U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934:
      For the fiscal year ended DECEMBER 31, 1999
                                -----------------

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934:  For the
      transition period from __________________ to _________________.

                         Commission File number 0-17773

                             ATS MONEY SYSTEMS, INC.
                             -----------------------
                 (Name of small business issuer in its charter)

     NEVADA                                               13-3442314
    ---------                                      ---------------------
(State of other jurisdiction of             (I.R.S. employer identification No.)
incorporation or organization)

                 25 ROCKWOOD PLACE, ENGLEWOOD, NEW JERSEY 07631
                 ----------------------------------------------
               (Address of principal executive offices)(Zip code)

                    Issuer's telephone number: (201) 894-1700

       Securities registered under Section 12(b) of the Exchange Act: NONE
                                                                      ----

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (Title of class)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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: [ ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

      State issuer's revenues for its most recent fiscal year:  $13,999,166
                                                               ------------

      State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days:

      Approximately $5,184,567 on the average of the high bid price $ 2.6563 and
      low asked price $ 2.750 published by the National Quotation Bureau Inc. on
      March 13, 2000.

      State the number of shares outstanding of each of the issuer's classes of
      common equity, as of the latest practicable date: As of March 13, 2000 -
      5,643,217 shares of Common Stock, $.001 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

2000 definitive annual meeting proxy statement to be filed with the Commission -
incorporated by reference into Part III.

Transitional Small Business Disclosure Format: Yes:  [ ]       No: [X]

                                       1
<PAGE>


      THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS, IN ADDITION TO HISTORICAL
      INFORMATION, CERTAIN FORWARD-LOOKING STATEMENTS THAT MAY INVOLVE
      SIGNIFICANT RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS ARE
      BASED ON MANAGEMENT'S BELIEF AS WELL AS ASSUMPTIONS MADE BY, AND
      INFORMATION CURRENTLY AVAILABLE TO, MANAGEMENT PURSUANT TO THE "SAFE
      HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
      1995. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
      EXPRESSED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN
      THIS ANNUAL REPORT. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
      DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN ITEM 1 -
      "DESCRIPTION OF BUSINESS", ITEM 6 - "MANAGEMENT'S DISCUSSION AND ANALYSIS
      OR PLAN OF OPERATIONS" AND ELSEWHERE IN THIS ANNUAL REPORT, AS WELL AS
      GENERAL ECONOMIC CONDITIONS, ECONOMIC CONDITIONS IN THE INDUSTRIES IN
      WHICH THE COMPANY'S CUSTOMERS COMPETE, A DETERMINATION BY THE COMPANY'S
      CUSTOMERS TO PROLONG THE TEST CYCLES OF THE COMPANY'S EQUIPMENT, SOFTWARE
      AND SOFTWARE SUPPORT SERVICES AND A DETERMINATION BY THE COMPANY'S
      CUSTOMERS TO MODIFY OR CHANGE THEIR UNDERLYING COMPUTER AND CASH REPORTING
      SYSTEMS. THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE
      RESULT OF ANY REVISIONS TO ITS FORWARD-LOOKING STATEMENTS THAT MAY BE MADE
      IN THIS ANNUAL REPORT TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING AFTER
      THE DATE OF THIS ANNUAL REPORT OR TO REFLECT THE OCCURRENCE OF OTHER
      UNANTICIPATED EVENTS.


PART I

ITEM 1 - DESCRIPTION OF BUSINESS

GENERAL

      ATS Money Systems, Inc. ("ATS"), with Innovative Electronics, Inc.
("IEI"), a wholly-owned subsidiary (collectively, the "Company"), is engaged in
the development, sale and service of (i) currency counting systems and equipment
for fast food, grocery, department and chain stores' cash offices and bank
commercial vaults, and (ii) specialized information communications systems
primarily used by chain stores. The Company's customers are businesses that
handle a large number of cash, check and credit transactions on a daily basis,
such as banks and fast food, grocery, department and chain stores. The Company
was incorporated in 1987 under the laws of the State of Nevada and is the
successor to a similar business acquired by merger in 1988.

      In August 1994, the Company, through IEI (which was formed for such
purpose), acquired the business and substantially all of the assets of
Innovative Electronics, Inc. Based in Miramar, Florida, IEI is engaged in the
business of marketing hardware and software products designed by IEI or its
predecessor to permit the exchange of pricing, product and other information
among stores within a chain and between such stores and the stores'
headquarters.

