**UNITED
      STATES**


**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-KSB/A**
  **(Amendment
        No. 1)**
  **ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF**
 **THE
        SECURITIES EXCHANGE ACT OF 1934**
  **For
        the Fiscal Year Ended****May 31,
        2007**      **Commission File
        No.****000-08880**
  **THE
        BANKER’S STORE, INC.**
 (Exact
        name of registrant as specified in its charter)
  New
                  York
              
              22-3755756(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)1535
                  Memphis Junction Road, Bowling Green, KY
              
              42101(Address
                  of principal executive offices)
              
              (Zip
                  Code)
   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 the Act:  Common Stock, par
        value $.01 per share
  Check
        whether the registrant is not required to file reports pursuant to Section
        13 or
        Section 15(d) of the Act.  Yes o  No x
  Check
        whether the registrant (1) has filed all reports required to be filed by
        Section
        13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
        months, and (2) has been subject to such filing requirements for the past
        90
        days.  Yes  x  No o
  Check
        if
        there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
        S-B contained herein, and no disclosure will 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-K or any amendments
        to
        this Form 10-KSB.  x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes o  No x
  State
        issuer’s revenues for the most recent fiscal year: $2,622,010.
  As
        of
        September 30, 2007, the aggregate market value of the voting and non-voting
        common equity held by non-affiliates was approximately $98,793 (computed
        by
        reference to the last sale price of the common equity on such
        date).
  
  As
        of October 15, 2007, the Registrant had 14,954,781 shares of Common
        Stock outstanding.
  Transitional
        Small Business Disclosure Format (check one):   Yes o  No x
   **Table
        of Contents**
  Page
                  No.**Part
                  III**Item
                  9
              
              Directors,
                  Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.
              1Item
                  10
              
              Executive
                  Compensation
              3Item
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              5Item
                  12
              
              Certain
                  Relationships and Related
                  Transactions
              6Item
                  13
              
