UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-QSB**





*(Mark
                One)*x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





**For
      the Quarter Ended July 31, 2005**





OR


 ̈
            TRANSITION REPORT PURSUANT TO SECTION
              13 OR
              15(d) OF THE SECURITIESEXCHANGE
              ACT OF 1934





For
      the
      transition period from **N/A** to **N/A**


Commission
      File Number: **0-27382**





**B-TELLER,
      INC.**


(Formerly
      Known as Hot Products, Inc. Com and formerly known as SC & T International,
      Inc.)


(Name
      of
      small business issuer as specified in its charter)





**Washington**
            
            **86-0737579**State
                of Incorporation
            
            IRS
                Employer Identification No.





**Cheyne
      House, Crown Court, 62-63 Cheapside, London England EC2V
      6JP**


(Address
      of principal executive offices)





Registrant's
      telephone number, including Area Code: **44-772-029-2302**


Securities
      registered pursuant to Section 12(b) of the Act: None


Securities
      registered pursuant to Section 12(g) of the Act:





**Common
      Stock, $.001 Par Value**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





Yes
              
              
              No
              X
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 
 Yes
              X
              
              No
 
 The
        number of shares of the issuer’s common equity outstanding as of May 25, 2006
        was 25,415,944  shares
        of  common
        stock.
 
 Transitional
        Small Business Disclosure Format (check one):
 
 Yes
              
              
              No
              X











1





**B-TELLER,
      INC.**


**INDEX
      TO FORM 10-QSB FILING**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**





**TABLE
      OF CONTENTS**





**PART
      I**


**FINANCIAL
                INFORMATION**
            **PAGE**Item
                1.
            Financial
                StatementsBalance
                SheetAs
                of July 31, 2005
            3Statements
                of OperationsFor
                the Three months ended July 31, 2005 and
                2004
            4Statements
                of Cash FlowsFor
                the Three months ended July 31, 2005 and 2004
            5Notes
                to the Financial Statements
            6
                -
                10Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and
                Results of Operations
            10
                - 15





**PART
      II**


**OTHER
      INFORMATION**





Item
                1.
            Legal
                Proceedings
            15Item
                3.
            Control
                and Procedures.
            15Item
                6.
            Exhibits
                and Reports on Form 8-K**CERTIFICATIONS**Exhibit
                31 - Management Certification
            16Exhibit
                32 - Sarbanes-Oxley Act
            17




2
 Table
            of Contents





**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS**





**B-TELLER,
      INC.**


**BALANCE
      SHEET (UNAUDITED)**


**AS
      OF JULY 31, 2005**





ASSETS:CURRENT
                ASSETSCash
            
            $
            -Total
                current assets
            
            
            -TOTAL
                ASSETS
            
            $
            -LIABILITIES
                AND STOCKHOLDERS' EQUITY:CURRENT
                LIABILITIES:Accounts
                payable
            
            $
            276,933Accrued
                expenses and other liabilities
            
            
            451,495Notes
                Payables
            
            
            50,550Total
                current liabilities
            
            
            778,978Total
                liabilities
            
            
            778,978STOCKHOLDERS'
                EQUITY (DEFICIT):Common
                stock, $.001 par value, 33,332,747 shares authorized, 16,634,374
                shares
                issued and outstanding
            
            
            166,344Paid
                in capital
            
            
            17,810,425Accumulated
                deficit
            
            
            (18,755,748
            )Total
                stockholders' equity (deficit)
            
            
            (778,978
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            -





See
      the
      accompanying notes to these unaudited financial statements.





3
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            of Contents





**B-TELLER,
      INC.**


**STATEMENT
      OF OPERATIONS (UNAUDITED)**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**





Three
                Months Ended**2005**
            
            **2004**REVENUES:Revenue
            
            $
            -
            
            $
            -TOTAL
                REVENUE
            
            
            -
            
            
            -COST
                OF SALES:
            
            
            -
            
            
            -GROSS
                PROFIT
            
            
            -
            
            
            -OPERATING
                EXPENSES:General
                and administrative
            
            
            -
            
            
            -Sales
                and marketing
            
            
            -
            
            
            -Total
                operating expenses
            
            
            -
            
            
            -OPERATING
                LOSS
            
            
            -
            
            
            -OTHER
                (INCOME) AND EXPENSESGain
                on Extingusishment of Debt
            
            
            -
            
            
            -Total
                other expense
            
            
            -
            
            
            -NET
                LOSS
            
            
            **-**
            
            
            **-**NET
                LOSS PER SHARE:Basic:
            
            $
            -
            
            $
            -Diluted:
            
            $
            -
            
            $
            -Weighted
                Average Common Shares OutstandingBasic
            
            
            16,634,374
            
            
            14,134,374Diluted
            
            
            16,634,374
            
            
            14,134,374





See
      the
      accompanying notes to these unaudited financial statements.





