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 October 31, 2001

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

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

      Commission file number 1-8460


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


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



                   6800 Squibb Road, Mission, Kansas 66202

                   (Address of principal executive offices)


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

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

      Number of shares outstanding of each of the issuer's classes of common
equity as of December 12, 2001: 4,157,378 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 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.


                                     Page 2
<PAGE>
Item 1.  Financial Statements

                        UNIVERSAL MONEY CENTERS, INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                               OCTOBER 31, 2001

                                    ASSETS



                                              October 31, 2001 January 31, 2001
                                              ---------------- ----------------
                                                (Unaudited)
CURRENT ASSETS
   Cash                                            $ 186,473      $   580,248
   Accounts receivable-trade, less allowance
      for doubtful accounts: $127,238 and            105,428          282,132
      $98,238 at October 31 and
      January 31, 2001, respectively
   Note receivable - affiliate                       764,415          194,415
   Prepaid expenses and other                         78,231           48,226
   Interest receivable - affiliate                     7,791
                                                   ---------
            Total Current Assets                   1,142,338        1,105,021
                                                   ---------        ---------

PROPERTY AND EQUIPMENT, At cost
   Equipment                                       5,031,485        5,002,755
   Leasehold improvements                              2,650            2,650
   Vehicles                                           11,434           11,434
                                                   ---------        ---------
                                                   5,045,569        5,016,839
   Less accumulated depreciation                   3,077,059        2,593,596
                                                   ---------        ---------
                                                   1,968,510        2,423,243

OTHER ASSETS
   Deferred income taxes                             193,000          375,000
   Prepaid rent                                      123,970           72,237
   Other                                              55,266           39,266
                                                   ---------        ---------
                                                     372,236          486,503
                                                   ---------        ---------



                                                   $3,483,084       $4,014,767

See Notes to Condensed Consolidated
 Financial Statements

                                     Page 3
<PAGE>
                        UNIVERSAL MONEY CENTERS, INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND STOCKHOLDERS' EQUITY



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

CURRENT LIABILITIES
   Current maturities of long-term debt
        and capital lease obligations            $  393,492       $  418,295
   Accounts payable                                 549,255          586,437
   Accounts payable - affiliate                      47,757           24,366
   Accrued expenses                                 444,501          182,366
                                                 ----------       ----------
            Total Current Liabilities             1,435,005        1,211,464
                                                 ----------       ----------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS        593,658          895,104
                                                 ----------       ----------

STOCKHOLDERS' EQUITY
   Common stock; $0.01 par value;
      40,000,000 shares authorized;
      issued October 31, 2001 -
      4,132,378 shares; January 31,
      2001 - 4,057,378 shares                        41,324           40,574
   Additional paid-in capital                    19,771,544       19,742,294
   Retained earnings (deficit)                  (16,696,139)     (16,212,361)
                                                 ------------     ------------
                                                  3,116,729        3,570,507
   Less treasury stock, at cost; common;
      27,916 shares                              (1,662,308)      (1,662,308)
                                                 -----------      -----------
                                                  1,454,421        1,908,199



                                                 $3,483,084       $4,014,767









See Notes to Condensed Consolidated
 Financial Statements

                                     Page 4
<PAGE>


                        UNIVERSAL MONEY CENTERS, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                 NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000

                                 (UNAUDITED)



                     Three Months Ended October 31  Nine Months Ended October 31
                             2001          2000        2001             2000
                           ---------  -----------    -----------     ---------

NET REVENUES              $2,073,541   $2,063,847   $6,647,725    $6,066,439

COST OF REVENUES           1,810,521    1,605,078    5,416,265     4,690,572
                        ------------    ---------   ----------     ---------

GROSS PROFIT                 263,020                 1,231,460

OPERATING EXPENSES           449,257      400,537    1,331,723     1,272,908
                        ------------    ---------   ----------     ---------

INCOME (LOSS) FROM          (186,237)                 (100,263)
                        -------------   ---------   -----------
OPERATIONS

OTHER INCOME (EXPENSE)
   Claim Settlement         (188,106)                 (188,106)
   Interest income            24,052       15,597       65,852        33,445
   Interest expense          (24,227)     (35,360)     (79,261)     (110,955)
                        -------------   ---------    ---------     ---------
                            (188,281)                 (201,515)
                        -------------   ---------   -----------