PRODUCTS

      The Company is in the business of marketing currency counting systems,
proprietary software computer systems, computers and peripherals for automating
fast food, grocery, department and chain stores' cash offices and bank
commercial vaults. In addition, IEI is engaged in the business of marketing
point-of-sale (POS) systems, communications hardware and software products
primarily used by chain stores to permit the internal exchange of information.

      The principal products sold by the Company during 1999 were its ATS
CP-3000 Retail Cash Office Management System, ATS 601 Scale, CP-4000 Retail Cash
Office Management System, CP-2000 Deposit/Register Verification System, and
PowerEncode Check Encoding System, which products accounted for approximately
90% of the Company's 1999 equipment and systems sales and, through IEI,
StoreComm ISP and its related hardware. The Company also sells various types of
currency/document counters and dispensers.

ATS CP-3000 RETAIL CASH OFFICE MANAGEMENT SYSTEM
------------------------------------------------

      The CP-3000 System was developed for the retail industry in response to
the trend of using a UNIX(R) operating system in store operations. Application
software for the CP-3000 System is loaded into a central in-store processor (an
"ISP"), thereby eliminating the need for stand-alone computers and, in their
place, using low-cost ASCII terminals. The software for the CP-3000 System is
written in C language, which allows it to be used in a stand-alone PC, a PC
emulating a terminal or an ASCII terminal connected to the host ISP, thereby
making the system suitable for retailers using UNIX(R) or other operating
systems. The CP-3000 System utilizes advanced software screen managers. It is
intended to offer the user greater flexibility and to provide the Company with
the ability to offer custom applications without extensive code writing. The
Company believes that this feature enables the CP-3000 System to be more
competitive without eroding profit margins. The selling price of the CP-3000
System varies substantially depending upon the specific requirements of the
customer for hardware, software and peripherals.


                                       2
<PAGE>


ATS 601 SCALE
-------------

              The ATS-601, an electronic scale for weighing currency and coins,
does the work of a friction feed currency counter and a coin counter at the
approximate cost of only one of those units. As a result, the user benefits
through a reduction in capital expenditure, as well as a reduction in annual
maintenance, since the ATS-601 has no mechanical parts to wear or be
re-adjusted. The ATS 601 scale will ultimately be replaced by The ATS 6000, an
electronic scale introduced in 1999.

CP-4000 RETAIL CASH OFFICE MANAGEMENT SYSTEM
--------------------------------------------

      The CP-4000 System was developed in order to allow the Company to take
advantage of the significant marketing effort being made by Microsoft
Corporation to promote its Windows(R) and Windows NT(R) operating systems. The
CP-4000 System is written in native NT code and incorporates all of the features
of the CP-3000 System with the added advantage of dual processing capability.
The dual processing capability allows two applications to be run at the same
time, with the labor expended being no more than would have been used for a
single application. A good example of this capability is the ATS PowerEncoding
application being run simultaneously with the retail register settlement
application with no additional labor expended.

CP-2000 DEPOSIT/REGISTER VERIFICATION SYSTEM
--------------------------------------------

      The system is an integrated system consisting of a computer, a currency
counter, one or more peripherals and a proprietary software system, which
provides an alternative to performing manual record keeping of cash receipts and
transfers, and is used primarily by banks and retail establishments. The system,
using an IBM-PC or compatible computer, interfaces with the Company's currency
counter to speed up counting, tally various accounts, maintain period-to-date
totals, maintain records and automatically prepare and print various management
reports as a by-product of the counting operation. The system's software is
readily modifiable to fit the particular needs of a user and can be upgraded.
All information is captured on diskette or fixed disk, which assists in
generating historical account analysis for management.

      The system is designed for operators with little or no prior experience.
Its appeal to management is based on the significant labor savings, which can be
achieved through the automation of the counting and reporting functions. If the
user does not have an IBM-PC or compatible computer and the associated currency
counting equipment to use the system, the Company can furnish all of the
necessary equipment. The system varies in price depending upon the hardware
configuration and the specific application software used.

