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

                              ---------------------

                                   FORM 10-QSB

(Mark one)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT of 1934
      For the quarterly period ended July 31, 2002

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

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

      Commission file number 1-8460


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


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



                     6800 SQUIBB ROAD, MISSION, KANSAS 66202

                    (Address of principal executive offices)


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

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

      Number of shares outstanding of each of the issuer's classes of common
equity as of September 12, 2002: 4,070,867 shares of Common Stock, $.01 par
value per share

      Transitional Small Business Disclosure Format:   Yes       No   X
                                                           ---       ---



<PAGE>



NOTE CONCERNING FORWARD-LOOKING STATEMENTS


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



                                       2
<PAGE>





Item 1.  Financial Statements

                          UNIVERSAL MONEY CENTERS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS


                                               July 31, 2002    January 31, 2002
                                               -------------    ----------------
                                                (Unaudited)

CURRENT ASSETS
  Cash                                         $  125,989        $  592,422
  Accounts receivable - trade, less allowance
  for
      Doubtful accounts:  $161,481 at each of
      July 31 And January 31, 2002                 60,632            64,584
   Note receivable - affiliate                    384,715           139,715
   Prepaid expenses and other                     114,815           136,046
   Interest receivable - affiliate                  2,308             4,809
                                               ----------        ----------
           Total Current Assets                   688,459           937,576
                                               ----------        ----------

PROPERTY AND EQUIPMENT, At cost
   Equipment                                    5,575,001         5,528,686
   Leasehold improvements                           2,650             2,650
   Vehicles                                        11,434            11,434
                                               ----------        ----------
                                                5,589,085         5,542,770
   Less accumulated depreciation                3,660,926         3,285,131
                                               ----------        ----------
                                                1,928,159         2,257,639
                                               ----------        ----------

OTHER ASSETS
   Prepaid Rent                                   186,404           231,748
   Other                                           32,265            34,266
                                               ----------        ----------
                                                  218,669           266,014
                                               ----------        ----------


                                               $2,835,287        $3,461,229
                                               ==========        ==========

See Notes to Condensed Consolidated Financial Statements (Unaudited)

                                       3
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                               July 31, 2002    January 31, 2002
                                              --------------    ----------------
                                                (Unaudited)
CURRENT LIABILITIES
   Current maturities of long-term debt and
      Capital lease obligations               $   481,096       $   486,287
   Accounts payable                               950,515           817,840
   Accounts payable--affiliate                     46,717           248,364
   Accrued expenses                               250,201           306,203
                                              -----------       -----------
           Total Current Liabilities            1,728,529         1,858,694
                                              -----------       -----------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS      443,617           680,191
                                              -----------       -----------

STOCKHOLDERS' EQUITY
   Common stock; no par value; $.01
      stated value; 40,000,000 shares
      authorized; issued 4,157,378 shares
      at July 31, 2002 and January 31, 2002        41,574            41,574
   Additional paid-in capital                  19,781,294        19,781,294
   Retained earnings (deficit)                (17,473,981)      (17,238,216)
                                              ------------      -----------
                                                2,348,887         2,584,652
   Less treasury stock, at cost; common issued
    July 31, 2002 - 86,511 shares;
    January 31, 2002 - 27,916 shares           (1,685,746)       (1,662,308)
                                                  663,141           922,344
                                              ------------      -----------

                                              $ 2,835,287       $ 3,461,229
                                              ============      ===========

See Notes to Condensed Consolidated Financial Statements (Unaudited)



                                       4
<PAGE>


<TABLE>
<CAPTION>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

            THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2002 AND 2001

                                   (UNAUDITED)



                                              Three Months Ended July 31,   Six Months Ended July 31,
                                                  2002           2001          2002          2001
                                                  ----           ----          ----          ----
<S>                                          <C>            <C>              <C>        <C>
NET REVENUES                                 $  2,050,525   $  2,416,768  $ 4,013,559   $ 4,574,184

COST OF REVENUES                                1,706,958      1,872,805    3,388,219     3,605,744
                                             ------------   ------------  ------------  ------------

GROSS PROFIT                                      343,567        543,963      625,340       968,440

OPERATING EXPENSES                                418,571        463,973      819,455       882,466
                                             ------------   ------------  -----------   -----------

INCOME (LOSS) FROM OPERATIONS                     (75,004)        79,990     (194,115)       85,974
                                             -------------  ------------  ------------  -----------

