                                                                $   86,697     $   98,858
                                                                                               ==========     ==========
</TABLE>

               Depreciation and amortization amounted to $27,983 and $23,022 for
               the years ended May 31, 2002 and 2001, respectively.


                                      F-8
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Notes payable - bank:
               The  Company  had  a  $150,000  revolving  line  of  credit  with
               borrowings  bearing interest at .25% above the prime rate and was
               guaranteed by the Company's  principal  stockholder.  The line of
               credit expired on June 12, 2002.


Note 4 - Long-term debt:
               Long-term  debt  consists  of  the  following   notes  which  are
               collateralized by transportation equipment:
<TABLE>
<CAPTION>
                                                                                                  2002           2001
                                                                                               ----------     ----------
<S>                                                                                            <C>            <C>
                  9% notes, payable in monthly installments of $642,
                    including interest and maturing in March 2003                              $    6,132     $   12,948

                  10.5% notes, payable in monthly installments of $306,
                  including interest and maturing in May 2003                                       3,500          6,624

                  Equipment obligations bearing interest at 15.3%
                    collateralized by the underlying equipment and
                    matures in 2005                                                                 5,357


                  7.75% notes, payable in monthly installments of $343,
                    including interest on maturing in May 2002                                                     3,948
                                                                                               ----------     ----------

                       Totals                                                                      14,989         23,520
                  Less current portion                                                             11,787         13,874
                                                                                               ----------     ----------

                  Long-term portion                                                            $    3,202     $    9,646
                                                                                               ==========     ==========
</TABLE>

               Principal  amounts due under the above obligations in each of the
               years  subsequent to May 31, 2002 are $11,787 in 2003,  $2,511 in
               2004 and $691 in 2005.


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.


Note 6 - Income taxes:
               The  provision  for  income  taxes  in  2001   consisted  of  the
               following:

                    Federal - current                         $(12,237)
                    State - current                            (13,027)
                                                              --------

                        Total                                 $(25,264)
                                                              ========

                                      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 in 2002 and 2001 differs from the
               amounts  computed  using the Federal  statutory  rate of 34% as a
               result of the following:

<TABLE>
<CAPTION>
                                                                                            2002           2001
                                                                                            ----           ----
<S>                                                                                        <C>           <C>
                    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
                    Other                                                                                    (9)
                                                                                           ------        ------

                        Effective tax rates                                                   --%            (9)%
                                                                                           ======        ======
</TABLE>

               Deferred  tax  assets   resulted   from   temporary   differences
               attributable to depreciation, allowance for doubtful accounts and
               slow-moving  inventories and operating loss carryforwards.  As of
               May 31, 2002, the Company had net operating loss carryforwards of
               approximately $355,000 available to reduce future Federal taxable
               income which will expire at various dates  through  2022.  Due to
               the uncertainties  related to, among other things, the changes in
               the ownership of the Company,  which, if not used,  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  $146,000 from the utilization of those
               net operating loss carryforwards and other deferred tax assets by
               an equivalent valuation allowance as of May 31, 2002. Significant
               components  of the  Company's  deferred  tax assets as of May 31,
               2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                                                 2002           2001
                                                                                 ----           ----
<S>                                                                            <C>            <C>

                    Deferred tax assets:

                        Net operating loss carryforwards                       $  135,000     $    8,000
                        Inventory reserve                                          10,000
                        Other                                                       2,000
                                                                               ----------     ----------
                                                                                  147,000          8,000
                    Valuation allowance for deferred tax assets                  (147,000)        (8,000)
                                                                               ----------     ----------

                    Deferred tax assets                                        $       --     $       --
                                                                               ==========     ==========
</TABLE>


Note 7 - Related party transactions:
               Rent:
                  On August 1,  1998,  the  Company  entered  into a  three-year
                  operating  lease with its President and principal  stockholder
                  for the lease of an aggregate of 23,976  square feet of office
                  and warehouse  space located in Bowling Green,  Kentucky.  The
                  lease  provides for a monthly  rent of $5,000 plus  applicable
                  real estate taxes and  maintenance  expenses.  The Company has
                  extended the lease through August 2004 under the same terms.


