As filed with the Securities Exchange Commission on
August 2, 2000

Registration No. 333-36436

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
UNIVERSAL MONEY CENTERS, INC.
(Name of small business issuer in its charter)

Missouri 6099 43-1242819
- -------------------- ------------------ --------------

(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)

6800 Squibb Road
Mission, Kansas 66202
(913) 831-2055
(Address and telephone number
of principal executive offices and principal place of business)
---------------------------
David S. Bonsal
Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
(913) 831-2055
(Name, address and telephone number of agent for service)
---------------------------
Copy to:

James S. Swenson, Esq.
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
---------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
---------------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. []
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. []
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of each Proposed Proposed Amount of
class of Amount to be maximum maximum registration
securities to registered offering price aggregate fee
be registered per unit offering price
- -------------------------------------------------------------------------------
Common Stock, 2,014,809(1) $.40(1) $805,923.60 $209.54 (2)
$.01 par value
per share
===============================================================================
(1) Includes the effect of a 1-for-20 reverse stock split of the outstanding
common stock completed effective July 7, 2000.
(2) $414.93 was previously paid.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS
UNIVERSAL MONEY CENTERS, INC.

2,014,809 SHARES OF COMMON STOCK

$.40 PER SHARE

Universal Money Centers, Inc. is offering at no cost to you, as a holder of
common stock of Universal Money Centers, a non-transferable right to purchase
shares of common stock. You will be entitled to purchase one share of common
stock at a price of $.40 per share for each share of common stock you own as of
August 4, 2000. Each right will also carry with it an over-subscription
privilege to subscribe for shares of common stock that are not purchased by
other holders of rights. The rights are evidenced by rights certificates and
will expire at 5:00 p.m. Central Daylight time on September 11, 2000, unless the
expiration date is extended for up to 30 days.

A 1-for-20 reverse stock split of the outstanding common stock became effective
on July 7, 2000, prior to the record date for this offering. In the reverse
stock split, each twenty (20) shares of common stock owned of record by you as
of the close of business on July 7, 2000 was automatically reclassified and
converted into one (1) share of common stock. Any fractional shares held by you
as a result of the reverse stock split were rounded up to one whole share. The
number of rights issued to you is based upon the number of shares held by you
after the reverse stock split.

Currently, the common stock is not traded on any national exchange. We believe
that the common stock is currently eligible to be traded in the over-the-counter
market, both on the OTC Bulletin Board and in the "pink sheets". We are not
aware of any public trades in the common stock, although some trading may have
occurred.

---------------------------

An investment in our common stock involves a high degree of risk. You should
consider carefully the risk factors beginning on page 6 of this Prospectus.

---------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

---------------------------

Per Share Total
----------- -----------
Offering price to the $.40 $805,923.60 (1)
Shareholders

(1) Before deduction of estimated expenses of $34,065 payable by Universal Money
Centers, including registration, legal and accounting fees, printing expenses
and other miscellaneous fees and expenses.

The date of this Prospectus is August 11, 2000.

-1-

TABLE OF CONTENTS

PAGE

PROSPECTUS SUMMARY.............................................................3

RISK FACTORS...................................................................6

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS.....................................................9

USE OF PROCEEDS...............................................................10

MARKET FOR COMMON STOCK AND DIVIDEND POLICY...................................11

DETERMINATION OF SUBSCRIPTION PRICE...........................................11

THE RIGHTS OFFERING...........................................................12

SHARES ELIGIBLE FOR FUTURE SALE...............................................15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.....................................................16

OUR BUSINESS..................................................................26

MANAGEMENT....................................................................34

EXECUTIVE COMPENSATION........................................................35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................36

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................40

DESCRIPTION OF CAPITAL STOCK..................................................41

EXPERTS.......................................................................42

LEGAL COUNSEL.................................................................42

WHERE YOU CAN FIND MORE INFORMATION...........................................42

INDEX TO FINANCIAL STATEMENTS................................................F-1

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
It is not complete and may not contain all of the information that you should
consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and notes thereto.

THE COMPANY

We are engaged in the business of operating a network of automated teller
machines. The ATMs provide holders of debit and credit cards access to cash,
account information and other services at convenient locations and times chosen
by the cardholder. Banks and credit card companies are the principal issuers of
debit and credit cards used in our ATM network. Our ATM network consists of ATMs
owned by us, ATMs owned by banks and ATMs owned by third party merchants. ATMs
in our network are principally installed in retail and convenience stores and
banks with locations concentrated in the Kansas City and St. Louis, Missouri and
El Paso, Texas metropolitan areas, and the state of Kansas. We also provide ATM
network management services to banks and third parties owning ATMs that are
included in our ATM network.

Our principal executive offices are located at 6800 Squibb Road, Mission,
Kansas 66202, telephone number (913) 831-2055.

THE RIGHTS OFFERING

Rights..............We have distributed at no cost to each holder of common
stock one non-transferable right to purchase common stock
for every share of common stock owned on the record date,
which is August 4, 2000. The number of rights issued to you
is based upon the number of shares held of record by you on
the record date, taking into account the 1-for-20 reverse
stock split of the outstanding common stock, which became
effective on July 7, 2000.

Basic Subscription
Privilege...........Each right includes a basic subscription privilege entitling
you to purchase one share of common stock for each right you
hold.

Over-subscription
Privilege...........If you elect to exercise all of your rights to
purchase common stock pursuant to your basic subscription
privilege, you will also have an over-subscription privilege
to subscribe for additional shares of common stock, if any,
that are not purchased by other holders of rights under the
basic subscription privilege. If there are not enough shares
available to satisfy fully all subscriptions for additional
shares, we will prorate the available shares of common stock
among holders who exercise the over-subscription privilege
according to the number of shares purchased by each such
holder

-3-

under the basic subscription privilege. See "THE RIGHTS
OFFERING - Subscription Privileges."

Subscription Price..$.40 in cash per share.

Non-Transferability
of Rights...........The rights are non-transferable.

Expiration Date.....September 11, 2000, at 5:00 p.m., Central Daylight
time, unless extended for up to 30 days.

Procedure for
Exercising Rights...If you wish to exercise any or all of your rights,
you should properly complete and sign the subscription form
and substitute Form W-9 in the rights certificate and
forward the rights certificate, with full payment of the
subscription price, to us on or prior to the expiration
date. If you use mail to forward the rights certificate and
payment of the purchase price, we recommend that you use
insured, registered mail. You may not revoke an exercise of
rights. See "THE RIGHTS OFFERING--Exercise of Rights."

Procedure if Rights
Held in "Street
Name"...............If your common stock is held of record by a broker,
commercial bank, trust company or other nominee, you should
contact the nominee and request that it exercise the rights
on your behalf. Be aware that the nominee may establish a
deadline for receiving instructions from you that is
significantly earlier than the expiration date. See "THE
RIGHTS OFFERING--Exercise of Rights."

Issuance of Common
Stock...............We will deliver to subscribers certificates representing
shares of common stock purchased pursuant to the rights
offering as soon as practicable after the expiration date.
Any excess funds paid in respect of shares not issued will
be returned by mail without interest as soon as practicable
after the expiration date. See "THE RIGHTS OFFERING -
Exercise of Rights."

Shares of Common
Stock Outstanding
after Rights
Offering............Approximately 4,029,618 shares of common stock,
stock, assuming all of the rights are exercised.

Use of Proceeds....Assuming full exercise of the rights, we anticipate that
the net cash proceeds from the sale of the share of common
stock offered in the rights offering, after payment of fees
and expenses, will be approximately $770,000. This offering
is not conditioned upon any minimum level of exercise of the
rights, and there can be no

-4-

assurance that we will raise any proceeds from the offering.
However, our directors and executive officers have advised
us that they currently intend to acquire in the aggregate up
to approximately sixty percent (60%) of the shares of common
stock offered in the rights offering, to the extent such
shares are available. We expect that such net proceeds will
be used primarily to provide needed working capital for
general corporate purposes. These general corporate purposes
include funding the continued operation and expansion of our
ATM network and improving our ability to access credit for
future working capital needs. See "USE OF PROCEEDS."

Risk Factors........There are substantial risks in connection with this
offering that should be considered by you. See "RISK
FACTORS."

SUMMARY FINANCIAL INFORMATION

The summary financial information presented below is derived from our
financial statements. This information is only a summary and you should read it
in conjunction with our historical financial statements and the related notes
beginning on page F-1 of this Prospectus and Management's Discussion and
Analysis of Financial Condition and Results of Operations beginning on page 16
of this Prospectus. The per share data has been restated to reflect the 1-for-20
reverse stock split of the outstanding common stock which became effective on
July 7, 2000. See "WHERE YOU CAN FIND MORE INFORMATION" on page 42 of this
Prospectus.

Three Months
Ended April Year Ended January 31,
30,
-------------- --------------------------------
2000 1999 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----
(in thousands, except for per-share data)
Statement of Operations
Data:
Net Revenues............ $1,928 $1,391 $6,410 $5,017 $3,822 $2,601 $1,772
Cost of Revenues........ 1,527 1,004 4,995 3,422 2,355 1,385 1,012
Operating Expenses...... 447 357 1,501 1,215 1,071 912 599
Net Income (loss)....... (74) 20 (121) 373 664 294 157
Net income (loss) per
share................... (.04) .01 (.06 ) .19 .34 .16 .11

As of As of January 31,
April 30,
-------------- --------------------------------
2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
(in thousands, except for per-share data)

Balance Sheet Data
Total assets........... $3,510 $3,613 $2,805 $2,034 $1,361 $341
Long-term debt......... 1,194 1,033 714 393 235 19
Stockholders' equity... 1,058 1,131 1,252 880 215 (162)
Cash dividends declared
per common share....... 0 0 0 0 0 0

-5-

RISK FACTORS

An investment in the common stock offered hereby is speculative and
involves a high degree of risk. Prior to making an investment decision, you
should carefully consider each of the following risk factors, together with
other information set forth elsewhere in the Prospectus.

Our profitability is substantially dependent upon our ability to impose
surcharge fees on cash withdrawals from ATMs.

In April 1996, national debt and credit card organizations changed the
rules applicable to their members, including us, to permit the imposition of
surcharge fees on cash withdrawals from ATMs. Since that time, we have earned an
increasing percentage of our revenues from surcharge fees on cash withdrawals.
Surcharge fees made up 66% of our revenues for the fiscal quarter ended April
30, 2000 and for the fiscal year ended January 31, 2000. Since 1996, there have
been efforts in a number of jurisdictions to place restrictions on the ability
of banks and ATM companies to charge surcharge fees on cash withdrawals from
ATMs. Any changes in laws or card association rules that would materially limit
our ability to impose surcharge fees would have a material adverse effect on our
business, results of operations and financial condition. See "OUR BUSINESS -
Regulatory Matters."

We have limited working capital and may encounter future liquidity problems.

We have historically had limited working capital. We had a working capital
deficit of $781,754 at April 30, 2000, compared to a working capital deficit of
$537,192 at January 31, 2000 and $145,914 at January 31, 1999. The ratio of
current assets to current liabilities was .38 at April 30, 2000 compared to .63
at January 31, 2000 and .83 at January 31, 1999. If we receive the maximum
amount of proceeds to be raised in the rights offering, our liquidity will be
improved. However, as described below, we require a substantial amount of cash
to maintain our ATM network. Our limited working capital restricts our ability
to expand our ATM network. In addition, as a result of our limited working
capital, we are more vulnerable to adverse changes in general economic
conditions, economic conditions in our industry and in the credit markets. Also,
we suffer a competitive disadvantage against competitors with greater capital
resources. There can be no assurance that we will not encounter capital resource
and liquidity problems in the future. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital
Resources."

We are highly dependent upon continued financing from lenders and vault cash
providers to provide the cash necessary to operate and expand our ATM network.

We require a substantial amount of cash to operate and expand our ATM
network. In addition to funds necessary to acquire ATMs, we require a
substantial amount of funds to provide vault cash for the ATMs that we own in
our network. At April 30, 2000, we were using vault cash in the amount of
approximately $5,600,000 in the 394 ATMs that we owned on that date. As of April
30, 2000, our affiliate, Universal Funding Corporation, was providing
approximately $2,600,000 in vault cash to these ATMs and we were "renting" vault
cash from commercial banks in the amount of $3,000,000 for these ATMs. Many of
our existing arrangements for vault cash require us to satisfy certain
conditions on an ongoing basis and may

-6-

be terminated by the vault cash provider under certain circumstances. If any of
our existing financing arrangements are terminated or if we seek additional
funding to expand our ATM network, additional financing may not be available
when needed or may not be available on acceptable terms. In that event, our
ability to maintain and expand our ATM network may be adversely affected. The
loss of one or more sources of vault cash funding could have a material adverse
effect on our business, results of operations and financial condition. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources."

We are subject to increasing competition.

Since April 1996, when national debt and credit card organizations changed
rules applicable to their members to permit the imposition of surcharge fees on
cash withdrawals, we have experienced increased competition, both from existing
ATM network operators and from new companies entering the industry. Many of our
competitors have substantially greater financial, marketing and sales resources
than we do. There can be no assurance that we will be able to compete
successfully with many of these competitors. A continued increase in competition
could adversely affect our margins and may have a material adverse effect on our
financial condition and results of operations. See "OUR BUSINESS - Competition."

We face a number of obstacles in expanding our ATM network.

Our ability to expand our ATM network and to install ATM machines in new
locations is subject to a number of risks and uncertainties, including having
adequate financial resources, locating attractive ATM sites, negotiating
reasonable leases for such sites, contracting for armored security services for
deliveries of vault cash to ATMs on reasonable terms and hiring service
companies to service the sites. The increasing competition has made it more
difficult to locate attractive ATM sites and to negotiate leases for such sites
on reasonable terms. There can be no assurance that we will be able to expand
our ATM network in a cost-effective and profitable manner.

We earn a significant portion of our revenues from our relationship with two ATM
site owners.

As of April 30, 2000, we had approximately 48 and 39 ATMs, respectively,
installed at the locations of two operators of combination convenience stores
and gas stations. The aggregate revenues from these companies accounted for
approximately 32% and 22% of our revenues in fiscal years 2000 and 1999,
respectively. If one or both of the relationships were terminated and we were
unable to find new locations for the ATMs, the termination could have a material
adverse effect on our business, results of operations and financial condition.
See "OUR BUSINESS - Our Network."

-7-

The increasing use of debit cards by consumers may reduce their use of ATMs in
our network and adversely affect our business.

The use of debit cards by consumers has been growing. Consumers use debit
cards to make purchases from merchants, with the amount of the purchase
automatically deducted from the consumers' checking accounts. An increasing
number of merchants are accepting debit cards as a method of payment, and are
also permitting consumers to use the debit cards to obtain cash. The increasing
use of debit cards to obtain cash may reduce the number of cash withdrawals from
our ATMs, and may adversely affect our revenues from surcharge fees. A continued
increased in the use and acceptance of debit cards could have a material adverse
effect on our business, results of operations and financial condition.

We are dependent on the services of key management and technical personnel.

We are highly dependent upon the services of our senior management and
technical personnel for the management of our business and the operation of our
ATM network. We maintain our own "switch" which links in a compatible manner
ATMs in our network, our processing center and similar processing or transaction
authorization centers operated by card issuers and card organizations. The
continued maintenance and operation of the processing center and switch requires
the services of key technical personnel. There is intense competition for the
type of qualified personnel that we require, and there can be no assurance that
we will be able to continue to attract and retain the personnel necessary for
the continued development and operation of our network. The loss of, or the
failure to recruit, such technical and managerial personnel on reasonable terms
could have a material adverse effect on our business, results of operations and
financial condition.

There is currently no active trading market for our common stock.

Currently, the common stock is not traded on any national exchange.
However, the common stock is eligible to be traded in the over-the-counter
market, both on the OTC Bulletin Board and in the "pink sheets". We are not
aware of any public trades in the common stock, although some trading may have
occurred. As a result, you may find it difficult to dispose of, or to obtain
accurate quotations as to the price of, the common stock. You may have to bear
the financial risks of the investment in shares of common stock for an
indefinite period of time. See "MARKET FOR COMMON STOCK AND DIVIDEND POLICY."

