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, 1999

|_|   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 May 20, 1999:  39,293,069 shares of Common Stock, $.01 par value
per share.

      Transitional Small Business Disclosure Format:   Yes __    No  X


                                    Page - 1
<PAGE>


NOTE CONCERNING FORWARD-LOOKING STATEMENTS

      Certain statements  contained in this Quarterly Report on Form 10-QSB that
are not  statements of historical  fact  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.




























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<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                          UNIVERSAL MONEY CENTERS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                 April 30, 1999
                                                   (unaudited)  January 31, 1999
                                                 -------------- ----------------

   CURRENT ASSETS

   Cash                                             $ 405,035       $ 601,922

   Notes receivable - affiliate                       212,000              --

   Accounts receivable - trade, less allowance
      for doubtful accounts:  April 30, 1999 -
      $21,370; January 31, 1999 - $21,370              81,862          39,012

   Accounts receivable - affiliate                     37,314          35,064

   Inventories                                            300             300

   Prepaid expenses and other                           6,210          12,894

   Interest receivable - affiliate                      5,410           3,636
                                                   ----------     -----------
                     Total Current Assets             748,131         692,828
                                                   ----------     -----------
PROPERTY AND EQUIPMENT, At cost

   Equipment                                        3,611,083       3,453,071

   Leasehold improvements                             117,803         117,803

   Vehicles                                             9,722           9,722
                                                   ----------     -----------
                                                    3,738,608       3,580,596
   Less accumulated depreciation                    1,994,164       1,873,919
                                                   ----------     -----------
                     Total Property and Equipment   1,744,444       1,706,677
                                                   ----------     -----------
OTHER ASSETS

   Deferred income taxes                              375,000         375,000

   Other                                               30,531          30,531
                                                   ----------     -----------
                     Total Other Assets               405,531         405,531
                                                   ----------     -----------
                     Total Assets                  $2,898,106      $2,805,036
                                                   ==========     ===========




See Notes to Consolidated Financial Statements (Unaudited)


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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                 April 30, 1999
                                                   (unaudited)  January 31, 1999
                                                 -------------- ----------------

CURRENT LIABILITIES

   Current maturities of long-term debt and
     capital lease obligations                      $ 231,735       $ 314,606

   Accounts payable                                   453,418         313,319

   Accounts payable - affiliate                         1,261              --

   Accrued expenses                                   220,851         210,817
                                                    ---------       ---------
                     Total Current Liabilities        907,265         838,742
                                                    ---------       ---------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS          718,370         714,087
                                                    ---------       ---------

STOCKHOLDERS' EQUITY

   Common stock; no par value; $.01 stated value;
     $40,000,000 shares authorized; 39,851,380
     issued as of 04/30/99 and 01/31/99               398,514         398,514

   Additional paid-in capital                      18,593,430      18,593,430

   Retained earnings (deficit)                    (16,057,165)    (16,077,429)
                                                  ------------    ------------
                                                    2,934,779       2,914,515

   Less treasury stock, at cost; common stock
     558,311 shares as of 04/30/99 and 01/31/99    (1,662,308)     (1,662,308)
                                                  ------------    ------------
                     Total Stockholders' Equity     1,272,471       1,252,207
                                                  ------------    ------------

                     Total Liabilities and
                       Stockholders' Equity       $ 2,898,106     $ 2,805,036
                                                  ===========     ===========






See Notes to Consolidated Financial Statements (Unaudited)





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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



                                                  Three Months     Three Months
                                                      Ended            Ended
                                                 April 30, 1999   April 30, 1998
                                                 --------------   --------------

NET REVENUES                                     $   1,391,120     $  1,155,420

COSTS OF REVENUES                                      993,611          775,205
                                                 -------------     ------------

GROSS PROFIT                                           397,509          380,215

OPERATING EXPENSES                                     357,047          307,631
                                                 -------------     ------------

INCOME FROM OPERATIONS                                  40,462           72,584
                                                 -------------     ------------

OTHER INCOME (EXPENSE)
  Interest income                                       13,244            6,007
  Interest expense                                     (33,442)         (32,800)
  Other                                                      0                0
                                                 -------------     ------------
                                                       (20,198)         (26,793)
                                                 -------------     ------------

INCOME BEFORE INCOME TAXES                              20,264           45,791

INCOME TAX PROVISION (CREDIT)                               --               --
                                                 -------------     ------------
NET INCOME                                       $      20,264     $     45,791
                                                 =============     ============

BASIC AND DILUTED EARNINGS PER SHARE             $      0.0005     $     0.0012
                                                 =============     ============










See Notes to Consolidated Financial Statements (Unaudited)



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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