              Exhibits
              8Item
                  14
              
              Principal
                  Accountant Fees and Services
              8
 
 **Explanatory
        Note**
  This
        Amendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSB for
        the
        fiscal year ended May 31, 2007 (“2007 Form 10-KSB”), filed with the Securities
        and Exchange Commission on August 9, 2007, is being filed to provide the
        information required in Part III.  No other information in our 2007
        Form 10-KSB is amended hereby.  This Form 10-KSB/A does not reflect
        events occurring after May 31, 2007, nor does it modify or update disclosures
        included in the 2007 Form 10-KSB other than by providing the information
        required in Part III.
  *Table
            of Contents*
  Part
        III
  **Item
        9.  Directors, Executive Officers, Promoters and
        Control Persons; Compliance with Section 16(a) of the Exchange
        Act.**
  Information
        concerning the Company’s Board of Directors and executive officers is set forth
        below.
  Vincent
                  C. Buckman
                Age
                  64; President and Chief Executive Officer;
                Director
                  since 2006
              Mr.
                  Buckman became a director of the Company on October 9,
                  2006.  Mr. Buckman also became the President and Chief Executive
                  Officer of the Company on October 9, 2006.  Previously, From
                  2004 to October 2006, Mr. Buckman was a division manager of a national
                  company that markets equipment and services to financial institutions.
                  From 2002 to 2003, he served as a consultant to companies interested
                  in
                  consolidating bank service and maintenance companies.  From 1991
                  to 2001, he was a principal in Buckman & Associates, engaged as a
                  manufacturer’s representative of automated banking and physical and
                  electronic security equipment to banks and other financial
                  institutions.  He holds a bachelors degree from the University
                  of Evansville.Paul
                  D. Clark
                Age
                  64; Chairman of the Board and Principal Shareholder;
                Director
                  since 1998
              Mr.
                  Clark is a founder of the Company.  He has served as a director
                  of the Company since 1998.  He served as
                  President,  Chief Executive Officer and Chief Financial Officer
                  of the Company from 1998 until October 9, 2006.  He is currently
                  the Chairman of the Board.  He has worked in a variety of
                  management and sales positions in the electronic security and banking
                  equipment industries as well as the United States Navy.  He
                  obtained his education and training from several technical schools
                  and
                  received an Industrial Electronics degree in 1970.  Mr. Clark
                  also received medical electronics specialist training and was an
                  interior
                  communication electrician in the United States Naval Submarine
                  Service.  Mr. Clark also attends specialized training courses
                  annually to stay current in the field of security.  Mr. Clark is
                  the husband of Roberta W. Clark and father of Cindy
                  Hayden.Roberta
                  W. Clark
                Age
                  63; Principal Shareholder;
                Director
                  since 1998
              Ms.
                  Clark has served as a director since 1998. She also served as the
                  Secretary of the Company from 1998 to October 9, 2006. From 1997
                  to 1998,
                  she served in similar positions with AAA Alarms.  She attended
                  Colorado State University, where she received a B.A. in Art in
                  1965. She
                  is the wife of Paul D. Clark and mother of Cindy
                  Hayden.Cynthia
                  A. Hayden
                Age
                  37; Vice President and Secretary;
                Director
                  since 2006
              Ms.
                  Hayden became a director of the Company on October 9, 2006. She
                  also
                  became the Vice President and Secretary of the Company on October
                  9, 2006.
                  Ms. Hayden joined the Company in 1998 and served in and implemented
                  various positions and procedures including the inventory system,
                  shipping/receiving, accounting, software and establishment of the
                  office
                  furnishings/design division of the Company.  Currently, she
                  serves in the accounting department and handles shareholder
                  relations.  Prior to joining the Company, Ms. Hayden worked in
                  various positions within the steamship industry and was a Purser
                  with