The subscription price is not based upon a market or independent valuation of
the common stock.

As described above, there has been no public market for the common stock.
The board of directors did not obtain an independent valuation of the common
stock in determining the subscription price. See "DETERMINATION OF SUBSCRIPTION
PRICE."

-8-

The board of directors has broad discretion in using the proceeds of the rights
offering.

All of the net proceeds from the rights offering will be available for
working capital and general corporate purposes. Accordingly, the board of
directors and management will have broad discretion as to the use of such
proceeds. See "USE OF PROCEEDS."

We do not expect to pay dividends in the foreseeable future.

We do not anticipate that we will pay dividends in the foreseeable future.
We intend to retain future earnings, if any, to provide funds for the growth and
development of our business. See "MARKET FOR COMMON STOCK AND DIVIDEND POLICY."

Our directors and executive officers own a substantial percentage of our common
stock.

Our directors and executive officers beneficially own a total of 690,036
shares, or 35.5%, of the outstanding common stock. The directors and executive
officers have advised us that they currently intend to acquire in the aggregate
up to approximately sixty percent (60%) of the shares of common stock offered in
the rights offering, to the extent such shares are available. If all of the
directors and executive officers are able to acquire and do acquire all of the
shares of common stock that they intend to acquire in the rights offering, and
no other shares are acquired by other shareholders in the rights offering, the
percentage ownership of the common stock by the directors and executive officers
would increase from 35.5% to 59.7%. See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."

To the extent that the voting power of the directors and executive officers
increases as a result of the rights offering, it will be more difficult for the
remaining shareholders to replace or remove the directors and executive
officers. Any increase in the voting power of the directors and executive
officers may also discourage or prevent unsolicited takeover attempts. The
rights offering may also have the effect of making a business combination
approved by the directors and executive officers easier to accomplish. The board
of directors is not aware of any attempt, or contemplated attempt, to acquire
control of us, and the rights offering would not be conducted to deter or
prevent takeovers.

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

This prospectus may include forward-looking statements. Forward-looking
statements can often be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "could," "intends,"
"plans," "estimates" or "anticipates," variations thereof or similar
expressions. Examples of forward-looking statements include, but are not limited
to:

o projections of revenues, income or loss, earnings or loss per share,
capital expenditures, the payment or non-payment of dividends, capital
structure and other financial items,

-9-

statements of plans and objectives of our management or board of directors,
including plans or objectives relating to our products or services,

o statements of future economic performance, and

o statements of assumptions underlying these statements.

Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. Our future results
of operations, financial condition and business operations may differ materially
from those expressed in these forward-looking statements. Investors are
cautioned not to put undue reliance on any forward-looking statement.

Among the factors that could cause actual results to differ materially from
those discussed in the forward-looking statements are the following:

o Our ability to form new strategic relationships and maintain existing
relationships with issuers of credit cards and national and regional card
organizations;

o Our ability to keep our ATMs at existing locations at reasonable rental
rates and to place additional ATMs in preferred locations at reasonable
rental rates;

o Our ability to maintain our ATMs and information systems technology
without significant system failures or breakdowns;

o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation, for which we do not maintain insurance;

o Changes in general economic conditions.

We have described under "Risk Factors" additional factors that could cause
actual results to be materially different from those described in the
forward-looking statements. Other factors that we have not identified in this
document could also have this effect.

All forward-looking statements made in this Prospectus are made as of the
date of this Prospectus. We may not publicly update or correct any of these
forward-looking statements in the future.

USE OF PROCEEDS

Assuming full exercise of the rights, we anticipate that the cash proceeds
from the sale of the shares of common stock offered in the rights offering,
before payment of fees and expenses, will be approximately $800,000. This
offering is not conditioned upon any minimum level of exercise of the rights,
and there can be no assurance that we will raise any proceeds from the offering.
However, our directors and executive officers, have advised us that they
currently intend to acquire in the aggregate up to approximately sixty percent
(60%) of the shares of common stock offered in the rights offering, to the
extent such shares are available. All of the directors and executive officers
reserve the right to subscribe for more or less than such number of shares of
common stock.

-10-

We expect that such proceeds will be used primarily to provide needed
working capital for general corporate purposes. These general corporate purposes
include funding the continued operation and expansion of our ATM network and
improving our ability to access credit for future working capital needs. We
anticipate using the proceeds of the rights offering as follows:

General Corporate Purposes $ 771,858
Offering Expenses (1) $ 34,065

Total $ 805,923

(1) Includes registration, legal and accounting fees, printing expenses and
other miscellaneous fees and expenses.

MARKET FOR COMMON STOCK
AND DIVIDEND POLICY

Currently, the common stock is not traded on any national exchange. The
common stock is eligible to be traded in the over-the-counter market, both on
the OTC Bulletin Board and in the "pink sheets". We are not aware of any public
trades in the common stock, although some trading may have occurred.

On April 30, 2000, there were 1,401 record holders of our common stock.

We have not declared or paid any dividends for many years. We do not
anticipate that we will pay dividends in the foreseeable future. We intend to
retain future earnings, if any, to provide funds for the growth and development
of our business. Any payment of cash dividends on the common stock in the future
will be at the sole discretion of the board of directors and will depend upon
our earnings, capital expenditure requirements, financial condition and such
other factors as the board of directors deems relevant.

DETERMINATION OF SUBSCRIPTION PRICE

The common stock is not listed or traded on any national exchange. However,
the common stock is eligible for trading in the over-the-counter market. We are
not aware of any public trades in the common stock, although some trading may
have occurred. In determining the subscription price for shares in the rights
offering, the board of directors considered a number of factors, including the
intended use of proceeds of the offering, alternative financing sources
available, our book value, assets, earnings and prospects. The board of
directors did not obtain an independent valuation in determining the
subscription price. The subscription price does not indicate that the common
stock has a value of that amount or could be resold at that price. The board of
directors' determination does not constitute a recommendation to shareholders as
to the advisability of exercising rights in this offering.

-11-

THE RIGHTS OFFERING

The Rights

We are distributing rights at no cost to the holders of record of
outstanding shares of our common stock as of the record date, which is August 4,
2000. The number of rights issued to you is based upon the number of shares of
common stock held of record by you on the record date, taking into account the
1-for-20 reverse stock split of the outstanding common stock, which became
effective on July 7, 2000.

Expiration Date

The rights will expire at 5:00 p.m., Central Daylight time, on the
expiration date, which is September 11, 2000, unless otherwise extended by us
for not more than 30 days. After such time, unexercised rights will be null and
void. We will not be obligated to honor any purported exercise of rights
received by us after 5:00 p.m., Central Daylight time, on the expiration date,
regardless of when the documents relating to such exercise were sent. We will
provide notice of any extension of the expiration date through a press release.

Subscription Privileges

Basic Subscription Privilege. Each right includes a basic subscription
privilege, which entitles you to receive, upon payment of the subscription
price, one share of common stock. If you acquire shares in the rights offering
pursuant to your basic subscription privilege, certificates representing the
shares will be delivered to you as soon as practicable after the expiration
date.

Over-subscription Privilege. If you exercise all of your rights to purchase
common stock pursuant to your basic subscription privilege, you will also have
an over-subscription privilege to subscribe for additional shares of common
stock, if any, that are not purchased by other holders of rights under their
basic subscription privileges. If there are not enough shares available to
satisfy fully all subscriptions pursuant to the over-subscription privilege, we
will prorate the available shares of common stock among holders who exercise the
over-subscription privilege according to the number of shares purchased by each
such holder under the basic subscription privilege. In the case of rights
exercised by a nominee for a beneficial owner, the proration will be based upon
the number of shares acquired under the basic subscription privilege by the
nominee on behalf of the beneficial owner. If you acquire shares in the rights
offering pursuant to your over-subscription privilege, certificates representing
such shares will be delivered to you as soon as practicable after the expiration
date and after all pro-rations and adjustments contemplated by the terms of this
offering have been made. If you are allocated less than all of the shares of
common stock that you have subscribed to purchase, the excess funds paid by you
shall be returned by mail without interest or deduction with the certificates
for shares purchased by you.

Banks, brokers and other nominee holders of rights who exercise the basic
subscription privilege or the over-subscription privilege on behalf of
beneficial owners of rights will be required to certify to us as to (1) the
number of rights beneficially owned by each beneficial owner of rights on whose
behalf such nominee holder is acting and (2) the number of shares being
subscribed for by each such beneficial owner under the basic subscription
privilege and the over-subscription privilege.

-12-

Exercise of Rights

You may exercise the rights by:

(1) completing and signing the subscription form and substitute Form
W-9 contained in the rights certificate, and

(2) delivering to us the rights certificate, together with payment in
full of the subscription price, at or prior to 5:00 p.m., Central
Daylight time, on the expiration date.

The instructions accompanying the rights certificates should be read
carefully and followed in detail.

All payments must be by check or bank draft drawn upon a U.S. bank or
postal or express money order payable to Universal Money Centers, Inc.. We will
treat payments as received by us only upon (1) clearance of any uncertified
personal check or (2) receipt by us of any certified check or bank draft upon a
U.S. bank or of any postal or express money order.

The address to which the rights certificates and payment of the
subscription price should be delivered is:

By Mail, Hand or Overnight Courier:

Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
Attention: Christopher D. Greek

The method of delivery of rights certificates and payment of the
subscription price to us will be at your election and risk. If you send the
certificates and payment by mail, we recommend that you use registered mail,
properly insured, with return receipt requested. If you pay by uncertified
personal check, you shall allow sufficient time to ensure delivery to us and
clearance of payment made by uncertified personal check prior to 5:00 p.m.,
Central Daylight Time, on the expiration date. Because uncertified personal
checks may take at least five business days to clear, you are strongly urged to
pay, or arrange for payment, by means of certified or cashier's check or money
order.

Holders who hold shares of common stock for the account of others, such as
brokers, trustees or depositories for securities, should provide a copy of this
Prospectus to the respective beneficial owners of such shares as soon as
possible, ascertain such beneficial owners' intentions and obtain instructions
with respect to the rights. If the beneficial owner so instructs, the record
holder of such rights should complete the rights certificate and submit it to us
with the proper payment. A nominee may request any rights certificate held by it
to be split into such smaller denominations as it wishes, provided that the
rights certificate is received by us, properly endorsed, no later than the
expiration date.

We will determine all questions concerning the timeliness, validity, form
and eligibility of any exercise of rights, and our determinations will be final
and binding. We reserve the right in our sole discretion to waive any defect or
irregularity, or to permit a defect or irregularity to be

-13-

corrected within such time as we may determine, or reject the purported exercise
of any rights. We will not consider subscriptions to have been received or
accepted until all irregularities have been waived or cured within such time as
we determine in our sole discretion. We reserve the right to reject any
subscription that is not properly submitted or if the acceptance of such
subscription would, in the opinion of our counsel, be unlawful. We are under no
duty to give notification of any defect or irregularity in connection with the
submission of rights certificates and shall incur no liability for failure to
give such notification.

You should direct any questions or requests for assistance concerning the
method of exercising rights or requests for additional copies of this prospectus
and related materials to us at 6800 Squibb Road, Mission, Kansas 66202,
telephone number (913) 831-2055, Attention: Christopher D. Greek.

No Revocation

Once you have exercised the basic subscription privilege and/or the
over-subscription privilege, you may not revoke the exercise.

No Transfer of Rights

All rights received by you in the rights offering are non-transferable.

Restrictions in Certain States

We will not issue any rights or offer, sell, or issue any of the rights or
shares of common stock in states or other jurisdictions where it is unlawful to
do so or whose laws, rules, regulations, or orders would require us to incur
costs, obligations or time delays disproportionate, in our sole discretion, to
the net proceeds to be realized by us from such offers, sales, or issuances. We
will not offer rights to holders of common stock residing in the state of
California.

The aggregate amount of the securities offered within the State of Arizona
shall not exceed $500,000. Accordingly, when, as and if $500,000 in shares of
common stock are sold to residents of the State of Arizona, no additional shares
shall be offered or sold to residents of the State of Arizona in the offering.

In order to come within the applicable exemption from the requirement to
register the securities offered hereby in the State of Oregon, shares of common
stock may be sold to no more than 10 residents of the State of Oregon.

Federal Income Tax Consequences

The following summary sets forth the material United States federal income
tax consequences of the receipt, ownership, exercise and disposition of the
rights to United States holders of common stock under present law. This summary
is based on the Internal Revenue Code of 1986, as amended, administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations as of the date of this prospectus. This summary does not discuss all
aspects of United States federal income taxation that may be relevant to a
particular investor or to certain

-14-

types of investors subject to special treatment under the United States federal
income tax laws. This summary does not discuss any aspect of state, local or
foreign income or other tax laws.

The following summary is included for general information only. You are
urged to consult with your own tax advisor with respect to the tax consequences
of the rights offering on your own particular tax situation, including the
application and effect of state, local, foreign and other tax laws.

Issuance of Rights. Holders of common stock will not recognize taxable
income in connection with the receipt of the rights.

Basis and Holding Period of Rights. Except as provided in the following
sentence, the basis of the rights received by a shareholder will be zero. If
either (1) the fair market value of the rights on the date of the issuance of
the rights is 15% or more of the fair market value of the common stock with
respect to which they are received or (2) the shareholder elects, in his or her
federal income tax return for the taxable year in which the rights are received,
to allocate part of the basis of such previously held common stock to the
rights, then upon exercise of the rights, the shareholder's basis in such
previously held common stock will be allocated between such common stock and the
rights in proportion to the fair market values of each on the date of issuance
of the rights. The holding period of a shareholder with respect to the rights
will include the shareholder's holding period for such common stock with respect
to which the rights were issued.

Lapse of Rights. Shareholders who allow the rights received by them to
lapse will not recognize any gain or loss, and no adjustment will be made to the
basis of the common stock, if any, owned by such holders of the rights.

Exercise of the Rights; Basis and Holding Period of Common Stock. Holders
of rights will not recognize any gain or loss upon the exercise of such rights.
The basis of the common stock acquired through exercise of the rights will be
equal to the sum of the subscription price paid and the rights holder's basis in
such rights, if any as described above. The holding period for the common stock
acquired through exercise of the rights will begin on the date the rights are
exercised.

SHARES ELIGIBLE FOR FUTURE SALE

As of August 4, 2000, after the 1-for-20 reverse stock split of the
outstanding common stock, there were 2,014,809 shares of common stock
outstanding and no options or warrants to purchase common stock or securities
convertible into common stock outstanding. We will issue an additional 2,014,809
shares in the rights offering, assuming exercise of all of the rights. Following
the completion of the rights offering, all of the outstanding shares, including
the shares sold in the rights offering, may be traded without restriction or
further registration under the Securities Act of 1933, as amended, except any
shares held by "affiliates" of ours, as that term is defined in Rule 144 under
the Securities Act of 1933, as amended. Shares held by affiliates may generally
only be sold in compliance with the limitations of Rule 144 described below.
Other than shares to be offered in the rights offering, we are not currently
proposing to publicly offer any shares of common stock.

In general, under Rule 144 as currently in effect, an affiliate is entitled
to sell, within any three-month period, a number of shares that does not exceed
one percent of the then outstanding

-15-

shares of common stock (approximately 40,000 shares immediately after the rights
offering, assuming all rights are exercised). Sales under Rule 144 are also
subject to certain limitations on manner of sale, notice requirements, and
availability of current public information about the issuer.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our revenues are principally derived from two types of fees, which we
charge for processing transactions on our ATM network. We receive an interchange
fee from the issuer of the credit or debit card for processing a transaction
when a cardholder uses an ATM in our network. In addition, in most cases we
receive a surcharge fee from the cardholder when the cardholder makes a cash
withdrawal from an ATM in our network.

Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in our
network. The maximum amount of the interchange fees is established by the
national and regional card organizations and credit card issuers with whom we
have a relationship. We (or our affiliate, Universal Funding Corporation)
receive the full interchange fee for transactions on ATMs that we own, but
sometimes we rebate a portion of the fee to the owner of the ATM location under
the applicable lease for the ATM site. We also receive the full interchange fee
for transactions on ATMs owned by banks or third party vendors included within
our network, but we rebate a portion of each fee to the bank or third party
vendor based upon negotiations between us. The interchange fees received by us
vary from network to network and to some extent from issuer to issuer, but
generally range from $0.35 to $0.75 per cash withdrawal. Interchange fees for
balance inquiries, account transfers and denied transactions are generally
substantially less than fees for cash withdrawals. The interchange fees received
by us from the card issuer are independent of the service fees charged by the
card issuer to the cardholder in connection with ATM transactions. Service fees
charged by card issuers to cardholders in connection with transactions through
our network range from zero to as much as $2.50 per transaction. We do not
receive any portion of these service fees.

In most markets we impose a surcharge fee for cash withdrawals. We expanded
our practice of imposing surcharge fees in April 1996 when national debt and
credit card organizations changed rules applicable to their members to permit
these fees. Surcharge fees have become a substantial additional source of
revenue for us and other ATM network operators. The surcharge fee for ATMs in
our network owned by or located in banks ranges between $0.50 and $1.50 per
withdrawal. The surcharge fee for other ATMs in our network ranges between $0.50
and $2.50 per withdrawal. We receive the full surcharge fee for cash withdrawal
transactions on ATMs that we own, but sometimes we rebate a portion of the fee
to the owner of the ATM location under the applicable lease for the ATM site. We
also receive the full surcharge fee for cash withdrawal transactions on ATMs
owned by banks and third party vendors included within our network, but we
rebate a portion of each fee to the bank or third party vendor based upon a
variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.

-16-

In addition to revenues derived from interchange and surcharge fees, we
also derive revenues from providing network management services to banks and
third parties owning ATMs included in our ATM network. These services include 24
hour transaction processing, monitoring and notification of ATM status and cash
condition, notification of ATM service interruptions, in some cases, dispatch of
field service personnel for necessary service calls and cash settlement and
reporting services. The fees for these services are paid by the owners of the
ATMs.

Interchange fees are credited to us by networks and credit card issuers on
a daily or monthly basis, depending upon the party. Surcharge fees are charged
to the cardholder and credited to us by networks and credit card issuers on a
daily basis. We periodically rebate the portion of these fees owed to ATM owners
and owners of ATM locations. Fees for network management services are generally
paid to us on a monthly basis.

Comparison of Results of Operations for the Three Months Ended April 30, 2000
and April 30, 1999.

Revenues. Our total revenues increased to $1,928,358 for the three months
ended April 30, 2000 ("first quarter 2001") from $1,391,120 for the three months
ended April 30, 1999 ("first quarter 2000"). This increase is primarily
attributable to an increase in the number of ATMs in our network on which we
imposed surcharge fees for cash withdrawals. The number of such ATMs increased
to 523 in first quarter 2001 from 400 in first quarter 2000. Surcharge fees
increased to $1,281,074 or 66.4% of total revenues in first quarter 2001 from
$976,624 or 70.2% of total revenues in first quarter 2000. The increase in total
revenues is also partially due to an increase in the number of ATMs in our
network from 418 in first quarter 2000 to 527 in first quarter 2001. The
increase in the number of ATMs resulted in an increase in the number of
transactions processed on ATMs in our network. Revenues derived from interchange
fees increased to $469,356 in first quarter 2001 from $229,890 in first quarter
2000. Revenues received (expenses incurred from) Universal Funding Corporation
under a Management Agreement between Universal Funding and us decreased to
$(13,254) in first quarter 2001 from $71,330 in first quarter 2000. See
"--Revenues from/Payments to Universal Funding" below. Our revenues from network
services provided to banks and third parties increased to $191,182 in first
quarter 2001 from $113,276 in first quarter 2000.

Revenues from/Payments to Universal Funding. We have a relationship with
our affiliate, Universal Funding Corporation, under which Universal Funding
provides vault cash for certain ATMs owned by us. At the request of Universal
Funding, we lease all of these ATMs to Universal Funding so that Universal
Funding may protect its vault cash in the ATMs. At April 30, 2000 and 1999,
Universal Funding had vault cash located in approximately 247 and 302 ATMs,
respectively, owned by us.

We derive management fees from Universal Funding pursuant to a Management
Agreement between Universal Funding and us. Under the Management Agreement,
Universal Funding receives all interchange fees for transactions processed on
ATMs owned by us for which Universal Funding provides vault cash. In exchange
for "driving" the ATMs leased to Universal Funding and providing accounting,
maintenance and communication services, we receive a management fee equal to
Universal Funding's "net income." Universal Funding's "net

-17-

income" is defined in the Management Agreement as revenues from interchange
fees, less armored security charges, interest expense on funds borrowed to
provide vault cash, ATM location expenses, debt service related to the purchase
of the ATMs, taxes or insurance on ATMs, and a monthly payment to each of
Universal Funding's shareholders representing a return on their equity
investment in Universal Funding. If Universal Funding's "net income" is less
than zero (a "net loss"), we reimburse Universal Funding for such amount.

The loss suffered by us from Universal Funding under the Management
Agreement was $13,254 in first quarter 2001, equal to Universal Funding's "net
loss" under the Management Agreement for the same period. Universal Funding's
"net loss" of $13,254 consisted of $259,418 in revenues from interchange fees
earned by Universal Funding, less Universal Funding's expenses in the amount of
$266,534 and Universal Funding's return on equity payment to shareholders of
Universal Funding in the amount of $6,138. The revenues received by us from
Universal Funding under the Management Agreement were $71,330 in first quarter
2000, equal to Universal Funding's "net income" under the Management Agreement
for the same period. Universal Funding's "net income" of $71,330 consisted of
$332,776 in revenues from interchange fees earned by Universal Funding, less
Universal Funding's expenses in the amount of $255,376 and Universal Funding's
return on equity payment to shareholders of Universal Funding in the amount of
$6,070.

The revenues earned by Universal Funding from interchange fees declined in
first quarter 2001 from first quarter 2000, as a result of the reduction in the
number of ATMs for which Universal Funding provided vault cash. The increase in
Universal Funding's expenses in first quarter 2001 from first quarter 2000 was
caused principally by higher armored security charges.

Cost of Revenues. Our cost of revenues increased to $1,526,965 in first
quarter 2001 from $1,004,405 in first quarter 2000. The principal components of
cost of revenues are salaries, telecommunication services and transaction
processing charges, interchange and surcharge rebates, ATM site rentals,
maintenance and repairs, depreciation and amortization, and vault cash rental
costs. The increase in cost of revenues is principally due to an increase in
interchange and surcharge rebates paid to third party owners of ATMs included in
our ATM network and to ATM site owners and higher vault cash rental costs from
third parties. Rebates increased to $610,503 in first quarter 2001 from $498,637
in first quarter 2000. Rebates generally increase approximately in proportion to
increases in total revenues from interchange and surcharge fees. The increase in
cost of revenues is also attributable to increased depreciation associated with
the larger number of ATMs owned by us and increased telecommunications expenses
and vault cash fees associated with the larger number of ATMs in its network.

The increase in cost of revenues is also attributable to costs incurred in
first quarter 2001 in connection with the management and removal of certain ATMs
in Kmart stores. On October 31, 1999, we entered into a placement arrangement
with Kmart Corporation under which we agreed to place ATMs in 147 Kmart stores
in Michigan, Minnesota, Illinois and Wisconsin. We leased 58 of the ATMs to be
placed in the Kmart stores in Illinois. We also entered into an arrangement with
Advanced Financial Systems, L.L.C. of Detroit, Michigan, under which Advanced
Financial agreed to place 63 ATMs owned by it in 63 Kmart stores located in
Michigan and Minnesota and we agreed to provide ATM network management services
for these ATMs. Advanced Financial has not paid a substantial portion of the
management fees owed

-18-

under this arrangement. We also entered into an arrangement with American
Technology Systems, Inc. under which American Technology agreed to place ATMs
owned by it in the remaining 26 Kmart stores in Wisconsin. Under our arrangement
with Kmart Corporation, we had the right to terminate the placement of ATMs in
individual stores if the ATMs did not meet certain usage levels. In the first
quarter 2001, we terminated placement of 89 ATMs from the Kmart stores in
Michigan, Minnesota and Wisconsin as these ATMs did not meet the necessary
performance guidelines under our agreement with Kmart.

Gross Margin. Gross profit as a percentage of revenues was 20.8% in first
quarter 2001 and 27.8% in first quarter 2000. The decrease in first quarter 2001
was caused by a number of factors, including increased interchange and surcharge
rebates, increased depreciation expense resulting from the purchase of new ATMs,
and increased personnel expense and telecommunications charges resulting from
growth in the ATM network.

Operating Expenses. Our total operating expenses increased to $446,887 in
first quarter 2001 from $357,047 in first quarter 2000. The principal components
of operating expenses are administrative salaries and benefits, professional
fees, occupancy costs, sales and marketing expenses and administrative expenses.
This increase is principally attributable to additional administrative staff,
salary increases, technology consulting expenses and bad debt write-off. See
"--Cost of Revenues."

Other Income (Expense). Through our subsidiary, Electronic Funds Transfer,
Inc. ("EFT), we extend short-term loans to Universal Funding, which uses the
proceeds to provide vault cash for ATMs in our network which are funded by
Universal Funding. These loans generally have a term of one month and bear
interest at 12% per annum. Interest income primarily represents the interest
paid by Universal Funding to us on the outstanding balance of these loans. In
addition, interest income also represents interest paid by vault cash providers
on deposits made by us as required by such vault cash providers. See
"--Liquidity and Capital Resources." Interest income decreased to $10,714 in
first quarter 2001 from $13,244 in first quarter 2000 as a result of lower
average outstanding balances on loans from EFT to Universal Funding.

Interest Expense. Interest expense increased to $38,728 in first quarter
2001 from $22,648 in first quarter 2000. This increase was attributable to
increased capital lease obligations and notes payable related to the acquisition
of additional ATMs.

Net Income or Loss before Taxes. We had a net loss before taxes of $73,508
during the three months ended April 30, 2000 compared to net income before taxes
of $20,264 during the three months ended April 30, 1999 as a result of the
factors discussed above.

Income Taxes. We paid no income taxes for first quarter 2001 as a result of
the loss. We paid no income tax for first quarter 2000, utilizing operating loss
carryforwards to reduce taxable income to zero.

-19-

Comparison of Results of Operations for the Fiscal Years Ended January 31, 2000
and 1999.

Revenues. Our total revenues increased to $6,409,716 for the fiscal year
ended January 31, 2000 ("fiscal 2000") from $5,016,828 for the fiscal year ended
January 31, 1999 ("fiscal 1999"). This increase is primarily attributable to an
increase in the number of ATMs in our network on which we imposed surcharge fees
for cash withdrawals to 571 in fiscal 2000 from 373 in fiscal 1999. Surcharge
fees increased to $4,228,151 or 66% of total revenues in fiscal 2000 from
$3,035,059 or 60.5% of total revenues in fiscal 1999. The increase in revenues
is also partially due to an increase in the number of ATMs in our network to 575
in fiscal 2000 from 396 in fiscal 1999. The increase in the number of ATMs
resulted in an increase in the number of transactions processed on ATMs in our
network. Revenues derived from interchange fees increased to $1,464,141 in
fiscal 2000 from $981,667 in fiscal 1999. Revenues received from Universal
Funding under the Management Agreement between Universal Funding and us
decreased to $32,972 in fiscal 2000 from $541,380 in fiscal 1999. See the
discussion below under "--Revenues from Universal Funding." Our revenues from
network services provided to banks and third parties increased to $684,452 in
fiscal 2000 from $458,722 in fiscal 1999.

Revenues from Universal Funding. We have a relationship with our affiliate,
Universal Funding Corporation, under which Universal Funding provides vault cash
for certain ATMs owned by us. At the request of Universal Funding, we lease all
of these ATMs to Universal Funding so that it may protect its vault cash in the
ATMs. At January 31, 2000 and 1999, Universal Funding had vault cash located in
approximately 249 and 242 ATMs, respectively, owned by us.

We derive management fees from Universal Funding pursuant to a Management
Agreement between Universal Funding and us. For a description of the Management
Agreement, see "- Comparison of Results of Operations for the Three Months Ended
April 30, 2000 and April 30, 1999 - Revenues from/Payments to Universal
Funding."

The revenues received by us from Universal Funding under the Management
Agreement were $32,972 in fiscal 2000, equal to Universal Funding's "net income"
under the Management Agreement for the same period. Universal Funding's "net
income" of $32,972 consisted of $1,140,542 in revenues from interchange fees
earned by Universal Funding, less Universal Funding's expenses in the amount of
$1,082,676 and Universal Funding's return on equity payment to shareholders of
Universal Funding in the amount of $24,894. Pursuant to the Management
Agreement, Universal Funding's expenses for purposes of computing its "net
income" did not include Universal Funding's depreciation, amortization and bad
debt expenses, which were $1,173 for the respective period. The revenues
received by us from Universal Funding under the Management Agreement were
$541,380 in fiscal 1999, equal to Universal Funding's "net income" under the
Management Agreement for the same period. Universal Funding's "net income" of
$541,380 consisted of $1,254,735 in revenues from interchange fees earned by
Universal Funding, less Universal Funding's expenses in the amount of $688,461
and Universal Funding's return on equity payment to shareholders of Universal
Funding in the amount of $24,894. Pursuant to the Management Agreement,
Universal Funding's expenses for purposes of computing its "net income" did not
include Universal Funding's depreciation, amortization and bad debt expenses,
which were $2,345 for the respective period.

-20-

The revenues earned by Universal Funding from interchange fees declined in
fiscal 2000 from fiscal 1999, as a result of fewer interchange transactions on
ATMs for which Universal Funding provided vault cash. The number of transactions
decreased despite the fact that Universal Funding provided vault cash for a
greater number of ATMs in fiscal 2000. The number of transactions decreased
principally because a greater number of our ATMs charged surcharge fees in
fiscal 2000. The imposition of surcharge fees on cash withdrawals from an ATM
generally causes a decrease in use of the ATM for transactions for which
interchange fees are charged. The increase in Universal Funding's expenses from
fiscal 1999 to fiscal 2000 was caused principally by higher outstanding balances
on borrowings by Universal Funding and higher armored security charges.
Universal Funding placed substantially higher amounts of vault cash in ATMs in
fiscal 2000 because of concerns that Year 2000 issues would substantially
increase demand for cash from ATMs and because the amounts placed in the ATMs in
prior years were low due to limited financial resources.

Cost of Revenues. Our total cost of revenues increased to $4,994,709 in
fiscal 2000 from $3,422,417 in fiscal 1999. The principal components of cost of
revenues are salaries, telecommunication services and transaction processing
charges, interchange and surcharge rebates, ATM site rentals, maintenance and
repairs, and depreciation and amortization. This increase is partially due to an
increase in interchange and surcharge rebates paid to banks and third party
owners of ATMs included in our ATM network and to ATM site owners. These rebates
increased to $2,197,500 in fiscal 2000 from $1,774,687 in fiscal 1999. In recent
years, as a result of increased competition, rebates paid to banks and third
party owners of ATMs included in our ATM network and to ATM site owners have
increased at a higher rate than revenues have increased. The increase in cost of
revenues is also attributable to costs incurred in connection with the placement
of ATMs in Kmart stores in fiscal 2000. On October 31, 1999, we entered into a
placement arrangement with Kmart Corporation, under which we agreed to place
ATMs in 147 Kmart stores in Michigan, Minnesota, Illinois and Wisconsin. See
"-Trends" and "OUR BUSINESS - Recent Developments in Our Business." The increase
in cost of revenues is also attributable to increased depreciation associated
with the larger number of ATMs owned by us and increased telecommunications
expenses and vault cash fees associated with the larger number of ATMs in our
network.

Gross Margin. Gross profit as a percentage of revenues was 22.1% in fiscal
2000 and 31.8% in fiscal 1999. The decrease in fiscal 2000 was caused by a
number of factors, including lower revenues from Funding, increased interchange
and surcharge rebates (due to increased competition), increased depreciation
expense resulting from the purchase of new ATMs, costs incurred in connection
with the placement of ATMs in Kmart stores and increased personnel expense and
telecommunications charges and vault cash fees resulting from growth in the ATM
network.