INCOME (LOSS) BEFORE
  INCOME TAXES              (374,518)                 (301,778)

PROVISION FOR INCOME         182,000                   182,000
                        ------------    ---------   ----------
TAXES

NET INCOME (LOSS)       $   (556,518)$     38,469   $ (483,778)   $   25,449
                        =========================     ========    ==========

BASIC AND DILUTED
  EARNINGS (LOSS)
  PER SHARE             $     (0.137)$      0.014   $     (0.119) $     0.011
                        ============= ===========   ============= ===========
SHARE

WEIGHTED AVERAGE SHARES
  OUTSTANDING              4,063,067    2,803,057        4,063,138  2,249,993
                        ============    =========     ============  =========
See Notes to Condensed Consolidated
 Financial Statements


                                     Page 5
<PAGE>

                        UNIVERSAL MONEY CENTERS, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                 (UNAUDITED)

                                                      2001           2000
                                                   ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                      $(483,778)     $ 25,449
   Items not requiring cash:
     Depreciation and amortization                  538,856        587,827
     Gain on sale of equipment                       (1,821)
     Common stock issued as compensation             30,000         20,000
     Deferred income taxes                          182,000
   Changes in:
     Accounts receivable                            168,913        (66,028)
     Prepaid expenses and other                     (83,783)      (159,036)
     Accounts payable and accrued expenses          248,344       (237,946)
                                                   --------       ---------
       Net cash provided by operating activities    598,731
                                                   --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in note receivable - affiliate         (570,000)      (236,900)
   Purchase of property and equipment              (100,256)      (463,363)
   Proceeds from sale of equipment                    3,999
                                                   ---------
       Net cash used in investing activities       (666,257)      (700,263)
                                                   ---------      --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of long-term debt                        178,300
   Principal payments under long-term debt and
     capital lease obligations                     (326,249)      (422,599)
   Proceeds from issuance of common stock                          770,924
                                                   ---------       --------
       Net cash provided by (used in)financing
         cactivities                               (326,249)
                                                   ---------


DECREASE IN CASH                                   (393,775)

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

CASH, END OF PERIOD                                $186,473       $115,619
                                                   ========       ========
NONCASH INVESTING AND FINANCING ACTIVITIES

      Capital lease obligations incurred for
        equipment                                  $      0       $165,211
                                                   ========       ========
See Notes to Condensed Consolidated
 Financial Statements

                                     Page 6
<PAGE>
                        UNIVERSAL MONEY CENTERS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                NINE MONTHS ENDED OCTOBER 31, 2001 (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

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

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

NOTE 2:  STOCK TRANSACTIONS

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

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

      During the fiscal year ended January 31, 2001, the Company's Board
approved restricted common stock awards 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 October 31, 2001, a total of
75,000 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: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

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

      On March 2, 2001, a vault cash provider, Wilmington Savings Fund
Society, filed a claim against the Company for $202,555, due to the
provider's armored car service filing bankruptcy.  The armored car service
was in possession of approximately $200,000, which was destined for the
Company's ATMs or picked up from those ATMs.  Such currency was provided by
Wilmington Savings Fund Society. The Company settled this matter in November
2001 with Wilmington Savings Fund Society for approximately $188,000, which
has been accrued in the October 31, 2001 financial statements.  The Company
continues to pursue the armored car service and its insurance company for
reimbursement.


                                     Page 7
<PAGE>
      Significant Contracts.  During August 2001, the ATM management
servicing contracts the Company had with six banks expired.  A company that
has the capability to provide both check processing and ATM management
services has taken over the ATM management servicing for these six banks.

      Written contracts with one operator of combination convenience stores
and gas stations at which the Company maintained 43 ATMs as of October 31,
2001, expired during August 2001. However, the Company continues to provide
ATM management services in connection with these ATMs and will do so under an
oral agreement that may be terminated at any time.  The contract with another
operator of combined convenience stores and gas stations at which the Company
maintained 51 ATMs renewed in November 2001 and will automatically renew in
2003 unless terminated 90 days prior to February 2003.

Note 4:  Income Taxes

        As of January 31, 2001, the Company maintained a deferred tax asset
of $375,000 comprised primarily of net operating loss carryforwards that expire
between 2005 and 2021.  During the quarter ended October 31, 2001, management
elected to provide a $182,000 valuation allowance against the deferred tax
asset, reducing it to $193,000.