                  Royal Caribbean Cruises. Ms. Hayden is the daughter of Paul and
                  Roberta
                  Clark.Samuel
                  J. Stone
                Age
                  54; Chief Financial Officer;
                Director
                  since 2006
              Mr.
                  Stone became a director of the Company on October 9, 2006.  Mr.
                  Stone served as the Chief Financial Officer of Stat Group, LLC
                  in 2006,
                  through October 9, 2006.  From 1999 to 2005, he was the
                  Controller of a national banking related sales and service company
                  which
                  sold and serviced image systems, ATMs and traditional equipment
                  to
                  financial institutions throughout the United States.  Mr. Stone
                  holds a bachelors degree from the University of
                  Kentucky.
  1
 *Table
            of Contents*
  The
        Company’s Common Stock is not traded on a national securities exchange or an
        inter-dealer quotation system that has requirements related to director
        independence or composition of certain board committees.  Currently,
        the Company’s Common Stock is traded on the over-the-counter bulletin
        board.
  None
        of
        the Company’s directors would be considered "independent" as defined by federal
        securities laws and NASDAQ listing standards. Although the Company does not
        have
        a definite plan, the Company may expand its Board of Directors in the future
        to
        include one or more independent directors.  The Board has not
        established separate audit, nominating or compensation committees. In the
        event
        that the membership of the Board is expanded in the future, the Board may
        consider the establishment of committees in order to perform its duties more
        efficiently.
  ***Code
        of Ethics***
  The
        Company has not adopted its Standards of Business Conduct and Code of Ethics,
        but expects to during the next fiscal year.
  ***Section
        16(a) Beneficial Ownership Reporting Compliance***
  Section
        16 of the Securities Exchange Act of 1934 requires the Company's executive
        officers, directors and persons who own more than 10% of a registered class
        of
        the Company's equity securities to file reports of ownership and changes
        in
        ownership.  Based on a review of such forms, the Company believes that
        during the last fiscal year, all of its executive officers, directors and
        ten
        percent shareholders complied with the Section 16 reporting
        requirements.
  2
 *Table
            of Contents*
  **Item
        10.  Executive Compensation.**
  Set
        forth
        below is the Company’s Summary Compensation Table.  Only two executive
        officers are included in the Summary Compensation Table because no executive
        officers of the Company received total compensation from the Company during
        the
        past fiscal year in excess of $100,000.
  **SUMMARY
        COMPENSATION TABLE**
  Name
                  and
                Principal
                  Position(1)
              Fiscal
                Year(2)
              Salary(3)
              Option
                  Awards(4)
              TotalVincent
                  C. Buckman
              2007
              $70,154
              $6,303
              $76,457President
                  and Chief Executive Officer
              2006
              ---
              ---
              ---Samuel
                  J. Stone
              2007
              $60,808
              $5,253
              $66,061Chief
                Financial Officer
              2006
              ---
              ---
              ---
  (1)
        Mr.
        Buckman and Mr. Stone did not serve as executive officers of the Company
        during
        the fiscal year ended May 31, 2006.
  (2)
        The
        years shown are the Company’s fiscal years ended May 31, 2007 and
        2006.
  (3)
        Mr.
        Buckman and Mr. Stone entered into Employment Agreements with the Company
        on
        October 7, 2006, which provided for annual salaries of $120,000 and $102,000,
        respectively.  The amounts shown represent the amount paid to them
        during the period beginning in October 2006 (when they commenced their
        employment with the Company) and ended May 31, 2007, the Company’s fiscal
        year-end. The Company did not pay or provide perquisites or other personal
        benefits to any of the named executive officers in an aggregate amount in
        the
        fiscal years ended May 31, 2007 or May 31, 2006, of $10,000 or
        more.
  (4)
        The
        amount shown represents the dollar amount recognized for financial statement
        reporting purposes for the fiscal year ended May 31, 2007, with respect to
        options for 300,000 shares and 250,000 shares of the Company’s Common Stock
        granted in October 2006 to Mr. Buckman and Mr. Stone, respectively.
  **OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR-END**
  Persons
              
