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, 1998

|_|   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,  Shawnee  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 __ No X

      Number of shares  outstanding  of each of the  issuer's  classes of common
equity as of April 14, 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 THIS FILING

      The Company  intends to file with the SEC its Annual Report on Form 10-KSB
for the fiscal year ended  January  31,  1999 on or before its due date,  May 3,
1999, which is approximately  one week after the date of the filing of this Form
10-QSB. Unless otherwise indicated herein, this Form 10-QSB provides information
concerning  the Company as of October 31, 1998 and for the period ended  October
31, 1998. The discussion in this Form 10-QSB should be read in conjunction  with
the discussions of subsequent  periods contained in the Annual  Report  on  Form
10-KSB for the fiscal year ended January 31, 1999.

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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                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                          UNIVERSAL MONEY CENTERS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                               October    January
                                              31, 1998    31, 1998
                                             (unaudited)
                                             ------------ -----------

               CURRENT ASSETS
   Cash                                      $ 268,721     $ 374,675
   Notes receivable - affiliate                415,000            --
   Accounts receivable - trade, less
      allowance for doubtful accounts:          
        October 31, 1998 - $21,380; January
        31, 1998 - $21,380                      55,158        87,256
   Accounts receivable - affiliate                   0         2,340
   Inventories                                     300           300
   Prepaid expenses and other                   13,170         9,176
   Interest receivable - affiliate               3,999         2,059
                                             ----------   -----------
                     Total Current Assets      756,348       475,806
                                             ----------   -----------

PROPERTY AND EQUIPMENT, At cost
   Equipment                                 3,006,205     2,578,635
   Leasehold improvements                      117,803       117,803
   Vehicles                                      9,722         9,722
                                             ----------  ------------
                                             3,133,730     2,706,160
   Less accumulated depreciation             1,769,300     1,475,325
                                             ----------  ------------
                                             
Total Property and Equipment                 1,364,430     1,230,835 
                                             ------------ -----------

OTHER ASSETS
   Deferred income taxes                       315,000       315,000
   Other                                        32,155        12,383
                                             ------------ -----------
                     Total Other Assets        347,155       327,383
                                             ------------ -----------

                     Total Assets          $ 2,467,933    $2,034,024
                                            ============  ===========




See Notes to Consolidated Financial Statements (Unaudited)


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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                              October      January
                                             31, 1998      31, 1998
                                            (unaudited)
                                           ------------- --------------

CURRENT LIABILITIES
   Current maturities of long-term debt    $   60,674    $  206,040
     and capital lease obligations
   Accounts payable                           366,623       296,455
   Accounts payable - affiliate                17,877        35,551
   Accrued expenses                           265,274       223,496
                                           ------------- --------------
                Total Current Liabilities     710,448       761,542
                                           ------------- --------------

LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS                                   644,234       392,945
                                           ------------- -------------

STOCKHOLDERS' EQUITY
   Common stock; no par value; $.01 stated
   value;
       40,000,000 shares authorized;
       39,851,380 issued
       as of 10/31/98 and 1/31/98             398,514       398,514
   Additional paid-in capital              18,593,430    18,593,430
   Retained earnings (deficit)            (16,216,385)   16,450,099)
                                           ------------- --------------
                                            2,775,559     2,541,845

   Less treasury stock, at cost; common
   stock
        558,311 shares as of 10/31/98 and  (1,662,308)   (1,662,308)
        1/31/98
                                           ------------- --------------
                Total Stockholders' Equity  1,113,251       879,537
                                           ------------- --------------

                Total Liabilities and      $2,467,933    $2,034,024
                Stockholders' Equity       ============= ==============








See Notes to Consolidated Financial Statements (Unaudited)

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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



                                 Three Months Ended       Nine Months Ended
                                     October 31,             October 31,
                                 1998          1997       1998         1997
                                 ----          ----       ----         ----

NET REVENUES                 $ 1,335,228 $ 1,002,293   $ 3,731,184  $ 2,889,518

COSTS OF REVENUES                878,972     614,355     2,501,151    1,742,993
                                ---------   ----------   ---------    ---------