\
                                                  Three Months     Three Months
                                                      Ended            Ended
                                                 April 30, 1999   April 30, 1998
                                                 --------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                     $     20,264     $     45,791
    Items not requiring (providing) cash:
          Depreciation                                123,246          101,365
          Loss on disposal of property and
            equipment                                                       --
          Deferred income taxes                                             --
    Changes in:
          Accounts receivable                         (46,874)          23,065
          Inventories                                      --               --
          Prepaid expenses and other                    8,017          (20,903)
          Accounts payable and accrued expenses       151,394          (88,351)
                                                 -------------    -------------
               Net cash provided by (used in)
                 operating activities                 256,047           60,967
                                                 -------------    -------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                 (162,347)        (199,801)
  Increase from notes receivable - affiliate         (212,000)        (210,000)
  Proceeds from sale of property and                       --               --
    equipment                                    -------------    -------------
              Net cash provided by (used in)
                investing activities                 (374,347)        (409,801)
                                                 -------------    -------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments under long-term debt
    and capital lease obligations                     (78,587)         (61,048)
  Proceeds from issuance of long-term debt                 --          149,480
                                                 -------------   --------------
              Net cash provided by (used in)          (78,587)          88,432
                financing activities             -------------   --------------


(DECREASE) IN CASH                                   (196,887)        (260,402)

CASH, BEGINNING OF PERIOD                             601,922          374,675
                                                 -------------   --------------
CASH, END OF PERIOD                              $    405,035    $     114,273
                                                 =============   ==============



See Notes to Consolidated Financial Statements (Unaudited)



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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  General

     The  consolidated  financial  statements  include the accounts of Universal
Money  Centers,  Inc.  (the  "Company"),   and  its  wholly-owned  subsidiaries,
Electronic Funds Transfer, Inc., Corporate Payments Systems, Inc. (inactive) and
A.M.  Corporation   (inactive).   All  significant   intercompany  accounts  and
transactions have been eliminated in consolidation.

     The unaudited  consolidated  financial statements included herein have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange Commission.  Accordingly, they reflect all adjustments that are, in
the opinion of management,  necessary for a fair  presentation  of the financial
results for the interim periods. Certain information and notes normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes, however, that the disclosures are adequate to
make the information  presented not  misleading.  These  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and the notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999.

2.  Future Changes in Accounting Principles

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This Statement  establishes the accounting
for derivative instruments, including certain derivative instruments imbedded in
other  contracts  and hedging  activities.  This  Statement is effective for all
fiscal quarters of fiscal years  beginning  after June 15, 1999.  Management has
not yet  determined the impact of adopting this  pronouncement  on the Company's
results of operations or financial position.

     In March  1998,  the AICPA  issued SOP 98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained  for Internal  Use." This SOP provides
guidance on accounting for the costs of computer software  developed or obtained
for  internal  use.  This SOP is  effective  for fiscal  years  beginning  after
December 15, 1998. Management has not yet determined the impact of adopting this
pronouncement on the Company's results of operations or financial position.

3.  Earnings Per Share

     The  computation  of earnings per share is based upon the weighted  average
number of common  shares  outstanding  during  the  respective  period.  For all
periods reflected in the Consolidated Financial Statements, the weighted average
number of common shares outstanding was 39,293,069 shares.


                                   Page - 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, 1999, the network  consisted of  approximately
304 ATMs owned by the Company and its affiliate,  Universal Funding  Corporation
("Funding"),  74 ATMs owned by banks and 40 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
provides ATM network management  services to banks and third parties owning ATMs
in the Company's ATM network.

     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
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


                                   Page - 8
<PAGE>


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.

     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, 1999
and April 30, 1998.

     Revenues.  The Company's  total  revenues  increased to $1,391,120  for the
three months ended April 30, 1999 ("first quarter 2000") from $1,155,420 for the
three months  ended April 30, 1998  ("first  quarter  1999").  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 400 in first  quarter  2000 from 298 in first
quarter 1999. Surcharge fees increased to $976,624 or 70.2% of total revenues in
first  quarter 2000 from  $669,957 or 58.0% of total  revenues in first  quarter
1999. The increase in total revenues is also partially due to an increase in the
number of ATMs in the Company's  network,  from 321 in first quarter 1999 to 418
in first  quarter  2000.  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 $229,890 in first
quarter  2000  from  $207,847  in first  quarter  1999.  Revenues  derived  from
interchange  fees did not increase at the same percentage rate as other revenues
primarily  because the Company  imposed  surcharge  fees on a greater  number of
ATMs. The imposition of surcharge fees on cash withdrawals from an ATM generally
causes a decrease in use of the ATM for transactions for which  interchange fees
are charged. Revenues received from Funding under a Management Agreement between
the Company and Funding decreased to $71,330 in first quarter 2000 from $169,070
in first  quarter  1999.  See  "-Revenues  from  Funding"  below.  The Company's
revenues from providing network  management  services to banks and third parties
increased to $113,276 in first quarter 2000 from $108,546 in first quarter 1999.
Generally, new ATM sites are not fully  utilized  for  several  months  after
installation.  Therefore, revenues may not increase at the same percentage rate
as increases to the number of ATMs.