              No.
                  of Securities Underlying Unexercised Options
                Exercisable
              
              
              No.
                  of Securities Underlying Unexercised Options
                  Unexercisable(1)
              
              
              Option
                  Exercise Price
              
              Option
                  Expiration DateVincent
                  C. Buckman
              
              
              ---
              
              
              
              300,000
              
              
              $
              0.07
              
              10/09/2011Samuel
                  J. Stone
              
              
              ---
              
              
              
              250,000
              
              
              $
              0.07
              
              10/09/2011
  (l)
        The
        options shown are the only equity awards granted to the Company’s named
        executive officers which were outstanding at the Company’s fiscal year-end, May
        31, 2007.
  3
 *Table
            of Contents*
  ***Aggregated
        Option Exercises in Last Fiscal Year***
  No
        options relating to the Company’s Common Stock were exercised during the fiscal
        year ended May 31, 2007.
  ***Option
        Grants in Last Fiscal Year***
  The
        Company did not grant any options during the fiscal year ended May 31, 2006.
        Under Employment Agreements entered into Mr. Buckman and Mr. Stone in October
        2006, the Company granted options to Mr. Buckman and Mr. Stone to purchase
        300,000 shares and 250,000 shares, respectively, of the Company’s Common Stock.
        The Company also agreed to issue options to Mr. Buckman to purchase an
        additional 245,455 shares of Common Stock and options to Mr. Stone to purchase
        an additional 204,545 shares of Common Stock pursuant to the Employment
        Agreements. These additional options will be granted pursuant to 2006 Stock
        Ownership Incentive Plan.  See “Equity Compensation
        Plan.”
  ***Director
        Compensation***
  During
        the 2007 fiscal year, none of the directors received any compensation for
        their
        service on the Board of Directors.
  ***Equity
        Compensation Plan***
  The
        Company’s only equity compensation plan is the 2006 Stock Ownership Incentive
        Plan (“Plan”). The Plan was approved by shareholders at the Company’s most
        recent Annual Meeting of Shareholders.  The purpose of the Plan is to
        enhance the ability of the Company to secure and retain the services of
        qualified employees and non-employee directors and to provide incentives
        for
        such employees and non-employee directors to exert maximum efforts for the
        success of the Company.
  *Authorized
        Shares.*  The number of shares of Common Stock authorized for
        issuance under the Plan is 950,000 shares. Shares as to which options or
        other
        awards under the Plan lapse, expire, terminate, are forfeited or are canceled
        will again be available for awards under the Plan.
  In
        the
        event of any change in the corporate structure of the Company affecting the
        Common Stock, such as a merger, reorganization, consolidation, recapitalization,
        reclassification, stock split or similar transaction, the Board of Directors
        or
        any administering committee appointed by the Board (“Committee”) will substitute
        or adjust the total number and class of securities which may be issued under
        the
        Plan and the number, class and price of shares subject to outstanding awards
        as
        it, in its discretion, determines to be appropriate and equitable to prevent
        dilution or enlargement of the rights of participants and to preserve the
        value
        of outstanding awards.
  *Eligible
        Participants.*  Full-time employees of the Company and its
        subsidiaries and non-employee directors of the Company are eligible to receive
        awards under the Plan. Participants will be selected by the Board (or the
        Committee). As of May 31, 2007, the Company had approximately 21 full-time
        employees.
  4
 *Table
            of Contents*
  *Administration
        of the Plan.*  The Plan is administered by the Board of Directors
        or a Committee appointed by the Board to administer the Plan. The Board or
        the
        Committee will determine, subject to the terms of Plan, the persons to receive
        awards, the size, type and frequency of awards, the terms and conditions
        of each
        award, and whether any performance goals have been met. The Board of Directors
        or the Committee will also have the power to accelerate the exercisability
        of
        awards, waive restrictions and conditions applicable to awards, and interpret
        the provisions of the Plan.
  *Limitations
        on Awards.*  The Plan provides for the grant of stock options and
        restricted stock. No more than 450,000 shares of restricted stock may be
        awarded
        under the Plan. In addition, no person may be granted more than 100,000 shares
        of restricted stock or options for more than 200,000 shares during any calendar
        year. In the event of any change in the corporate structure of the Company
        affecting the Common Stock, such as a merger, reorganization, consolidation,
        recapitalization, reclassification, stock split or similar transaction, the
        Board of Directors or the Committee will make appropriate and equitable
        adjustments to the award limitations under the Plan.
  *No
        Repricing.*  Without shareholder approval, neither the Board of
        Directors nor the Committee will have any authority, with or without the
        consent
        of the holders of awards, to “reprice” any awards after the date of initial
        grant with a lower exercise price in substitution for the original exercise
        price.
  *Change
        in Control.*  Upon a Change in Control, as defined in the Plan,
        all outstanding options will become fully vested and immediately exercisable.
        In
        addition, any restrictions and other conditions pertaining to restricted
        stock
        held by participants will lapse and such shares will become immediately
        transferable and nonforfeitable, subject to applicable securities law
        requirements.
  *Termination
        of the Plan.*  The Plan will terminate on the earliest of (a) the
        10th
        anniversary of its effective date; (b) the date when all shares available
        for
        issuance under the Plan have been acquired and payment of all benefits in
        connection with awards under the Plan has been made; or (c) such other date
        as
        the Board of Directors may determine.
  **Item
        11.  Security Ownership of Certain Beneficial Owners
        and Management and Related Stockholder Matters.**
  ***Directors,
        Executive Officers and Principal Shareholders***
  The
        following table sets forth the share ownership of directors, executive officers
        and shareholders known by the Company to own beneficially five percent (5%)
        or
        more of its outstanding Common Stock as of May 31, 2007.
  5
 *Table
            of Contents*
  Common
                  Stock
                Beneficially
                  Owned (1)Name
              
              Position
              
              Amount
              
              
              PercentageVincent
                  C. Buckman
              
              President
                  and Chief Executive Officer; Director
              
              
              0
              (3)
              
              
              *Paul
                  D. Clark (2)
              
              Chairman
                  of the Board; Principal Shareholder; Director
              
              
              12,649,346
              
              
              
              84.6
              %Roberta
                  W. Clark (2)
              
              Principal
                  Shareholder; Director
              
              
              12,649,346
              
              
              
              84.6
              %Cynthia
                  A. Hayden
              
              Vice
                  President, Secretary; Director
              
              
              329,570
              
              
              
              2.2
              %Samuel
                  J. Stone
              
              Chief
                  Financial Officer
              
              
              0
              (3)
              
              
              *Executive
                  Officers and Directors serving as of 5/31/07 as a group, including
                  the
                  above (5 persons)
              
              
              
              
              12,978,916
              
              
              