GROSS PROFIT                     456,256     387,938     1,230,033    1,146,525

OPERATING EXPENSES               293,557     297,869       890,669      764,845
                                ---------   ----------   ---------    ---------

INCOME FROM OPERATIONS           162,699      90,069       339,364      381,680
                                ---------   ----------   ---------    ---------

OTHER INCOME (EXPENSE)
            Interest income        9,908       6,185        22,268       15,906
            Interest expense     (48,055)    (17,935)     (127,918)     (54,616)
            Other                    0            0           0            0
                                ---------   ----------   ---------    ---------
                                 (38,147)    (11,750)     (105,650)     (38,710)
                                ---------   ----------   ---------    ---------

INCOME BEFORE INCOME TAXES       124,552      78,319       233,714      342,970

INCOME TAX PROVISION (CREDIT)        --          --          --          --

NET INCOME                     $ 124,552    $ 78,319     $ 233,714    $ 342,970
                                 ========    =========   =========    =========

BASIC & DILUTED EARNINGS PER   $  0.0032    $ 0.0020     $  0.0060     $ 0.0087
SHARE                            ========    =========   =========    =========
     










See Notes to Consolidated Financial Statements (Unaudited)


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<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                               Nine Months      Nine Months
                                                  Ended           Ended
                                            October 31, 1998   October 31, 1997
                                            ----------------   ----------------

  CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                               $   233,714     $  342,970
     Items not requiring (providing) cash:
           Depreciation                           304,095        217,066
           Loss on disposal of property and
           equipment                                   --            125
           Deferred income taxes                       --             --
     Changes in:
           Accounts receivable                     32,498        (87,251)
           Inventories                                 --          7,873
           Prepaid expenses and other             (23,766)          (473)
           Accounts payable and accrued            
           expenses                                94,272         59,214
                                                ------------    -----------
             Net cash provided by (used in)       
             operating activities                 640,813        539,524
                                                ------------    -----------

  CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment          (296,468)      (343,176)
     Increase from notes receivable -            
     affiliate                                   (415,000)      (202,000)
     Proceeds from sale of property and          
     equipment                                         --            150
                                                ------------    -----------
          Net cash provided by (used in)         (711,468)      (545,026)
           investing activities                 ------------    -----------

  CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments under long-term debt     
     and capital lease obligations               (184,779)      (173,203)
     Proceeds from issuance of long-term       
     debt                                         149,480         51,000
     Proceeds from issuance of common stock            --         (2,747)
     Purchase of treasury stock                        --             --
                                                ------------    -----------
           Net cash provided by (used in)         (35,299)      (124,950)
           financing activities                 ------------    -----------

  INCREASE (DECREASE) IN CASH                    (105,954)      (130,452)

  CASH, BEGINNING OF PERIOD                       374,675        325,646
                                                ------------    -----------

  CASH, END OF PERIOD                         $   268,721     $  195,194
                                                ============    ===========


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, 1998.

2.  Future Changes in Accounting Principles

      In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This Statement establishes standards for
reporting information about operating segments in annual financial statements of
public  business  enterprises  and requires  disclosure of selected  information
about  operating  segments  in  interim  financial  reports.  The  Statement  is
effective for financial  statements  for periods  beginning  after  December 15,
1997.  Management has elected to first apply this standard in the Company's 1999
fiscal year-end  reporting and believes that the adoption of this Statement will
not have a material effect on the Company's financial reporting.

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.

4.  Supplemental Cash Flow Information

      Non-cash items for the nine months ended October 31, 1998 include
purchases of ATMs acquired under capital leases of approximately $141,224
during the nine-month period ended October 31, 1998.


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<PAGE>


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

Overview

      Universal Money Centers,  Inc. (the "Company") operates a regional 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, 1998, the network  consisted of
approximately 271 ATMs owned by the Company and its affiliate, Universal Funding
Corporation ("Funding"), 69 ATMs owned by banks and 10 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 and Nine Months Ended
October 31, 1998 and October 31, 1997.