4
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            of Contents





**B-TELLER,
      INC.**


**STATEMENT
      OF CASH FLOWS (UNAUDITED)**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**





**2005**
            
            **2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                (loss)
            
            $
            -
            
            $
            -Adjustments
                to reconcile net income to net cash (used in) operating
                activities:Changes
                in assets and liabilities:Accounts
                Recievables
            
            
            -
            
            
            -Prepaid
                and other current assets
            
            
            -
            
            
            -Accounts
                payable and accrued liabilities
            
            
            -
            
            
            -Net
                cash (used) in operating activities:
            
            
            -
            
            
            -CASH
                FLOWS FROM INVESTING ACTIVITIES:-
            
            
            -Net
                cash (used) and provided by investing activities:
            
            
            -
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIES:-
            
            
            -Net
                cash provided by financing activities
            
            
            -
            
            
            -INCREASE
                (DECREASE) IN CASH
            
            
            -
            
            
            -CASH,
                BEGINNING OF PERIOD
            
            
            -
            
            
            -CASH,
                END OF PERIOD
            
            $
            -
            
            $
            -





See
      the
      accompanying notes to these unaudited financial statements.





5
 Table
            of Contents





**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**NOTES
      TO FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**








1.
            ORGANIZATION
                AND BASIS OF PRESENTATION





B-Teller,
      Inc (formerly Hot Products, Inc.com, formerly SC&T International, Inc., (the
      "Company")was formed in 1993 for the purpose of developing and marketing
      accessory and peripheral products for the computer and video game industries.
      The company closed in September 2002 due to unsuccessful business ventures
      and
      lack of financing.





In
      February 2006, Leslie Investment sold 100% of its common shares to Titan
      Holdings, Inc. In March 2006 the company reincorporated in Washington and
      changed its name to B-Teller, Inc.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The Company was unsuccessful and was shut
      down
      in September 2002.





**Significant
      issues that effect the company**





Management,
      consisted of James Copland, President, CEO, and Chairman and he resigned on
      February, 21, 2006. The Company appointed Armando Russo as President and
      Director. Leslie Investment sold all of it’s stock to Northwest Corporate
      Services who in turn sold to Titan Holdings, Inc. which briefly gave control
      to
      Titan Holdings, Ltd. On March 21, 2006, the company reincorporated in the State
      of Washington and changed its name to B-Teller, Inc.





At
      the
      same time on March
      13,
      2006 the company changed its capital structure by a 100 to 1 reverse split
      of
      its shares from 16,634,374 to 166,344.





The
      company changed it capital structure to 250,000,000 authorized common shares
      and
      25,000,000 authorized preferred shares. Subsequently,
      on March 21, 2006 the Company issued 6,000,000 post split common shares in
      exchange for all of the shares of Bank Teller Ltd., a United Kingdom Corporation
      in a plan of merger where as Bank Teller Ltd. is a wholly owned subsidiary. On
      March
      27, 2006 the company issued 4,000,034 post split common shares of a convertible
      note. On April 3, 2006 the company forward split the common stock by 1 for
      2.5
      resulting in 25,415,944 shares issued and outstanding. All shares were exempt
      from registration of the Securities and Exchange Act Section 4(2).





Upon
      completion of the share exchange Bank teller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. (16% control of B-Teller,
      Inc.).





Current
      management assumed control in February 2006 and had no prior involvement with
      the Company.





In
      conjunction with the merger, the Company has changed its fiscal year end from
      April 30 to December 31. Accordingly, the transitional period reported was
      prepared for the eight month period from May 1, 2005 through December 31,
      2005.





Management
      is evaluating business opportunities which, if consummated, could cause
      additional significant dilution to the existing shareholders.





