UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------

                                   FORM 10-QSB

(Mark one)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended July 31, 2001

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from                 to
                                     ---------------    -----------

      Commission file number 1-8460


                         UNIVERSAL MONEY CENTERS, INC.
       (Exact name of small business issuer as specified in its charter)


            Missouri                                   43-1242819
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)



6800 Squibb Road, Mission, Kansas 66202

                   (Address of principal executive offices)


                                 (913) 831-2055
                           (Issuer's telephone number)

      Check whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No __

          Number of shares outstanding of each of the issuer's classes of common
     equity as of September 12, 2001: 4,157,378 shares of Common Stock, $.01 par
     value per share

           Transitional Small Business Disclosure Format:   Yes __    No  X
                                                                          -



<PAGE>


NOTE CONCERNING FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements involve risks and uncertainties
that may cause actual results to differ materially from those in such
statements. See Part I, Item 2 "Management's Discussion and Analysis or Plan of
Operation - Cautionary Statement Concerning Forward-Looking Statements" for
additional information and factors to be considered with respect to
forward-looking statements.



                                        2


<PAGE>





Item 1.  Financial Statements

                          UNIVERSAL MONEY CENTERS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS





                                     ASSETS


                                                         July 31,   January 31,
                                                           2001        2001
                                                           ----        ----
                                                       (Unaudited)

CURRENT ASSETS
   Cash                                                  $164,581    $580,248
   Accounts receivable - trade, less allowance for
      doubtful accounts:  $127,238 and $98,238
      at July 31 and January 31, 2001, respectively       158,774     282,132
   Note receivable - affiliate                            764,415     194,415
   Prepaid expenses and other                             106,171      48,226
   Interest receivable - affiliate                          7,462          --
                                                          -------     -------
           Total Current Assets                         1,201,403   1,105,021
                                                        ---------   ---------

PROPERTY AND EQUIPMENT, At cost
   Equipment                                            5,009,392   5,002,755
   Leasehold improvements                                   2,650       2,650
   Vehicles                                                11,434      11,434
                                                          -------     -------
                                                        5,023,476   5,016,839
   Less accumulated depreciation                        2,912,105   2,593,596
                                                        ---------   ---------
                                                        2,111,371   2,423,243
                                                        ---------   ---------

OTHER ASSETS
   Deferred income taxes                                  375,000     375,000
   Prepaid Rent                                            53,392      72,237
   Other                                                   36,266      39,266
                                                          -------     -------
                                                          464,658     486,503
                                                          -------     -------

                                                       $3,777,432  $4,014,767
                                                       ==========  ==========



                                       3
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS




                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                        July 31,     January 31,
                                                          2001          2001
                                                          ----          ----
                                                      (Unaudited)

CURRENT LIABILITIES
   Current maturities of long-term debt and
      capital lease obligations                         $398,928      $418,295
   Accounts payable                                      549,707       586,437
   Accounts payable--affiliate                            55,288        24,366
   Accrued expenses                                       74,946       182,366
                                                        --------      --------
           Total Current Liabilities                    1,078,869    1,211,464
                                                        ---------    ---------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS              697,624      895,104
                                                        ---------    ---------

STOCKHOLDERS' EQUITY
   Common stock; no par value; $.01
      stated value; 40,000,000 shares
      authorized; issued July 31, 2001 -
      4,107,378 shares; January 31, 2001
      - 4,057,378 shares                                   41,074       40,574
   Additional paid-in capital                          19,761,794   19,742,294
   Retained earnings (deficit)                        (16,139,621  (16,212,361)
                                                      -----------  ------------
                                                        3,663,247    3,570,507
   Less treasury stock, at cost; common;
      27,916 shares                                    (1,662,308)  (1,662,308)
                                                       ----------   -----------
                                                        2,000,939    1,908,199
                                                        ---------    ----------





                                                       $3,777,432   $4,014,767
                                                       ==========   ==========


                                       4
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    SIX MONTHS ENDED JULY 31, 2001 AND 2000

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                              Three Months Ended July 31,     Six Months Ended July 31,
                                                 2001             2000           2001         2000
                                                 ----             ----           ----         ----