POWERENCODE CHECK ENCODING SYSTEM
---------------------------------

      The ATS PowerEncode check encoding system was developed to reduce the cost
of handling checks at retail store locations. The system automatically balances
checks to point-of-sale ("POS") supplied data, and pre-encodes the check amounts
prior to deposit. The system provides and maintains continuous hands free
operation that greatly reduces store labor required to complete these functions
versus present procedures. ATS also offers the system as part of its Value Added
Reseller Agreement with Unisys Corporation.

ATS POWERVAULT CASH VAULT MANAGEMENT SYSTEM
-------------------------------------------

      The PowerVault System was developed to provide a more comprehensive
solution for the requirements of larger banks. The PowerVault System utilizes
LAN technology and software such as Microsoft Windows and Microsoft Access(R).
While the PowerVault System retains all of the benefits to users of the CP-2000
System, it is designed to provide a significant increase in control over, and
accountability for, funds as they move within the cycle of a vault. In addition,
the PowerVault System offers the capability of providing reports, in hard copy
or file, to customers as soon as their deposits have been processed. The
PowerVault System uses a combination of workstations with application software
providing different functions for the various steps in vault processing. Because
the requirements of each vault differ to some degree, the number of workstations
and the price of the total system fluctuate substantially.

STORECOMM2000
-------------

      The StoreComm2000 product suite, designed for the retail environment, is a
distributed processing system that provides transaction data processing in the
retail stores and at the data center. StoreComm2000 is comprised of three
subsystems: StoreComm/Host and StoreComm/ISP, which are interrelated components,
and StoreComm/POS.


                                       3
<PAGE>

      STORECOMM/HOST - The StoreComm/Host product is a set of software
applications that run on the retail data center host processor, typically IBM
mainframe, AS/400(TM) or Tandem. StoreComm/Host allows retailers to configure,
manage and control their store network, from the central host site. This system
facilitates the transfer of data between corporate headquarters and the retail
stores within the chain, PLU (price look-up) management, credit authorization,
and the ability to make real-time inquiries on store level information.

      STORECOMM/ISP - The StoreComm/ISP is an in-store processing software
package that resides in each store in the retail chain, to which all POS
terminals are networked. This software (and optional IEI communications
hardware/printed circuit board) runs on an IBM compatible PC with a Pentium(R)
or higher processor. Several operating environments are supported, including
UNIX and Windows NT. StoreComm/ISP is the in-store control point and each
store's information gateway between the POS and the data center host. The
StoreComm/ISP monitors and collects all POS transactions as they occur and
processes this data into useful reports. In addition, StoreComm/ISP can provide
the POS terminals and other networked devices with access to added
functionality, such as credit verification, price look-up, e-mail, layaway and
gift certificate tracking. During 1999, IEI provided a customized version of its
Windows NT based StoreComm/ISP for a major, southeast US based retail chain.
Implementation of the solution enabled the customer to extend the life of their
existing POS terminals, thereby preserving a significant POS investment.

      STORECOMM/POS - StoreComm/POS is the point-of-sale software transaction
set that runs on the POS terminals. The StoreComm/POS is designed to run on a
variety of terminal types, including all PC-based POS terminals, such as
terminals manufactured by NCR, IBM and Fujitsu-ICL, as well as some older non-PC
based POS terminals. The StoreComm/POS software uses a CRT as its display to
provide the cashier with a full-screen menu driven interface and utilizes a
function key oriented keyboard. An optional feature of the StoreComm/POS is the
application and development test tool, which allows the retailer to customize
the software and automate testing of modifications made.

OTHER PRODUCTS
--------------

      In addition to the foregoing products, the Company markets several coin
and currency/document counters, all microprocessor controlled for accuracy.

      Counters are used by banks, retail establishments, transit authorities,
currency exchanges and other commercial and governmental agencies for accurately
counting large quantities of coins, currency, coupons, transit toll tickets,
checks and other documents. The Company offers three different models of
currency/document counters, each of which can count at least 1000 documents per
minute. Two of the models can be equipped with a counterfeit detection aid. In
addition, the Company offers a coin counter/packager and a coin counter/sorter.