2.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States ("U.S. GAAP"). A summary of the
      Company's significant accounting policies follows:





6
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            of Contents





(a) B-Teller,
      Inc. (formerly Hot Products, Inc.com, formerly SC&T International, Inc.,)
      (the "Company")was formed in 1993 for the purpose of developing and marketing
      accessory and peripheral products for the computer and video game
      industries





(b) Use
      of
      Estimates - The preparation of financial statements in conformity with U.S.
      GAAP
      requires management to make estimates and assumptions that affect assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting periods. Actual results could differ
      from those estimates.





(c) Property
      and
      Equipment - Property and equipment are recorded at cost less impairment and
      accumulated depreciation. Depreciation recorded using the straight-line or
      method over the useful life of the asset.





Management
      periodically assesses its ability to recover the cost of its long-lived assets
      in accordance with the provisions of SFAS 144. Costs deemed not recoverable
      are
      charged to operations and the asset cost reduced by the estimated
      impairment.





(d) Foreign
      currency translation - foreign subsidiaries (if any) maintain their financial
      statements in the local currencies which have been determined to be the
      functional currencies. Assets and liabilities denominated in foreign currencies
      are translated into U.S. dollars at the rates in effect at the balance sheet
      date. Revenues and expenses are translated at average rates for the period.
      Related translation adjustments are reported as a separate component of
      stockholders' equity, whereas, gains and losses resulting from foreign currency
      transactions are included in the results of operations.





(e) Cash
      and Cash
      Equivalents - Cash includes all short-term highly liquid investments that are
      readily convertible to known amounts of cash and have original maturities of
      three months or less. Net bank overdrafts were recorded as current liabilities.
      Cash balances are insured by the F.D.I.C. up to $100,000 per institution.





(f) Fair
      Value of
      Financial Instruments - The financial instruments disclosed elsewhere in these
      notes are deemed to be representative of their fair values, as the interest
      rates approximate market rates giving consideration to their respective
      risks.





(g) Fair
      Value of
      Non-monetary Transactions - The common stock issues have been valued in
      accordance with SFAS 143 and SAB 107, giving consideration to the fair value
      of
      thinly traded shares, as affected by restrictions to the stock, the underlying
      assets, cash flows, and profitability of the company.





(h) Advertising
      expenses are expensed when incurred.





(i) Income
      taxes
      - The Company provides for income taxes based on the provisions of Statement
      of
      Financial Accounting Standards No. 109, Accounting for Income Taxes, which
      among
      other things, require that recognition of deferred income taxes be measured
      by
      the provisions of enacted tax laws in effect at the date of financial
      statements.





(j) Financial
      instruments - Financial instruments consist primarily of cash, accounts
      receivable, and obligations under accounts payable, accrued expenses, note
      payable and capital lease instruments. The carrying amounts of cash, accounts
      receivable, accounts payable, accrued expenses and note payable approximate
      fair
      value because of the short maturity of those instruments. The carrying value
      of
      the Company's capital lease arrangements approximates fair value because the
      instruments were valued at the retail cost of the equipment at the time the
      Company entered into the arrangements.





(k) Loss
      Per
      Share - Basic loss per share is computed using the weighted average number
      of
      shares of common stock outstanding for the period. Diluted loss per share is
      computed using the weighted average number of shares of common stock plus
      dilutive potential common shares outstanding for the period.





7
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            of Contents





(l) Impairment
      of
      Long-Lived Assets and Long-Lived Assets to be Disposed Of The Company reviews
      long-lived assets and certain identifiable intangibles for impairment whenever
      events or changes in circumstances indicate the carrying amount of an asset
      may
      not be recoverable. Recoverability of assets to be held and used is measured
      by
      a comparison of the carrying amount of an asset to future, undiscounted, net
      cash flows expected to be generated by the asset. If such assets are considered
      to be impaired, the impairment to be recognized is measured by the amount by
      which the carrying amount of the assets exceeds the fair value of the assets.
      Assets to be disposed of are reported at the lower of the carrying amount or
      fair value less costs to sell.





3.
            PROPERTY
                AND EQUIPMENT





The
      company has no fixed assets as of July 31, 2005 and 2004.





4.
            SHARE
                CAPITAL





*See
      footnote #1 “Significant issues that effect the company”.*




5.
            SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION





No
      income
      taxes were paid and interest paid approximates the amounts disclosed as
      expense.