              86.8
              %
  *
        Indicates less than one percent.
  1.  All
        officers, directors and principal stockholders have sole investment and voting
        power unless otherwise indicated.
  2.  Paul
        D.
        Clark and Roberta W. Clark each own 6,324,673 shares of Common Stock. Because
        they are husband and wife, they may be deemed to beneficially own both the
        shares held by them and the shares held by their spouse.
  3.  At
        May
        31, 2007, Mr. Buckman and Mr. Stone held options to purchase 300,000 and
        250,000
        shares of Common Stock, respectively. The options vest in three equal annual
        installment commencing on October 7, 2007. Accordingly, the shares subject
        to
        these options were not exercisable and beneficially owned by Mr. Buckman
        or Mr.
        Stone at May 31, 2007.
  **Item
        12.  Certain Relationships and Related
        Transactions.**
  ***Employment
        Agreements***
  On
        October 9, 2006, the Company entered into Employment Agreements with Vincent
        C.
        Buckman and Samuel J. Stone with regard to their service as President and
        Chief
        Executive Officer and Chief Financial Officer, respectively.
  Each
        of
        the Employment Agreements has a two-year term and is automatically extended
        for
        one additional year at the end of the initial term and each extension period,
        unless one party gives the other party at least 60 days notice prior to the
        end
        of the applicable term.  Mr. Buckman’s annual base salary is $120,000
        and Mr. Stone’s annual base salary is $102,000.  Mr. Buckman and Mr.
        Stone will be considered for bonuses annually by the Board of Directors based
        on
        their performance during the preceding year.  Bonuses may be paid in
        cash, stock or a combination thereof, in the discretion of the
        Board.
  Mr.
        Buckman’s Employment Agreement provided that the Company would grant him options
        to purchase an aggregate of 545,455 shares of Common Stock at the fair market
        value on the date of grant as follows: (a) an option to purchase 300,000
        shares
        within 30 days of the date on which his employment commenced in October 2006;
        (b) an option to purchase 122,728 shares on the first anniversary date of
        the
        Employment Agreement (October 2007); and (c) an option to purchase 122,727
        shares on the second anniversary date of the Employment Agreement (October
        2008).
  6
 *Table
            of Contents*
  Mr.
        Stone’s Employment Agreement provided that the Company would grant him options
        to purchase an aggregate of 454,545 shares of Common Stock at the fair market
        value on the date of grant as follows: (a) an option to purchase 250,000
        shares
        within 30 days of the date on which his employment commenced (October 2006);
        (b)
        an option to purchase 102,273 shares on the first anniversary date of the
        Employment Agreement (October 2007); and (c) an option to purchase 102,272
        shares on the second anniversary date of the Employment Agreement (October
        2008).
  All
        options granted pursuant to the Employment Agreements will have a term of
        five
        years and will vest in three equal annual installments, commencing on the
        first
        anniversary of the date of grant.
  The
        Employment Agreements may be terminated by the Company on the death or
        disability of the executive officer, or in the event that such executive
        officer
        engages in any act constituting “misconduct” as defined in the Employment
        Agreement.  The Executive Officers may terminate their Employment
        Agreements if the Company materially breaches any material provision of the
        Employment Agreement or following a Change in Control (as defined in the
        Employment Agreement).  If the Executive Officer terminates the
        Employment Agreement for “cause”, the Executive Officer will be entitled to a
        monthly salary equal to the base salary set forth in the Employment Agreement
        for a period of 12 months following termination of employment.
  Both
        Employment Agreements provide for reimbursement for reasonable business and
        travel expenses and reimbursement of $500 per month for housing expenses
        during
        the first year.  The Executive Officers will be entitled to
        participate in any other individual or group life insurance, health insurance,
        qualified pension or profit sharing plan or any other fringe benefit program
        which the Company may from time to time make available to its executive
        employees.  The Company has also agreed to indemnify the Executive
        Officers to the full extent permitted by law and to the extent that the Company
        obtains or maintains directors and officers liability insurance covering
        any
        executive officers of the Company, to provide such insurance to the Executive
        Officers.  The Employment Agreements contain provisions relating to
        non-disclosure of proprietary information and a covenant not to compete with
        the