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 October 31, 2001, the network consisted
of approximately 458 ATMs owned by the Company, 64 ATMs owned by banks and 76
ATMs owned by third party merchants.  ATMs in the Company's network are
principally installed in convenience stores and banks with locations
concentrated in the Kansas City and St. Louis, Missouri and El Paso, Texas
metropolitan areas, and the state of Kansas. Other ATMs are located in
California, Colorado, Florida, Maryland, New Mexico, North Carolina, Ohio,
Oklahoma, and Pennsylvania.

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

      The Company's revenues are principally derived from two types of fees,
which the Company charges for processing transactions on its ATM network.
The Company receives an interchange fee from the issuer of the credit or
debit card for processing a transaction when a cardholder uses an ATM in the
Company's network.  In addition, in most cases the Company receives a
surcharge fee from the cardholder when the cardholder makes a cash withdrawal
from an ATM in the Company's network.

      Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction.  Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted
transactions, the primary types of transactions that are currently processed
on ATMs in the Company's network.  The maximum amount of the interchange fees
is established by the national and regional card organizations and credit
card issuers with which the Company has a relationship.  The Company (or its
affiliate, Universal Funding Corporation ("Funding")) receives the full
interchange fee for transactions on Company owned ATMs, but sometimes rebates
a portion of the fee to the owner of the ATM location under the applicable
lease for the ATM site.  The Company also receives the full interchange fee
for transactions on ATMs owned by banks or third party vendors included
within the Company's network, but rebates a portion of each fee to the bank
or third party vendor based upon negotiations between the parties.  The
interchange fees received by the Company vary from network to network and to
some extent from issuer to issuer, but generally range from $0.35 to $0.75
per cash withdrawal.  Interchange fees for balance inquiries, account
transfers and denied transactions are generally substantially less than fees
for cash withdrawals.  The interchange fees received by the Company from the
card issuer are independent of the service fees charged by the card issuer to
the cardholder in connection with ATM transactions.  Service fees charged by
card issuers to cardholders in connection with transactions through the
Company's network range from zero to as much as $2.50 per


                                     Page 8
<PAGE>
transaction.  The Company does not receive any portion of the service fees
charged by the card issuer to the cardholder.

      In most markets the Company imposes a surcharge fee for cash
withdrawals.  The Company expanded its practice of imposing surcharge fees in
April 1996 when national debit and credit card organizations changed rules
applicable to their members to permit these fees.  Subsequently, surcharge
fees have been a substantial additional source of revenue for the Company and
other ATM network operators.  The surcharge fee for ATMs in the Company's
network owned by or located in banks ranges between $0.50 and $1.50 per
withdrawal.  The surcharge fee for other ATMs in the Company's network ranges
between $0.50 and $2.50 per withdrawal. The Company receives the full
surcharge fee for transactions on Company owned ATMs, but sometimes rebates a
portion of the fees to the owner of the ATM location under the applicable
lease for the ATM site.  The Company also receives the full surcharge 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 the fiscal year ended January 31,
2001--Item 6, "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION--Overview."

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

Comparison of Results of Operations for the Three Months and Nine Months
Ended October 31, 2001 and October 31, 2000.

      Revenues. The Company's total revenues increased to $2,073,541 for the
three months ended October 31, 2001 from $2,063,847 for the three months
ended October 31, 2000 and increased to $6,647,725 for the nine months ended
October 31, 2001 from $6,066,439 for the nine months ended October 31, 2000.
The number of ATMs on which the Company imposed surcharge fees for cash
withdrawals increased to 595 at October 31, 2001 from 567 at October 31,
2000.  Surcharge fees decreased to $1,372,228 or 66.2% of total revenues for
the three months ended October 31, 2001 from $1,399,329 or 67.8% of total
revenues for the three months ended October 31, 2000.  Surcharge fees
increased to $4,272,047 or 64.3% of total revenues for the nine months ended
October 31, 2001 from  $4,078,082 or 67.2% of total revenues for the nine
months ended October 31, 2000.  The increase in total revenues is partially
due to an increase in the number of ATMs in the Company's network to 598 at
October 31, 2001 from 569 at October 31, 2000. Revenues derived from
interchange fees increased to $520,840 for the three months ended October 31,
2001 from  $513,116 for the three months ended October 31, 2000, and
increased to $1,903,703 for the nine months ended October 31, 2001 from
$1,502,777 for the nine months ended October 31, 2000.  Revenues received
from (payments to) an affiliate of the Company, Universal Funding Corporation
("Funding") under a Management Agreement