<S>                                           <C>            <C>             <C>          <C>
NET REVENUES                                  $ 2,416,768    $ 2,074,234     $ 4,574,184  $ 4,002,592

COST OF REVENUES                                1,872,805      1,558,529       3,605,744    3,085,494
                                              ------------   ------------    ------------ ------------

GROSS PROFIT                                      543,963        515,705         968,440      917,098

OPERATING EXPENSES                                463,973        425,484         882,466      872,371
                                              ------------   ------------    ------------ ------------

INCOME FROM OPERATIONS                             79,990         90,221          85,974       44,727
                                              ------------   ------------    ------------ ------------

OTHER INCOME (EXPENSE)
    Interest income                                22,526          7,134          41,800       17,848
    Interest expense                              (26,330)       (36,867)        (55,034)     (75,595)
                                              ------------   ------------    ------------ ------------
                                                   (3,804)       (29,733)        (13,234)     (57,747)
                                              ------------   ------------    ------------ ------------

INCOME (LOSS) BEFORE INCOME TAXES                  76,186         60,488          72,740      (13,020)

PROVISION FOR INCOME TAXES                             -             -               -            -
                                              ------------   ------------    ------------ ------------

NET INCOME (LOSS)                             $     76,186    $   60,488      $   72,740   $  (13,020)
                                              ============    ===========     ===========  ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
                                              $      0.019    $    0.031      $    0.018   $   (0.007)
                                              ============    ===========     ===========  ===========


WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                        4,063,067     1,976,066       4,050,871    1,970,422
                                               ============    ===========     ===========  ===========
</TABLE>

                                       5
<PAGE>


                          UNIVERSAL MONEY CEN TERS, INC.

                      CONSOLIDATED STATEMENTS  OF CASH FLOWS

                    SIX MONTHS ENDED JULY 31,  2001 AND 2000

                                   (UNAUDITED)

                                                          2001         2000
                                                        --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                    $  72,740     $(13,020)
  Items not requiring cash:
    Depreciation and amortization                        356,244      376,410
    Common stock issued as compensation                   20,000       20,000
  Changes in:
    Accounts receivable                                  115,896      (31,217)
    Prepaid expenses and other                           (33,409)    (137,930)
    Accounts payable and accrued expenses               (113,228)    (176,861)
                                                       ----------   ----------
       Net cash provided by operating activities         418,243       37,382
                                                       ----------   ----------


CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) decrease in note receivable-affiliate      (570,000)     424,465
  Purchase of property and equipment                     (48,407)    (366,282)
  Proceeds from sale of property and equipment             1,344            0
                                                       ----------   ----------
       Net cash provided by (used in)
         investing activities                           (617,063)      58,183
                                                       ----------   ----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of long-term debt                            178,300
  Principal payments under long-term debt and
    capital lease obligations                           (216,847)    (281,519)
                                                       ----------   ----------
       Net cash (used in) financing activities          (216,847)    (103,219)
                                                       ----------   ----------


DECREASE IN CASH                                        (415,667)      (7,654)

CASH, BEGINNING OF PERIOD                                580,248      118,991
                                                       ----------   ----------

CASH, END OF PERIOD                                    $ 164,581    $ 111,337
                                                       ==========   ==========

NONCASH INVESTING AND FINANCING ACTIVITIES

      Capital lease obligations incurred for
        equipment                                      $       0    $ 141,750
                                                       ==========   ==========

                                       6
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  SIX MONTHS ENDED JULY 31, 2001 (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

      In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of July 31, 2001, and the
consolidated results of its operations and cash flows for the six month periods
ended July 31, 2001 and 2000. The results of operations for the periods are not
necessarily indicative of the results to be expected for the full year. The
balance sheet as of January 31, 2001 has been derived from the audited balance
sheet of the Company as of that date.

      Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These condensed,
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended January 31, 2001, filed
with the Securities and Exchange Commission.

NOTE 2:  STOCK TRANSACTIONS

      At the Company's annual meeting on June 6, 2000, the shareholders approved
a 1:20 reverse stock split which became effective in July 2000. The number of
shares of common stock shown in the accompanying balance sheet are stated after
giving effect to the reverse stock split.