      The ATS-5000 Automated Telephone Cash Ordering System, like the CP-2000
System, is an integrated system which allows coin and currency orders to be
taken automatically over the telephone. With the ATS-5000 System, the caller
placing the order enters all necessary information with the telephone keypad,
thereby eliminating the personnel formerly needed to answer the telephone and
write the order. After an order is placed, the ATS-5000 System prepares all of
the various reports and documents necessary for picking, packing and shipping
the order. The document needed to charge the account placing the order also is
prepared. The ATS-5000 System answers the phone in a friendly, natural voice,
repeats the amount of each item ordered and informs the caller of the total
amount of the order when it is completed. Upon completion, the caller is also
given an order confirmation number. The ATS-5000 System can service multiple
callers simultaneously, process standard orders automatically and prepare a
variety of management reports. As a result, the ATS-5000 System utilizes less
labor and eliminates the possibility of transcribing errors.


                                       4
<PAGE>


MAINTENANCE AND SERVICE CONTRACTS

      The Company generally warrants its products for 90 days after the sale.
Warranty and after-warranty service on all hardware products is provided through
a national third-party service company under contract to the Company. As a
result, a customer usually is able to receive a response to a service request
within four business hours and the Company does not incur the overhead expenses
which would normally be associated with maintaining a field service department.
Warranty and after-warranty service on all software products is handled over the
telephone by the Company's help-desk personnel who are trained on the various
systems installed in customers' locations.

      Pursuant to its maintenance contracts, customers purchasing complete
systems have access to a toll-free "hot line" which allows them to call the
Company directly if they have a problem. The Company's support department
determines the nature of the problem and arranges for the dispatch of technical
service when necessary. If the problem is operator-oriented, it is usually
correctable without a visit from a field technician. Customers purchasing
stand-alone equipment have access to the Company's third party service company
in the event of a problem. Customers who purchase StoreComm 2000 systems call
IEI directly if they have a problem, where customer support personnel are
available to help resolve the problem.

      The Company's maintenance contracts usually are for a maximum of one year,
generally commence at the beginning of the calendar year and are prepaid in full
at such time. The Company retains ownership of all service contracts with its
customers, which are priced to return a profit to the Company.

MARKETING

      The Company believes that the immediate market for its products are those
businesses that handle large amounts of cash on a daily basis, such as banks and
fast food, grocery, department and chain stores. The Company is an established
supplier of currency counting and control systems and equipment and, since its
acquisition of IEI, has begun to establish itself as a supplier of hardware and
software systems designed to permit the exchange of data among stores within a
chain. In the retail industry, the Company's customers include Bergdorf-Goodman,
T.J. Maxx, Target Stores, Mervyns, The Home Depot, Lowe's Companies, Inc., Ames
Department Stores and Carson Pirie Scott & Company. In the grocery industry, the
Company's customers include ShopKo. The Company's users also include major banks
in the United States as well as national and regional armored car operators.

      In general, because of the nature of the Company's products, a large
potential customer will normally place a small order for the Company's products
for testing in one or several locations. If testing meets the customer's
criteria, the customer will generally order a large quantity of product for
installation throughout its locations and, thereafter, will order decreasing
quantities to complete installation at smaller or newly established locations.
During 1999, sales to The Home Depot accounted for approximately 23% of the
Company's total revenue. In addition, T.J. Maxx accounted for 18%, Dayton Hudson
10% and Lowes 8% with no other customer accounting for more than 5% of the
Company's total revenue. The Company's bank sales are not seasonal, but its
sales to retailers generally occur during the first three quarters of each year.

      The Company markets its products on a national basis, primarily by its own
employees, supervised by the Company's executive officers. Although the Company
expects that a high percentage of its future sales will continue to be made by
its own employees, the Company continues to review potential strategic alliances
and, should any opportunity arise, the Company may take advantage of the sales
potential available through the formation of strategic business alliances with
larger companies engaged in the sale of complementary products and services.

      The Company's sales staff is organized into a territory sales group, a
national accounts sales group for retail cash office system sales, and a POS and
communications systems solutions sales group. This structure is designed to
assure coverage of the banking industry, which is comprised of local or regional
organizations, and the retail industry, which is essentially controlled by chain
organizations with headquarters having control over systems and purchasing. The
territory sales group is responsible for direct sales to banks and independent
retail operations within a specific geographical area in which the
representative is assigned. This group also would serve to support the sales
efforts of sales representatives of those organizations with which the Company
may form a strategic business alliance. The national accounts sales group is
headquartered at the Company's offices in New Jersey and is responsible for
retail cash office systems sales to chain stores with centralized management and
purchasing. The POS and communications systems solutions sales group is
headquartered at IEI's offices in Miramar, Florida, and is responsible for the
sale of POS and communications products to chain stores. The Company's sales
staff receives a base salary plus commissions.