                                     Page 9
<PAGE>
between the Company and Funding were $11,951 and ($44,931) for the three
months and nine months ended October 31, 2001, respectively, compared to
$10,440 and $32,855 for the three months and nine months ended October 31,
2000, respectively.  See "--Revenues from Funding" below. The Company's
revenues from providing network management services to banks and third
parties increased to $168,522 for the three months ended October 31, 2001
from $140,962 for the three months ended October 31, 2000 and increased to
$516,906 for the nine months ended October 31, 2001 from $452,725 for the
nine months ended October 31, 2000.

      Revenues from Funding.  Under the Management Agreement, the Company has
a relationship with Funding under which Funding provides vault cash to
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 October 31, 2001 and 2000, Funding had vault cash
located in approximately 232 and 266 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 revenues received from or losses suffered by the Company from
Funding under the Management Agreement were $11,951 and ($44,931),
respectively, for the three months and nine months ended October 31, 2001.
These revenues or losses equal Funding's "net income" or "net loss" under the
Management Agreement for the same period.  Funding's "net income" of $11,951
for the three months ended October 31, 2001 consisted of $218,755 in revenues
from interchange fees earned by Funding, less Funding's expenses in the
amount of $200,529 and Funding's return on equity payment to shareholders of
Funding in the amount of $6,275.  Funding's "net loss" of ($44,931) for the
nine months ended October 31, 2001 consisted of $602,837 in revenues from
interchange fees earned by Funding, less Funding's expenses in the amount of
$629,149 and Funding's return on equity payment to shareholders of Funding in
the amount of $18,619.  The revenues received by the Company from Funding
under the Management Agreement were $10,440 and $32,855 for the three months
and nine months ended October 31, 2000.  The revenues received from or equal
to Funding's "net income" under the Management Agreement for the same
period.  Funding's "net income" of $10,440 for the three months ended October
31, 2000 consisted of $277,948 in revenues from interchange fees earned by
Funding, less Funding's expenses in the amount of $261,233 and Funding's
return on equity payment to shareholders of Funding in the amount of $6,275.
Funding's "net income" of $32,855 for the nine months ended October 31, 2000
consisted of $812,033 in revenues from interchange fees earned by Funding,
less Funding's expenses in the amount of $760,490 and Funding's return on
equity payment to shareholders of Funding in the amount of $18,688.

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

      Cost of Revenues. The Company's cost of revenues increased to
$1,810,521 and $5,416,265 for the three months and nine months ended October
31, 2001 respectively, from $1,605,078 and $4,690,572 for the three months
and nine months ended October 31, 2000, respectively.  The principal
components of cost of revenues are salaries, telecommunication services and
transaction processing charges, interchange

                                    Page 10
<PAGE>
and surcharge rebates, ATM site rentals, maintenance and repairs,
depreciation and amortization and vault cash rental costs.  This increase is
principally due to an increase in interchange and surcharge rebates paid to
third party owners of ATMs included in the Company's ATM network and to ATM
site owners.  The increase is also attributable to higher vault cash rental
costs, operational salaries and increased telecommunications expenses
associated with the larger number of ATMs in the Company's network.

      Gross Margin. Gross profit as a percentage of revenues for the three
months and nine months ended October 31, 2001 was 12.7% and 18.5%,
respectively, and for the three months and nine months ended October 31, 2000
was 22.2% and 22.7%, respectively. The decrease for the three months and nine
months ended October 31, 2001 was caused by a number of factors, including
decreased ATM transactions, increased interchange and surcharge rebates and
increased personnel expense and telecommunications charges resulting from
growth in the ATM network.

      Operating Expenses. The Company's total operating expenses were
$449,257 and $1,331,723 for the three months and nine months ended October
31, 2001, respectively, compared to $400,537 and $1,272,908 for the three
months and nine months ended October 31, 2000, respectively.  The principal
components of operating expenses are administrative salaries and benefits,
professional fees, occupancy costs, sales and marketing expenses and
administrative expenses.  This increase is principally attributable to
increases in administrative staff, salary increases, increases in technology
consulting expenses and increases in bad debt write-off in connection with
losses due to ATMs placed at Kmart stores.