      Revenues.  The Company's  total  revenues  increased to $1,335,228 for the
three months ended October 31, 1998 from  $1,002,293  for the three months ended
October 31, 1997 and increased to  $3,731,184  for the nine months ended October
31, 1998 from  $2,889,518  for the nine months  ended  October  31,  1997.  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 327 at October 31, 1998 from
270 at October 31, 1997.  Surcharge fees increased to $806,374 or 60.4% of total
revenues for the three months ended  October 31, 1998 from  $525,753 or 52.5% of
total revenues for the three months ended October 31, 1997.  Surcharge fees also
increased  to  $2,204,350  or 59.1% of total  revenues for the nine months ended
October 31, 1998, from $1,471,913 or 50.9% of total revenues for the nine months
ended October 31, 1997.  The increase in total revenues is also partially due to
an increase in the number of ATMs in the Company's network,  from 300 at October
31, 1997 to 350 at October 31, 1998. 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 $260,329 for the
three  months  ended  October 31, 1998 from  $190,411 for the three months ended
October 31, 1997,  and  increased to $726,537 for the nine months ended  October
31, 1998 from  $582,794  for the nine months ended  October 31,  1997.  Revenues
received  from  Funding  under a  Management  Agreement  between the Company and
Funding  decreased  to $132,228  and  $445,253  the three months and nine months
ended October 31, 1998,  respectively,  from $188,737 and $569,884 for the three
months and nine months ended October 31, 1997, respectively. See "-Revenues from
Funding"  below.  The  Company's  revenues  from  providing  network  management
services to banks and third  parties  increased to $136,297 and $355,044 for the
three months and nine months ended October 31, 1998,


                                    Page - 9
<PAGE>


respectively,  from  $97,392 and  $264,927  for the three months and nine months
ended October 31, 1997, respectively.

      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 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 ATMs 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 from April 1989 through late 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 October 31, 1998 and 1997,  Funding had vault cash
located in approximately 208 and 209 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.  For  additional  information,  see the Company's 1998 Annual Report on
Form  10-KSB,  Item  12,  "CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS  -
Universal Funding Corporation."

      Cost of Revenues. The Company's cost of revenues increased to $878,972 and
$2,501,151  for the  three  months  and nine  months  ended  October  31,  1998,
respectively,  from $614,355 and $1,742,993 for the three months and nine months
ended  October 31,  1997,  respectively.  The  principal  components  of cost of
revenues are salaries,  telecommunication  services and  transaction  processing
charges,  interchange and surcharge rebates,  ATM site rentals,  maintenance and
repairs, 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  for the three
months and nine months ended October 31, 1998 was 34.2% and 33.0%, respectively,
and for the three  months and nine months  ended  October 31, 1997 was 38.7% and
39.7%,  respectively.  The  decrease  for the three months and nine months ended
October  31,  1998  was  caused  by a number  of  factors,  including  increased
interchange and surcharge rebates, increased depreciation expense resulting


                                   Page - 10
<PAGE>


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 were $293,557
and  $890,669  for the three  months and nine months  ended  October  31,  1998,
respectively,  compared to $297,869  and  $764,845 for the three months and nine
months  ended  October 31,  1997,  respectively.  The  principal  components  of
operating  expenses are administrative  salaries and benefits,  occupancy costs,
sales and marketing expenses and administrative  expenses.  The increase for the
nine  months  ended  October  31,  1998 is  principally  attributable  to salary
increases and other personnel expenses.

      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 $9,908 and
$22,268  for  the  three  months  and  nine  months  ended   October  31,  1998,
respectively, from $6,185 and $15,906 for the three months and nine months ended
October  31,  1997,  respectively,  as a result  of higher  average  outstanding
balances.

      Interest  Expense.  Interest expense increased to $48,055 and $127,918 for
the three months and nine months  ended  October 31,  1998,  respectively,  from
$17,935 and $54,616 for the three months and nine months ended October 31, 1997,
respectively.   This  increase  was  attributable  to  increased  capital  lease
obligations and notes payable related to the acquisition of additional ATMs.

      Income  Taxes.  The Company  paid no income  taxes for the three months or
nine months  ended  October 31, 1998 and October 31, 1997,  utilizing  operating
loss  carryforwards  to reduce taxable income to zero. In addition,  the Company
has  recorded a deferred tax credit of $315,000 at January  31,  1998,  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 October 31, 1998,
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 $1,600,000,  which
expire between 2005 and 2012.