                                      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  lease in years
                  subsequent  to May 31,  2002 as  follows:  $60,000 in 2003 and
                  2004 and $10,000 in 2005.

                  Related rent  expense  amounted to $86,558 and $66,442 for the
                  years ended May 31, 2002 and 2001, 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,  2002,  Taurus has failed to turn over the  balance of
                  money,  provide  the  names of the stock  subscribers  and the
                  number of shares of common stock purchased.

                  Based upon the  accounting  provided by Taurus to the Company,
                  the  Company  may be liable for the  issuance of up to 329,500
                  shares of common stock if and when Taurus  substantiates their
                  representation as to the number of shares of common stock sold
                  and  the  aggregate  consideration.   This  number  of  shares
                  represents the number of shares  admittedly sold by Taurus for
                  which the 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, 2002, the Company has reserved 329,500 shares of
                  common   stock   pending   possible   issuance  of  shares  in
                  satisfaction of outstanding subscription agreements.

               Litigation:

                  On  February  29,  2000,  Alexander  C. Brosda and Andrew Seim
                  filed an action in the United States District Court in Florida
                  against  the  Banker's  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.  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 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.




                                      F-12
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 8 - Contingencies (concluded):
               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, 2002, the
                  Company  has cash and cash  equivalent  balances  that  exceed
                  Federally  insured  limits  in  the  amount  of  approximately
                  $58,000.


Note 9 - Fair value of financial instruments:
               The Company's material financial  instruments at May 31, 2002 for
               which  disclosure of estimated  fair value is required by certain
               accounting  standards  consisted  of cash and  cash  equivalents,
               accounts receivable and accounts payable, advances from principal
               stockholder and long-term debt. In the opinion of management, (i)
               cash and  cash  equivalents,  accounts  receivable  and  accounts
               payable were carried at values that approximated their fair value
               because of their liquidity  and/or their  short-term  maturities;
               (ii)  long-term  debt were  carried at values  that  approximated
               their fair values because they had interest  rates  equivalent to
               those currently prevailing for financial instruments with similar
               characteristics  and (iii) although  management  does not believe
               that there is a practical method that can be used to specifically
               determine  the fair  value  of the  advances  from the  principal
               stockholder,  because of the  relationship of the Company and its
               stockholders, it believes that these advances will be repaid on a
               short-term  basis and,  accordingly,  the  carrying  value of the
               advances approximate fair value.


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.



                                      F-13
<PAGE>


                    THE BANKER'S STORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 10- Segment information (concluded):
                  Net sales, cost of sales and other related segment information
                  follows:

                                                            2002
                                                         ----------

                     Revenue:
                         Banking Equipment               $1,582,027
                         Office Equipment                   190,526
                                                         ----------
                               Totals                     1,772,553
                                                         ----------

                     Cost of goods sold:
                         Banking Equipment                1,278,903
                         Office Equipment                   141,361
                                                         ----------
                               Totals                     1,420,264
                                                         ----------

                     Gross profit:
                         Banking Equipment                  303,124
                         Office Equipment                    49,165
                                                         ----------
                               Totals                       352,289
                                                         ----------

                     Segment assets:
                         Inventories:
                            Banking Equipment               751,022
                            Office Equipment                  2,794
                                                         ----------
                               Totals                       753,816

                         Other assets                       493,351
                                                         ----------

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


               In 2001, the Company operated only in one segment.



                                      * * *


                                      F-14
<PAGE>


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

       There were no changes in, or disagreements with, our auditors during our
latest fiscal year.


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 9, 2002. The
following table and notes thereto lists: (1) the names and ages of all of our
directors and executive officers; (2) the positions and offices that each person
holds with us; (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**         59      President, Director, and Chief Executive Officer
Roberta Clark**         58      Secretary and Director
Albert Blankenship      69      Chief Financial Officer and Director

* 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.