      On September 25, 2000, the Company issued 2,014,809 shares of common stock
in connection with a rights offering and raised $770,924 of capital, after
payment of offering expenses of $35,000.

      During the fiscal year ended January 31, 2001, the Company's Board
approved restricted common stock awards of common stock to two key employees
(50,000 shares each). The fair value of the restricted common stock was
approximately $40,000 at the grant date. Compensation expense will be recognized
by the Company as the shares vest. The shares vest in four equal installments at
the end of each calendar quarter of 2002. As of July 31, 2001, a total of 50,000
shares have vested. In connection with this incentive compensation, the Company
will provide a cash bonus to the recipients to offset their tax liability.

NOTE 3:  LITIGATION

      On June 5, 2000, a former officer and employee filed an action against the
Company in federal court for unpaid severance compensation and issuance of
common stock for past services rendered. In July 2000, the Company issued 50,000
shares of common stock and recorded compensation expense of $20,000 in response
to this claim. The employee voluntarily dismissed the action and refiled it in
state court in August 2000. The parties are currently conducting discovery.
Management and legal counsel believe that the Company has reasonable defenses to
this action. The amount of ultimate loss, if any, could differ materially from
these estimates.

      On March 2, 2001, a vault cash provider, Wilmington Savings Fund Society,
filed a claim against the Company for $202,555, due to the provider's armored
car service filing bankruptcy. The armored car service was in possession of
approximately $200,000, which was destined for the Company's ATMs or picked up
from those ATMs. Such currency was provided by the Company's vault cash
provider. Management and legal counsel believe that the currency held by the
armored car service in trust may be specifically identifiable and in such event
would be recoverable. In addition, management and legal counsel believe that any
losses incurred will be covered by applicable risk property insurance.


                                        7
<PAGE>


Item 2.   Management's Discussion and Analysis or Plan of Operation Overview

      Universal Money Centers, Inc. (the "Company") operates a network of
automated teller machines ("ATMs"). The ATMs provide holders of debit and credit
cards access to cash, account information and other services at convenient
locations and times. At July 31, 2001, the network consisted of approximately
433 ATMs owned by the Company, 104 ATMs owned by banks and 78 ATMs owned by
third party merchants. ATMs in the Company's network are principally installed
in 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. Other ATMs are located in California, Colorado, Florida, Maryland, New
Mexico, North Carolina, Ohio, Oklahoma, and Pennsylvania.

      To promote usage of ATMs in its network, the Company has 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 in ATMs operated by another member of the organization to process a
transaction. The Company has relationships with Cirrus and Plus, the two
principal national card organizations, and Star, the dominant card organization
in its markets. Each of these organizations consist of members who are banks,
ATM network operators and other companies sponsored by member banks. The Company
also has relationships with major credit card issuers such as Visa, MasterCard
and Discover which enable the holder of a credit card to use ATMs in the
Company's network to process a transaction.

      The Company's revenues are principally derived from two types of fees,
which the Company charges for processing transactions on its ATM network. The
Company receives an interchange fee from the issuer of the credit or debit card
for processing a transaction when a cardholder uses an ATM in the Company's
network. In addition, in most cases the Company receives a surcharge fee from
the cardholder when the cardholder makes a cash withdrawal from an ATM in the
Company's 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 the
Company's network. The maximum amount of the interchange fees is established by
the national and regional card organizations and credit card issuers with which
the Company has a relationship. The Company (or its affiliate, Universal Funding
Corporation ("Funding")) receives the full interchange fee for transactions on
Company owned ATMs, but sometimes rebates a portion of the fee to the owner of
the ATM location under the applicable lease for the ATM site. The Company also
receives the full interchange fee for transactions on ATMs owned by banks or
third party vendors included within the Company's network, but rebates a portion
of each fee to the bank or third party vendor based upon negotiations between
the parties. The interchange fees received by the Company 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 the Company 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 the Company's
network range from zero to as much as $2.50 per transaction. The Company does
not receive any portion of the service fees charged by the card issuer to the
cardholder.

