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 April 30, 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 of other jurisdiction         (I.R.S. Employer Identification No.)
       of 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 June 8, 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

                                          April 30, 2001    January 31, 2001
                                          --------------    ----------------
                                           (Unaudited)
CURRENT ASSETS
Cash                                        $67,486            $580,248
   Accounts receivable - trade, less
      allowance for doubtful accounts:
      $98,238 at April 30 and
      January 31, 2001                      226,008             282,132
   Note receivable - affiliate              714,415             194,415
   Prepaid expenses and other                86,757              48,226
   Interest receivable - affiliate            6,060                  --
                                          ---------           ---------
                Total Current Assets      1,100,726           1,105,021
                                          ---------           ---------

PROPERTY AND EQUIPMENT, At cost
   Equipment                              4,977,062           5,002,755
   Leasehold improvements                     2,650               2,650
   Vehicles                                  11,434              11,434
                                          ---------           ---------
                                          4,991,146           5,016,839
   Less accumulated depreciation          2,745,950           2,593,596
                                          ---------           ---------
                                          2,245,196           2,423,243
                                          ---------           ---------

OTHER ASSETS
   Deferred income taxes                    375,000             375,000
   Prepaid Rent                              62,814              72,237
   Other                                     37,266              39,266
                                             ------            --------
                                            475,080             486,503
                                            -------            --------


                                         $3,821,002          $4,014,767
                                         ==========          ==========



See Notes to Condensed Consolidated Financial Statements (Unaudited)


                                       3

<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                          April 30, 2001    January 31, 2001
                                          --------------    ----------------
                                           (Unaudited)
CURRENT LIABILITIES
   Current maturities of long-term debt
     and capital lease obligations          $412,098           $418,295
   Accounts payable                          543,152            586,437
   Accounts payable--affiliate                77,188             24,366
   Accrued expenses                           79,935            182,366
                                           ---------          ---------
            Total Current Liabilities      1,112,373          1,211,464
                                           ---------          ---------

LONG-TERM DEBT AND CAPITAL LEASE             793,877            895,104
OBLIGATIONS                                ---------          ---------

STOCKHOLDERS' EQUITY
   Common stock; no par value; $.01
     stated value; 40,000,000 shares
     authorized; issued April 30 and
     January 31, 2001 - 4,082,378
     shares and 4,057,378 shares,
     respectively                             40,824             40,574
   Additional paid-in capital             19,752,044         19,742,294
   Retained earnings (deficit)           (16,215,808)       (16,212,361)
                                         ------------       ------------
                                           3,577,060          3,570,507
   Less treasury stock, at cost; common;
      27,916 shares                       (1,662,308)        (1,662,308)
                                          -----------       ------------
                                           1,914,752          1,908,199
                                          -----------       ------------


                                          $3,821,002         $4,014,767
                                          ==========        ============

See Notes to Condensed Consolidated Financial Statements (Unaudited)


                                       4

<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED APRIL 30, 2001 AND 2000

                                   (UNAUDITED)

                                              2001             2000
                                              ----             ----

NET REVENUES                              $2,157,416         $1,928,358

COST OF REVENUES                           1,732,939          1,526,965
                                          ----------         ----------

GROSS PROFIT                                 424,477            401,393

OPERATING EXPENSES                           418,493            446,887
                                          ----------         ----------

INCOME (LOSS) FROM OPERATIONS                  5,984            (45,494)
                                          -----------       ------------

OTHER INCOME (EXPENSE)
   Interest income                            19,274             10,714
   Interest expense                          (28,704)           (38,728)
                                          -----------       ------------
                                              (9,430)           (28,014)

INCOME (LOSS) BEFORE INCOME TAXES             (3,446)           (73,508)
                                          -----------       ------------

NET INCOME (LOSS)                         $   (3,446)       $   (73,508)
                                           ==========        ===========


BASIC AND DILUTED EARNINGS (LOSS) PER     $    (.001)       $     (.037)
SHARE                                      ===========       ===========




See Notes to Condensed Consolidated Financial Statements (Unaudited)


                                       5

<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED APRIL 30, 2001 AND 2000

                                   (UNAUDITED)

                                              2001              2000
                                              ----              ----