     Revenues from Funding.  The Company has maintained a business  relationship
with Funding since August 1989.  The  relationship  began in 1989 as a result of
the  Company's  severe  financial  problems.  The operation of the Company's ATM
network  generally  requires that the Company supply vault cash to ATMs owned by
the Company to fund cash  withdrawals.  As a

                                   Page - 9
<PAGE>

result of the Company's financial problems,  lenders were generally unwilling to
extend loans,  partly because of the concern that the Company's  creditors would
assert claims against cash physically located in ATM's owned by the Company. The
Company has not had sufficient  cash to supply the vault cash for these ATMs. In
order to resolve  this  problem and to permit the Company to continue to operate
certain ATMs, Funding was formed in 1989 by David S. Bonsal, the Chairman of the
Company's  Board of  Directors,  John L.  Settles,  the President of the Company
since  June 3, 1999 and from  April  1989  through  October  1990,  and  William
Smithson,  a  shareholder  of the  Company.  Each  of  these  individuals  has a
one-third ownership interest in Funding.

     Under a  Management  Agreement  between the Company  and  Funding,  Funding
provides vault cash for certain ATMs in the Company's  network that are owned by
the Company or Funding,  and  receives  all  interchange  fees for  transactions
processed  on these  ATMs.  At April 30,  1999 and 1998,  Funding had vault cash
located in approximately 302 and 213 ATMs, respectively, owned by Funding or the
Company. The Company receives a management fee from Funding under the Management
Agreement  for providing  services to Funding.  The  management  fee paid to the
Company under the Management  Agreement equals 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.

     The  revenues  received by the Company from  Funding  under the  Management
Agreement  were $71,330 in first quarter 2000,  equal to Funding's  "net income"
under the  Management  Agreement for the same period.  Funding's "net income" of
$71,330  consisted  of  $332,776  in revenues  from  interchange  fees earned by
Funding,  less Funding's expenses in the amount of $255,376 and Funding's return
on equity payment to shareholders  of Funding in the amount of $6,070.  Pursuant
to the Management  Agreement,  Funding's  expenses for purposes of computing its
"net income" did not include Funding's  depreciation,  amortization and bad debt
expenses,  which were $977 for the respective  period.  The revenues received by
the Company from Funding under the  Management  Agreement were $169,070 in first
quarter 1999, equal to Funding's "net income" under the Management Agreement for
the same period.  Funding's  "net  income" of $169,070  consisted of $336,646 in
revenues from interchange fees earned by Funding, less Funding's expenses in the
amount of $161,506 and Funding's  return on equity  payment to  shareholders  of
Funding in the amount of $6,070. Pursuant to the Management Agreement, Funding's
expenses for purposes of  computing  its "net income" did not include  Funding's
depreciation,  amortization  and bad  debt  expenses,  which  were  $977 for the
respective period. The revenues earned by Funding from interchange fees declined
in first quarter 2000 from first quarter 1999, as a result of fewer  interchange
transactions  on ATMs for which  Funding  provided  vault  cash.  The  number of
transactions  decreased  despite the fact that Funding provided vault cash for a
greater  number  of ATMs in first  quarter  2000.  The  number  of  transactions
decreased  principally  because a greater  number of the Company's  ATMs charged
surcharge  fees in first quarter 2000.  The imposition of surcharge fees on cash
withdrawals  from  an ATM  generally  causes  a  decrease  in use of the ATM for
transactions for which  interchange fees are charged.  The increase in Funding's
expenses in first quarter 2000 from first quarter 1999 was caused principally by
higher outstanding balances on borrowings by Funding and higher armored security
charges.  For additional  information,  see the Company's  Annual Report on Form
10-KSB for the fiscal  year ended  January 31,  1999,  Item 1,  "DESCRIPTION  OF
BUSINESS -- Relationship with Universal Funding Corporation."