OTHER INCOME (EXPENSE)
    Interest income                                 6,584         22,526       18,687        41,800
    Interest expense                              (25,351)       (26,330)     (53,017)      (55,034)
    Other                                          (7,320)            --       (7,320)           --
                                             -------------  ------------  ------------  -----------
                                                  (26,087)        (3,804)     (41,650)      (13,234)
                                             -------------  ------------- ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES                (101,091)        76,186     (235,765)       72,740

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

NET INCOME (LOSS)                            $   (101,091)  $     76,186  $  (235,765)  $    72,740
                                             =============  ============  ============  ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE  $     (0.025)  $      0.019  $    (0.058)  $     0.018
                                             ============== ============= ============  ===========



WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                       4,070,867      4,063,067    4,097,737     4,050,871
                                             ============== ============= ============  ===========


</TABLE>

See Notes to Condensed Consolidated Financial Statements (Unaudited)

                                       5
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                     SIX MONTHS ENDED JULY 31, 2002 AND 2001

                                   (UNAUDITED)

                                                   2002         2001
                                               ----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                            $(235,765)    $  72,740
  Items not requiring cash:
    Depreciation and amortization                435,224       356,244
    Common stock issued as compensation               --        20,000
    Loss on sale of equipment                      7,320
  Changes in:
    Accounts receivable                            6,453       115,986
    Prepaid expenses and other                    24,344       (33,409)
    Accounts payable and accrued expenses       (124,974)     (113,228)
                                               ----------    ----------
         Net cash provided by operating          112,602       418,243
           activities                          ----------    ----------


CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) decrease in note receivable -      (245,000)     (570,000)
       affiliate
  Purchase of property and equipment             (68,832)      (48,407)
  Proceeds from sale of property and equipment        --         1,344
                                               ----------    ----------
         Net cash provided by (used in)         (313,832)     (617,063)
           investing activities                ----------    ----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments under long-term debt and
    capital lease obligations                   (241,765)     (216,847)

  Purchase of treasury stock                     (23,438)
                                               ----------    ----------
         Net cash (used in) financing           (265,203)     (216,847)
           activities                          ----------    ----------


DECREASE IN CASH                                (466,433)     (415,667)

CASH, BEGINNING OF PERIOD                        592,422       580,248
                                               ----------    ----------

CASH, END OF PERIOD                            $ 125,989     $ 164,581
                                               ==========    ==========



See Notes to Condensed Consolidated Financial Statements (Unaudited)


                                       6
<PAGE>


                          UNIVERSAL MONEY CENTERS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   SIX MONTHS ENDED JULY 31, 2002 (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

      In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of July 31, 2002, and the
consolidated results of its operations for the three and six months periods and
cash flows for the six month periods ended July 31, 2002 and 2001. Those
adjustments consist only of normal recurring adjustments. 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, 2002 has been
derived from the audited condensed consolidated balance sheet of the Company as
of that date.

      Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These condensed,
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended January 31, 2002, which
was filed with the Securities and Exchange Commission on May 16, 2002.

NOTE 2: MATTERS POTENTIALLY AFFECTING LIQUIDITY

      Johnson County Tax Dispute. In June 2002, the Company received notice of a
property tax assessment with interest related to property taxes assessed between
1986 and 1989 totaling approximately $600,000. The Company disputes these
charges and is investigating this matter to determine what defenses, if any,
exist.

NOTE 3: SIGNIFICANT CONCENTRATIONS

      In June 2002, the operator of the combined convenience stores and gas
stations at which the Company maintains 52 ATMs has indicated that it will not
renew its agreement with the Company. The Company believes this agreement will
terminate as of February 2003, however, the operator of the combined convenience
stores and gas stations has indicated that the agreement may terminate prior to
that. For the six months ended July 31, 2002, this agreement accounted for
approximately 11% of revenues.

                                       7
<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OVERVIEW

OVERVIEW

      Universal Money Centers, Inc. (the "Company") operates a network of
automated teller machines ("ATMs"). The ATMs provide holders of debit and credit
cards access to cash, account information and other services at convenient
locations and times. At July 31, 2002, the Company's network had 661 ATMs
consisting of approximately 621 ATMs owned by the Company and its affiliate,
Universal Funding Corporation ("Funding"), 31 ATMs owned by banks and 9 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, Illinois, Maryland, Missouri and Texas. Other ATMs are located in
Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana,
Michigan, Mississippi, Nevada, New Hampshire, New Jersey, New Mexico, New York,
North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Utah and Virginia.