Operating Expenses. Our total operating expenses increased to $1,500,798 in
fiscal 2000 from $1,215,100 in fiscal 1999. The principal components of
operating expenses are professional fees, administrative salaries and benefits,
consulting fees, occupancy costs, sales and marketing expenses and
administrative expenses. This increase is principally attributable to

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increased professional fees incurred in connection with our efforts to resume
filing periodic reports with the Securities and Exchange Commission.

Other Income (Expense). Through our subsidiary, EFT, we extend short-term
loans to Universal Funding, which uses the proceeds as vault cash in the ATMs
owned by us. These loans generally have a term of one month and bear interest at
12% per annum. Interest income primarily represents the interest paid by
Universal Funding to us on the outstanding balance of these loans. Interest
income increased to $73,195 in fiscal 2000 from $34,481 in fiscal 1999 as a
result of higher average outstanding balances.

Interest Expense. Interest expense increased to $106,152 in fiscal 2000
from $101,122 in fiscal 1999. This increase was attributable to increased
capital lease obligations and notes payable related to the acquisition of
additional ATMs.

Net Income or Loss before Taxes. We had a net loss before taxes of $120,723
during the fiscal year ended January 31, 2000 compared to net income before
taxes of $312,670 during the fiscal year ended January 31, 1999 as a result of
the factors discussed above.

Income Taxes. We paid no income taxes in fiscal 2000 as a result of the net
loss. We paid no income taxes in fiscal 1999, utilizing operating loss
carryforwards to reduce taxable income to zero. In addition, we recorded a
deferred tax credit of $60,000 at January 31, 1999, which is primarily a result
of operating loss carryforwards which management believes are more likely than
not to be realized prior to their expiration between 2005 and 2015. Realization
is dependent on generating sufficient future taxable income to absorb the
carryforwards. The amount of the deferred tax credits considered realizable
could be increased or reduced in the near term if estimates of future taxable
income during the carryforward period change. As of January 31, 2000, we had
approximately $112,000 of tax credits available to offset future federal income
taxes. These credits expire between 2001 and 2002. We also have unused operating
loss carryforwards of approximately $1,900,000, which expire between 2005 and
2020.

Liquidity and Capital Resources

At April 30, 2000, we had a working capital deficit of $781,754, compared
to a working capital deficit of $537,192 at January 31, 2000 and $145,914 at
January 31, 1999. The ratio of current assets to current liabilities fell to .38
at April 30, 2000 from .63 at January 31, 2000 and .83 at January 31, 1999. The
increase in the working capital deficit and decrease in the ratio of current
assets to current liabilities was due mainly to the net losses we incurred and
to additional capital lease obligations and accounts payable relating to the
expansion of our ATM network.

We have funded our operations and capital expenditures from cash flow
generated by operations, capital leases and borrowings from lenders. Operating
activities used net cash of $251,928 in first quarter 2001 and provided net cash
of $256,047 in first quarter 2000. Net cash used in operating activities in
first quarter 2001 consisted primarily of a net loss of $73,508, a decrease in
accounts payable of $182,292, an increase in accounts receivable of $55,827 and
an increase in prepaid expenses and other of $132,169, partially offset by an
increase in depreciation and amortization of $191,868. Net cash provided by
investing activities was

-22-

$170,269 in first quarter 2001, compared to net cash used in investing
activities of $374,347 in first quarter 2000. The net cash provided by investing
activities resulted primarily from a decrease in loans to Universal Funding to
provide vault cash. Net cash provided by financing activities was $11,398 in
first quarter 2001, compared to net cash used in financing activities of $78,587
in first quarter 2000. This difference occurred because we borrowed additional
funds under loan agreements and capital leases in first quarter 2001. We had
cash and cash equivalents of $48,730 at April 30, 2000, compared to cash and
cash equivalents of $118,991 at January 31, 2000.

Net cash provided by operating activities was $850,355 and $682,095 in
fiscal 2000 and fiscal 1999, respectively. Net cash provided by operating
activities in fiscal 2000 consisted primarily of depreciation of $568,494 and an
increase in accounts payable and accrued expenses of $450,835, partially offset
by the net loss of $120,723 and an increase in accounts receivable of $41,661.
The cash provided by operating activities in fiscal 2000 and fiscal 1999 allowed
us to purchase plant and equipment (principally ATMs) totaling $410,404 and
$368,816 in fiscal 2000 and fiscal 1999, respectively. In addition, we utilized
cash provided by operating activities in fiscal 2000 to loan $650,300 to our
affiliate, Universal Funding Corporation, to provide vault cash for our ATMs. We
also utilized cash provided by operating activities in fiscal 2000 to make
principal payments on long-term debt and capital lease obligations due in fiscal
2000. We had cash and cash equivalents of $118,991 at January 31, 2000, compared
to cash and cash equivalents of $601,922 at January 31, 1999.

Non-cash items for fiscal 2000 and fiscal 1999 include purchases of ATMs
acquired under capital leases of approximately $750,210 and $517,739,
respectively, during the applicable fiscal year. We anticipate that our capital
expenditures for fiscal 2001 will total approximately $1,000,000, primarily for
the acquisition of ATMs and related ATM installation costs. We lease 190 of our
ATMs under capital lease agreements that expire between 2000 and 2004 and
provide for lease payments at interest rates up to 10.5% per annum. See Note 4
to the Consolidated Financial Statements.

Much of our cash requirements relate to the need for vault cash for ATMs
owned by us. Universal Funding currently provides vault cash for a majority of
these ATMs. At April 30, 2000 and 1999, Universal Funding had vault cash of
approximately $2,600,000 and $2,900,000 located in approximately 247 and 302
ATMs, respectively, owned by us. Universal Funding borrows the money that it
provides as vault cash for our ATMs. The loans generally have a term of 30 days
and typically are rolled over at maturity. Through our subsidiary EFT, we loan
funds to Universal Funding for vault cash to the extent that Universal Funding
cannot obtain financing on reasonable terms from other sources and to the extent
that we have cash available to lend to Universal Funding. The outstanding
balance of the loans from EFT to Universal Funding at April 30, 2000 was
$200,000 and at April 30, 1999 was $212,000. See "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS - Universal Funding Corporation."Certain of the ATMs owned
by us are sponsored by banks. Vault cash for these ATMs is supplied by the
sponsoring bank. Vault cash for ATMs in our ATM network that are owned by banks
and third party vendors is provided by the ATM owner. Currently, we do not
directly provide vault cash to any ATMs in our network.

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In June 1999, we entered into a vault cash arrangement with Tehama Bank
under which we could obtain up to $3,000,000 in vault cash. As of April 30,
2000, we were renting approximately $2,000,000 under the Tehama Bank
arrangement. The Tehama Bank arrangement has a one-year term, may be terminated
by Tehama Bank at any time upon 60 days notice and may be terminated by Tehama
Bank upon breach by us and upon the occurrence of certain other events. In
October 1999, we entered into an arrangement with Charter Bank allowing us to
obtain up to $5,000,000 in vault cash, of which $1,000,000 was outstanding as of
April 30, 2000. The Charter Bank arrangement has a term of three years and may
be terminated by Charter Bank upon breach by us and upon the occurrence of
certain other events. In November 1999, we entered into a vault cash arrangement
with Humboldt Bank under which we could obtain up to $1,000,000 in vault cash.
We had not obtained funds under the arrangement with Humboldt Bank as of April
30, 2000. The Humboldt Bank arrangement has a term of one year and may be
terminated by Humboldt Bank upon breach by us and upon the occurrence of certain
other events. Under each arrangement, we are required to pay a monthly service
fee on the outstanding amount equal to the prime rate of interest, plus a
specified percentage, and must pay monthly "bank" and insurance fees.

Management believes that the anticipated cash flow from operations will
provide the capital resources necessary to meet our current working capital
needs and existing capital expenditure obligations. We expect that our capital
expenditures will increase in the future to the extent that we are able to
pursue our strategy of expanding our network and increasing the number of
installed ATMs. Expansion requires funds for purchase or lease of additional
ATMs and for use as vault cash in the ATMs. These increased expenditures are
expected to be funded from cash flow from operations, proceeds from the rights
offering, if any, capital leases and additional borrowings, to the extent
financing is available. There can be no assurance that we will be able to obtain
financing under a credit facility on terms that are acceptable to us or at all.
If any of our existing financing arrangements are terminated or if we seek
additional funding to expand our ATM network, additional financing may not be
available when needed or may not be available on acceptable terms. In that
event, our ability to maintain and expand our ATM network may be adversely
affected. The loss of one or more sources of vault cash funding could have a
material adverse effect on our business, results of operations and financial
condition.

Impact of Inflation and Changing Prices

While subject to inflation, we were not impacted by inflation during the
past two fiscal years in any material respect.

Trends

The following is a description of certain trends, events and uncertainties
that may affect our future financial results. Due to the potential for change in
factors associated with our business, it is impossible to predict or quantify
future changes in our business, results of operations and financial condition.
See "CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS."

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We have been required to pay higher interchange and surcharge rebates to
certain ATM site owners and owners of ATMs in our network, as a result of
increased competition in the industry. Management believes that rebates may
continue to increase during fiscal 2001 due to competitive pressures. A
continuation of this trend could have a material impact on our results of
operations.

The amount of surcharge fee most commonly charged in the industry for
withdrawal transactions has recently increased from $1.00 per transaction to
$1.50 per transaction in certain markets. We have initiated the higher surcharge
fees in certain, but not all, of our markets.

Future Changes in Accounting Principles

The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). This statement, as amended by SFAS No. 137,
requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement is effective for the Company's fiscal year
ending January 31, 2001. Because the Company generally does not hold derivative
instruments, the adoption of this statement is not expected to have a material
impact on the financial statements.

OUR BUSINESS

Overview

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To promote usage of ATMs in our network, we have relationships with
national and regional card organizations (also referred to as networks) which
enable the holder of a card issued by one member of the organization to use an
ATM operated by another member of the organization to process a transaction. We
have relationships with Cirrus and Plus, the two principal national card
organizations, and Star, the dominant card organization in its markets, all of
whose members are banks and ATM network operators and other companies sponsored
by member banks. We also have relationships with major credit card issuers such
as Visa, MasterCard and Discover which enable the holder of a credit card to use
ATMs in our network to process a transaction.

We have also begun to earn revenues for processing debit card transactions
for our bank customers. Consumers use debit cards to make purchases from
merchants, with the amount of the purchase automatically deducted from their
checking accounts. We earn a small surcharge for each debit card transaction
processed by us for our bank customers. We do not earn a fee for transactions
processed for banks that are not our customers.

Recent Developments in Our Business

In April 1996, national debt and credit card organizations changed the
rules applicable to their members, including us, to permit the imposition of
surcharge fees on cash withdrawals from ATMs. Our return to profitability
coincided with, and has been substantially dependent upon, the imposition of
surcharge fees. Any changes in laws or card association rules materially
limiting our ability to impose surcharge fees would have a material adverse
effect on us. See "--Regulatory Matters - Surcharge Regulation." Since April
1996, we have expanded the number of ATMs in our network and have expanded our
practice of imposing surcharge fees on cash withdrawals on ATMs.

On October 31, 1999, we entered into a placement arrangement with Kmart
Corporation, under which we agreed to place ATMs in 147 Kmart stores in
Michigan, Minnesota, Illinois and Wisconsin. We leased 58 of the ATMs to be
placed in the Kmart stores. We entered into an arrangement with Advanced
Financial Systems, L.L.C., Detroit, Michigan, under which Advanced Financial
agreed to place ATMs owned by it in 63 Kmart stores. As part of our arrangement
with Advanced Financial, we agreed to provide ATM network management services
for the 63 ATMs owned by Advanced Financial. We also entered into an arrangement

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with American Technology Systems, Inc., under which American Technology agreed
to place ATMs owned by it in the remaining 26 Kmart stores. Under our
arrangement with Kmart Corporation, we had the right to terminate the placement
of ATMs in individual stores if the ATMs did not meet certain usage levels. On
February 1, 2000, we gave notice to Kmart Corporation that we were terminating
the placement of the 89 ATMs owned by Advanced Financial and American Technology
effective March 2, 2000, because these ATMs did not meet the specified usage
levels.

As a result of improvements in our financial condition, we recommenced
filing periodic reports with the Securities and Exchange Commission on April 29,
1999. We had not filed periodic reports for several years as a result of severe
financial distress that had placed our continued survival in serious doubt.
During that period our senior management had used our limited financial
resources to attempt to keep us operating and to resolve our serious financial
problems. We have continued to file periodic reports with the Securities and
Exchange Commission since April 29, 1999.

Our Network

General. ATM locations in our network are concentrated in the Kansas City
metropolitan area, including Topeka and Lawrence Kansas (approximately 172
ATMs), the St. Louis, Missouri metropolitan area (approximately 50 ATMs), the El
Paso, Texas metropolitan area (approximately 63 ATMs), and other areas in the
state of Kansas (approximately 45 ATMs). We also have 58 ATMs in K-Mart stores
in Illinois. Other ATMs are located in California, Colorado, Florida, Maryland,
New Mexico, North Carolina, Ohio, Oklahoma, and Pennsylvania.

The operation of the network involves the performance of many complementary
tasks and services, including principally:

o acquiring ATMs for us or our customers,
o selecting locations for ATMs and entering into leases for access to those
locations,
o in the case of banks and third party merchants, establishing
relationships with them for processing transactions on their ATMs,
o establishing relationships with national and regional card organizations
and credit card issuers to promote usage of ATMs in the network,
o operating and maintaining the computer system and related software
necessary to process transactions conducted on ATMs,
o processing transactions conducted on ATMs,
o supplying ATMs with cash and monitoring cash levels for resupply, and
o managing the collection of fees generated from the operation of the
network.

ATM Locations. We believe that the profitable operation of an ATM is
largely dependent upon its location. We devote significant effort to the
selection of locations that will generate high cardholder utilization. One of
the principal factors affecting our further penetration of existing markets in
the Midwest is the availability of attractive sites. We attempt to identify
locations in areas with high pedestrian counts where people need access to cash
and where use of the ATM is convenient and secure. Management believes the
identification of locations is

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supported by the desire of retailers of all types to offer their customers
access to cash as an alternative to cashing checks, which avoids the financial
exposure and added overhead of cashing checks. Key target locations for our ATMs
include (i) convenience stores and combination convenience stores and gas
stations, (ii) grocery stores, (iii) major regional and national retailers, (iv)
hotels, (v) shopping malls, (vi) airports, (vii) colleges, (viii) amusement
parks, (ix) sports arenas, (x) theaters, and (xi) bowling alleys.

We enter into leases for our ATM locations. The leases generally provide
for the payment to the lessor of either a portion of the fees generated by use
of the ATM or a fixed monthly rent. Most of our leases have a term of
approximately three years. We generally have the right to terminate a lease if
the ATM does not meet certain performance standards. The ATM site owner
generally has the right to terminate a lease before the end of the lease term if
we breach the lease agreement or become the debtor in a bankruptcy proceeding.

We have relationships with two operators of combination convenience stores
and gas stations for whom approximately 48 and 39 ATMs, respectively, have been
installed at their locations as of April 30, 2000. The aggregate revenues from
these companies accounted for approximately 32% and 22% of our revenues in each
of fiscal years 2000 and 1999. We believe that we have good relationships with
these companies. Nevertheless, if one or both of the relationships was
terminated and we were unable to find new locations for the ATMs, the
termination could have a material adverse effect on us. The leases for the
locations in which the ATMs have been installed expire in 2001. Each of these
leases automatically renews for successive one-year terms, unless terminated by
either party prior to the commencement of a renewal term. In addition, each site
owner has the right to terminate the respective lease before the end of the
lease term under certain circumstances.

We believe that once a cardholder establishes a habitual pattern of using a
particular ATM, the cardholder will generally continue to use that ATM unless
there are significant problems with the location, such as a machine frequently
being out of service. It is our goal to secure key real estate locations before
our competitors can do so, and become the habitual ATM location of card users in
our markets.