                                   Page - 10
<PAGE>


     Cost of Revenues.  The Company's cost of revenues  increased to $993,611 in
first quarter 2000 from $775,205 in first quarter 1999. The principal components
of cost of revenues are  salaries,  telecommunication  services and  transaction
processing  charges,  interchange  and  surcharge  rebates,  ATM  site  rentals,
maintenance and repairs,  and  depreciation and  amortization.  This increase is
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.  Rebates generally increase  approximately in proportion to increases in
total  revenues  from  interchange  and  surcharge  fees.  The  increase is also
attributable to increased depreciation associated with the larger number of ATMs
owned by the Company, 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 was 28.6% in first
quarter 2000 and 32.9% in first quarter 1999. The decrease in first quarter 2000
was caused by a number of factors, including increased interchange and surcharge
rebates,  increased depreciation expense resulting from the purchase of new ATMs
and increased  personnel expense and  telecommunications  charges resulting from
growth in the ATM network.

     Operating  Expenses.  The Company's total operating  expenses  increased to
$357,047  in first  quarter  2000  from  $307,631  in first  quarter  1999.  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 increased
professional  fees incurred in connection  with the Company's  efforts to resume
filing periodic reports with the Securities and Exchange Commission.

     Other Income  (Expense).  The Company extends  short-term loans to Funding,
which uses the proceeds as vault cash in the ATMs owned 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 $13,244 in
first  quarter  2000  from  $6,007 in first  quarter  1999 as a result of higher
average outstanding balances.

     Income  Taxes.  The Company paid no income taxes for first  quarter 2000 or
first quarter 1999,  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,  1999,  which is  primarily a result of  operating  loss
carryforwards  which management believes are more likely than not to be realized
prior to their  expiration  between 2005 and 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 April 30, 1999, the Company had approximately
$195,000 of tax credits  available to offset future federal income taxes.  These
credits expire between 1999 and 2002. The Company also has unused operating loss
carryforwards of approximately $1,500,000, which expire between 2005 and 2012.

     Net Income. The Company had net income of $20,264, or $0.0005 per share, in
first quarter 2000,  compared to net income of $45,791, or $0.0012 per share, in
first quarter 1999. Net income was lower in first quarter 2000  principally as a
result of higher costs of revenues and operating expenses, as described above.

                                   Page - 11
<PAGE>


Liquidity and Capital Resources

     At April 30, 1999, the Company had a working  capital  deficit of $159,134,
compared to a working capital deficit of $145,914 at January 31, 1999. The ratio
of current assets to current liabilities decreased to .82 at April 30, 1999 from
 .83 at January 31, 1999.

     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 $256,047 in first  quarter 2000 and
$60,967 in first  quarter  1999.  Net cash  provided by operating  activities in
first quarter 2000 consisted primarily of net income of $20,264, depreciation of
$123,246 and an increase in accounts payable of $151,394, partially offset by an
increase  in  accounts  receivable  of  $46,874.  Net  cash  used  in  investing
activities  was $374,347 in first  quarter  2000,  compared to $409,801 in first
quarter 1999. The net cash used in investing  activities resulted primarily from
loans to Funding to provide  vault  cash and  purchases  of plant and  equipment
(principally ATMs) in first quarter 2000. Net cash used in financing  activities
was $78,587 in first  quarter  2000,  compared to net cash provided by financing
activities of $88,432 in first quarter 1999.  This difference  occurred  because
the Company did not borrow any new funds under loan agreements or capital leases
in first quarter 2000. The Company had cash and cash  equivalents of $405,035 at
April 30, 1999, compared to cash and cash equivalents of $601,922 at January 31,
1999.

     Much of the Company's cash  requirements  relate to the need for vault cash
for ATMs owned by the Company and Funding. Funding currently provides vault cash
for a majority of these ATMs.  See  "Comparison of Results of Operations for the
Three  Months Ended April 30, 1999 and April 30, 1998 - Revenues  from  Funding"
and the Company's Annual Report on Form 10-KSB for the fiscal year ended January
31, 1999, Item 1, "DESCRIPTION OF BUSINESS - Relationship with Universal Funding
Corporation."   At  April  30,  1999  and  1998,   Funding  had  vault  cash  of
approximately $2,900,000 and $2,000,000,  respectively, located in approximately
302 and 213 ATMs,  respectively,  owned by Funding and the Company. The Company,
through its subsidiary Electronic Funds Transfer,  Inc. ("EFT"),  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, 1999 was  $212,000  and at April 30, 1998 was  $210,000.
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.  At January  31,  1999,  Pinnacle  Cash
Systems,  L.L.C. provided vault cash of $600,000 for approximately 40 ATMs owned
by the Company.  In March 1999,  Pinnacle Cash Systems,  L.L.C.  terminated  its
relationship  with the  Company.  As a result of the  termination,  the Company,
through EFT,  has had to lend  additional  available  cash to Funding to provide
vault cash for these ATMs. The Company is currently  engaged in discussions with
two banks regarding their willingness to directly provide vault cash for certain
ATMs owned by the Company.