      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.

REVENUE SOURCES

      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 most cases, the Company also receives a surcharge fee from the
cardholder when the cardholder makes a cash withdrawal from an ATM in the
Company's network. For more details, see "--Interchange/Surcharge Fees" below.

      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, cash condition and ATM service interruptions. In some cases, these
services also include 24 hour dispatch of field service personnel for necessary
service calls, cash settlement and reporting services. The fees for these
services are paid by the owners of the ATMs.

      The Company has also begun to earn revenues for processing debit card
transactions for its bank customers. Consumers use debit cards to make purchases
from merchants, with the amount of the purchase automatically deducted from
their checking accounts. The Company earns a small surcharge for each debit card
transaction processed by it for its bank customers. The Company does not earn a
fee for transactions processed for banks that are not its customers. See Annual
Report on Form 10-KSB for fiscal year ended January 31, 2002--Item 6,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION--Overview."


                                       8
<PAGE>


INTERCHANGE/SURCHARGE FEES

      Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary depending on
the transaction type. The primary types of transactions that are currently
processed on ATMs in the Company's network include cash withdrawals, balance
inquiries, account transfers and uncompleted transactions. 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 generally 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 often 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.

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

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED
JULY 31, 2002 AND JULY 31, 2001.

      Overview. Revenues are down for the six months ended July 31, 2002 in
comparison with the same period last year as a result of the loss of six banking
clients during fiscal year ended January 31, 2002. A competitor of the Company
that has the capability to provide both back office services and ATM management
services has taken over the ATM management servicing for these six banks. The
loss of revenues has been partially offset by an increase in Company-owned ATMs
placed in other locations. The revenues generated from newly placed ATMs are
typically lower than can be expected once the ATM has been in place for several
months. Thus, the revenues generated by these newly placed ATMs have


                                       9
<PAGE>


not totally offset the loss of revenues generated by the ATMs from the former
banking clients. The loss of revenues has also been partially offset by a
reduction in cost of revenues resulting from lower transaction costs, such as
interchange rebates and net work processing costs, resulting from the loss of
these banking clients.

      Revenues. The Company's total revenues decreased to $2,050,525 for the
three months ended July 31, 2002 from $2,416,768 for the three months ended July
31, 2001 and decreased to $4,013,559 for the six months ended July 31, 2002
("second quarter 2003") from $4,574,184 for the six months ended July 31, 2002
("second quarter 2002"). This decrease was primarily attributable to a loss of
banking clients and an increase in newly-placed ATMs in the Company's network on
which the Company imposed surcharge and interchange fees for cash withdrawals
and transactions. Transactions at newly-placed ATMs are generally lower
initially resulting in lower fees. See "--Overview." The number of such ATMs
increased to 661 in the second quarter 2003 from 612 in the second quarter 2002.
As discussed above, revenues are derived from four main sources, Surcharge Fees,
Interchange Fees, Funding Revenues (Expense) and Network Management Services.
See "--Revenue Sources."

           Surcharge Revenues. Surcharge fees decreased to $1,487,825 or 72.6%
      of total revenues for the three months ended July 31, 2002 from $1,511,607
      or 62.5% of total revenues for the three months ended July 31, 2001 and
      decreased to $2,876,164 or 71.7% of total revenues for the six months
      ended July 31, 2002 from $2,899,819 or 63.4% of total revenues for the six
      months ended July 31, 2001. As discussed above, this decrease is primarily
      due to a loss of banking clients. See "--Overview."

           Interchange Revenues. Revenues derived from interchange fees
      decreased to $489,079 for the three months ended July 31, 2002 from
      $730,497 for the three months ended July 31, 2001, and decreased to
      $990,361 for the six months ended July 31, 2002 from $1,382,863 for the
      six months ended July 31, 2001. As discussed above, the decrease in
      surcharge and interchange revenues are primarily due to a loss of banking
      clients. See "--Overview."