Typical ATM Transaction. In a typical ATM transaction processed by us, a
debit or credit cardholder inserts a credit or debit card into an ATM to
withdraw funds or obtain a balance inquiry. The transaction is routed from the
ATM to our processing center by dedicated, dial-up and wireless communication
links. Our processing center computers identify the card issuer by the bank
identification number contained within the card's magnetic strip. The
transaction is then switched to the local issuing bank or card organization (or
its designated processor) for authorization. Once the authorization is received,
the authorization message is routed back to the ATM and the transaction is
completed.

Some card issuers do not maintain on-line balance information for their
cardholders, but instead send us authorization limits on a daily basis. We store
the cardholder authorization limits on our processing center computers and
authorize transactions on behalf of the card issuer relying on this information.
We transmit records of all transactions processed in this manner to the card
issuers who then update their cardholder account records.

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Authorization of ATM transactions processed on ATMs in our network is the
responsibility of the card issuer. We are not liable for dispensing cash in
error if we receive a proper authorization message from a card issuer.

Transaction Fees. Our revenues are principally derived from two types of
fees. We receive an interchange fee for processing a transaction when a
cardholder uses an ATM in our network. In addition, in most cases we receive a
surcharge fee when a cardholder makes a cash withdrawal from an ATM in our
network. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Overview."

ATM Network Management Services. We offer ATM network management services
to banks and other third party owners of ATMs included in our ATM network. These
services include 24 hour transaction processing, monitoring and notification of
ATM status and cash condition, notification of ATM service interruptions, in
some cases, dispatch of field service personnel for necessary service calls and
cash settlement and reporting services. Banks may choose whether to limit
transactions on their ATMs to cards issued by the bank or to permit acceptance
of all cards accepted on our network.

Other Services. Our network has capabilities for services in addition to
cash withdrawal and balance inquiry transactions. These include (i) the ability
to distribute financial and other products and services at a low incremental
cost, (ii) the ability to dispense postage stamps, coupons and prepaid calling
cards, (iii) the ability to provide on screen advertising, and (iv) the
provision of on-line point of sale authorization for purchases made at retail
outlets with credit and debit cards. In addition, a majority of our ATMs are
upgradable for new technologies, including computer chip "smart cards." Smart
cards are electronic debit cards that can be used to withdraw cash from ATMs and
can be "charged up" through the ATM network and then used to purchase goods from
retail locations. We are exploring the viability of these uses and may implement
additional services as markets develop.

Transaction Volumes. We monitor the number of transactions that are made by
cardholders on ATMs in our network. The transaction volumes processed on any
given ATM are affected by a number of factors, including location of the ATM,
the amount of time the ATM has been installed at that location, and market
demographics. Our experience is that the number of transactions on a newly
installed ATM is initially very low and increases for a period of three to six
months after installation as consumers become familiar with the location of the
machine. We processed a total of 10,357,731 transactions on our network in the
fiscal year ended January 31, 2000, of which 3,300,731 were surcharge
transactions. We processed a total of 8,389,752 transactions on our network in
the fiscal year ended January 31, 1999, of which 2,675,198 were surcharge
transactions.

Vault Cash. An inventory of cash ("vault cash") is maintained in each ATM
that is replenished periodically based upon cash withdrawals. Our affiliate,
Universal Funding, and commercial vault cash providers currently supply vault
cash for most of the ATMs owned by us. Certain of our ATMs are sponsored by
banks. Vault cash for these ATMs is supplied by the sponsoring bank. We do not
supply vault cash for the ATMs in our ATM network that are

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owned by banks and third party vendors. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and
Capital Resources."

ATM Network Technology

ATMs. Most of the ATMs in our network are manufactured by Fujitsu,
IBM/Diebold, NCR, or Triton. The wide range of advanced technology available for
new ATMs provides our customers with state-of-the-art electronics features and
reliability through sophisticated diagnostics and self-testing routines. The
different machine types can perform basic functions, such as dispensing cash and
displaying account information, as well as providing revenue opportunities for
advertising and selling products through the use of color monitor graphics,
receipt message printing and stamp and coupon dispensing. Many of our ATMs are
modular and upgradable so we may adapt them to provide additional services in
response to changing technology and consumer demand.

Our field services staff tests each ATM prior to placing it into the
network. All ATM models considered for use in our network are first tested by
the manufacturer and by independent testing laboratories. We monitor field
testing as well as live actual results in the market place. Then, if there
appears to be practical added value to us, we will start our own internal
testing and certification process. Upon successful completion of this process,
we will place the new equipment into a limited number of sites for actual
consumer use.

Processing Center. We operate a central processing center located in our
headquarters in Mission, Kansas. The processing center is connected to each ATM
in our network through dedicated, dial-up and wireless communications circuits.
The processing center is staffed 24 hours a day, seven days a week by an
experienced staff of information system specialists. The efficient operation of
our processing center is critical to the successful operation of our ATM
network.

At the processing center, we maintain a "switch" which links in a
compatible manner ATMs in our network, the processing center and similar
processing or transaction authorization centers operated by card issuers and
card organizations. The switch makes possible the electronic exchange of
information necessary to conduct transactions at ATMs in our network. The switch
consists of a Tandem computer system, telecommunications equipment, and
proprietary software developed for the operation of our network.

We lease the Tandem computer system currently used by us. Management
believes the computer system has sufficient capacity to meet any growth in
transaction volume achieved over the next three years and to permit the
development of new services being considered by us.

Although the switch translates between computers and makes routing
decisions, it does not execute the transactions. Transactions originated at ATMs
in our network are routed by the switch operated in our processing center to the
card organization and card issuer that processes the account records for the
particular cardholder's financial institution. In turn, the switch relays reply
information and messages from the computer center to the originating terminal.
The processing

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center also authorizes transactions executed on our network on behalf of card
issuers that do not maintain on-line balance information for their cardholders.

To protect against power fluctuations or short-term interruptions, the
processing center has full uninterruptable power supply systems with battery
back-up. The processing center's data back-up systems would prevent the loss of
transaction records due to power failure and permit the orderly shutdown of the
switch in an emergency. To provide continued operation in the event of a
catastrophic failure, we have an agreement with Sungard Recovery Systems, Inc.

Competition

Competitive factors in our business are network availability and response
time, price to both the card issuer and to our customers, ATM location and
access to other networks. The market for the transaction processing and payment
services industry and specifically ATM services is highly competitive. Our
principal competitors are national ATM companies that have a dominant share of
the market. These companies have greater sales, financial, production,
distribution and marketing resources than us.

We have identified the following additional categories of ATM network
operators:

Financial Institutions. Banks have been traditional deployers of ATMs
at their banking facilities. However, many banks are starting to place ATMs
in retail environments where the bank has an existing relationship with the
retailer. This may limit the availability of locations for our ATMs.

Credit Card Processors. Several of the credit card processors have
diversified their business by taking advantage of existing relationships
with merchants to place ATMs at sites with those merchants.

Third Party Operators. This category includes data processing
companies that have historically provided ATM services to financial
institutions, but also includes small and regional network operators such
as us.

Management believes that many of the above providers deploy ATMs to
diversify their operations and that the operation of the ATM network provides a
secondary income source to a primary business.

Since April 1996, when national debt and credit card organizations changed
rules applicable to their members to permit the imposition of surcharge fees, we
have experienced increased competition, both from existing ATM network operators
and from new companies entering the industry. There can be no assurance that we
will continue to be able to compete successfully with national ATM companies. A
continued increase in competition could adversely affect our margins and may
have a material adverse effect on our financial condition and results of
operations.

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Employees

At March 31, 2000, we had 28 full time employees. None of our employees is
represented by a labor union or covered by a collective bargaining agreement. We
have not experienced work stoppages and consider our employee relations to be
good. Our business is highly automated and we outsource specialized, repetitive
functions such as cash delivery and security. As a result, our labor
requirements for operation of the network are relatively modest and are centered
on monitoring activities to ensure service quality and cash reconciliation and
control.

Regulatory Matters

Federal Banking Regulation. Because we provide transaction processing
services to banks, our procedures and operations are indirectly subject to
federal regulation by, and are monitored by, the Federal Deposit Insurance
Corporation ("FDIC"), the Office of the Comptroller of the Currency
("Comptroller") and the Federal Reserve Bank ("Fed"). The FDIC, the Comptroller
and the Fed have adopted regulations addressing many aspects of our operations,
including management, data security, computer systems and programming controls,
and electronic funds transfer procedures. The FDIC, the Comptroller and the Fed
conduct periodic examinations to ensure our compliance with these regulatory
requirements. We believe that we are in material compliance with these
regulations, and that we are taking appropriate action to respond to
recommendations made by regulatory authorities as a result of their
examinations. However, there can be no assurance that we will be able to respond
in a satisfactory manner to all matters raised from time to time by the FDIC,
the Comptroller and the Fed.

Surcharge Regulation. The imposition of surcharges is not currently subject
to federal regulation, but has been banned by several states in which we
currently have no operations. Legislation to ban surcharges has been introduced
but not enacted in many other states as a result of activities of consumer
advocacy groups that believe that surcharges are unfair to consumers. Voters in
San Francisco and Santa Monica, California voted in 1999 to bar banks from
charging fees to non-customers who use their ATMs. Similar restrictions have
been proposed by other cities. The banking industry has resisted these efforts
to impose restrictions. We are not aware of the introduction of such legislation
or the submission to voters of such referendums in any of the states or cities
in which we currently do business. Nevertheless, there can be no assurance that
surcharges will not be banned in the states where we operate, and such a ban
would have a material adverse effect on us. Most of the ATMs in our network are
located in Kansas (156 ATMs), Missouri (148 ATMs) and Texas (63 ATMs).

Network Regulations. National and regional networks have adopted extensive
regulations that are applicable to various aspects of our operations and the
operations of other ATM network operators. We believe that we are in material
compliance with these regulations and, if any deficiencies were discovered, that
we would be able to correct them before they had a material adverse impact on
our business.

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Legal Claim

On June 5, 2000, Dave Windhorst, our former President, brought an action
against us and our individual directors in the United States District Court for
the District of Kansas. Mr. Windhorst resigned in May 1999. Mr. Windhorst
alleges that the defendants promised that Mr. Windhorst would receive 2,000,000
shares of our common stock as part of his wages and compensation as an employee.
Mr. Windhorst seeks judgment against the defendants for an amount equal to the
highest value of 2,000,000 shares of our common stock from June 11, 1999 up to
and including the day of trial, plus prejudgment interest, penalties, costs and
other awards deemed reasonable in the circumstances. The penalties sought
include an amount equal to up to 100% of the compensation alleged to be unpaid
pursuant to a Kansas statute, K.S.A. 44-315. Mr. Windhorst's claim is based upon
resolutions adopted by the board of directors in 1998 approving the issuance of
certain shares, subject to the conditions that the issuance receive professional
legal approval and that the number of authorized shares of common stock be
increased. The proposed issuance did not receive professional legal approval.
The number of authorized shares of common stock have not been increased,
although additional shares became available for issuance as a result of the
reduction in the number of outstanding shares in the 1-for-20 reverse stock
split that recently became effective. On June 19, 2000, our Board of Directors
approved the issuance to Mr. Windhorst of 50,000 post- reverse stock split
shares of our common stock (the equivalent of 1,000,000 shares prior to the
reverse stock split), subject to completion of the reverse stock split and
compliance with tax withholding and securities law requirements, for no
additional consideration. We believe that we have meritorious defenses to the
claims in Mr. Windhorst's lawsuit.

Real Property

Our principal executive offices and our central transaction processing
center are located in 12,851 square feet of leased space located at 6800 Squibb
Road, Shawnee Mission, Kansas. The telephone number for our principal executive
offices is 913-831-2055. We lease the facility at rates we believe were
consistent with market rates at the time the facility was leased under a lease
that expires in 2004. We believe that the facility is adequate for our needs for
the foreseeable future.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are as follows:

Name Age Position
- ---- --- --------

David S. Bonsal 60 Chairman of the Board of Directors,
Chief Executive Officer and Director
John L. Settles 57 President
Pamela A. Glenn 38 Vice President and Corporate Secretary
Arthur M. Moglowsky 63 Director
Jeffrey M. Sperry 56 Director

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The term of office of each director is one year and until his successor is
elected and qualified. Unless otherwise indicated below, each director and
executive officer has had the same principal occupation during the last five
years.

David S. Bonsal has served as our Chairman and Chief Executive Officer
since 1988. Mr. Bonsal has served as a director on our Board of Directors since
1987. Mr. Bonsal is also a principal shareholder of Universal Funding
Corporation. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

John L. Settles has served our President since June 1999. From 1998 until
he joined us, Mr. Settles served as Vice President Business Development of
DataLink Systems Corporation, San Jose, California, a wireless information
services firm with $6,000,000 in annual revenue, where he was responsible for
developing its sales channels. From 1996 to 1998, Mr. Settles was employed by
Science Applications International Corp. where he help to create and manage its
joint venture with the Venezuelan national oil company, Petroleos del Venezuela,
S.A., a provider of Information Technology services with annual sales of
$230,000,000. From 1994 to 1996, Mr. Settles served as the Vice President,
Systems and Client Services Group of Information Network Corp., Phoenix,
Arizona, a healthcare information systems firm with annual revenues of
$10,000,000. Mr. Settles was our President from April 1989 through October 1990
and is a principal shareholder of Universal Funding Corporation. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS."

Pamela A. Glenn has served as Vice President since May 1995 and Corporate
Secretary since September 1995. Ms. Glenn served as a Sales Representative and
Account Manager with us from 1991 to May 1995 and held various positions with us
from 1982 to 1991.

Arthur M. Moglowsky has served during the past five years as an Attorney
and Shareholder, Bass & Moglowsky, S.C., Milwaukee, Wisconsin. Mr. Moglowsky has
served as a director on our Board of Directors since 1981.

Jeffrey M. Sperry has served since 1999 as President, CB Richard Ellis,
Albany, New York, a real estate company. Prior to 1999, Mr. Sperry served as
Executive Vice President of Robert Cohn Associates, Inc., Albany, New York, a
real estate company. Mr. Sperry has served as a director on our Board of
Directors since 1982.

Indemnification of Directors and Officers

Our by-laws provide that we shall, to the full extent permitted and in the
manner prescribed by the laws of the State of Missouri (except for Section
351.355.6 of the Missouri General and Business Corporation Law), (i) indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Universal Money Centers, or is or was
serving at the request of Universal Money Centers as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit, or proceeding (except that we shall not

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indemnify any such person against judgments, fines and amounts paid in
settlement with respect to an action by or in the right of Universal Money
Centers) and (ii) pay to such person expenses incurred in defending any such
action, suit or proceeding in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by us as authorized in the by-laws.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers and controlling
persons pursuant to the provisions described above, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid and awarded for the years indicated to our Chief Executive
Officer and to each executive officer who received compensation in excess of
$100,000 for services rendered in all capacities to us and our subsidiaries
during our fiscal year ended January 31, 2000.

Summary Compensation Table

Annual Compensation

Name and All Other
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2)
------------------ ---- --------- ----------- ------------------

David S. Bonsal, 2000 $124,500 $1,500 $4,314
Chief Executive 1999 125,000 2,500 4,620
Officer 1998 125,000 1,000 474
- ------------------------

(1) Includes bonuses received in the reported year. The payment of bonuses
is at the discretion of the board of directors.

(2) The amounts shown in this column for 2000 consist of (a) contributions
by us under our SIMPLE IRA Plan in the amount of $3,750 to the account
of Mr. Bonsal and (b) insurance premium payments by us with respect to
group term life insurance in the amount of $564 for the benefit of Mr.
Bonsal.

Director Compensation

We currently pay each non-employee director a cash fee of $750 for each
Board meeting attended in person and a cash fee of $250 for each Board meeting
attended by telephone. Directors are reimbursed for certain reasonable expenses
incurred in attending meetings. Officers do not receive any additional
compensation for serving as members of the board of directors.