      In most markets the Company imposes a surcharge fee for cash withdrawals.
The Company expanded its practice of imposing surcharge fees in April 1996 when
national debit and credit card organizations changed rules applicable to their
members to permit these fees. Subsequently, surcharge fees have been a
substantial additional source of revenue for the Company and other ATM network
operators. The surcharge fee for ATMs in the Company's network owned by or
located in banks ranges between $0.50 and $1.50 per withdrawal. The surcharge
fee for other ATMs in the Company's network ranges between $0.50 and $2.50 per
withdrawal. The Company receives the full surcharge fee for transactions on
Company owned ATMs, but sometimes rebates a portion of the fees to the owner of
the ATM location under the applicable lease for the ATM site. The Company also
receives the full surcharge


                                       8
<PAGE>


fee for transactions on ATMs owned by banks and third party vendors included
within the Company's network, but rebates 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. The Company's
profitability is substantially dependent upon the imposition of surcharge fees.
Any changes in laws or card association rules materially limiting the Company's
ability to impose surcharge fees would have a material adverse effect on the
Company.

      In addition to revenues derived from interchange and surcharge fees, the
Company also derives revenues from providing network management services to
banks and third parties owning ATMs included in the Company's 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. The Company has also begun to earn revenues for
processing debit card transactions for its bank customers. Consumers use debit
cards to make purchases from merchants, with the amount of the purchase
automatically deducted from their checking accounts. The Company earns a small
surcharge for each debit card transaction processed by it for its bank
customers. The Company does not earn a fee for transactions processed for banks
that are not its customers. See Annual Report on Form 10-KSB for fiscal year
ended January 31, 2001--Item 6, "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION--Overview."

      Interchange fees are credited to the Company by networks and credit card
issuers on a periodic basis which is generally either daily or monthly depending
upon the party. Surcharge fees are charged to the cardholder and credited to the
Company by networks and credit card issuers on a daily basis. The Company
periodically rebates the portion of these fees owed to ATM owners and owners of
ATM locations. Fees for network management services are generally paid to the
Company on a monthly basis.

Comparison of Results of Operations for the Three Months and Six Months Ended
July 31, 2001 and July 31, 2000.

      Revenues. The Company's total revenues increased to $2,416,768 for the
three months ended July 31, 2001 from $2,074,234 for the three months ended July
31, 2000 and increased to $4,574,184 for the six months ended July 31, 2001
("second quarter 2002") from $4,002,592 for the six months ended July 31, 2000
("second quarter 2001"). This increase is primarily attributable to an increase
in the number of ATMs in the Company's network on which the Company imposed
surcharge fees for cash withdrawals. The number of such ATMs increased to 612 in
second quarter 2002 from 545 in second quarter 2001. Surcharge fees increased to
$1,511,607 or 62.5% of total revenues for the three months ended July 31, 2001
from $1,397,679 or 67.4% of total revenues for the three months ended July 31,
2000. Surcharge fees increased to $2,899,819 or 63.4% of total revenues for the
six months ended July 31, 2001 from $2,678,753 or 66.9% of total revenues for
the six months ended July 31, 2000. The increase in total revenues is also
partially due to an increase in the number of ATMs in the Company's network,
from 549 in second quarter 2001 to 615 in second quarter 2002. The increase in
the number of ATMs resulted in an increase in the number of transactions
processed on ATMs in the Company's network. Revenues derived from interchange
fees increased to $730,497 for the three months ended July 31, 2001 from
$520,305 for the three months ended July 31, 2000, and increased to $1,382,863
for the six months ended July 31, 2001 from $989,661 for the six months ended
July 31, 2000. Expenses incurred from Funding under a Management Agreement
between the Company and Funding were $9,350 for the three months ended July 31,
2001 and $56,882 for the six months ended July 31, 2001 compared with revenues
received from Funding of $35,669 for the three months ended July 31, 2000 and
$22,415 for six months ended July 31, 2000. See "--Revenues from Funding" below.
The Company's revenues from network management services provided to banks and
third parties increased to $184,014 for the three months ended July 31, 2001
from $120,581 for the three months ended July 31, 2000 and $348,384 for the six
months ended July 31, 2001 from $311,763 for the six months ended July 31, 2000.