      Interest Income. Through its subsidiary, Electronic Funds Transfer,
Inc. ("EFT"), the Company extends short-term loans to Funding, which uses the
proceeds to provide vault cash for ATMs in the Company's network which are
funded by Funding.  These loans generally have a term of one month and bear
interest at 12% per annum.  Interest income primarily represents the interest
paid by Funding to the Company on the outstanding balance of these loans.
Interest income increased to $24,052 and $65,852 for the three months and
nine months ended October 31, 2001, respectively, from $15,597 and $33,445
for the three months and nine months ended October 31, 2000, respectively, as
a result of higher average outstanding balances.

      Interest Expense.  Interest expense decreased to $24,227 and $79,261
for the three months and nine months ended October 31, 2001, respectively,
from $35,360 and $110,955 for the three months and nine months ended October
31, 2000, respectively. This decrease was attributable to decreased capital
lease obligations and notes payable.

      Net Income or Loss before Taxes. The Company had net loss of $556,518
or $0.14 per share for the three months ended October 31, 2001, compared to
net income of $38,469 or $0.01 per share for the three months ended October
31, 2000. The Company had net loss of $483,778 or $0.12 per share for the
nine months ended October 31, 2001, compared to net income of $25,449 or
$0.01 per share for the nine months ended October 31, 2000.  This net loss
resulted principally for the reasons discussed above and the following
events: (i) a reduction of $182,000 of deferred tax credits deemed to be
unrealizeable; (ii) accrual as claim settlement of $188,000 in settlement
of the Wilmington Savings Fund Society matter described in Note 3 of
the financial statements; and (iii) $100,000 in connection with the loss of
banking customers as described in Note 3 of the financial statements.

      Income Taxes.  The Company paid no income taxes for the three and nine
months ended October 31, 2001, as a result of a loss.  The Company paid no
income tax for the three and nine months ended October 31, 2000, utilizing
operating loss carryforwards to reduce taxable income to zero.  In addition,
the Company has recorded a deferred tax credit of $375,000 and $193,000,
respectively at January 31, 2001 and October 31, 2001, which is primarily a
result of operating loss carryforwards which management believes are more
likely than not to be realized prior to their expiration between 2005 and
2012.  The amount of the deferred tax credit was reduced by $182,000 at
October 31, 2001.  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 October 31, 2001, the Company had

                                    Page 11
<PAGE>
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 October 31, 2001, the Company had working capital deficit of
$292,667, compared to a working capital deficit of $106,443 at January 31,
2001.  The ratio of current assets to current liabilities decreased to .80 at
October 31, 2001 from .91 at January 31, 2001.

      The Company has funded its operations and capital expenditures from
cash flow generated by operations, capital leases and borrowings from
lenders.  Net cash provided by operating activities was $598,731 for the nine
months ended October 31, 2001 and $170,266 for the nine months ended October
31, 2000.  Net cash provided by operating activities in the nine months ended
October 31, 2001 consisted primarily of depreciation of $538,856, a decrease
in deferred tax credits of $182,000, non-cash compensation of $30,000, a
decrease in accounts receivable of $168,913 and an increase in accounts
payable and accrued expenses of $248,344 partially offset by a net loss of
$483,778 and an increase in prepaid expenses of $83,783.

      Net cash used in investing activities was $666,257 for the nine months
ended October 31, 2001 and $700,263 for the nine months ended October 31,
2000.  The net cash used in investing activities for the nine months ended
October 31, 2001 resulted primarily from purchases of plant and equipment
(principally ATMs) of $100,256 and an increase in notes receivable of
$570,000.  Net cash used in financing activities was $326,249 for the nine
months ended October 31, 2001, compared to net cash provided by financing
activities of $526,625 for the nine months ended October 31, 2000.  The
increase in net cash used in financing activities for the nine months ended
October 31, 2001 resulted primarily by a reduction in capital lease
obligations.  The Company had $186,473 in cash and cash equivalents at
October 31, 2001, compared to cash and cash equivalents of $580,248 at
January 31, 2001.