     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.  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.  The  Company's  expansion  plans will be
limited if the Company is  unsuccessful  in obtaining a credit facility or other
financing.

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.

Year 2000 Compliance

     General  Discussion.  The Year 2000  issue is the result of  computer  code
being written using two digits to represent years rather than four digits, which
include the century designation.  Without corrective action, it is possible that
computer programs could recognize a date using "00" as the year 1900 rather than
the year 2000.  Additionally,  certain equipment may contain embedded chips that
include date  functions that may be affected by the transition to the Year 2000.
In some  systems,  Year  2000  problems  could  result  in a system  failure  or
miscalculations  causing  disruptions  of operations and an inability to process
transactions.

     As the operator of an ATM network,  the Company  relies upon  computers and
related  telecommunications  equipment for the  operation of its  business.  The
Company acts as an

                                   Page - 12
<PAGE>


intermediary for the transfer of data between its clients and third parties, and
in doing so supplies the operating and  technical  resources  necessary to cause
electronic  data to be  transmitted.  The Company also owns and  operates  ATMs,
which utilize computer hardware and software to operate.

     The Company has initiated a Year 2000 Project ("Project2000") to locate and
address  possible  Year  2000  problems.  The  Company  has  assigned  a project
coordinator  for  Project2000 who generally  manages  Project2000,  ensures that
Project2000  meets or  exceeds  requirements  set  forth by  banking  regulatory
agencies  including  the  Federal  Deposit  Insurance  Corporation,  the Federal
Reserve Bank, and the Office of the Comptroller of the Currency,  and assists in
identifying points of concern and providing solutions.

     Status of Year 2000 Readiness.  The Company's  Project2000  consists of the
following five phases: awareness, assessment,  corrective action, validation and
implementation.

     The awareness phase consists of defining the scope of the Year 2000 problem
and  establishing  a corporate  infrastructure  and overall  strategy to perform
compliance  work. In the assessment  phase, the Company attempts to identify all
hardware,  software,  networks,  ATMs,  other various  processing  platforms and
customer and vendor  interdependencies  affected by the Year 2000 problem.  This
assessment goes beyond  information  systems and includes  equipment and support
systems that may be  dependent on embedded  microchips.  The  corrective  action
phase  involves  code  enhancements,  hardware  and  software  upgrades,  system
replacements,  vendor certification and other associated changes. The validation
phase  involves  the testing of  incremental  changes to hardware  and  software
components.  In the  implementation  phase,  systems are to be certified as Year
2000  compliant.  For any systems that are not  determined to be compliant,  the
consequences must be assessed,  and corrective  actions or contingency plans put
into effect.

     Awareness Phase. The Company's Project2000  encompasses an overall strategy
to address Year 2000 problems.  The Company's  Project2000  focuses chiefly upon
the  in-house,  real-time,  on-line  systems,  but also  includes  assessing and
assuring year 2000 compliance from third parties.  Because of the seriousness of
the year 2000  issues,  the Company  appointed  a  Project2000  Coordinator  and
established a Project2000  team consisting of the  Coordinator,  all officers of
the Company and the Accounting Manager.

     To  determine  the size of the  compliance  project  relating  to  internal
systems,  the Company  searched  all of its  production  computer  programs  for
references to, and actions taken by reference to, the date (year in particular),
and compiled a list of those programs for evaluation for Project2000 issues. The
Company searched for date references that related to performing  calculations or
that  provided  application  program  logic  affecting  the decision path of the
application, and date-driven calculations using "00" as an operand.

     The Company also  identified all third parties whose ability to comply with
Year 2000 problems might affect the Company's operations,  which include product
and service  vendors and suppliers,  including card issuers and other  real-time
connections, and clients.

     The Company has completed the awareness phase.

     Assessment  Phase.  The assessment  phase involves  three  components:  (1)
determining  Year 2000  compliance  of the  Company's  internal  systems used to
process  data and to  transfer

                                   Page - 13
<PAGE>


data between its clients and third  parties,  including the  Company's  computer
switch,  (2)  determining  Year 2000  compliance of its individual  ATMs and (3)
determining Year 2000 compliance of third party vendors and clients.