                                       5
<PAGE>


      IEI has established business alliances with several major vendors within
the retail industry, namely IBM, NCR, Fujitsu-ICL and Epson, as well as
non-industry specific vendors, including Microsoft, Oracle, SCO and Tandem.
Through these relationships, IEI has had access to low-cost or free hardware and
software for development purposes, as well as sales and marketing programs to
strengthen market position.

      The Company participates in over 20 industry conferences such as the
National Retail Federation ("NRF") Annual Conference, the NRF Retail Information
Systems Conference, the Retail Systems Conference and Exhibition, the National
Association of Convenience Stores, Food Service Technology and the Food
Marketing Institute's Marketechnics Conference. In addition, the Company
conducts a small number of private shows in selected cities.

PRODUCT DEVELOPMENT AND ENHANCEMENT

      The Company's software systems are proprietary. Since its inception, the
Company has continued to develop and enhance its proprietary software systems to
automate cash processing. During 1999 and 1998, the Company spent approximately
$698,000 and $671,000, respectively, to enhance its proprietary software
systems.

      The Company relies on the complexity of its proprietary software systems
and its licensing agreements to protect its computer software coding.

MANUFACTURING, DISTRIBUTION AND PROPRIETARY RIGHTS

      The Company does not manufacture any of the equipment it sells, although
some equipment and components are manufactured exclusively for the Company. Some
of the equipment sold by the Company is distributed exclusively by the Company
in the United States. Other equipment is purchased from the manufacturer with
the Company's label and still other equipment is distributed with the
manufacturer's label on a non-exclusive basis by the Company.

      Other than the printed circuit boards used in conjunction with the
StoreComm ISP, which circuit boards are proprietary and manufactured to the
Company's specifications, substitute equipment for use in the Company's systems
is obtainable by the Company from other sources.

EMPLOYEES

      As of March 13, 2000, the Company had 58 full-time employees, 14 of whom
are at IEI. Eight of the Company's employees are executive and administrative
personnel, twelve are systems software development personnel, eleven are
customer software support personnel, ten are customer hardware support personnel
and 17 are sales and marketing personnel. The Company's employees are covered by
a comprehensive medical and major medical plan, and receive life insurance and
long term disability benefits. The Company is not a party to any collective
bargaining agreement and considers its employee relations to be satisfactory.

      It is the Company's practice to require its marketing employees to sign a
non-compete agreement which restricts the employee, following the employee's
termination of employment, from competing with the Company for a six-month
period in any territory where the employee represented the Company or with
respect to any of the employee's former accounts. It also is the Company's
practice to require its technical employees to sign a confidentiality agreement.

      From time to time, the Company utilizes the services of independent
consultants to provide computer systems analysis and software design and
support. It is the Company's practice to retain all rights to the work product
created for the Company by such consultants.

COMPETITION

      The Company's business is highly competitive. There are other
manufacturers and distributors of systems and equipment, similar to the systems
and equipment marketed by the Company, who are larger than the Company and
possess substantially greater resources than the Company. The Company believes
that most of its competitors generally sell products that are rigid in their
application and not suitable for all retail operations. The Company, on the
other hand, generally customizes its products to fit a customer's specific
needs. As a result, the Company believes that its products currently offer a
more flexible and comprehensive solution than its competitors' products.


                                       6
<PAGE>


ITEM 2 - DESCRIPTION OF PROPERTY

      The Company leases approximately 10,510 square feet in a four story brick
building in Englewood, New Jersey at a current annual rental of approximately
$240,000 (subject to increases for real estate taxes and utility costs), for a
term ending February 28, 2004 which, at the option of the Company, may be
extended for an additional five years. Approximately 50% of the space is used
for executive and sales offices, approximately 10% is used for storage and
approximately 40% is used for testing and development of the Company's products.
The Company also leases two 900 square foot facilities in Englewood, New Jersey,
used for storage and depot service, at a combined current annual rental of
approximately $19,000 for terms ending November 23, 2000 and May 31, 2001.