        Company for one year following termination of employment in certain geographic
        areas.  The Employment Agreements also provide that the Executive
        Officers will not, while employed by the Company and for a period of one
        year
        following termination, directly or indirectly solicit or induce any employee
        of
        the Company to leave the Company or hire any individual employed by the
        Company.
  On
        February 1, 1998, the Company entered into an employment agreement with Paul
        D.
        Clark, pursuant to which the Company employed Mr. Clark for successive
        three-year terms.  The agreement provided for an initial base salary
        of $78,500 per year and the provision of family health insurance, and a $100,000
        whole life insurance policy.  As of January 1, 2007, this employment
        agreement was modified to provide for a $12,000 per year base
        salary.
  7
 *Table
            of Contents*
  ***Related
        Party Transactions***
  We
        have
        entered into two operating leases with Paul D. Clark, Chairman of the Board
        and
        principal shareholder of the Company, for the lease of an aggregate of
        approximately 32,000 square feet of office and warehouse space located in
        Bowling Green, Kentucky.  The leases provide for a monthly rent of
        $7,200 in the aggregate plus maintenance expenses. In January 2007, the monthly
        rent was increased to $7,920 as a result of an increase in property taxes.
        One
        of the leases expires in August 2008 and the other lease expires in September
        2008. The Company believes that the terms of these leases are at least as
        favorable as those which could have been obtained from an unrelated third
        party.
  During
        the last fiscal year, as well as in prior years, a portion of Mr. Clark’s salary
        was deferred.  In addition, from time to time, Mr. Clark has advanced
        amounts on behalf of the Company for which the Company has issued Mr. Clark
        a
        promissory note.  As of May 31, 2007, the Company owed Mr. Clark
        $189,625 for cash advanced for inventory and $263,100 in deferred
        compensation.  During the year ended May 31, 2007, Mr. Clark was paid
        $18,366 principal and $7,419 interest as repayment for cash
        advanced.
  **Item
        13.  Exhibits.**
  31.1 Certification
        pursuant to Rule 13a-14(a)
        of Vincent C. Buckman, CEO and President
  31.2  Certification
        pursuant to Rule 13a-14(a)
        of Samuel J. Stone, Chief Financial Officer
  32.1  Certification
        pursuant to 18 USC Section
        1350 of Vincent C. Buckman, CEO and President
  32.2  Certification
        pursuant to 18 USC Section
        1350 of Samuel J. Stone, Chief Financial Officer
  **Item
        14.  Principal Accountant Fees and
        Services.**
  ***Audit
        Fees and Expenses for the Fiscal Year Ended May 31,
        2007***
  During
        the fiscal year ended May 31, 2007, the Company was billed and paid Marmann,
        Irons & Associates PC for the audit of our annual financial statements and
        review of our quarterly financial statements the amount of $55,521.
  ***Audit
        Fees and Expenses for the Fiscal Year Ended May 31,
        2006***
  During
        the fiscal year ended May 31, 2006, the Company was billed and paid Marmann,
        Irons & Associates PC for the audit of our annual financial statements and
        review of our quarterly financial statements the amount of $51,116.
  ***Tax
        Fees***
  During
        the fiscal years ended May 31,  2007 and 2006, the Company was billed
        and paid Marmann, Irons & Associates PC $6,400 and $6,200, respectively, for
        tax preparation work.
  8
 *Table
            of Contents*
  SIGNATURES
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this amended report to be signed on
        its
        behalf by the undersigned, thereunto duly authorized.
  **The
                  Banker's Store, Inc.**Dated:
                  November 20, 2007
              
              By:
              /s/
                  Vincent C. BuckmanVincent
                  C. Buckman,President,
                  CEO, & Director
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this amended
        report
        has been signed below by the following persons on behalf of the Registrant
        and
        in the capacities and on the dates indicated.
  /s/
                  Vincent C. Buckman
              
              Dated:
                  November 20, 2007Vincent
                  C. Buckman,  President, CEO, & Director/s/
                  Samuel J. Stone
              
              Dated:
                  November 20, 2007Samuel
                  J. Stone, CFO & Director/s/
                  Paul D. Clark
              
              Dated:
                  November 20, 2007Paul
                  D. Clark,  Chairman & Director/s/
                  Cynthia A. Hayden
              
              Dated:
                  November 20, 2007Cynthia
                  A. Hayden, VP,Secretary
                  & Director/s/
                  Roberta W. Clark
              
              Dated:
                  November 20, 2007Roberta
                W. Clark
                Director






9