      Revenues from Funding.  The Company has a relationship with its
affiliate, Funding under which Funding provides vault cash for certain ATMs
owned by the Company. At the request of Funding, the Company leases all of
these ATMs to Funding so that Funding may protect its vault cash in the ATMs.
At


                                       9
<PAGE>


July 31, 2001 and 2000, Funding had vault cash located in approximately 221 and
272 ATMs, respectively, owned by the Company.

      The Company derives management fees from Funding pursuant to a Management
Agreement between Funding and the Company. Under the Management Agreement,
Funding receives all interchange fees for transactions processed on ATMs owned
by the Company for which Funding provides vault cash. In exchange for "driving"
the ATMs leased to Funding and providing accounting, maintenance and
communication services, the Company receives a management fee equal to Funding's
"net income." 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 Funding's shareholders representing a return on their equity
investment in Funding. If Funding's "net income" is less than zero (a "net
loss"), the Company reimburses Funding for such amount.

     The losses suffered by the Company from Funding under the Management
Agreement were ($9,350) and ($56,882) for the three months and six months ended
July 31, 2001. These expenses equal Funding's "net loss" under the Management
Agreement for the same period. Funding's "net loss" of ($9,350) for the three
months ended July 31, 2001 consisted of $205,321 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $208,396 and
Funding's return on equity payment to shareholders of Funding in the amount of
$6,275. Funding's "net loss" of ($56,882) for the six months ended July 31, 2001
consisted of $384,083 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $428,620 and Funding's return on equity
payment to shareholders of Funding in the amount of $12,345. The revenues
received by the Company from Funding under the Management Agreement were $35,669
and $22,415 for the three months and six months ended July 31, 2000. These
revenues equal Funding's "net income" under the Management Agreement for the
same period. Funding's "net income" of $35,669 for the three months ended July
31, 2000 consisted of $274,667 in revenues from interchange fees earned by
Funding, less Funding's expenses in the amount of $232,723 and Funding's return
on equity payment to shareholders of Funding in the amount of $6,275. Funding's
"net income" of $22,415 for the six months ended July 31, 2000 consisted of
$534,085 in revenues from interchange fees earned by Funding, less Funding's
expenses in the amount of $499,257 and Funding's return on equity payment to
shareholders of Funding in the amount of $12,413.

      The revenues earned by Funding from interchange fees declined in second
quarter 2002 from second quarter 2001, as a result of the reduction in the
number of ATMs and the level of performance for the ATMs for which Funding
provided vault cash. For additional information, see the Company's Annual Report
for Form 10-KSB for the fiscal year ended January 31, 2001, Item 1, "DESCRIPTION
OF BUSINESS--Relationship with Universal Funding Corporation."

      Cost of Revenues. The Company's cost of revenues increased to $1,872,805
and $3,605,744 for the three months and six months ended July 31, 2001
respectively, from $1,558,529 and $3,085,494 for the three months and six months
ended July 31, 2000, respectively. 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. This increase is
principally due to an increase in interchange and surcharge rebates paid to
third party owners of ATMs included in the Company's ATM network and to ATM site
owners. The increase is also attributable to higher vault cash rental costs,
operational salaries and increased telecommunications expenses associated with
the larger number of ATMs in the Company's network.

      Gross Margin. Gross profit as a percentage of revenues for the three
months and six months ended July 31, 2001 was 22.5% and 21.2%, respectively,
and for the three months and six months ended


                                       10
<PAGE>


July 31, 2000 was 24.9% and 22.9%, respectively. The decrease for the three
months and six months ended July 31, 2001 was caused by a number of factors,
including increased interchange and surcharge rebates and increased personnel
expense and telecommunications charges resulting from growth in the ATM network.

      Operating Expenses. The Company's total operating expenses increased to
$463,973 and $882,466 for the three months and six months ended July 31, 2001,
respectively, from $425,484 and $872,371 for the three months and six months
ended July 31, 2000, respectively. 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 in connection
with losses due to ATMs placed at Kmart stores.