-35-

We currently do not pay committee members fees for attending committee
meetings. Committee members are reimbursed for certain reasonable expenses
incurred in attending meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Universal Funding Corporation

We have maintained a business relationship with Universal Funding
Corporation, a Missouri corporation, since August 1989. The relationship began
in 1989 as a result of our severe financial problems. The operation of our ATM
network generally requires that we supply vault cash to ATMs owned by us to fund
cash withdrawals. As a result of our financial problems, lenders were generally
unwilling to extend loans, partly because of the concern that our creditors
would assert claims against cash physically located in ATMs owned by us. We did
not have sufficient cash to supply the vault cash for these ATMs. In order to
resolve this problem and to permit us to continue to operate certain ATMs,
Universal Funding was formed in 1989 by David S. Bonsal, the chairman of our
board of directors, John L. Settles, our President, and William Smithson, a
shareholder. Each of these individuals has a one-third ownership interest in
Universal Funding.

In 1989, we sold approximately 60 ATMs to Universal Funding for which
Universal Funding had agreed to provide vault cash. Universal Funding requested
the sale of the ATMs to Universal Funding as a condition to providing vault
cash, in order to provide additional protection against seizure of Universal
Funding's vault cash by our creditors. We entered into a Management Agreement
with Universal Funding in 1989. The Management Agreement was designed to provide
us with the economic benefits of ownership and operation of the ATMs sold to
Universal Funding, while providing to shareholders and lenders of Universal
Funding the protection from our creditors and the investment return necessary to
attract their investment.

In the Management Agreement, Universal Funding agreed to enter into
contracts with site owners for the placement of the ATMs acquired from us, to
provide vault cash necessary for the operation of the ATMs and to contract for
an armored security service for deliveries of cash to ATMs. In exchange for
these services, Universal Funding received all interchange fees for transactions
processed on the ATMs for which it provided vault cash. Under the Management
Agreement, we agreed to "drive" the ATMs sold to Universal Funding and to
provide accounting, maintenance and communication services. In exchange for
these services, Universal Funding agreed to pay us a management fee equal to
Universal Funding's "net income". Universal Funding's "net income" is defined in
the Management Agreement as revenues from interchange fees, less armored
security charges, interest expense on funds borrowed to provide vault cash, ATM
location expenses, debt service related to the purchase of the ATMs, taxes or
insurance on ATMs, and a monthly payment to each of Universal Funding's
shareholders representing a return on their equity investment in Universal
Funding. The amount of the monthly payment to the shareholders is based upon the
amount of their equity investment in Universal Funding and is paid on the equity
investment at a rate of 18% per annum, or a total of $24,894 per year. The
management fee is to be paid to us on a monthly basis after Universal Funding
has met all of its other cash expenses, including the payment of interest on
outstanding

-36-

borrowings and the monthly payment to Universal Funding's shareholders. In
addition, in the Management Agreement, the shareholders of Universal Funding
grant us an option to purchase all of the outstanding stock of Universal Funding
at any time for an amount equal to 110% of the capital contributed by the
shareholders to Universal Funding plus any arrearages in the payment of expenses
due under the Management Agreement. Management believes that the amount of the
exercise price would have been approximately $165,000 as of January 31, 2000.
The Management Agreement extends for successive twelve (12) month terms, unless
either party provides written notice of termination to the other party at least
thirty (30) days prior to the end of a twelve (12) month term.

Since 1989, the relationship between Universal Funding and us has expanded
to cover additional ATMs, as a result of the loss of other sources of financing
and in order for us to take advantage of opportunities to place additional ATMs.
Universal Funding currently supplies vault cash for a majority of the ATMs owned
by us. We lease to Universal Funding the ATMs for which Universal Funding
provides vault cash for rent of $10.00 per month. Universal Funding requested
the leasing arrangement for our ATMs in order to provide protection against
seizure of its vault cash. We have replaced the ATMs originally purchased by
Universal Funding, and Universal Funding no longer owns any ATMs in our network.
Universal Funding does not provide vault cash for ATMs in our network which are
owned by banks or by third party vendors. At April 30, 2000 and January 31, 2000
and 1999, Universal Funding had vault cash of approximately $2,600,000,
$3,600,000 and $2,200,000, respectively, located in approximately 247, 249 and
242 ATMs, respectively, owned by us.

We earned management fees from Universal Funding of $32,972 and $541,380 in
fiscal years 2000 and 1999, respectively. At January 31, 2000 and 1999, we had a
receivable for accrued and unpaid management fees of $7,228 and $35,064,
respectively. Pursuant to the Management Agreement, we assume the risk of theft
or other shortages of cash from the ATMs for which Universal Funding supplies
vault cash. We incurred losses of $19,470 and $10,075 from vault cash shortages
in fiscal 2000 and 1999, respectively.

Universal Funding borrows the funds that are used to supply vault cash
principally from (i) Electronic Funds Transfer, Inc., our wholly owned
subsidiary ("EFT"), (ii) David S. Bonsal, our Chairman and Chief Executive
Officer, and a limited partnership in which Mr. Bonsal is the general partner,
(iii) our employees and (iv) other lenders. The loans generally have a term of
30 days and typically are rolled over at maturity. As of January 31, 2000,
Universal Funding paid interest on loans at rates ranging from 12 - 18% per
annum. At January 31, 2000, the aggregate outstanding amount of the loans was
approximately $3,579,000, of which $650,300 was owed to EFT, approximately
$1,975,500 was owed to Mr. Bonsal and the related limited partnership,
approximately $155,450 was owed to John L. Settles, our President, approximately
$24,300 was owed to other employees of ours and approximately $773,000 was owed
to other lenders. The maximum outstanding balances of the loans made by EFT to
Universal Funding in fiscal 2000 and 1999 were $815,300 and $489,000,
respectively. The total interest earned by us on loans from EFT to Universal
Funding in fiscal 2000 and 1999 was $72,325 and $34,338, respectively.

The interest rate on loans from David S. Bonsal and the related limited
partnership that were outstanding during fiscal 2000 and 1999 and at January 31,
2000 was 15% per annum. The

-37-

total interest paid by Universal Funding to David S. Bonsal and the related
limited partnership for loans to Universal Funding was $259,117 in fiscal 2000
and $156,864 in fiscal 1999. The interest rates on loans from John L. Settles,
our President, that were outstanding during fiscal 2000 and at January 31, 2000
were 15 - 18% per annum. The total interest paid by Universal Funding to John L.
Settles for loans to Universal Funding was $16,830 in fiscal 2000.

As noted above, the shareholders of Universal Funding receive a return on
their equity investment in Universal Funding each month before Universal Funding
pays the management fee to us. The amount of the monthly payment to the
shareholders is based upon the amount of their equity investment in Universal
Funding and is paid on the equity investment at a rate of 18% per annum. For
each of fiscal 2000 and 1999, the amount paid by Universal Funding to the
shareholders of Universal Funding as a return on equity investment was
approximately $24,894. Each of David S. Bonsal and John L. Settles, as the owner
of 1/3 of the outstanding shares of Universal Funding, has received 1/3 of the
amount paid each year to the shareholders of Universal Funding.

We have obtained access to additional sources of vault cash in recent years
as a result of the improvement in our financial condition. We entered into an
agreement with Pinnacle Systems, L.L.C. ("Pinnacle") in August 1997 pursuant to
which Pinnacle provided funds for vault cash for a service fee equal to the
amount of vault cash provided multiplied by the prime rate published from time
to time by the Wall Street Journal, plus a specified percentage. In addition to
the payment of this service fee, the agreement required us to pay monthly "bank"
fees and insurance charges to Pinnacle. As of January 31, 1999, Pinnacle
provided vault cash of approximately $600,000 for approximately 40 ATMs. The
agreement was terminated by Pinnacle in March 1999. Pinnacle informed us that
Pinnacle's lender would no longer permit Pinnacle to provide vault cash to ATM
companies because of losses suffered by the lender due to problems monitoring
vault cash transfers through certain ATM networks (not including our ATM
network). In June 1999, we entered into a vault cash arrangement with Tehama
Bank under which we could obtain up to $3,000,000 in vault cash. As of April 30,
2000, we were renting approximately $2,000,000 under the Tehama Bank
arrangement. In October 1999, we entered into an arrangement with Charter Bank
allowing us to obtain up to $5,000,000 in vault cash, of which $1,000,000 was
outstanding as of April 30, 2000. In November 1999, we entered into a vault cash
arrangement with Humboldt Bank under which we could obtain up to $1,000,000 in
vault cash. We had not obtained funds under the arrangement with Humboldt Bank
as of April 30, 2000. Under each arrangement, we are required to pay a monthly
service fee on the outstanding amount equal to the prime rate of interest, plus
a specified percentage, and must pay monthly "bank" and insurance fees.

Deferred Compensation

We have a liability of approximately $140,000 due to David S. Bonsal, our
Chairman and Chief Executive Officer, representing compensation informally
deferred during fiscal years 1994 through 1996 in an attempt to improve our cash
flow during those years. We have agreed to pay interest on the deferred
compensation at a rate of 5% per annum.

-38-

Personal Guarantees of Our Obligations

As a result of our financial problems, certain lenders required the
personal guarantee of David S. Bonsal, our Chairman and Chief Executive Officer,
as a condition to loaning funds to us to finance the purchase of new and
replacement ATMs. Our payment of the following obligations has been personally
guaranteed by Mr. Bonsal:

1. Capital Lease dated December 30, 1996, between Newcourt Communications
Finance Corporation (formerly AT&T Credit Corporation) and us, in the
principal amount of $440,365. The lease requires monthly payments by
us through November 2000.

2. Capital Lease dated October 30, 1996, between Newcourt Communications
Finance Corporation (formerly AT&T Credit Corporation) and us, in the
principal amount of $66,427. The lease requires monthly payments by us
through September 2000.

3. Capital Lease dated February 28, 1997, between Newcourt Communications
Finance Corporation (formerly AT&T Credit Corporation) and us, in the
principal amount of $119,594. The lease requires monthly payments by
us through January 2001.

4. A promissory note dated June 3, 1996, issued by us to Bank 21
(formerly The Farmers Bank) in the principal amount of $57,570. The
note is due on demand, and if no demand is made, the note is due in
installments through January 2001.

5. A promissory note dated August 20, 1996, issued by us to Bank 21
(formerly The Farmers Bank) in the principal amount of $222,200. The
note is due on demand, and if no demand is made, the note is due in
installments through November 2001.

Under the terms of each of the capital leases described in Items 1 - 3 above,
Mr. Bonsal's personal guarantee is to be released under each lease if we comply
with our obligations under the respective lease for twenty-four (24) months
after the date of such lease and we are not in default under the respective
lease at the end of the twenty-four (24) month period. Mr. Bonsal's personal
guarantee of these leases was released in April 1999.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of July 1, 2000,
with respect to the beneficial ownership of the common stock by (a) each
beneficial owner of more than 5% of the outstanding shares thereof, (b) each
director and each nominee to become a director, (c) each executive officer named
in the Summary Compensation Table and (d) all executive officers, directors and
nominees to become directors as a group.

-39-

Percent of
Number of Shares Common Stock
Name of Beneficial Owner Beneficially Owned Outstanding(1)
- ------------------------ ------------------ --------------

David S. Bonsal (2) 621,208 31.6%

Jeffrey M. Sperry 12,478 *

Arthur M. Moglowsky 14,888 *

Directors and executive officers 690,036 35.5%
as a group (5 persons)

- ----------------------------
* Represents beneficial ownership of less than one percent.

(1) Percentages are determined in accordance with Rule 13d-3 under the Exchange
Act.

(2) The address of Mr. Bonsal is c/o Universal Money Centers, Inc., 6800
Squibb Road, Mission, Kansas 66202.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

Authorized and Outstanding Stock. Our articles of incorporation authorize
the issuance of up to 40,000,000 shares of common stock, $.01 par value per
share. As of the date of this Prospectus, there were approximately 2,014,809
shares of common stock outstanding. In addition, we are offering for sale an
additional 2,014,809 shares of common stock in the rights offering.

Voting Rights. Holders of common stock are entitled to one vote per share
on all matters presented to the shareholders, except the election of directors,
as to which cumulative voting applies. Under cumulative voting, each shareholder
is entitled to cast as many votes as shall equal the number of shares held by
the shareholder multiplied by the number of directors to be elected, and such
votes may all be cast for a single director or may be distributed among the
directors to be elected as the shareholder wishes.

Dividends. Holders of common stock are entitled to such dividends as may be
declared from time to time by the board of directors and paid from funds legally
available therefor. Holders of common stock will be entitled to receive pro rata
all of our assets available for distribution upon liquidation. We do not
anticipate that we will pay dividends in the foreseeable future. We intend to
retain future earnings, if any, to provide funds for the growth and development
of our business. Any payment of cash dividends on the common stock in the future
will be at the sole discretion of the board of directors and will depend upon
our earnings, capital expenditure requirements, financial condition and such
other factors as the board of directors deems relevant.

No Preemptive Rights. Holders of common stock do not have any preemptive
rights.

-40-

Anti-Takeover Effects of Certain Provisions

Our articles of incorporation and by-laws contain the following provisions
that could make the acquisition of us by means of a tender offer, a proxy
contest or otherwise more difficult.

Advance Notice of Shareholder Nominations and Proposals. Our by-laws
contain an advance notice procedure governing shareholders who wish to nominate
candidates for election as directors or to bring other business before an annual
meeting of shareholders. The provision requires that shareholders give advance
notice to us of such nominations and proposals. The provision is designed to (1)
establish an orderly procedure for conducting annual meetings of shareholders
and (2) provide the board of directors with the opportunity to inform
shareholders prior to such meetings, to the extent deemed necessary or desirable
by the board of directors, of the qualifications of such nominees and of any
business to be conducted at such meetings. Although the advance notice provision
does not give the board of directors any power to approve or disapprove
shareholder nominations or proposals, they may have the effect of precluding or
delaying a contest for the election of directors or the consideration of
shareholder proposals if the designated procedures are not followed. Such
provisions may have the effect of discouraging or deterring a third party from
conducting a solicitation of proxies to elect its own slate of directors or to
approve its own proposal, without regard to whether consideration of such
nominees or proposals might be harmful or beneficial to us or our shareholders.

Number of Directors; Vacancies. Our by-laws permit the board of directors
to determine the number of directors, except that unless the articles of
incorporation are amended there may not be fewer than three nor more than 21.
Our by-laws also provide that any vacancies will be filled by an affirmative
vote of a majority of the remaining directors, although less than a quorum, or
by a sole remaining director. These provisions could have an anti-takeover
effect by preventing or delaying a shareholder from enlarging the board of
directors or removing directors and filling the resulting vacancies or new
directorships with such shareholder's new nominees.

Calling Special Meetings. Our by-laws provide that special meetings of
shareholders may be called only by the board of directors. The purpose of this
provision is to avoid the time, expense and disruption resulting from holding
special meetings of shareholders in addition to annual meetings, unless the
board of directors approves the special meetings. However, this amendment may
have the effect of delaying a change in control of us or delaying the
presentation to the shareholders of a shareholder proposal favored by the
holders of a majority of the outstanding shares.

EXPERTS

The financial statements of Universal Money Centers, Inc. at January 31,
2000 and 1999 and for the years ended January 31, 2000 and 1999 appearing in
this Prospectus and Registration Statement have been audited by Baird, Kurtz and
Dobson, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

-41-

LEGAL MATTERS

The validity of the shares of common stock underlying the Rights will be
passed upon for us by Morrison & Hecker LLP, Kansas City, Missouri.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may review the reports, proxy and information statements and
other information that we file with the SEC at the SEC's internet site at
http://www.sec.gov.

This prospectus is a part of the Registration Statement on Form SB-2 that
we filed with the SEC. The registration statement includes information not
contained in this Prospectus regarding us and regarding our common stock,
including certain exhibits. You can review or obtain a copy of the registration
statement from the SEC at the address listed above or from its internet site.