      Much of the Company's cash requirements relate to the need for vault
cash for ATMs owned by the Company.  Funding currently provides vault cash
for a majority of these ATMs.  At each of October 31, 2001 and October 31,
2000, Funding had vault cash of approximately $2.6 million located in
approximately 232 and 266 ATMs, respectively, owned by the Company.  Through
its subsidiary, EFT, the Company lends funds to Funding for vault cash to the
extent that Funding cannot obtain financing on reasonable terms from other
sources and to the extent that the Company has cash available to lend to
Funding.  The outstanding balance of the loans made by EFT to Funding at
October 31, 2001 was $764,415 and at October 31, 2000 was $887,200.  See
"Comparison of Results of Operations for the Three Months and Nine Months
Ended October 31, 2001 and October 31, 2000 - Revenues from Funding" and the
Company's Annual Report on Form 10-KSB for the fiscal year ended January 31,
2001, Item 1, "DESCRIPTION OF BUSINESS - Relationship with Universal Funding
Corporation." Certain of the ATMs owned by the Company are sponsored by
banks.  Vault cash for these ATMs is supplied by the sponsoring bank.  Vault
cash for ATMs in the Company's ATM network that are owned by banks and third
party vendors is provided by the ATM owner.  Currently, the Company does not
directly provide vault cash to any ATMs in its network.

      In addition, the Company also rents vault cash directly from vault cash
providers to use in ATMs owned by the Company in its network.  In June 1999,
the Company entered into a vault cash arrangement with Tehama Bank under
which it could obtain up to $3,000,000 in vault cash. As of October 31, 2001,
the Company was renting approximately $2,026,000 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 $815,000 was outstanding as of October 31,
2001.  The Charter Bank arrangement has a term of three years and may be
terminated by Charter Bank upon breach by the Company or upon the occurrence
of certain other events.  In November 1999, the Company entered into a vault
cash arrangement with Humboldt Bank under which

                                    Page 12
<PAGE>
it could obtain up to $1,000,000 in vault cash.  The Company had obtained
approximately $883,000 under the arrangement with Humboldt Bank as of October
31, 2001.  The Humboldt Bank arrangement has a term of one year, which
automatically renewed in November, 2001 and may be terminated by Humboldt
Bank upon breach by the Company or upon the occurrence of certain other
events.  Humboldt 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 $1,660,000 was outstanding as of October 31, 2001.  The
Wilmington Savings Fund Society arrangement has a one-year term, which
automatically renewed in August 2001 and terminated by Wilmington Savings
Fund Society at any time upon breach by the Company 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 or more sources of vault cash funding could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Trends and Subsequent Events

      ATM management servicing contracts that the Company had with six banks
have expired. A company that has the capability to provide both back office
services and ATM management services and has taken over the ATM management
servicing for these six banks.

      Written contracts with one operator of combination convenience stores
and gas stations at which the Company maintained 43 ATMs as of October 31,
2001, expired during August 2001. However, the Company continues to provide
ATM management services in connection with these ATMs and will do so under an
oral agreement that may be terminated at any time.  The contract with another
operator of combined convenience stores and gas stations at which the Company
maintained 51 ATMs renewed in November 2001 and will automatically renew in
2003 unless terminated 90 days prior to February 2003.

      On November 28, 2001, the President of the Company, John Settles,
resigned and signed a Settlement Agreement and Release of All Claims,
attached as Exhibit 10.21 to this Form 10-QSB.

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.

                                    Page 13
<PAGE>
      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 51 ATMs as of October 31,
        2001.

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

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

  o     The ability of the Company to maintain its ATMs and information systems
        technology without significant system failures or breakdowns;

  o     The extent of vault cash losses from certain  ATMs funded by  Universal
        Funding  Corporation  for  which  the  Company  does not  maintain
        insurance;

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


                                    Page 14
<PAGE>


  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 October 31, 2001.


                                    Page 15
<PAGE>
                                  SIGNATURES


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


                                UNIVERSAL MONEY CENTERS, INC.
                                (Registrant)


Date: December 21, 2001         By: /s/ David S. Bonsal
                                   ---------------------------------------
                                   David S. Bonsal
                                   Chairman of the Board
                                   and Chief Executive Officer
                                   (Principal Financial and Accounting Officer)

                                    Page 16
<PAGE>
                                INDEX TO EXHIBITS

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

3.1*        Articles of Incorporation of the Company, as amended

3.2**       Amended and Restated Bylaws of the Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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).



<PAGE>
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.

10.21       Settlement Agreement and Release of All Claims dated November 28,
            2001 between the Company and John L. Settles.

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.