          Funding. Revenues received from Funding under a Management Agreement
     between the Company and Funding were $12,712 for the three months ended
     July 31, 2002 and $10,582 for six months ended July 31, 2002 compared with
     expenses incurred from Funding of $9,350 for the three months ended July
     31, 2001 and $56,882 for the six months ended July 31, 2001. See "--Revenue
     Sources." The number of ATMs which received vault cash from Universal
     Funding increased from 221 ATMs as of July 31, 2001 to 252 ATMs as of July
     31, 2002. The revenues earned by Funding from interchange fees increased in
     the second quarter 2003 from the second quarter 2002, primarily as a result
     of a greater number (and increased utilization ) of these ATMs. See
     "--Revenues from Funding."

           Network Management Fees. The Company's revenues from network
      management services provided to banks and third parties decreased to
      $60,909 for the three months ended July 31, 2002 from $184,014 for the
      three months ended July 31, 2001 and to $136,452 for the six months ended
      July 31, 2002 from $348,384 for the six months ended July 31, 2001. As
      discussed above, this decrease is a result of a loss of banking clients.
      See "--Overview."

      Revenues from Funding. The Company has a relationship with its affiliate,
Funding, under which Funding provides vault cash for certain ATMs owned by the
Company. At the request of Funding, the Company leases all of these ATMs to
Funding so that Funding may protect its vault cash in the ATMs. At July 31, 2002
and 2001, Funding had vault cash located in approximately 252 and 221 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


                                       10
<PAGE>


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.

           Second Quarter 2003. The revenues received by the Company from
      Funding under the Management Agreement were $12,712 and $10,582 for the
      three months and six months ended July 31, 2002. These revenues equal
      Funding's "net income" under the Management Agreement for the same period.
      Funding's "net income" of $12,712 for the three months ended July 31, 2002
      consisted of $211,514 in revenues from interchange fees earned by Funding,
      less Funding's expenses in the amount of $192,527 and Funding's return on
      equity payment to shareholders of Funding in the amount of $6,275.
      Funding's "net income" of $10,582 for the six months ended July 31, 2002
      consisted of $402,400 in revenues from interchange fees earned by Funding,
      less Funding's expenses in the amount of $379,472 and Funding's return on
      equity payment to shareholders of Funding in the amount of $12,345.

           Second Quarter 2002. The losses suffered by the Company from Funding
      under the Management Agreement were $9,350 and $56,882 for the three
      months and six months ended July 31, 2001. These expenses equal Funding's
      "net loss" under the Management Agreement for the same period. Funding's
      "net loss" of $9,350 for the three months ended July 31, 2001 consisted of
      $205,321 in revenues from interchange fees earned by Funding, less
      Funding's expenses in the amount of $208,396 and Funding's return on
      equity payment to shareholders of Funding in the amount of $6,275.
      Funding's "net loss" of $56,882 for the six months ended July 31, 2001
      consisted of $384,083 in revenues from interchange fees earned by Funding,
      less Funding's expenses in the amount of $428,620 and Funding's return on
      equity payment to shareholders of Funding in the amount of $12,345.

      Cost of Revenues. The Company's cost of revenues decreased to $1,706,958
and $3,388,219 for the three months and six months ended July 31, 2002,
respectively from $1,872,805 and $3,605,744 for the three months and six months
ended July 31, 2001 respectively. The principal components of cost of revenues
are salaries, telecommunication services and transaction processing charges,
interchange and surcharge rebates, ATM site rentals, maintenance and repairs,
depreciation and amortization and vault cash rental costs. This decrease is
principally due to a decrease in interchange rebates and network processing
costs resulting from the loss of banking clients partially offset by increases
in surcharge rebates, ATM maintenance and repair and depreciation.

      Gross Margin. Gross profit as a percentage of revenues for the three
months and six months ended July 31, 2002 was 16.7% and 15.6%, respectively, and
for the three months and six months ended July 31, 2001 was 22.5% and 21.2%,
respectively. The decrease for the three months and six months ended July 31,
2002 was caused by a number of factors, including decreased surcharge fees,
interchange fees and network management services revenues and increased
surcharge rebates and increased personnel expense and telecommunications charges
resulting from growth in the ATM network.

      Operating Expenses. The Company's total operating expenses decreased to
$418,571 and $819,455 for the three months and six months ended July 31, 2002,
respectively from $463,973 and $882,466 for the three months and six months
ended July 31, 2001, respectively. The principal components of operating
expenses are administrative salaries and benefits, professional fees, occupancy
costs, sales and marketing expenses and administrative expenses. This decrease
is principally attributable to a reduction in indirect salaries and general
administrative expenses. ATM shortages and write-off of bad debt partially
offset this decrease.