-42-

INDEX TO UNIVERSAL MONEY CENTERS, INC. FINANCIAL STATEMENTS

Page

Independent Public Accountants' Report F-2

Consolidated Financial Statements:

Consolidated Balance Sheets - April 30, 2000 (unaudited) and
January 31, 2000 and 1999 F-3

Consolidated Statements of Operations - Three months ended
April 30, 2000 and 1999 (unaudited) and Years ended
January 31, 2000 and 1999 F-5

Consolidated Statements of Changes in Stockholders' Equity -
Three months ended April 30, 2000 (unaudited) and Years
ended January 31, 2000 and 1999 F-6

Consolidated Statements of Cash Flows - Three months ended
April 30, 2000 and 1999 (unaudited) and Years ended
January 31, 2000 and 1999 F-7

Notes to Consolidated Financial Statements F-8

F-1

Independent Accountants' Report

Board of Directors
Universal Money Centers, Inc.
Mission, Kansas

We have audited the accompanying consolidated balance sheets of UNIVERSAL
MONEY CENTERS, INC. as of January 31, 2000 and 1999, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 UNIVERSAL
MONEY CENTERS, INC. as of January 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ BAIRD, KURTZ & DOBSON

Kansas City, Missouri
April 10, 2000

F-2

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

January 31,
April 30 ----------------------------
2000 2000 1999
-------- ------------ ---------
CURRENT ASSETS (unaudited)

Cash $ 48,730 $ 118,991 $ 601,922
Accounts receivable - trade, less allowance for
doubtful accounts:
April 30, 2000 - $98,238; 144,536 105,517 39,012
January 31, 2000 - $66,370;
January 31, 1999 - $21,370
Accounts receivable - affiliate 23,545 7,228 35,064
Note receivable - affiliate 200,000 650,300 --
Prepaid expenses and other 52,869 22,058 13,194
Interest receivable - affiliate 7,119 6,628 3,636
------------ ------------ ------------
Total Current Assets 476,799 910,722 692,828
------------ ------------ ------------

PROPERTY AND EQUIPMENT, At cost
Equipment 4,561,382 4,139,601 3,453,071
Leasehold improvements 117,803 117,803 117,803
Vehicles 11,434 21,156 9,722
------------ ------------ ------------
4,690,619 4,278,560 3,580,596
Less accumulated depreciation 2,149,028 1,977,738 1,873,919
------------ ------------ ------------
2,541,591 2,300,822 1,706,677
------------ ------------ ------------

OTHER ASSETS
Deferred income taxes 375,000 375,000 375,000
Other 116,734 26,232 30,531
------------ ------------ ------------
491,734 401,232 405,531
------------ ------------ ------------

$3,510,124 $3,612,776 $2,805,036
============ ============ ============

See Notes to Consolidated Financial Statements

F-3

UNIVERSAL MONEY CENTERS, INC.

LIABILITIES AND STOCKHOLDERS' EQUITY

January 31,
April 30 ----------------------------
2000 2000 1999
-------- ------------ ---------
CURRENT ASSETS (unaudited)

CURRENT LIABILITIES
Current maturities of long-term debt and
capital lease obligations $ 465,874 $ 472,943 $ 314,606
Accounts payable 576,155 732,546 313,319
Accounts payable--affiliate 19,240 25,559 --
Accrued expenses 197,284 216,866 210,817
-------------- -------------- --------------
Total Current Liabilities 1,258,553 1,447,914 838,742
-------------- -------------- --------------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 1,193,595 1,033,378 714,087
-------------- -------------- --------------

STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 40,000,000
shares authorized; 1,992,569 issued 398,514 398,514 398,514
Additional paid-in capital 18,593,430 18,593,430 18,593,430
Retained earnings (deficit) (16,271,660) (16,198,152) (16,077,429)
--------------- --------------- ---------------
2,720,284 2,793,792 2,914,515
Less treasury stock, at cost; common;
27,916 shares (1,662,308) (1,662,308) (1,662,308)
--------------- --------------- ---------------
1,057,976 1,131,484 1,252.207
--------------- --------------- ---------------

$ 3,510,124 $ 3,612,776 $ 2,805,036
============== ============== ==============

See Notes to Consolidated Financial Statements

F-4

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months
Ended April 30, Years ended January 31,
------------------------------- -----------------------
2000 1999 2000 1999
------------ ------------ ------------ ---------
(unaudited)

NET REVENUES $ 1,928,358 $ 1,391,120 $ 6,409,716 $ 5,016,828

COST OF REVENUES 1,526,965 1,004,405 4,994,709 3,422,417
------------ ------------ ------------ ------------

GROSS PROFIT 401,393 386,715 1,415,007 1,594,411

OPERATING EXPENSES 446,887 357,047 1,500,798 1,215,100
------------ ------------ ------------ ------------

INCOME FROM OPERATIONS (45,494) 29,668 (85,791) 379,311
------------- ------------ ------------- ------------

OTHER INCOME (EXPENSE)
Interest income 10,714 13,244 73,195 34,481
Interest expense (38,728) (22,648) (106,152) (101,122)
Loss on disposal of fixed assets 0 0 (1,975) --
------------ ------------ ------------- ------------
(28,014) (9,404) (34,932) (66,641)
------------- ------------- ------------- ------------

INCOME (LOSS) BEFORE INCOME TAXES (73,508) 20,264 (120,723) 312,670
------------- ------------ ------------- ------------

INCOME TAX CREDIT -- -- -- (60,000)
------------ ------------ ------------ -------------

NET INCOME (LOSS) $ (73,508) $ 20,264 $ (120,273) $ 372,670
============= ============ ============= ============

BASIC AND DILUTED EARNINGS (LOSS) PER
SHARE $ (.04) $ .01 $ (.06) $ .19
============= ============ ============ ============

See Notes to Consolidated Financial Statements

F-5

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Additional Retained
Common Paid-In Earnings Treasury
Stock Capital (Deficit) Stock Total
----- ------- --------- ----- -----

BALANCE , JANUARY 31, 1998 $398,514 $18,593,430 $(16,450,099) $(1,662,308) $ 879,537

Net income 372,670 372,670
-------- ----------- ------------ ------------ ----------

BALANCE , JANUARY 31, 1999 398,514 18,593,430 (16,077,429) (1,662,308) 1,252,207

Net loss (120,723) (120,723)
-------- ---------- ------------- ------------ -----------

BALANCE , JANUARY 31, 2000 398,514 18,593,430 (16,198,152) (1,662,308) 1,131,484
======== =========== ============ ============ ==========

Net loss (unaudited) (73,508) (73,508)
-------- ---------- ------------- ----------- -----------

BALANCE, APRIL 30, 2000 (unaudited) $398,514 $18,593,430 $(16,271,660) $(1,662,308) $1,057,976
======== =========== ============= ============ ==========

See Notes to Consolidated Financial Statements

F-6

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months
Ended April 30, Years Ended January 31,
------------------------ -----------------------
2000 1999 2000 1999
---------- --------- --------- ------
(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (73,508) $20,264 $(120,723) $372,670
Items not requiring (providing) cash:
Depreciation and amortization 191,868 123,246 568,494 410,047
Loss on disposal of property and equipment -- -- 1,975 --
Deferred income taxes -- -- -- (60,000)
Changes in:
Accounts receivable (55,827) (46,874) (41,661) 13,943
Prepaid expenses and other (132,169) 8,017 (8,565) (23,199)
Accounts payable and accrued expenses (182,292) 151,394 450,835 (31,366)
----------- ------- ------- --------
Net cash provided by operating activities (251,928) 256,047 850,355 682,095
----------- ------- ------- --------

CASH FLOWS FROM INVESTING
ACTIVITIES
Increase (decrease) in note receivable - affiliate 450,300 (212,000) (650,300) --
Purchase of property and equipment (280,031) (162,347) (410,404) (368,816)
----------- --------- --------- ---------
Net cash used in investing activities 170,269 (374,347) (1,060,074) (368,816)
----------- --------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term debt and
capital lease obligations (166,902) (78,587) (365,226) (250,445)
Proceeds from issuance of long-term debt 178,300 -- 92,644 164,413
------------ ---------- --------- ---------
Net cash used in financing activities 11,398 (78,587) (272,582) (86,032)
------------ ---------- --------- ---------

INCREASE (DECREASE) IN CASH (70,261) (196,887) (482,931) 227,247

CASH, BEGINNING OF YEAR 118,991 601,922 601,922 374,675
------------ --------- --------- --------

CASH, END OF YEAR $ 48,730 $405,035 $118,991 $601,922
========= ======== ======== ========

See Notes to Consolidated Financial Statements

F-7

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Company is engaged primarily in providing network and switching
services for automated teller machines (ATMs). Fees are received from the
members of the Company's network as well as card users from other ATM networks
using the Company's network. The Company grants unsecured credit to its
customers. As of April 30, 2000 and January 31, 2000 and 1999, the Company had
approximately 527, 575 and 396 ATMs in the network, respectively.

Unaudited Quarterly Information

Quarterly financial information provided herein as of April 30, 2000 and
for the periods ended April 30, 2000 and 1999 is unaudited. In the opinion of
management, it contains all adjustments necessary to present fairly the
Company's consolidated financial position, the consolidated results of its
operations and cash flows. The quarterly results of operations are not
necessarily indicative of the results to be expected for the full year.

Reverse Stock Split

Effective July 7, 2000, the Company effected a 1-for-20 reverse stock split
of its outstanding common stock. The number of shares of common stock shown in
the accompanying balance sheet (and in Note 5) and the basic and diluted
earnings (loss) per share in the consolidated statements of operations are
restated to give effect to the reverse stock split.

Operating Segments

The Company conducts business under one primary operating segment:
operating and servicing of automated teller machines (ATMs). Revenues are
generated from surcharges, interchange fees and transaction processing in ATMs
located in 16 states with a concentration in Missouri, Kansas and Texas. The
Company's major revenue source, which exceeds 10% of revenues, is discussed in
Note 8.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-8

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Property and Equipment

Property and equipment are depreciated over the estimated useful life of
each asset, primarily five to seven years. Annual depreciation is computed using
the straight-line method.

Principles of Consolidation

The consolidated financial statements include the accounts of Universal
Money Centers, Inc., and its wholly-owned subsidiary, Electronic Funds Transfer,
Inc. All significant intercompany accounts and transactions have been eliminated
in consolidation.

Income Taxes

Deferred income tax liabilities and assets are recognized for the tax
effects of differences between the financial statement and tax bases of assets
and liabilities. A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax asset will not be
realized.

Inventory

All inventories are stated at the lower of cost or market. As of January
31, 1999, inventory consisted primarily of repair parts for ATMs, with the cost
of such parts being determined using the FIFO (first-in, first-out) method.

Future Changes in Accounting Principles

F-9

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 2: RELATED PARTY TRANSACTIONS

The chairman and chief executive officer (CEO), who is the largest
stockholder of the Company, is also the CEO and a stockholder of Universal
Funding Corporation (UFC). In addition, the other two stockholders of UFC are
also stockholders of the Company.

The Company receives management fees from UFC to provide administrative
services, computer switching, maintenance, ATMs and software for the ATMs. The
agreement with UFC for management fees provides that the fee will equal the net
income of UFC (excluding depreciation, amortization and stockholder return on
original capital investment, which are treated as distributions). Such fees
totaled $32,972 and $541,380 for the years ended January 31, 2000 and 1999,
respectively. Under the agreement, these fees are paid on a monthly basis
subsequent to UFC meeting all other monthly cash flow obligations. As of January
31, 2000 and 1999, the Company had a receivable of $7,228 and $35,064,
respectively, for these fees.

The Company assumes the risks of theft or other shortages of cash from the
ATMs funded by UFC. As of January 31, 2000 and 1999, UFC had vault cash of
approximately $3,600,000 (located in 249 ATMs) and $2,200,000 (located in 242
ATMs), respectively. During the years ended January 31, 2000 and 1999, the
Company incurred losses of $19,470 and $10,075 from vault cash shortages.
Included in accounts payable--affiliate on the accompanying consolidated balance
sheet at January 31, 2000 is a payable of $19,660 to UFC for such shortages.

The Company and certain members of the Company's management extends loans
on an unsecured basis to UFC. UFC uses the proceeds from these loans to provide
vault cash to the ATMs. The interest UFC pays on these loans directly reduces
UFC's income subject to the management fee. As of January 31, 2000 and 1999, the
balance of these loans was approximately $3,353,000 (with $650,300 being due to
the Company) and $1,800,000, respectively, with interest rates ranging from 12%
to 18%, respectively. During the years ended January 31, 2000 and 1999, the
Company earned interest income of $72,325 and $34,338, respectively, from these
loans.

The Company has the option to purchase UFC from its current stockholders
for approximately $165,000.

Since the end of fiscal year 1987, the Company has issued 17,201,897 shares
which have not been registered with the Securities and Exchange Commission. All
of these shares are restricted as to resale. Of the shares issued, 12,112,644
were issued to related parties.

The Company has a liability for back wages due to the chairman and CEO of
the Company of approximately $140,000 plus $36,000 in accrued interest (at 5%).
This represents an informal, negotiated deferral in compensation in an attempt
to improve the Company's cash flow during prior years.

F-10

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 3: OPERATING LEASES

The Company leases office space under noncancellable operating leases which
expire through August 2004. Rent expense for office space for the years ended
January 31, 2000 and 1999 was $79,691 and $76,320, respectively.

The Company leases computer equipment under noncancellable operating leases
which expire through February 2001. The Company also leases locations to place
ATMs under noncancellable operating leases which expire through March 2003.
Total rent expense related to the lease of computer equipment and locations to
place ATMs for the years ended January 31, 2000 and 1999 was $111,023 and
$97,014, respectively.

The Company has several agreements with banks and (at January 31, 1999) a
financial services company to provide vault cash, on a rental basis, for ATM's
owned by the Company. Under the agreements, the Company is required to pay a
monthly service fee on the outstanding amount equal to the prime rate of
interest, plus a specified percentage, plus additional fees as defined in the
agreements. The life of the agreements range from one year to three years but
may be terminated by the banks upon the occurrence of certain events. As of
January 31, 2000 and 1999, the Company was renting vault cash from these
providers in the approximate amount of $5,600,000 and $600,000, respectively.
The fees for the usage of such cash are included in the accompanying financial
statements in cost of revenues and totaled $196,978 and $73,504 for the years
ended January 31, 2000 and 1999, respectively.

Future minimum lease payments at January 31, 2000 are as follows:

2001 $196,704
2002 136,424
2003 140,043
2004 120,260
Thereafter 68,825
-------

Future minimum lease payments $662,256
========

NOTE 4: LONG-TERM DEBT
2000 1999
---- ----

Installment notes payable (A) $ 223,311 $306,369
Capital lease obligations B) 1,139,905 641,357
Installment notes payable (C) 49,515 74,489
Installment notes payable (D) 81,200 --
Other 12,390 6,478
--------- ---------
1,506,321 1,028,693
Less current maturities 472,943 314,606
--------- ---------

$1,033,378 $ 714,087
========== ==========

F-11

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 4: LONG-TERM DEBT (Continued)

(A) Various installment notes payable; due on demand; if no demand
made, due at various dates through May 2003; with interest at
10.25% to 10.5%; collateralized by equipment and personally
guaranteed by the Company's Chairman and CEO. Subsequent to the
year ended January 31, 2000, the demand feature was waived
through January 31, 2001.

(B) Capital leases covering ATMs and office equipment with monthly
payments through January 2005 with $9,511 being personally
guaranteed by the Company's Chairman and CEO.

(C) Various installment notes payable; due on demand; if no demand
made, due at various dates through February 2003, with interest
at 9.25% to 10%; collateralized by equipment. Subsequent to
the year ended January 31, 2000, the demand feature was
waived through January 31, 2001.

(D) Installment note payable; due in two lump sum payments in March
2000 and in September 2000.

Aggregate annual maturities of long-term debt and payments on capital lease
obligations at January 31, 2000 are as follows:

Long-Term Debt Capital Lease
(Excluding Leases) Obligations
------------------ -----------

2001 $203,078 $354,894
2002 103,432 310,560
2003 47,095 310,560
2004 12,811 270,059
2005 113,299
-------- --------

$366,416 1,359,372
========
Less amount representing 219,467
interest -------
Present value of future
minimum lease payments 1,139,905
Less current maturities 269,865
---------
$ 870,040
=========

F-12

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 4: LONG-TERM DEBT (Continued)

Property and equipment include the following property under capital leases:

2000 1999
--------- --------

Equipment cost $1,830,214 $922,611
Less accumulated depreciation 612,615 332,966
---------- --------

$1,217,599 $589,645

As of January 31, 2000 and 1999, the carrying amount of long-term debt
approximates its fair value.