      Interest Income. Through its subsidiary, Electronic Funds Transfer, Inc.
("EFT), the Company extends short-term loans to Funding, which uses the proceeds
to provide vault cash for ATMs in the Company's network which are funded by
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 Funding to
the Company on the outstanding balance of these loans. Interest income increased
to $22,526 and $41,800 for the three months and six months ended July 31, 2001,
respectively, from $7,134 and $17,848 for the three months and six months ended
July 31, 2000, respectively, as a result of higher average outstanding balances.

      Interest Expense. Interest expense decreased to $26,330 and $55,034 for
the three months and six months ended July 31, 2001, respectively, from $36,867
and $75,595 for the three months and six months ended July 31, 2000,
respectively. This decrease was attributable to decreased capital lease
obligations and notes payable.

     Net Income or Loss before Taxes. The Company had net income of $60,488 or
$0.031 per share for the three months ended July 31, 2000, compared to net
income of $76,186 or $0.019 per share for the three months ended July 31, 2001.
The Company had net loss of $13,020 or $0.007 per share for the six months ended
July 31, 2000, compared to net income of $72,740 or $0.018 per share for the six
months ended July 31, 2001. The net income in the six months ended July 31, 2001
resulted principally for the reasons discussed above.

      Income Taxes. The Company paid no income taxes for the six months ended
July 31, 2001 and for three months ended July 31, 2001, utilizing operating loss
carryforwards to reduce taxable income to zero. The Company paid no income tax
for the six months ended 2000 as a result of a loss. The Company paid no income
tax for three months ended July 31, 2000, utilizing operating loss carryforwards
to reduce taxable income to zero. In addition, the Company has recorded a
deferred tax credit of $375,000 at January 31, 2001 and July 31, 2001, 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
2012. Realization is dependent on generating sufficient future taxable income to
absorb the carryforwards. The amount of the deferred tax credit considered
realizable could be increased or reduced in the near term if estimates of future
taxable income during the carryforward period change. As of July 31, 2001, the
Company had approximately $46,000 of tax credits available to offset future
federal income taxes. These credits expire in calendar year 2002. The Company
also has unused operating loss carryforwards of approximately $1,900,000, which
expire between 2005 and 2021.

Liquidity and Capital Resources

      At July 31, 2001, the Company had working capital of $122,534, compared to
a working capital deficit of $106,443 at January 31, 2001. The ratio of current
assets to current liabilities increased to 1.11 at July 31, 2001 from .91 at
January 31, 2001.

      The Company has funded its operations and capital expenditures from cash
flow generated by operations, capital leases and borrowings from lenders.
Operating activities provided net cash of $418,243 for the six months ended July
31, 2001 and $37,382 for the six months ended July 31, 2000.


                                       11
<PAGE>


Net cash provided by operating activities for the six months ended July 31, 2001
consisted primarily of net income of $72,740, depreciation of $356,244, a
decrease in accounts receivable of $115,986 and an increase in non-cash
compensation of $20,000, partially offset by an increase in prepaid expenses and
other assets of $33,409, and a decrease in accounts payable of $113,228. Net
cash used in investing activities was $617,063 for the six months ended July 31,
2001, compared to net cash provided by investing activities of $58,183 for the
six months ended July 31, 2000. The net cash used in investing activities
resulted primarily from a increase in loans to Funding to provide vault cash,
partially offset by an increase in purchases of plant and equipment (principally
ATMs) in connection with expansion. Net cash used in financing activities was
$216,847 for the six months ended July 31, 2001, compared to net cash used in
financing activities of $103,219 for the six months ended July 31, 2000. The
Company had cash and cash equivalents of $164,581 at July 31, 2001, compared to
cash and cash equivalents of $580,248 at January 31, 2001.

      Much of the Company's cash requirements relate to the need for vault cash
for ATMs owned by the Company. Funding currently provides vault cash for a
majority of these ATMs. At July 31, 2001 and 2000, Funding had vault cash of
approximately $2.5 million and $2.75 million, respectively, located in
approximately 221 and 272 ATMs, respectively, owned by the Company. Through its
subsidiary, EFT, the Company lends funds to Funding for vault cash to the extent
that Funding cannot obtain financing on reasonable terms from other sources and
to the extent that the Company has cash available to lend to Funding. The
outstanding balance of the loans made by EFT to Funding at July 31, 2001 was
$764,415 and at July 31, 2000 was $225,835. See "Comparison of Results of
Operations for the Three Months and Six Months Ended July 31, 2001 and July 31,
2000 - Revenues from Funding" and the Company's Annual Report on Form 10-KSB for
the fiscal year ended January 31, 2001, Item 1, "DESCRIPTION OF BUSINESS -
Relationship with Universal Funding Corporation." Certain of the ATMs owned by
the Company are sponsored by banks. Vault cash for these ATMs is supplied by the
sponsoring bank. Vault cash for ATMs in the Company's ATM network that are owned
by banks and third party vendors is provided by the ATM owner. Currently, the
Company does not directly provide vault cash to any ATMs in its network.

