Mail Stop 0306
April 18, 2005
Via: US Mail and Facsimile to (270) 782-9639
Mr. Paul D. Clark
President, Chief Executive Officer and Chief Financial Officer
Bankers Store, Inc.
1535 Memphis Junction Road
Bowling Green, KY 42101
RE: Bankers Store, Inc.
Form 10-KSB for the fiscal year ended May 31, 2004
Form 10-QSB for the quarterly period ended August 31,
2004
Form 10-QSB for the quarterly period ended November 30,
2004
File No. 000-08880
Dear Mr. Clark:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
document
in future filings in response to these comments. If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the fiscal year May 31, 2004
General
Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Pages 5-8
Results of Operations
Cost of Goods Sold - Page 8
1. We note the significant affect of product mix on your gross
margin. In future filings further discuss and quantify the impact
that the shift in the sales of new versus used/refurbished
products
had each period. In addition, provide more details of the reasons
for
the significant decline in gross profit percentages during the
annual
and interim periods and clarify whether this is a trend that is
expected to continue.
2. As a related matter, please note that each significant factor
that
contributed to the significant variances in revenue and expense
amounts for each period presented should also be quantified and
discussed. Please apply throughout MD&A to the extent practicable
in
future filings.
Liquidity and Capital Resources - Page 8
3. In future filings disclose more details of the significant
increase in accounts receivable at May 31, 2004 and during the
interim period in light of the decrease in revenue during this
period. We also note the significant increase in the provision
for
doubtful accounts. Clarify whether there are any collectibility
concerns.
Section 302 Certification - Exhibit 31.1
4. We note that your section 302 certification omitted item 5. The
required certification must be in the exact form prescribed; the
wording of the required certification may not be changed in any
respect, except for the modifications temporarily permitted to be
made to the fourth paragraph of the certification pursuant to Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.
Financial Statements
Note 1- Summary of Significant Accounting Principles and Policies
- -
Page F-7
Revenue Recognition - Page F-7
5. We note that you recognize revenue upon shipment. In future
filings provide more specific details of your revenue recognition
policy for all significant products and services. Clarify the
basis
for recognizing revenue at the time of shipment and the impact of
any
rights of return, customer acceptance, credits or other sales
incentives or other post shipment obligations. In addition,
clarify
whether your products have multiple element arrangements under
EITF
00-21.
Note 5 - Advances From Principal Stockholder - Page F-9
6. We note that the advances from your principal shareholder are
noninterest bearing. Revise future filings to accrue interest on
the
advances as required by SAB Topic 1.B.1.
Note 7 - Related Party Transactions - Page F-10
7. On page 10 under Item 10, Executive Compensation, you disclose
that the balance of Mr. Clark`s compensation not paid in cash is
deferred into a note payable. Please tell us whether the amount is
included in operating expenses in your consolidated statements of
operations.
Note 8 - Contingencies - Page F-11
Private Placement - B.G. Banking - Page F-11
8. In future filings, revise to disclose when the 189,750 shares
issued in satisfaction of subscription agreements were issued. In
addition, clarify how you accounted for the $109,674 received from
Taurus.
Warranties
9. Revise future filings to include all the disclosure
requirements
by FIN 45 or indicate why this disclosure is not required.
Note 10 - Segments- Page F-15
10. In future filings provide the segment disclosures required by
paragraph 25.b. of SFAS 131 for other assets. In addition, provide
all the disclosures required by paragraph 27 of SFAS 131.
Form 10-QSB as of August 31, 2004
Litigation - Pages 4 and 5
Note 4-Litigation- Page F-7
11. Supplementally and in future filings provide more details of
the
litigation discussed on pages 4 and 5 and in Note 4, including
details of the status of each of these matters, your estimate of
the
possible losses and the amounts recorded in the financial
statements.
Section 302 Certification - Exhibit 31.1
12. We note that your section 302 certification included an
additional item 6. The required certification must be in the exact
form prescribed; the wording of the required certification may not
be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
pursuant to Part III.E of Release No. 8238. Accordingly, please
file
an amendment to your Form 10-QSB that includes the entire filing
together with the certifications of each of your current CEO and
CFO
in the form set forth in Item 601(b)(31) of Regulation S-B.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Patrick Enunwaonye, Staff Accountant, at
(202)
824-5529 or me, at (202) 942-1791 if you have questions regarding
comments on the financial statements and related matters. In this
regard, do not hesitate to contact Martin James, Senior Assistant
Chief Accountant, at (202) 942-1984 with any other concerns.
Sincerely,
Brian Cascio
Accounting Branch Chief
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Mr. Paul D. Clark
Banker's Store, Inc.
April 18, 2005
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