On February 8, 2000, the Company entered into a note agreement with a bank
for $178,000. Such amount is due in monthly payments of $4,534 through February
2004, with interest at 10%, and is collateralized by equipment.

NOTE 5: EARNINGS PER SHARE

The details of the basic and diluted earnings per share calculations
(including the effect of the reverse stock split discussed in Note 1) for the
three months ended April 30, 2000 and 1999 (unaudited) and for the year ended
January 31, 2000 and 1999 are as follows:

Three Months Ended Three Months Ended
April 30, 2000 (Unaudited) April 30, 1999 (Unaudited)
----------------------------- --------------------------
Weighted Weighted
Net Average Shares Per Share Net Average Per
Income Outstanding Amount Income Outstanding Amount
------ -------------- --------- ------ ----------- ------

Net income (loss) $(73,508) $20,264
--------- -------

Basic and diluted earnings(loss
per share:
Income (loss) available to
common stockholders $(73,508)1,964,653 $ (.04) $20,264 1,964,653 $ (.01)
================== ======== ======= ========= ========

F-13

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 5: EARNINGS PER SHARE (Continued)

Year Ended Year Ended
January 31, 2000 January 31, 1999
----------------------------------- -----------------------------------
Weighted Weighted
Net Average Shares Per Share Net Average Shares Per Share
Income Outstanding Amount Income Outstanding Amount
------ -------------- --------- ------ -------------- ---------

Net income (loss) $(120,723) $372,670
---------- --------

Basic and diluted earnings(loss)
per share:
Income (loss) available to
common stockholders $(120,723) 1,964,653 $ (.06) $372,670 1,964,653 $ .19
========== ========= ========== ======== ========= =======

NOTE 6: INCOME TAXES

The credit for income taxes includes these components:

2000 1999
--------- ---------

Deferred income taxes $(16,000) $185,000
Change in deferred tax asset valuation allowance 16,000 (245,000)
--------- ---------
$ 0 $(60,000)
========= =========

A reconciliation of income tax (credit) at the statutory rate to the
Company's actual income tax expense (credit) is shown below:

2000 1999
--------- --------

Computed at the statutory rate $(41,046) $107,000

Increase (decrease) resulting from:
Change in deferred tax asset valuation allowance 16,000 (245,000)
Other (25,046) (78,000)
-------- --------

Actual tax credit $ 0 $(60,000)
========= =========

F-14

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 6: INCOME TAXES (Continued)

The tax effects of temporary differences related to deferred taxes were:

2000 1999
-------- --------
Deferred tax assets:
Allowance for doubtful accounts $ 25,000 $ 7,000
Net operating loss carryforwards 739,000 640,000
General tax credits 112,000 142,000
Other 14,000 14,000
------- --------

Deferred tax liabilities:
Property and equipment (139,000) (68,000)

Net deferred tax asset before valuation allowance 751,000 735,000
--------- --------
Valuation allowance:
Beginning balance (360,000) (605,000)
Decrease (increase) (16,000) 245,000
--------- ---------
Ending balance $ 376,000 $360,000
---------- --------

Net deferred tax asset $ 375,000 $375,000
========= ========

As of January 31, 2000, the Company had approximately $112,000 of tax credits
available to offset future federal income taxes. These credits expire between
2001 and 2002. The Company also has unused operating loss carryforwards of
approximately $1,900,000, which expire between 2005 and 2020.

NOTE 7: PROFIT SHARING PLAN

During the fiscal year ended January 31, 1999, the Company established a
SIMPLE IRA profit-sharing plan covering employees with two years or more of
service. Contributions are limited to 3% of total compensation paid participants
during the plan year. Contributions to the Plan were $20,800 and $16,900 for
2000 and 1999, respectively.

NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Generally accepted accounting principles require disclosure of certain
significant estimates and current vulnerabilities due to certain concentrations.
Those matters include the following:

7-15

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS (Continued)

Significant Agreements
- ----------------------

Approximately 1% and 11% for 2000 and 1999, respectively, of the Company's
revenues come from services provided for Universal Funding Corporation (UFC), a
related party (see Note 2). Additionally, the Company earned approximately 40%
and 70% of its surcharging fees from ATMs containing UFC's vault cash during the
years ended January 31, 2000 and 1999, respectively. Currently, UFC obtains cash
to fund its ATMs primarily from short-term borrowings from various private
investors, including members of Universal Money Center's management and the
Company. UFC is uncertain if additional sources of cash would be available if
these notes were not renewed.

Significant Customers
- ---------------------

The Company has relationships with two operators of combination convenience
stores and gas stations for whom approximately 44 and 45 ATMs, respectively, as
of January 31, 2000 and 1999, respectively, have been installed at their
locations. The aggregate revenues from these companies accounted for
approximately 32% and 22% of the Company's revenues for 2000 and 1999,
respectively.

Fees
- ----

Currently, the Company is permitted to charge a "surcharge" to users of the
Company's network who are members of other networks. Such surcharges are being
challenged at various governmental levels. Successful litigation to eliminate
these surcharges could have a material adverse effect on the results of
operations and financial condition of the Company. During the years ended
January 31, 2000 and 1999, the Company recognized revenue of $4,228,151 and
$3,035,059, respectively, from surcharges.

Deferred Income Taxes
- ---------------------

The Company has recorded a deferred tax asset of $375,000 at January 31,
2000, which is primarily a result of operating loss carryforwards which
management believes are more likely than not to be realized prior to their
expiration between 2005 and 2020. Realization is dependent on generating
sufficient future taxable income to absorb the carryforwards. The amount of the
deferred tax assets considered realizable could be increased or decreased in the
near term if estimates of future taxable income during the carryforward period
change.

7-16

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS (Continued)

Litigation
- ----------

In May 1999, Dave Windhorst, a former officer and employee of the Company,
threatened litigation against the Company for unpaid severance compensation and
issuance of common stock for past services rendered. On June 5, 2000, Mr.
Windhorst brought an action against the Company and the individual directors of
the Company in the United States District Court for the District of Kansas. Mr.
Windhorst resigned in May 1999. Mr. Windhorst alleges that the defendants
promised that Mr. Windhorst would receive 2,000,000 shares of Company common
stock as part of his wages and compensation as an employee. Mr. Windhorst seeks
judgment against the defendants for an amount equal to the highest value of
2,000,000 shares of Company common stock from June 11, 1999 up to and including
the day of trial, plus prejudgment interest, penalties, costs and other awards
deemed reasonable in the circumstances. The penalties sought include an amount
equal to up to 100% of the compensation alleged to be unpaid pursuant to a
Kansas statute, K.S.A. 44-315. Mr. Windhorst's claim is based upon resolutions
adopted by the board of directors in 1998 approving the issuance of certain
shares, subject to the conditions that the issuance receive professional legal
approval and that the number of authorized shares of common stock be increased.
The proposed issuance did not receive professional legal approval. The number of
authorized shares of common stock have not been increased, although additional
shares became available for issuance as a result of the reduction in the number
of outstanding shares in the 1-for-20 reverse stock split that recently became
effective. On June 19, 2000, the Board of Directors approved the issuance to Mr.
Windhorst of 50,000 post- reverse stock split shares of Company common stock
(the equivalent of 1,000,000 shares prior to the reverse stock split), subject
to completion of the reverse stock split and compliance with tax withholding and
securities law requirements, for no additional consideration. Management and
legal counsel believe that the Company has reasonable defenses. The amount of
ultimate loss, if any, could differ materially from these estimates.

Securities and Exchange Commission Filings
- ------------------------------------------

The Company resumed its periodic reporting to the SEC and stockholders upon
the filing of the Form 10-KSB for the fiscal year ended January 31, 1998 and has
remained current on required filings since that date.

Prior to such filings, the Company had not filed certain of the information
required by the Securities Exchange Act of 1934 including, but not limited to,
Forms 10-K, 10-Q and 8-K and other reports to stockholders. The effect on the
Company's financial statements, if any, arising from these non filings has not
been determined.

F-17

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(UNAUDITED AS TO APRIL 30, 2000 AND 1999 INFORMATION)

NOTE 9: ADDITIONAL CASH FLOW INFORMATION

2000 1999
-------- --------
Noncash Investing and Financing Activities
- ------------------------------------------

Capital lease obligations incurred for equipment $750,210 $515,750

Additional Cash Payment Information
- -----------------------------------

Interest paid 99,204 71,822

F-18

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 Indemnification of Directors and Officers

The registrant's by-laws provide that the registrant shall, to the full
extent permitted and in the manner prescribed by the laws of the State of
Missouri (except for Section 351.355.6 of the Missouri General and Business
Corporation Law), (i) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director or officer of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit, or proceeding (except that
the registrant shall not indemnify any such person against judgments, fines and
amounts paid in settlement with respect to an action by or in the right of the
registrant) and (ii) pay to such person expenses incurred in defending any such
action, suit or proceeding in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by the registrant as authorized in the
by-laws.

The registrant is authorized to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against or incurred by
such person in any such capacity, or arising out of his or her status as such,
whether or not the registrant would have the power to indemnify such person
against such liability under the provisions of the by-laws or the Missouri
General and Business Corporation Law. The registrant currently does not maintain
directors' and officers' liability insurance.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses that will be paid by
the registrant in connection with the issuance and distribution of the
securities being registered. With the exception of the SEC registration fee, all
amounts shown are estimates.

SEC Registration Fee $ 415
Blue Sky Fees and Expenses 3,000
Printing and Mailing 7,900
Accounting Fees and Expenses 7,500
Legal Fees and Expenses 15,000
Miscellaneous expenses 250
---------
Total $ 34,065

II-1

Item 26. Recent Sales of Unregistered Securities

The registrant has not sold any securities within the past three years.

Item 27. Exhibits.

The exhibits required by this item are listed in the Index to Exhibits set
forth at the end of this Form SB-2.

Item 28. Undertakings.

(a) If the registrant is registering securities under Rule 415 of the
Securities Act, the registrant will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii)Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
"Item 24. - - Indemnification of Directors and Officers" above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for

II-2

indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant under
Rule 424(b)(1), (4) or 497(h) under the Securities Act as part of
this registration statement as of the time the Commission
declared it effective.

(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at
that time as the initial bona fide offering of those securities.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Mission,
State of Kansas on July 31, 2000.

UNIVERSAL MONEY CENTERS, INC.

By:/s/ David S. Bonsal
---------------------------------
David S. Bonsal
Chairman of the Board and
Chief Executive Officer

Dated: July 31, 2000

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
- --------- ----- ----

/s/ David S. Bonsal Chairman of the Board, Chief July 31, 2000
David S. Bonsal Executive Officer and Director
(Principal Executive Officer)

/s/ John L. Settles President (Principal Financial July 31, 2000
John L. Settles and Accounting Officer)

* /s/ Jeffrey M. Sperry Director July 31, 2000
Jeffrey M. Sperry

* /s/ Arthur M. Moglowsky Director July 31, 2000
Arthur M. Moglowsky

*By:/s/ David S. Bonsal July 31, 2000
--------------------------
David S. Bonsal
Attorney-in-fact

II-4

INDEX TO EXHIBITS
-----------------

Exhibit
Number Description
- ------ -----------

3.1 Amendment to Articles of Incorporation of the Company

3.2* Amended and Restated By-laws of the Company

3.3 Articles of Incorporation of the Company, as amended

4.1* Promissory Note dated June 3, 1996 issued by the
Company to Bank 21 (formerly The Farmers Bank)

4.2* Business Loan Agreement dated June 3, 1996 between the
Company and Bank 21 (formerly The Farmers State Bank)

4.3* Promissory Note dated August 26, 1996 issued by the
Company to Bank 21 (formerly The Farmers State Bank)

4.4* Business Loan Agreement dated August 26, 1996 between
the Company and Bank 21 (formerly The Farmers State
Bank)

4.5* Commercial Security Agreement dated August 26, 1996
between the Company and Bank 21 (formerly The Farmers
State Bank)

4.6** Promissory Note dated April 9, 1998 issued by the
Company to Bank 21 (formerly The Farmers Bank)

4.7** Negative Pledge Agreement dated April 9, 1998 between
the Company and Bank 21 (formerly The Farmers State
Bank)

4.8** Commercial Security Agreement dated April 9, 1998
between the Company and Bank 21 (formerly The Farmers
State Bank)

4.9 Specimen Rights Certificate, including Subscription Form,
as amended

4.10*** Specimen Certificate for Common Stock of Universal
Money Centers, Inc., as amended

4.11 Form of Instructions to Rights Certificate, as amended

4.12 Promissory Note dated February 1, 2000 issued by the Company to
First National Bank of Kansas (Incorporated by reference from
Exhibit 4.9 to the registrant's Quarterly Report on Form 10-QSB
for the quarter ended April 30, 2000).

II-5

5.1 Opinion and Consent of Morrison & Hecker, L.L.P.

10.1* Agreement dated August 15, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson

10.2* Addendum dated August 29, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson

10.3* Letter Agreement dated June 12, 1997 between the Company and
Funding

10.4* Master Equipment Lease Agreement dated October 18, 1996
between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.5* Master Equipment Lease Agreement Schedule dated December 30,
1996, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.6* Master Equipment Lease Agreement Schedule dated October 30,
1996, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.7* Master Equipment Lease Agreement Schedule dated February 28,
1997, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.8 Master Lease Agreement dated February 28, 1998 between the
Company and Diebold Credit Corporation (Incorporated by
reference from Exhibit 10.8 to the registrant's Quarterly Report
on Form 10-QSB for the quarter ended April 30, 1998).

10.9 Lease Schedule dated April 20, 1998 between the Company and
Diebold Credit Corporation (Incorporated by reference from
Exhibit 10.9 to the registrant's Quarterly Report on Form 10-QSB
for the quarter ended April 30, 1998).

10.10 Assignment and Delegation dated September 25, 1998 among the
Company, as assignor, Diebold Incorporated, as seller, and
Diebold Credit Corporation, as assignee (Incorporated by
reference from Exhibit 10.10 to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended October 31, 1998).

10.11 Master Lease Agreement dated November 20, 1998 between the
Company and Dana Commercial Credit (Incorporated by reference
from Exhibit 10.11 to the registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).

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10.12 Master Lease Agreement dated January 18, 1999 between the
Company and Dana Commercial Credit (Incorporated by reference
from Exhibit 10.12 to the registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).

10.13 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit (Incorporated by reference from Exhibit 10.1
to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended July 31, 1999).

10.14 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit (Incorporated by reference from Exhibit 10.2
to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended July 31, 1999).

10.15 Lease Schedule No. 4, dated October 1, 1999 and accepted
October 31, 1999, to the Master Lease Agreement dated January
18, 1999 between the Company and Dana Commercial Credit
(incorporated by reference from Exhibit 10.2 to the
registrant's Current Report on Form 8-K dated October 31,
1999).

10.16 Agreement for Assignment of ATM Space Leases dated January 14,
2000 between the Company and Nationwide Money Services, Inc.
(incorporated by reference from Exhibit 10.16 to the
registrant's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2000).

10.17 ATM Sublease January 14, 2000 among Nationwide Money Service,
Inc., the Company and Dana Commercial Credit Corporation
(incorporated by reference from Exhibit 10.17 to the
registrant's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2000).

10.18 Lease Schedule No. 5 dated March 30, 2000 to Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation (incorporated by reference from
Exhibit 10.18 to the registrant's Quarterly Report on Form
10-QSB for the quarter ended April 30, 2000).

21* Subsidiaries of the Registrant

23.1 Consent of Baird, Kurtz & Dobson

23.2 Consent of Morrison & Hecker L.L.P. (included in Exhibit 5.1)

24*** Powers of Attorney

99.1 Form of Letter to Shareholders regarding Rights Offering,
as amended

99.2 Form of Letter to Brokers regarding Rights Offering, as amended

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99.3 Form of Letter from Brokers to Clients regarding Rights
Offering, as amended

* Incorporated by reference from the exhibit to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended January 31, 1998 which bears the same
exhibit number.

** Incorporated by reference from the exhibit to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended April 30, 1998 which bears the same
exhibit number.

*** Previously filed as an exhibit

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