      Net Income. The Company had net income of $124,552,  or $0.0032 per share,
for the three months ended October 31, 1998,  compared to net income of $78,319,
or $0.0020 per share,  for the three months ended October 31, 1997.  The Company
had net income of  $233,714,  or $0.0060 per share,  for the nine  months  ended
October 31, 1998, compared to net income of $342,970,  or $0.0087 per share, for
the nine months ended  October 31,  1997.  Net income for the three months ended
October  31, 1998 was higher  principally  as a result of  substantially  higher
revenues and reduced operating expenses,  as described above. Net income for the
nine months ended October 31, 1998 was lower  principally  as a result of higher
costs of revenues and operating expenses, as described above.

                                   Page - 11
<PAGE>



Liquidity and Capital Resources

      At October 31, 1998, the Company had working capital of $45,900,  compared
to a working  capital  deficit of  $285,736 at January  31,  1998.  The ratio of
current assets to current liabilities  improved to 1.06 at October 31, 1998 from
 .62 at January 31, 1998.

      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 $640,813 for the nine months ended
October 31, 1998 and $539,524 for the nine months  ended  October 31, 1997.  Net
cash provided in the nine months ended October 31, 1998  consisted  primarily of
net  income of  $233,714,  depreciation  of  $304,095,  a decrease  in  accounts
receivable of $32,498 and an increase in accounts payable of $94,272,  partially
offset by an increase in prepaid expenses of $23,766. Net cash used in investing
activities  was $711,468 for the nine months ended October 31, 1998 and $545,026
in the nine months  ended  October 31,  1997.  The  increase in net cash used in
investing  activities  resulted  primarily from  increased  loans to Funding for
vault cash and increased purchases of plant and equipment (principally ATMs) for
the nine months ended  October 31, 1998.  Net cash used in financing  activities
was $35,299 for the nine months  ended  October 31,  1998,  compared to net cash
used in financing  activities  of $124,950 for the nine months ended October 31,
1997. The Company had cash and cash equivalents of $268,721 at October 31, 1998,
compared to cash and cash equivalents of $374,675 at January 31, 1998.

      During the nine months  ended  October  31,  1998,  the  Company  borrowed
approximately $290,704 under loan agreements and capital leases for the purchase
of  approximately  39  additional  ATMs.  These  obligations  are in addition to
existing  capital leases for 42 ATMs under capital lease  agreements that expire
between 2000 and 2001.

      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


                                   Page - 12
<PAGE>


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 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.


                                   Page - 13
<PAGE>


           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  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


                                   Page - 14
<PAGE>


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 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. With respect to the 30% of its ATMs that are not Year
2000  compliant  and  cannot  be  upgraded,   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.


                                   Page - 15
<PAGE>


                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 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,  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   total  cost  of  this  project  is
approximately  $400,000  and the  expected  cost in fiscal  year 2000  (prior to
December 31, 1999) is approximately $225,000.


                                   Page - 16
<PAGE>


      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:

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


                                   Page - 17
<PAGE>


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. See Item 6
"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.

Future Changes in Accounting Principles

      In June 1997, the FASB issued SFAS No. 131,  "Disclosure about Segments of
an Enterprise and Related Information." This Statement establishes standards for
reporting information about operating segments in annual financial statements of
public  business  enterprises  and requires  disclosure of selected  information
about  operating  segments  in  interim  financial  reports.  The  Statement  is
effective for financial  statements  for periods  beginning  after  December 15,
1997.  Management has elected to first apply this standard in the Company's 1999
fiscal year-end  reporting and believes that the adoption of this Statement will
not have a material effect on the Company's financial reporting.

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.


                                   Page - 18
<PAGE>


      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  44  and  34 ATMs,  respectively, as of
          January 31, 1998;

     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;


                                   Page - 19
<PAGE>


     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 - 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, 1998.




                                   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: April 28, 1999           By: /s/ David S. Bonsal
                                   --------------------------------
                                   David S. Bonsal
                                   Chairman of the Board
                                   and Chief Executive Officer



Date: April 28, 1999           By: /s/ Dave A. Windhorst
                                   --------------------------------
                                   Dave A. Windhorst
                                   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)


                                   Page - 22
<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.

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.



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