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                      $   (3,446)        $  (73,508)
   Items not requiring (providing) cash:
      Depreciation and amortization          176,620            191,868
      Common Stock issued as compensation     10,000                  -
   Changes in:                                                        -
      Accounts receivable                     50,064            (55,827)
      Prepaid expenses and other               1,672           (132,169)
      Accounts payable and accrued
      expenses                               (92,894)          (182,292)
                                          -----------        -----------
           Net cash provided by (used in)
           operating activities              142,016           (251,928)
                                          -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   (Increase) decrease in note receivable
   affiliate                                (520,000)           450,300
   Purchase of property and equipment        (28,697)          (280,031)
   Proceeds from sale of property and
   equipment                                   1,344
                                          -----------        -----------
           Net cash provided by (used in)
           investing activities             (547,353)           170,269
                                          -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments under long-term
     debt and capital lease obligations     (107,425)          (166,902)
   Proceeds from issuance of long-term
     debt                                          -            178,300
                                          -----------        -----------
           Net cash provided by (used in)
           financing activities             (107,425)            11,398
                                          -----------        -----------

DECREASE IN CASH                            (512,762)           (70,261)

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

CASH, END OF PERIOD                       $   67,486        $    48,730
                                          ==========        ============



See Notes to Condensed Consolidated Financial Statements (Unaudited)


                                       6

<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED APRIL 30, 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 April 30, 2001, and the
consolidated results of its operations and cash flows for the periods ended
April 30, 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 fiscal year ended January 31, 2001.

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 April 30, 2001, a total of
25,000 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. 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 April 30, 2001, the network consisted of approximately
416 ATMs owned by the Company and its affiliate, Universal Funding Corporation
("Funding"), 102 ATMs owned by banks and 80 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. The Company also
has ATMs in K-Mart stores in Illinois. 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, 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 debt 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


                                       8

<PAGE>


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 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 Ended April 30, 2001
and April 30, 2000.

      Revenues. The Company's total revenues increased to $2,157,416 for the
three months ended April 30, 2001 ("first quarter 2002") from $1,928,358 for the
three months ended April 30, 2000 ("first 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 595 in first quarter 2002 from 523 in first
quarter 2001. Surcharge fees increased to $1,388,212 or 64.3% of total revenues
in first quarter 2002 from $1,281,074 or 66.4% of total revenues in first
quarter 2001. The increase in total revenues is also partially due to an
increase in the number of ATMs in the Company's network from 527 in first
quarter 2001 to 598 in first 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 $652,366
in first quarter 2002 from $469,356 in first quarter 2001. Revenues
received/expenses incurred from Funding under a Management Agreement between the
Company and Funding decreased to $(47,532) in first quarter 2002 from $(13,254)
in first quarter 2001. See "--Revenues from/Payments to Funding" below. The
Company's revenues from network services provided to banks and third parties
decreased to $164,370 in first quarter 2002 from $191,182 in first quarter 2001.
This decrease was caused primarily because of the reduction of billings to one
user.

                                       9

<PAGE>


      Revenues from/Payments to 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 April
30, 2001 and 2000, Funding had vault cash located in approximately 218 and 247
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 loss suffered by the Company from Funding under the Management
Agreement was $47,532 in first quarter 2002, equal to Funding's "net loss" under
the Management Agreement for the same period. Funding's "net loss" of $47,532
consisted of $178,762 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $220,224 and Funding's return on equity
payment to shareholders of Funding in the amount of $6,070. The loss suffered by
the Company from Funding under the Management Agreement was $13,254 in first
quarter 2001, equal to Funding's "net loss" under the Management Agreement for
the same period. Funding's "net loss" of $13,254 consisted of $259,418 in
revenues from interchange fees earned by Funding, less Funding's expenses in the
amount of $266,534 and Funding's return on equity payment to shareholders of
Funding in the amount of $6,138.

      The revenues earned by Funding from interchange fees declined in first
quarter 2002 from first 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. The increase in Funding's expenses in first quarter 2002 from first
quarter 2001 was caused principally by higher armored security charges. For
additional information, see 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."

      Cost of Revenues. The Company's cost of revenues increased to $1,732,939
in first quarter 2002 from $1,526,965 in first quarter 2001. 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 higher
vault cash rental costs and increased interchange and surcharge rebates,
operational salaries and telecommunications expenses. Rebates increased to
$675,837 in first quarter 2002 from $610,503 in first quarter 2001.

      Gross Margin. Gross profit as a percentage of revenues was 19.7% in first
quarter 2002 and 20.8% in first quarter 2001. The decrease in first quarter 2002
was caused by a number of factors, including lower revenues from Funding,
increased interchange and surcharge rebates (due to increased competition) and
increased personnel expense and telecommunications charges resulting from growth
in the ATM network.