      In addition, the Company also rents vault cash directly from vault cash
providers to use in ATMs owned by the Company in its network. In June 1999, the
Company entered into a vault cash arrangement with Tehama Bank under which it
could obtain up to $3,000,000 in vault cash. As of July 31, 2001, the Company
was renting approximately $2,500,000 under the Tehama Bank arrangement. The
Tehama Bank arrangement has a one-year term, which automatically renewed in
June, 2001 and may be terminated by Tehama Bank at any time upon 60 days notice
or upon breach by the Company or the occurrence of certain other events. In
October 1999, the Company entered into an arrangement with Charter Bank allowing
it to obtain up to $5,000,000 in vault cash, of which approximately $870,000 was
outstanding as of July 31, 2001. The Charter Bank arrangement has a term of
three years and may be terminated by Charter Bank upon breach by the Company or
upon the occurrence of certain other events. In November 1999, the Company
entered into a vault cash arrangement with Humboldt Bank under which it could
obtain up to $1,000,000 in vault cash. The Company had obtained approximately
$726,000 under the arrangement with Humboldt Bank as of July 31, 2001. The
Humboldt Bank arrangement has a term of one year, which automatically renewed in
November, 2000 and may be terminated by Humboldt Bank upon breach by the Company
or upon the occurrence of certain other events. Humbolt Bank acquired Tehama
Bank early in calendar year 2001. In August, 2000, the Company entered into an
arrangement with Wilmington Savings Fund Society allowing it to obtain up to
$3,000,000 in vault cash, of which approximately $2,100,000 was outstanding as
of July 31, 2001. The Wilmington Savings Fund Society arrangement has a one-year
term and may be terminated by Wilmington Savings Fund Society at any time upon
breach by us and upon the occurrence of certain other events. See Item 1,
Financial Statements - Note 3 "Litigation." Under each arrangement, 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, and must pay monthly "bank"
and insurance fees. In addition, the Company is required to maintain certain
amounts on deposit with each of these vault cash providers to secure repayment
of rented vault cash.


                                       12
<PAGE>


      Management believes that the anticipated cash flow from operations will
provide the capital resources necessary to meet the Company's current working
capital needs and existing capital expenditure obligations. The Company expects
that its capital expenditures will increase in the future to the extent that the
Company is able to pursue its strategy of expanding its 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, capital
leases, and additional borrowings, to the extent financing is available. There
can be no assurance that the Company will be able to obtain financing under a
credit facility on terms that are acceptable to the Company or at all. If any of
the Company's existing financing arrangements are terminated or if the Company
seeks additional funding to expand its ATM network, additional financing may not
be available when needed or may not be available on acceptable terms. In that
event, the Company's ability to maintain and expand its ATM network may be
adversely affected. The loss of one or more sources of vault cash funding could
have a material adverse effect on the Company's business, results of operations
and financial condition.

Subsequent Events

      Since July 31, 2001, the ATM management servicing contracts with six banks
have expired. A back office company provided back office services to these banks
and the Company provided ATM management services. Another back office processor
who has the capability to providing both back office services and ATM management
services recently bought the back office company and has taken over the ATM
management servicing for these six banks.

     Written contract with one operator of combination convenience stores and
gas stations at which the Company maintains 43 ATMs as of July 31, 2001 has
expired. However, the Company continues to provide ATM management services in
connection with these ATMs and will do so under an oral arrangement which may be
terminated at anytime.

Impact of Inflation and Changing Prices

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

Cautionary Statement Concerning Forward-Looking Statements

      Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act. These
statements are subject to risks and uncertainties, as described below.