      Interest Income. Through its subsidiary, Electronic Funds Transfer, Inc.
("EFT), the Company extends short-term loans to Funding, which uses the loan
proceeds to provide vault cash for ATMs in the Company's network. 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 decreased to $6,584 and
$18,687 for the three months


                                       11
<PAGE>


and six months ended July 31, 2002, respectively, from $22,526 and $41,800
for the three months and six months ended July 31, 2001, respectively, as a
result of lower average outstanding loan balances.

      Net Income or Loss before Taxes. The Company had net loss of $101,091 or
$0.025 per share for the three months ended July 31, 2002 compared to net income
of $76,186 or $0.019 per share for the three months ended July 31, 2001. The
Company had net loss of $235,765 or $0.058 per share for the six months ended
July 31, 2002 compared to net income of $72,740 or $0.018 per share for the six
months ended July 31, 2001. The increased losses were attributable to lower
revenues partially offset by lower expenses as described above.

      Income Taxes. The Company paid no income taxes for the six months ended
July 31, 2002 and for the three months ended July 31, 2002, as a result of a
loss. The Company paid no income tax for the six months ended 2001 and for the
three months ended July 31, 2001, utilizing operating loss carryforwards to
reduce taxable income to zero.. The Company has unused operating loss
carryforwards of approximately $3,000,000, which expire between 2005 and 2021.

LIQUIDITY AND CAPITAL RESOURCES

      Working Capital Deficit. At July 31, 2002, the Company had working capital
deficit of $1,040,070, compared to a working capital deficit of $921,118 at
January 31, 2002. The ratio of current assets to current liabilities decreased
to .40 at July 31, 2002 from .50 at January 31, 2002.

      Funding of Operations. The Company has funded its operations and capital
expenditures from cash flow generated by operations, capital leases and
borrowings from lenders. Operating activities provided net cash of $112,602 for
the six months ended July 31, 2002 compared to $418,243 for the six months ended
July 31, 2001. Net cash provided by operating activities for the six months
ended July 31, 2002 consisted primarily of depreciation of $435,224, a decrease
in accounts receivable of $6,453 and a decrease in prepaid expenses and other
assets of $24,344 partially offset by a net loss of $235,765 and a decrease in
accounts payable of $124,974. Net cash used in investing activities was $313,832
for the six months ended July 31, 2002, compared to net cash used by investing
activities of $617,063 for the six months ended July 31, 2001. The decrease in
net cash used in investing activities resulted primarily from a decrease in
loans to Funding to provide vault cash and a decrease in purchases of plant and
equipment. Net cash used in financing activities was $265,203 for the six months
ended July 31, 2002, compared to net cash used in financing activities of
$216,847 for the six months ended July 31, 2001. The increase in the use of cash
in connection with financing activities results primarily from the repurchase of
treasury stock for $23,438. The Company had cash and cash equivalents of
$125,989 at July 31, 2002, compared to cash and cash equivalents of $164,581 at
January 31, 2001.

      Much of the Company's cash requirements relate to the need for vault cash
for ATMs owned by the Company. Funding currently provides vault cash for a
majority of these ATMs. At July 31, 2002 and 2001, Funding had vault cash of
approximately $2.6 million and $2.5 million, respectively, located in
approximately 252 and 221 ATMs, respectively, owned by the Company. Through its
subsidiary, EFT, the Company lends funds to Funding for vault cash to the extent
that Funding cannot obtain financing on reasonable terms from other sources and
to the extent that the Company has cash available to lend to Funding. The
outstanding balance of the loans made by EFT to Funding at July 31, 2002 was
$384,715 and at July 31, 2001 was $764,415. See "Comparison of Results of
Operations for the Three Months and Six Months Ended July 31, 2002 and July 31,
2001 - Revenues from Funding" and the Company's Annual Report on Form 10-KSB for
the fiscal year ended January 31, 2002, 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.