6.
            INCOME
                TAXES





The
      Company has accumulated operating losses available to potentially reduce taxable
      income in future periods. The potential tax benefit of these losses have not
      been reflected in the financial statements since it was more likely than not
      that the losses would not be utilized. These losses begin expiring from 2010
      through 2019. Additionally, the limitations on these losses resulting from
      various business combinations and control changes have not been determined
      but
      could be substantial. Accordingly, the valuation allowance equals the deferred
      tax asset, if any.





Net
      operating losses are subject to various rules and regulations set forth by
      the
      Internal Revenue Service. Usage of that net operating loss is subject to two
      main elements which include, among others, the same line of business. In
      addition, IRC 382 must be analyzed to address the potential change in control
      related to any future operations. Therefore all factors related to the usage
      of
      the net operating loss must be carefully considered by those contemplating
      the
      utilization of the losses sustained.





Management
      evaluates the probability of the utilization of the deferred income tax assets.
      Management determined that because the Company has not yet generated taxable
      income it was not appropriate to recognize a deferred income tax asset related
      to the net operating loss carry-forward. Therefore, a fully deferred income
      tax
      asset is offset by an equal valuation allowance.





If
      the
      Company begins to generate taxable income, management may determine that all
      of
      the deferred income tax asset may be recognized. Recognition of the asset could
      increase after tax income in the future. Net operating loss carryforwards of
      $19,388,338 for federal income tax purposes begin expiring from 2010 through
      2019. Net operating loss carryforwards of $18,099,321 for state income tax
      purposes expire from 2001 through 2004. The future utilization of the net
      operating losses is uncertain.





7.
            DEBT
                EXTINGUSHIMENT





SFAS
      140
      paragraph 16 outlines the two requirements that are met to qualify for early
      extinguishment of debt.




The
      debt
      has been reviewed and found that the obligations were past the statute of
      limitation and there has been no attempt for collectabiltiy. Therefore it is
      a
      matter of law or “judicially” to remove the obligations under the advice of
      counsel. SFAS 140, Paragraph
      16: A debtor shall derecognize a liability if and only if it has been
      extinguished. A liability has been extinguished if either (a.) The debtor pays
      the creditor and is relieved of its obligation for the liability. Paying the
      creditor includes delivery of cash, other financial assets, goods, or services
      or reacquisition by the debtor of its outstanding debt securities whether the
      securities are canceled or ( b.)
      The
      debtor is legally released from being the primary obligor under the liability,
      either judicially or by the creditor.




8
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            of Contents




The
      Company settled its litigation with Performance Funding related to this unpaid
      debt. Leslie Investment paid $17,500 to settle this debt on behalf of the
      company.




In
      the
      event vendors attempt to assert their claims, even if statutorily extinguished,
      legal costs may be incurred to successfully defend collection efforts.
      Management believes such costs will be immaterial and has accordingly determined
      to expense such costs as incurred.





8.
            RELATED
                PARTY TRANSACTIONS





During
      the periods, the following financial transactions were completed with
      shareholders, directors, managers or employees who are deemed to be related
      parties to each Company:





During
      the year ended April 30, 2001, the Company borrowed funds from its president
      (Leslie Investment) and chairman of the board of directors who is also the
      Company's largest single shareholder. The $66,332 Note payable to shareholder
      was unsecured, due upon demand and bore interest at 9% per annum. In February
      2003, Leslie was paid 2,500,000 common shares which have not been issued by
      the
      transfer agent as of December 31, 2005.





In
      August
      2004, Leslie Investment was issued 2,500,000 common shares in exchange for
      nearly $100,000 of expenses paid during the time the company was dormant.





James
      Copland, President, CEO, and Chairman resigned on February, 21, 2006. The
      Company appointed Armando Russo as President and Director. Leslie Investment
      sold all of its stock to Northwest Corporate Services who in turn sold to Titan
      Holdings, Inc. for $100,000 which gave brief control to Titan Holdings, Inc.
      On
      March 21, 2006, the company reincorporated in the State of Washington and
      changed its name to B-Teller, Inc.





Upon
      completion of the share exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves in who holds nearly
      4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.





9.
            NET
                INCOME PER SHARE





The
      net
      income per common share is calculated by dividing the consolidated loss by
      the
      weighted average number of shares outstanding during the periods.