      Examples of forward-looking statements include, but are not limited to:
(i) 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, (ii) statements of plans and objectives of the Company or
its management or Board of Directors, including plans or objectives relating to
the products or services of the Company, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying the statements
described in (i), (ii) and (iii). 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.

      Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. The Company's 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.

      There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not


                                       13
<PAGE>


identified herein could also have such an effect. Among the factors that could
cause actual results to differ materially from those discussed in the
forward-looking statements are the following:

      o    Changes in laws or card association rules affecting the Company's
           ability to impose surcharge fees, and continued customer willingness
           to pay surcharge fees;

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

      o    The ability of the Company to expand its ATM base and transaction
           processing business;

      o    The availability of financing at reasonable rates for vault cash and
           for other corporate purposes, including funding the Company's
           expansion plans;

      o    The ability of the Company to maintain its existing relationships
           with two operators of combination convenience stores and gas stations
           at which the Company maintains 43 and 51 ATMs as of July 31, 2001.

      o    The ability of the Company to keep its ATMs at other existing
           locations at reasonable rental rates and to place additional ATMs in
           preferred locations at reasonable rental rates;

      o    The extent and nature of competition from financial institutions,
           credit card processors and third party operators, many of whom have
           substantially greater resources than the Company;

      o    The ability of the Company to maintain its 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 the Company does not maintain
           insurance;

      o    The ability of the Company to develop new products and enhance
           existing products to be offered through ATMs, and the ability of the
           Company to successfully market these products;

      o    The ability of the Company to identify suitable acquisition
           candidates, to finance and complete acquisitions and to successfully
           integrate acquired assets and businesses into existing operations;

      o    The ability of the Company to retain senior management and other key
           personnel; and

      o    Changes in general economic conditions.

      Any forward-looking statement contained herein is made as of the date of
this document. The Company does not undertake to publicly update or correct any
of these forward-looking statements in the future.


                                       14
<PAGE>


      PART II - OTHER INFORMATION

Item 1     Legal Proceedings.

      For information regarding the Company's legal proceedings, see Part I,
Item 1 "Financial Statements--Note 3 to the Condensed Consolidated Financial
Statements (Unaudited)."

Item  6    Exhibits and Reports on Form 8-K.

      (a)  Exhibits
           --------

           The exhibits required by this item are listed in the Index to
Exhibits set forth at the end of this Form 10-QSB.

      (b)  Reports on Form 8-K
           -------------------

           The Company did not file any reports on Form 8-K during the quarter
ended July 31, 2001.


                                       15
<PAGE>



                                   SIGNATURES
                                   ----------


      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               UNIVERSAL MONEY CENTERS, INC.
                                  (Registrant)


Date: September 13, 2001       By: /s/ David S. Bonsal
                                  ---------------------------------
                                   David S. Bonsal
                                   Chairman of the Board
                                   and Chief Executive Officer



Date: September 13, 2001       By: /s/ John L. Settles
                                  ---------------------------------
                                   John L. Settles
                                    President
                                   (Principal Financial and Accounting Officer)



<PAGE>


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

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

3.1*       Articles of Incorporation of the Company, as amended

3.2**      Amended and Restated Bylaws of the Company

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****    Promissory Note dated February 1, 2000 issued by the Company to
           First National Bank of Kansas.

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)

<PAGE>


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 Corporation (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).

10.12      Master Lease Agreement dated January 18, 1999 between the Company and
           Dana Commercial Credit Corporation (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
           Corporation (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
           Corporation (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 Corporation (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).

<PAGE>


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).

10.19****  Restricted Stock Agreement dated January 12, 2001 between the
           Company and David S. Bonsal.

10.20****  Restricted Stock Agreement dated January 12, 2001 between the
           Company and Pamela A. Glenn.

21**       Subsidiaries of the Registrant

* Incorporated by reference from the exhibit to the registrant's Registration
Statement Pre-effective Amendment No. 1 on Form SB-2 filed on August 2, 2000
which bears the same exhibit number.

** 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.

**** Incorporated by reference from the exhibit to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31, 2001 which bears the
same exhibit number.