     Internal  Systems.  With respect to the Company's  internal data processing
and transfer  systems,  in January 1985, as a result of incorrect  year-end date
processing,  the Company  implemented a policy requiring all production programs
making date-related  processing decisions to do so using Julian dates. This form
of  date   processing   should  not  be  sensitive  to  the  century   rollover.
Consequently,  the Company's  computer  switch was  developed  using a year 2000
compliant  philosophy.  The principal piece of equipment comprising the computer
switch is a Tandem computer. In 1997, the Company entered into a lease for a new
Tandem computer that the Company  believes is Year 2000  compliant.  The Company
also  believes  that the  operating  software  for the new  system  is Year 2000
compliant.  To assess its internal systems, the Company evaluated all references
to, and actions  taken by reference  to, the date (year in  particular),  in its
internal  systems.  The Company also examined  systems and equipment that may be
dependent  upon  embedded  microprocessors.   The  Company  concluded  from  the
evaluation  that its  internal  systems  were Year 2000  compliant.  In order to
verify this conclusion, a comprehensive test was completed on September 30, 1997
of all of the Company's  critical  applications.  Prior to cutting over from its
old production system to its new production system on that date, the Company had
the opportunity to set the clock forward in a controlled environment to test all
internal  systems  and  program  functionality  with  regard  to the  year  2000
rollover. The test revealed no Year 2000 problems.

     The Company  believes  its  conclusion  is  supported  by the fact that the
Company's   system  is  not  highly   date-dependent.   The  Company   processes
transactions  in segments from 2:00 p.m. one day through 2:00 p.m. the next day.
Consequently,  the Company  believes  that the window of risk for the  Company's
internal  systems from the year 2000 rollover  should be limited to a maximum of
24 hours.  Furthermore,  the Company  processes dates and makes all programmatic
date decisions based on a Julian  representation of the date which should not be
vulnerable to the year 2000 rollover.  The Company  believes that its conclusion
is further  supported by the fact that all of the application code was developed
in-house,  all source  code is intact and  available,  and the  Company  has the
in-house  expertise  to revise and  maintain the software as needed for the year
2000 rollover.

     Individual  ATMs. The Company has assessed  whether its individual ATMs are
Year 2000  compliant and determined  that as of February 28, 1999  approximately
70% of the Company's individual ATMs are Year 2000 compliant or can be made Year
2000 compliant with the purchase of software upgrades from the manufacturer.

     Third  Party  Compliance.  The  Company  has  attempted  to obtain  initial
certification  from its "higher  risk" vendors as to Year 2000  Compliance.  The
Company  has mailed  questionnaires  to these  vendors to  identify  and, to the
extent  possible,  to resolve issues  involving  Year 2000 issues.  Responses to
these  questionnaires  have been  verified  against  information  included  with
current  releases of vendors'  products and services and on vendor web sites and
are shared with the Company's clients upon request. In addition, the Company has
engaged in joint  testing  with most of these  vendors  and  service  providers,
testing each party's system and the interface  between the systems.  The Company
believes that all mission critical vendors and service  providers have completed
their internal Year 2000  corrective  actions.  Service  providers,  vendors and
suppliers whom the Company deems "no risk" will not be contacted. The Company is
also  coordinating  with its clients  regarding their activities  related to the
Year 2000 problem.  Most of

                                   Page - 14
<PAGE>


the Company's  clients  maintain their own application  programs,  although they
utilize the Company's computer and network resources.  The Company conducted its
own testing on the systems of its largest clients, and did not discover any Year
2000 problems.

     The assessment phase is complete.

     Corrective  Action Phase. The corrective  action phase involves  addressing
compliance problems identified during the assessment phase.

     Internal  Systems.  Because the assessment  phase revealed no material Year
2000  problems,  the  Company  does  not  plan  any  system  replacements,  code
enhancements or hardware or software upgrades. However, the Company does plan to
implement "mature" releases of the Tandem operating system and to monitor Tandem
Year 2000 Compliance statements regarding such releases.

     Individual  ATMs.  With  respect  to those  ATMs that can be made Year 2000
compliant  with the purchase of software  upgrades  from the  manufacturer,  the
Company expects to obtain  software  upgrades at no charge because of the recent
date of purchase of these ATMs.  However, in the event the Company must purchase
ATM  software  upgrades,  management  estimates  that the cost should not exceed
$50,000.  The Company expects to replace  approximately half of these ATMs prior
to the Year  2000 as part of an  ongoing  program  of  replacing  ATMs and other
equipment for  technology  and  maintenance  reasons.  Some of these ATMs may be
replaced with used Year 2000 compliant ATMs to minimize cost. The balance of the
ATMs that are not Year 2000  compliant  are  located  in  marginally  profitable
locations, will not be replaced and will be phased out.

     Third Party  Compliance.  Because no material  Year 2000 problems have been
discovered to date, the Company does not currently  plan any  corrective  action
with respect to service providers, vendors, suppliers and clients.

     The corrective action phase has been completed as to the Company's internal
systems  and third  party  vendors,  although as  described  below,  the Company
intends to continue  testing in these areas.  The  corrective  action phase with
respect to  individual  ATMs will be  completed  prior to the Year 2000 when all
replacement or upgraded ATMs are expected to be in operation.