      The Company also obtains vault cash under the following arrangements:


                                       12
<PAGE>


        o Chart Bank. In September 2002, the Company entered into a new
          arrangement with Chart Bank allowing it to obtain up to $1,000,000 in
          vault cash ("New Chart Bank Arrangement"). The old arrangement entered
          into in October 1999 allowed the Company to obtain up to $5,000,000 in
          vault cash from Chart Bank and was amended in January 2002 to reduce
          the amount available to $1,000,000, (the "Old Arrangement"). As of
          July 31, 2002, $657,400 was outstanding under the Old Arrangement. The
          New Chart Bank Arrangement has superceded the Old Arrangement and has
          a term of three years which shall automatically renew in September
          2005 unless notice is given 30 days prior to renewal. The arrangement
          may be terminated by either party for any reason after 60 days written
          notice. Under this 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.

        o WSFS. In August 2000, the Company entered into an arrangement with
          Wilmington Savings Fund Society ("WSFS") allowing it to obtain up to
          $3,000,000 in vault cash. In February 2002, WSFS increased the
          Company's limit to $5,000,000 and, as of July 31, 2002, approximately
          $4,193,000 was outstanding. The WSFS arrangement has a one-year term,
          which automatically renewed in August 2002, and may be terminated by
          WSFS at any time upon breach by the Company and upon the occurrence of
          certain other events. Under this 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.

        o First Mariner Bank of Baltimore. Under the Company's arrangement
          regarding the combined convenience stores and gas stations (as
          described in Company's Annual Report on Form 10-KSB for the year ended
          January 31, 2002, Part I, Item 1 "Description of Business--Our
          Network--Significant Relationships"), First Mariner Bank provides
          vault cash (approximately $1.5 million) for all 101 ATMs placed under
          that arrangement. This arrangement has a five (5) year term, currently
          has no limit on the amount of vault cash which can be placed in these
          ATMs and may be terminated by First Mariner Bank at any time upon
          breach by the Company and upon the occurrence of certain other events.
          We are also in the process of trying to negotiate an expansion of the
          Company's relationship with First Mariner Bank. As compensation for
          this current arrangement, First Mariner Bank shares in a portion of
          the surcharge fees earned in connection with these ATMs.

        o Horizon National Bank. Under a new vault cash arrangement executed in
          September 2002, Horizon National Bank has agreed to provide vault cash
          of up to $1.5 million for certain new ATMs and the ATMs located in the
          Kansas City area. This new arrangement has a one (1) year term and may
          be terminated by either party for any reason after 60 days written
          notice. Horizon National Bank may also terminate this arrangement at
          any time upon breach by us and upon the occurrence of certain other
          events. As compensation for this current arrangement, Horizon National
          Bank shares in a portion of the surcharge fees earned in connection
          with these ATMs.

      During the fourth quarter of calendar year 2001, two previous vault cash
providers, Humboldt Bank and Tehama Bank, suffered significant losses as a
result of vault cash theft unrelated to the Company's network. To reduce
exposure, each bank has made the determination to exit the business of renting
vault cash to ATM networks. In connection with this exit in December 2001, both
banks gave the Company the required notice of their desire to terminate the
Company's vault cash arrangement. Under the Tehama Bank arrangement, the Company
could rent up to $3,000,000 in vault cash and, as of January 31, 2002, was
renting approximately $2,000,000 in vault cash. Under the Humboldt Bank
arrangement, the Company could rent up to $1,000,000 in vault cash and, as of
January 31, 2002, was renting approximately $1,300,000 in vault cash, which
exceeded the limit under the Humboldt Bank arrangement by $300,000. Both
arrangements terminated effective March 1, 2002. The vault cash being obtained


                                       13
<PAGE>


from these banks has been replaced with expansion of the Company's relationship
with WSFS and Funding.

     As a result of certain factors, the Company's liquidity has been reduced
significantly from the same period a year ago. This reduction in liquidity is
partially due to the start-up period for new ATMs associated with the Company's
recent expansion efforts, the loss of certain banking clients as discussed above
and increased competition.

      As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. The Company believes that cash flow
from operations will be sufficient to fund operations and to allow it to
continue to explore and pursue expansion opportunities. If cash flow from
operations is not sufficient to fund the Company's operations, it may be
required to seek additional sources of financing. If any of the Company's
existing financing arrangements are terminated, or if it 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 or the loss of
additional customers could have a material adverse effect on its business,
results of operations and financial condition. As always, the Company continues
to look for new and alternative vault cash sources.