10.
            STOCK
                OPTIONS





The
      Company issues stock options from time to time to executives and key employees.
      The Company has a qualified stock option plan for its key employees, consultants
      and independent contractors. The Company has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards No. 123, "Accounting
      for Stock-Based Compensation," and continues to account for stock based
      compensation using the intrinsic value method prescribed by Accounting
      Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
      Accordingly, no compensation cost has been recognized for the stock options
      granted. All Stock options expired in September 2002 upon the termination of
      all
      employees and closing of the business.





11.
            SUBSEQUENT
                EVENTS





On
      March
      21, 2006 The Company reincorporated in Washington and changed the company name
      to B-Teller, Inc. On March 22, 2006, the Company entered into a Merger Agreement
      with Bank Teller Ltd. a United Kingdom Corporation by exchanging 100% of the
      shares in Bank Teller Ltd. for 6,000,000 post split common shares of the
      company. On March 27, 2006 the company issued an additional 4,000,034 post
      split
      common shares for a convertible note. On May 12, 2006, 1,500,000 shares of
      common stock were issued to Midland FI Marketing, Ltd. as a result of a contract
      for services. The commons shares were issued pursuant to the exemption from
      the
      registration requirements of the federal securities laws provided by Section
      4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
      D.





9
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            of Contents





Effective
      upon the merger, B-Teller, Inc. senior management became senior management
      of
      the Company, including Armando Russo President and director and J.A. Claydon,
      Secretary and director.





B-Teller,
      Inc. is a wholesale electronic payment provider. Payments which are not sent
      and
      received from within the same European territory are considered to be
      cross-boarder and so use the S.W.I.F.T. network. S.W.I.F.T. is considered by
      many organization s to be an expensive method for the movement of payments
      messages. With the advent of the Euro, it is now the European Union’s intention
      to upgrade Europe’s banking technology infrastructure so that any payment
      crossing the “euro zone’ will be considered a domestic payment, which will
      negate the need to use S.W.I.F.T. and will make payments move more quickly
      and
      cost-effectively across the EU countries. Bank Teller will act as a payment
      processing hub, which will route wholesale payments across any network using
      the
      most cost-effective route. Bank Teller customers will access Bank Teller’s
      ASP-Based services via a local Bank Teller General User Interface (GUI),
      allowing corporate treasurers and financial officers with the ability to execute
      their payments form a remote and centralized location, thereby saving time
      and
      money.





Upon
      completion of the shares exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.





12.
            GOING
                CONCERN ISSUES





New
      management cannot provide any assurances that they will be able to secure
      sufficient funds to satisfy the cash requirements for the next 12 months. The
      inability to secure additional funds would have a material adverse effect on
      the
      Company.





These
      financial statements are presented on the basis that the Company will continue
      as a going concern. Other than the previously disclosed impairments, no
      adjustments have been made to these financial statements to give effect to
      valuation adjustments that may be necessary in the event the Company is not
      able
      to continue as a going concern. The effect of those adjustments, if any, to
      individual periods could be substantial.








**ITEM
      2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS**





Management’s
      discussion and analysis contains statements that are forward-looking and involve
      risks and uncertainties. Several factors could cause actual results to differ
      materially from those described in such forward-looking statements. This
      includes the Company’s ability to manage growth, involvement in litigation,
      competition, ongoing contractual relationships, dependence upon key personnel,
      changes in customer demand for product and services, and the adoption of new,
      or
      changes in, accounting policies, practices and estimates and the application
      of
      such policies, practices, and estimates, and federal and state governmental
      regulation.





The
      following financial data should be read in conjunction with the consolidated
      financial statements of B-Teller, Inc. related notes and other financial
      information appearing elsewhere in this report.





**OVERVIEW**





B-Teller,
      Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly
      SC&T International, Inc.) was formed in June 1993. In 2002 we closed our
      business operations due to lack of funding and we were de-listed to the pink
      sheets for lack of current Securities and Exchange Commission filings.





**NET
      REVENUES**





10
 Table
            of Contents





There
      were no revenues since 2002 when we closed our business operations.





**SELLING
      AND PROMOTION**





There
      were no selling and promotion expense since we closed our business operations.





**OFFICE
      AND ADMINISTRATION**





In
      2002
      we closed our business operations.





**NET
      INCOME (LOSS)**





There
      was
      no net income (loss) for the quarters ended July 31, 2005 and 2004 a result
      of
      the closing of the business operation in September 2002.





**NET
      LOSS AND INCOME PER SHARE**





There
      were no earnings per share for the three months ended July 31, 2005 and
      2004.