     Validation Phase. During the validation phase, the Company will continue to
test its  internal  systems,  test  its new and  upgraded  ATMs  for  Year  2000
compliance and engage in further testing with certain third parties.

     Internal  Systems.  The  Company  will test and  validate  all  incremental
changes to  hardware,  software,  and  connections  with other  systems as those
changes (or  additions)  occur in the ordinary  course of business prior to Year
2000.  All users of the  Company's  products  and  services  have been  asked to
validate the Company's Year 2000 compliance. All such testing should be complete
by August 31, 1999.

     Individual  ATMs. Year 2000 compliance of all replacement and upgraded ATMs
will be tested prior to or at the time such ATMs are brought on line.

     Third Party Compliance.  During the first half of 1999, the Company intends
to  review  and  possibly  "re-validate"  certifications  from  outside  service
providers,  vendors,  and  suppliers

                                   Page - 15
<PAGE>


for compliance and will request each to provide quarterly statements of
compliance through the end of 1999.

     The validation phase will be completed at the times described above.

     Implementation  Phase.  The Company plans a final full internal system test
on or about  September 1, 1999. Any resulting  component  failure  (internal and
external) will be resolved to the Company's  satisfaction  prior to December 30,
1999, or the component  will be (1) eliminated or replaced or (2) suspended from
production on December 30, 1999 and implemented  after January 1, 2000 and after
re-certification.

     Regulatory  and  Independent  Assessment.  In  addition  to  developing  an
internal  risk  assessment  methodology  with respect to Year 2000  issues,  the
Company is subject to external  examinations  and project  reviews by regulatory
agencies  and  governmental  bodies of the federal  government.  To date,  these
examinations  have not  identified any material  issues  regarding the Company's
Year 2000 compliance efforts.

     At this time, the Company does not  anticipate  obtaining  verification  or
validation by independent  third parties to assess Year 2000 risk. The Company's
Project2000 team continues to review the Company's readiness for the Year 2000.

     Year 2000  Compliance  of Support  Systems.  In addition to  computers  and
related systems, the operation of office and facilities  equipment,  such as fax
machines,  photocopiers,  security systems,  air conditioning,  fire systems and
other common devices may be affected by Year 2000 problems. The Company does not
expect to devote substantial resources or time to evaluating potential Year 2000
problems with respect to these systems,  other than contacting the  manufacturer
or provider of these  systems to determine  Year 2000  compliance  and taking or
arranging for appropriate corrective action.

     Costs of Year 2000  Compliance.  The principal cost incurred by the Company
in  connection  with  Project2000  will be the cost of  replacing  obsolete  ATM
equipment as part of the Company's  ongoing process of upgrading and modernizing
its ATMs. As of April 30, 1999,  approximately  70 NCR model 1773 ATMs currently
in operation  are not and will not be made Year 2000  compliant.  These ATMs are
predominately  in low volume sites,  many of which do not support the expense of
replacement  with new equipment.  The Company  expects to simply pull out of the
lowest  tier of these  sites,  replace  the  medium  volume  sites with low cost
pre-owned  equipment,  and replace the highest  volume sites with new and higher
end  pre-owned  equipment.  The  expected  remaining  cost  of this  project  is
approximately  $225,000.  The  Company  has  previously  incurred  approximately
$175,000 in expenses related to this project.

     The  Company  has not  identified  any  other  significant  costs  directly
relating to the Year 2000 problem.  The cost of  compliance  testing of external
client  systems is billed to the Company  clients.  Testing and repair,  and the
day-to-day burden of Project2000 has consumed  incremental  overhead of managers
and  executive  officers of the  Company.  Such  overhead  has been  effectively
absorbed with no material effect on budgets and operations.

     Possible  Consequences of Year 2000 Problems. It is not possible to predict
with any  certainty the extent and nature of Year 2000 problems that the Company
may encounter.  Management believes that the following are possible consequences
of Year 2000 problems that could arise:

                                   Page - 16
<PAGE>


o    operational  inconveniences  and  inefficiencies  for the  Company  and its
     clients which will divert management's time and attention and financial and
     human resources from ordinary business activities;

o    serious system  failures that will cause material  business  disruptions or
     require  significant  efforts by the  Company or its  clients to prevent or
     alleviate material business disruptions;

o    routine business  disputes and claims for pricing  adjustments or penalties
     due to Year 2000 Problems  incurred by clients,  which would be resolved in
     the ordinary course of business; and

o    serious business  disputes  alleging that the Company failed to comply with
     the terms of contracts or industry standards of performance,  some of which
     could result in litigation or contract termination.