                                       13
<PAGE>


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 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 our 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,                            2002              $75,600
President                                 2001              $51,600
                                          2000              $43,600

                                       14
<PAGE>


Mr. Clark's annual contract was for $78,000 in 2000 and 2001 and for $126,500 in
2002. 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.

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 6 years that provides an annuity and life insurance as
part of profit sharing. There is also a group health insurance policy for which
2/3 of the cost is paid for by the 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 any one of the following: (1) employee's
death, (2) failure of the Company, as evidenced by filing under the Bankruptcy
Act for liquidation, or the making of an assignment for the benefit of
creditors; or (3) a material breach of the agreement. 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth the ownership of our securities as of
August 29, 2002, by our officers and directors and by any person (including any
group) who is known to us to be the beneficial owner of more than 5% of our
common stock, $.01 par value per share:

                                       15
<PAGE>


                                               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 23,976 square feet of office and warehouse space
located at 1535 Memphis Junction Road, Bowling Green, Kentucky, for a monthly
rental of $5,000, pursuant to a three year lease agreement dated August 1, 1998,
by and between the Banker's Store, and our President, Paul D. Clark, as owner of
the property. Related rent expense amounted to $60,000 for each of the fiscal
years ended May 31, 2002 and 2001.

       The Banker's Store owed Mr. Clark an aggregate sum of $336,373 as of May
31, 2002. This amount consisted of payment for inventory purchased from Mr.
Clark in May 1999, interest free advances from Mr. Clark and his accrued salary.

ITEM 13. EXHIBITS, LIST 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)

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)

                                       16
<PAGE>


(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.

                                   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: September 11, 2002

       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: September 11, 2002
------------------------------------------
Paul D. Clark President, CEO &
Director

/s/ ROBERTA CLARK
------------------------------------------
Roberta Clark Secretary & Director                Dated: September 11, 2002


/s/ ALBERT BLANKENSHIP
------------------------------------------
Albert Blankenship Chief Financial Officer
  and Director                                    Dated: September 11, 2002



                                       17
<PAGE>


                            THE BANKER'S STORE, INC.

                            Certification Pursuant to
                            18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley act of 2002


       In connection with the Annual Report of The Banker's Store, Inc. (the
"Company") on Form 10-KSB for the period ending May 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Paul D.
Clark, President and Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

o      he has reviewed the report;

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

o      based on his knowledge, the financial statements, and other financial
       information included in the report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the issuer as of, and for, the periods presented in the report;

o      he and the other certifying officers:

       o      are responsible for establishing and maintaining "disclosure
              controls and procedures" for the issuer;

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

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

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

o      he and the other certifying officers have disclosed to the issuer's
       auditors and to the board of directors:

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

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

o      he and the other certifying officers have indicated in the report whether
       or not there were significant changes in internal controls or in other
       factors that could significantly affect internal controls subsequent to
       the date of their evaluation, including any corrective actions with
       regard to significant deficiencies and material weaknesses.


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



September 11, 2002
<PAGE>




                            THE BANKER'S STORE, INC.

                            Certification Pursuant to
                            18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley act of 2002


       In connection with the Annual Report of The Banker's Store, Inc. (the
"Company") on Form 10-KSB for the period ending May 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Albert
Blankenship Chief Financial Officer (Principal Accounting Officer) of the
Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that:

o      he has reviewed the report;

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

o      based on his knowledge, the financial statements, and other financial
       information included in the report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the issuer as of, and for, the periods presented in the report;

o      he and the other certifying officers:

       o      are responsible for establishing and maintaining "disclosure
              controls and procedures" for the issuer;

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

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

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

o      he and the other certifying officers have disclosed to the issuer's
       auditors and to the board of directors:

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

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

o      he and the other certifying officers have indicated in the report whether
       or not there were significant changes in internal controls or in other
       factors that could significantly affect internal controls subsequent to
       the date of their evaluation, including any corrective actions with
       regard to significant deficiencies and material weaknesses.


/s/    Albert Blankenship
       -------------------------------------
       Albert Blankenship
       Chief Financial Officer
       (Principal Accounting Officer)



September 11, 2002