**LIQUIDITY
      AND CAPITAL RESOURCES**





All
      of
      the company’s current obligations were funded through Leslie Investment. The
      company closed our business operations due to lack of funding.





**Delinquent
      Filing of SEC Reports and Inadequacies of Disclosures**





The
      Company failed to timely file with Securities and Exchange Commission (“SEC”)
      its periodic reports, including its annual reports on Form 10KSB for fiscal
      2002, 2003, 2004 and 2005, and its Form 10QSB reports for its 2003, 2004, 2005.
      The Company intends to shortly complete the filing of all the required periodic
      reports.





**Other
      Considerations**





There
      are
      numerous factors that affect our business and the results of its operations.
      Sources of these factors include general economic and business conditions,
      federal and state regulation of business activities, the level of demand for
      the
      Company’s product or services, the level and intensity of competition pressures
      that may result, the Company’s ability to develop new services based on new or
      evolving technology and the market’s acceptance of those new services, the
      Company’s ability to timely and effectively manage periodic product transitions,
      the services, customer and geographic sales mix of any particular period, and
      the ability to continue to improve infrastructure including personnel and
      systems, to keep pace with the growth in its overall business
      activities.





**Forward-Looking
      Statements**





Except
      for historical information contained herein, this Form 10-QSB contains express
      or implied forward-looking statements within the meaning of Section 27A of
      the
      Securities Act of 1933 and Section 21E of the Exchange Act. The Company intends
      that such forward-looking statements be subject to the safe harbors created
      thereby. The Company may make written or oral forward-looking statements from
      time to time in filings with the SEC, in press releases, or otherwise. The
      words
“believes,” “expects,” “anticipates,” “intends,” “forecasts,” “project,”
“plans,” “estimates” and similar expressions identify forward-looking
      statements. Such statements reflect the current views with respect to future
      events and financial performance or operations and are only as of the date
      the
      statements are made. Forward-looking statements involve risks and uncertainties
      and readers are cautioned not to place undue reliance on forward-looking
      statements. The Company’s actual results may differ materially from such
      statements. Factors that cause or contribute to such differences include, but
      are not limited to, those discussed elsewhere in this Form 10-QSB, as well
      as
      those discussed in Form 10-KSB which is incorporated by reference in this Form
      10-QSB.





11
 Table
            of Contents





Management
      believes that the assumptions underlying the forward-looking statements are
      reasonable, any of the assumptions could prove inaccurate and, therefore, there
      can be no assurance that the results contemplated in such forward-looking
      statements will be realized. The inclusion of such forward-looking information
      should not be regarded, as a representation that the future events, plans,
      or
      expectations contemplated will be achieved. The Company undertakes no obligation
      to publicly update, review, or revise any forward-looking statements to reflect
      any change in expectations or any change in events, conditions, or circumstances
      on which any such statements are based. Our filings with the Securities Exchange
      Commission, including the Form 10-KSB, and may be accessed at the SEC’s web
      site, www.sec.gov .





**PART
      II - OTHER INFORMATION**





**ITEM
      1.** **LEGAL
      PROCEEDINGS**





We
      have
      no pending litigation with the Company





**ITEM
      3.   CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





The
      Company maintains controls and procedures designed to ensure that information
      required to be disclosed in this report is recorded, processed, accumulated,
      and
      reported to its management, including the chief executive officer to allow
      timely decisions regarding the required disclosures. Within the 90 days prior
      to
      the filing date of this report, B-Teller’s management, with the participation of
      its chief executive officer and corporate accounting, performed an evaluation
      of
      the effectiveness of the design and operation of these disclosure controls
      and
      procedures. This officer and management have concluded that such disclosure
      controls and procedures are effective at ensuring that required information
      is
      disclosed in the Company’s reports.





**Changes
      in Internal Controls**





There
      were no significant changes in the Company’s internal controls or in other
      factors that could significantly affect these controls subsequent to the
      evaluation date.





**ITEM
      6:   EXHIBITS AND REPORTS ON FORM
      8-K**





**Reports
      on Form 8-K**





Changes
      in Registrant’s Certifying Accountant.





**SIGNATURES**





In
      accordance with 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, there unto duly authorized.





B-TELLER,
      INC.





By /s/
      Armando Russo


**President**





By
      /s/ J.
      A.
      Claydon


**Secretary**


**June
      6, 2006**






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