      Operating Expenses.  The Company's total operating expenses decreased to
$418,493 in first quarter 2001 from $446,887 in first quarter 2001.  The
principal components of operating expenses are


                                       10
<PAGE>


administrative salaries and benefits, professional fees, occupancy costs, sales
and marketing expenses and administrative expenses. This decrease is principally
attributable to lower professional fees and lower bad debt expense write-offs.

      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 $19,274 in first quarter 2002 from $10,714 in first quarter 2001 as a result
of higher average outstanding balances.

      Interest Expense. Interest expense decreased to $28,704 in first quarter
2002 from $38,728 in first quarter 2001. This decrease was attributable to
decreased capital lease obligations and notes payable.

      Net Income or Loss Before Taxes. The Company had a net loss before taxes
of $3,446 during the three months ended April 30, 2001 compared to a net loss
before taxes of $73,508 during the three months ended April 30, 2000 as a result
of the factors discussed above.

      Income Taxes. The Company paid no income taxes for first quarters 2001 and
2002 as a result of the loss. The Company has a deferred tax asset net recorded
(net evaluation allowance) of $375,000, which is an estimate of the amount that
will be realized through future taxable income. The amount of the deferred tax
asset could be increased or reduced in the near term if estimates of future
taxable income change. As of April 30, 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 $1,970,000, which expire between 2005 and 2021.

Liquidity and Capital Resources

      At April 30, 2001, the Company had a working capital deficit of $11,647
compared to a working capital deficit of $106,443 at January 31, 2001. The ratio
of current assets to current liabilities increased to .99 at April 30, 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 $142,016 in first quarter 2002 and
used net cash of $251,928 in first quarter 2001. Net cash provided by operating
activities in first quarter 2002 consisted primarily of depreciation and
amortization of $176,620, a decrease in accounts receivable of $50,064 and the
issuance of $10,000 of common stock as compensation. This was partially offset
by a decrease in accounts payable of $92,894 and an increase in prepaid expenses
and other of $1,672. Net cash used in investing activities was $547,353 in
first quarter 2002, compared to net cash provided by investing activities of
$170,269 in first quarter 2001. The net cash used in investing activities
resulted primarily from a increase in loans to Funding to provide vault cash.
Net cash used in financing activities was $107,425 in first quarter 2002,
compared to net cash provided by financing activities of $11,398 in first
quarter 2001. This difference occurred because the Company did not enter into
any additional capital leases or long-term debt obligations in the first quarter
2002. The Company had cash and cash equivalents of $67,486 at April 30, 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 April 30, 2001 and 2000, Funding had vault cash of
approximately $2,400,000 and $2,600,000, respectively, located in approximately
218 and 247 ATMs, respectively, owned by the Company. Universal Funding borrows
the


                                       11

<PAGE>


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 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 April 30, 2001 was
$714,415 and at April 30, 2000 was $200,000. See "Comparison of Results of
Operations for the Three Months Ended April 30, 2001 and April 30,
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 April 30, 2001, the Company
was renting approximately $2,100,000 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 $820,000 was
outstanding as of April 30, 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
$550,000 under the arrangement with Humboldt Bank as of April 30, 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 $1,500,000 was outstanding as
of April 30, 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.

      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


                                       12

<PAGE>


or more sources of vault cash funding could have a material adverse effect on
the Company's business, results of operations and financial condition.

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 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 50 ATMs as of April 30, 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;


                                       13
<PAGE>


      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 outcome of the litigation filed by Dave Windhorst, a former
           employee, and the outcome of the claim by Wilmington Savings Fund
           Society;

      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.

                           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 April 30, 2001.



                                       14
<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:  June 14, 2001           By: /s/ David S. Bonsal
                                   ------------------------------------------
                                    David S. Bonsal
                                    Chairman of the Board
                                    and Chief Executive Officer


Date:  June 14, 2001           By: /s/ John L. Settles
                                   ------------------------------------------
                                    John L. Settles
                                    President
                                    (Principal Financial and Accounting Officer)



                                       15
<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.

      Executive Compensation Plans and Arrangements filed pursuant to Item 13(a)
of Form 10-KSB: Exhibits 10.19 and 10.20.

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)


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<PAGE>


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 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



                                       17
<PAGE>


           10.16 to the registrant's Quarterly Report on Form 10-QSB for the
           quarter ended April 30, 2000).

10.17      ATM Sublease January14, 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.




                                       18