     Contingency  Plans.  The  Company  has  developed  department-by-department
contingency  plans to be implemented if its efforts to identify and correct Year
2000 Problems  affecting its internal systems are not effective.  Depending upon
the systems affected,  these plans include  accelerated  replacement of affected
equipment or software; short- to medium-term use of backup sites, equipment, and
software, increased work hours for Company personnel; and similar approaches.

     Disclaimer.  Management of the Company  believes that it is not possible to
determine  with complete  certainty  that all Year 2000  problems  affecting the
Company or its clients have been or will be identified or corrected.  The number
of devices that could be affected and the  interactions  among these devices are
simply too numerous.  In addition,  no one can accurately  predict how many Year
2000-related  failures  will  occur  or the  severity,  duration,  or  financial
consequences of any such failure.

     The  Company's  policy  is not  to  acquire  hardware,  software  or  other
technology  that is not  contractually  represented  by the  vendor as Year 2000
compliant. However, the Company cannot be sure that all of these products are in
fact Year 2000  compliant.  In addition,  although the Company does not have any
contractual  responsibility to ensure that its clients' application programs are
compliant,  if its clients experience Year 2000 problems with such applications,
such clients may reduce or cease use of the  Company's  products  and  computing
resources.  The  successful  operation  of the  Company's  data  processing  and
transfer  systems is  dependent  upon the proper  functioning  of the systems of
third parties that utilize the Company's services.  Any failure of third parties
to resolve  Year 2000  problems in a timely  manner could  materially  adversely
affect the Company's operations.

     There can be no assurance  that the Company  will  identify and resolve all
Year 2000 issues in a timely  manner.  Any failure by the Company to  adequately
resolve  all Year  2000  issues  could  have a  material  adverse  effect on the
Company's business, financial condition, and results of operation.

     Forward-Looking  Statements.  Many  of the  statements  contained  in  this
discussion  of  Year  2000  issues  are   "forward-looking   statements."  These
statements  are not guarantees of future  performance  or results.  They involve
risks,  uncertainties and assumptions.  Consequently,  actual results may differ
materially  from those  discussed in these  forward-looking  statements.

                                   Page - 17
<PAGE>


See  "-Cautionary  Statement  Concerning  Forward-Looking  Statements"  for
additional   information   and  factors  to  be   considered   with  respect  to
forward-looking statements.

Future Changes in Accounting Principles

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This Statement  establishes the accounting
for derivative instruments, including certain derivative instruments imbedded in
other  contracts  and hedging  activities.  This  Statement is effective for all
fiscal quarters of fiscal years  beginning  after June 15, 1999.  Management has
not yet  determined the impact of adopting this  pronouncement  on the Company's
results of operations or financial position.

     In March  1998,  the AICPA  issued SOP 98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained  for Internal  Use." This SOP provides
guidance on accounting for the costs of computer software  developed or obtained
for  internal  use.  This SOP is  effective  for fiscal  years  beginning  after
December 15, 1998. Management has not yet determined the impact of adopting this
pronouncement on the Company's results of operations or financial position.

Cautionary Statement Concerning Forward-Looking Statements

     Certain  statements  contained in this Quarterly Report on Form 10-QSB that
are not statements of historical  fact 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;

                                   Page - 18
<PAGE>

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 44 and 43 ATMs, respectively, as of April 30, 1999;

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 ability of the Company to cause its ATMs and information  systems to be
     Year 2000  compliant  and the extent to which the systems of card  issuers,
     card  organizations,  banks and  other  companies  on which  the  Company's
     systems rely are Year 2000 compliant;

o    The extent of losses from errors and  omissions,  employee  dishonesty  and
     vault cash losses, 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;

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.

                                   Page - 19
<PAGE>


                           PART II - OTHER INFORMATION

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, 1999.
































                                   Page - 20
<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, 1999            By: /s/ David S. Bonsal
                                   --------------------------------------------
                                   David S. Bonsal
                                   Chairman of the Board
                                   and Chief Executive Officer



Date: June 14, 1999            By: /s/ John L. Settles
                                   --------------------------------------------
                                   John L. Settles
                                   President
                                   (Principal Financial and Accounting Officer)












































                                   Page - 21
<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)

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), as amended

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.

10.9**          Lease Schedule dated April 20, 1998 between the Company and
                Diebold Credit Corporation.

10.10***        Assignment  and  Delegation  dated  September 25, 1998 among the
                Company,  as  assignor,  Diebold  Incorporated,  as seller,  and
                Diebold Credit Corporation, as assignee.

10.11****       Master Lease Agreement dated November 20, 1998 between the
                Company and Dana Commercial Credit.

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

27              Financial Data Schedule



* 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  Quarterly
Report on Form  10-QSB for the  quarter  ended  October 31, 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, 1999 which bears the same
exhibit number.



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