SUBSEQUENT EVENTS

     Significant Relationships.  In June 2002, the operator of the combined
convenience stores and gas stations at which the Company maintains 52 ATMs has
indicated that it will not renew its agreement with the Company. The Company
believes this agreement will terminate as of February 2003, however, the
operator of the combined convenience stores and gas stations has indicated that
the agreement may terminate prior to that. For the six months ended July 31,
2002, this agreement accounted for approximately 11% of revenues.  In addition,
the written contract with the operator of the combination convenience stores and
gas stations at which the Company maintained 43 ATMs as of July 31, 2002,
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.

     Expansion of Network. On September 19, 2002 the Company amended its
arrangement with Kmart, allowing it to place additional ATMs in 222 additional
stores in the eastern half of the United States with concentrations in Florida,
New York, New Jersey, Virginia, Illinois, Texas, Massachusetts and Ohio.

IMPACT OF INFLATION AND CHANGING PRICES

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

      Examples of forward-looking statements include, but are not limited to:
(i) projections of revenues, income or loss, earnings or loss per share, capital
expenditures, the payment or non-payment of dividends, capital structure and
other financial items, (ii) statements of plans and objectives of the Company or
its management or Board of Directors, including plans or objectives relating to
the products or services of the Company, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying the statements
described in (i), (ii) and (iii). Forward-looking statements can often be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," "could," "intends," "plans," "estimates" or
"anticipates," variations thereof or similar expressions.

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


                                       14
<PAGE>


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 operators of combination convenience stores and gas  stations at
           which  the  Company  maintains  43,  52 and 173  ATMs as of July 31,
           2002.  See "--Subsequent Events--Significant Relationships";

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

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

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

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

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

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

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

      o    Changes in general economic conditions; and

      o    Resolution of a Johnson County Kansas property tax dispute.

      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.


                                       15
<PAGE>


PART II - OTHER INFORMATION

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K.

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

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

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

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




                                       16
<PAGE>



                                   SIGNATURES
                                   ----------


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


                               UNIVERSAL MONEY CENTERS, INC.
                               (Registrant)


Date: September 20, 2002       By:  /s/ David S. Bonsal
                                  ---------------------------------
                                   David S. Bonsal
                                   Chairman of the Board, Chief Executive
                                   Officer, Principal Financial and Accounting
                                     Officer




                                       17

<PAGE>


                                   CERTIFICATE
                                   -----------



      I, David S. Bonsal, certify that:

      1.   I have reviewed this quarterly report on Form 10-QSB of Universal
           Money Centers, Inc.;

      2.   Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report; and

      3.   Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present in all
           material respects the financial condition, results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report.



           Date: September 20, 2002

                                   /s/ David S. Bonsal
                                   -----------------------------
                                   David S. Bonsal
                                   Chief Executive Officer




                                       18
<PAGE>


                                   CERTIFICATE
                                   -----------


     I, Christopher D. Greek, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Universal
          Money Centers, Inc.;

     2.   Based on my  knowledge, this quarterly report does not contain any
          untrue statements of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

          Dated: September 20, 2002


                                   /s/ Christopher D. Greek
                                   -----------------------------
                                   Christopher D. Greek
                                   Corporate Controller



                                     19


<PAGE>


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

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

3.1*       Articles of Incorporation of the Company, as amended

3.2**      Amended and Restated Bylaws of the Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

<PAGE>



10.17      ATM Sublease January14, 2000 among Nationwide Money Service, Inc.,
           the Company and Dana Commercial Credit Corporation (Incorporated by
           reference from Exhibit 10.17 to the registrant's Quarterly Report on
           Form 10-QSB for the quarter ended April 30, 2000).

10.18      Lease Schedule No. 5 dated March 30, 2000 to Master Lease Agreement
           dated January 18, 1999 between the Company and Dana Commercial Credit
           Corporation (Incorporated by reference from Exhibit 10.18 to the
           registrant's Quarterly Report on Form 10-QSB for the quarter ended
           April 30, 2000).

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

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

10.21      Settlement Agreement and Release of All Claims dated November 28,
           2001 between Universal Money Centers, Inc. and John L. Settles
           (incorporated by reference from Exhibit 10.21 to the Company's
           Quarterly Report on Form 10-QSB for the quarter ended October 31,
           2001).

10.22      Settlement Agreement and Release dated April 22, 2002, between
           Universal Money Centers, Inc. and Dave Windhorst (incorporated by
           reference from Exhibit 10.22 to the Company's Annual Report on Form
           10-KSB for the year ended January 31, 2002).

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.