      IEI leases approximately 3,080 square feet in a contemporary office park
in Miramar, Florida at a current annual rental of $51,251 (subject to increases
for real estate taxes and utility costs), for a term ending April 30, 2004
which, at the option of the Company, may be extended for an additional five
years.

      The Company considers its facilities suitable and adequate for its present
use.

ITEM 3 - LEGAL PROCEEDINGS

      There are no material pending legal proceedings to which the Company is a
party or to which any of its property is subject.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to a vote of security holders of the Company
during the fourth quarter of its 1999 fiscal year.

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
<TABLE>
<CAPTION>
<S>     <C>

          (A)  MARKET INFORMATION. The following table sets forth the quarterly
               high and low bid prices, as reported in the "pink sheets" published
               by the National Quotation Bureau Inc., for the two years ended
               December 31, 1999. The quotations reported represent prices between
               dealers, do not include retail mark-ups, markdowns or commissions,
               and do not necessarily represent actual transactions.

                     1999 CALENDAR YEAR         HIGH BID          LOW BID
                     ------------------         --------          -------
                     1st Quarter                  29/32            11/16
                     2nd Quarter                 1-1/8              5/8
                     3rd Quarter                 1-1/4             31/32
                     4th Quarter                 1-1/2            1-3/32

                     1998 CALENDAR YEAR         HIGH BID          LOW BID
                     ------------------          --------         -------
                     1st Quarter                 1-1/16             5/8
                     2nd Quarter                 1-5/32            29/32
                     3rd Quarter                 1-5/32            29/32
                     4th Quarter                 1                 29/32

          (B)  HOLDERS.  As of March 13, 2000,  the Company had  approximately
               424 holders of record of Common Stock, including Cede & Company,
               which held 1,628,677 shares of Common Stock as nominee for a number
               of securities brokers. Bulletin Board Market Makers maintaining a
               market in the Common Stock on March 13, 2000 consisted of Fahnestock
               & Co., Inc.; Financial America Securities, Inc; USCC Trading
               division of Fleet Securities, Inc.; Greenwood Partners LP, GVR Co.;
               Herzog, Heine, Geduld, Inc; Hill Thompson Magid & Co.; Knight
               Securities LP; Mayer & Schweitzer, Inc; M.H. Meyerson & Co., Inc.;
               Olsen Payne & Co.; Paragon Capital Corp. ; Sharpe Capital Inc; Wein
               Securities Corp.

          (C)  DIVIDENDS. The Company has never paid any cash dividends and does
               not plan to pay cash dividends in the foreseeable future. The
               payment of dividends will depend upon the Company's outstanding loan
               arrangements as well as its short-term and long-term cash
               availability, working capital and working capital needs and other
               factors, as determined by the Company's Board of Directors.

                                       7
</TABLE>

<PAGE>




ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

IN REVIEWING MANAGEMENT'S DISCUSSION AND ANALYSIS, REFERENCE IS MADE TO THE
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED AS ITEM 7 - "FINANCIAL
STATEMENTS" IN THIS ANNUAL REPORT ON FORM 10-KSB.



WORKING CAPITAL AND LIQUIDITY

Information with respect to levels of working capital and other ratios as of
December 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                  1999              1998                1997
                                                  ----              ----                ----

<S>                                               <C>             <C>                 <C>
WORKING CAPITAL                                   $3,042,256      $1,879,210          $1,615,469
(current  assets less  current liabilities)

WORKING CAPITAL RATIO                             2.30 to 1       1.78 to 1            1.90 to 1
(current assets to current liabilities)

PERCENTAGE OF CURRENT LIABILITIES TO                50%             70%                 59%
STOCKHOLDERS' EQUITY

PERCENTAGE OF TOTAL LIABILITIES TO                  58%             79%                 68%
STOCKHOLDERS' EQUITY

</TABLE>

      At December 31, 1999, the Company had cash and cash equivalents (including
short-term investments) of $1,768,847 compared to $286,368 at December 31, 1998.

      The Company has a $750,000 discretionary line of credit for the Company's
short-term needs, at an interest rate equal to the bank's base rate plus 1/2%.
All advances under this line of credit are required to be secured by a lien on
substantially all of the Company's assets. The Company has not utilized such
line of credit since February 1998.

      The Company believes that its current working capital, together with
anticipated funds from operations, will be sufficient to meet the Company's
projected operating needs and capital expenditures for the foreseeable future.

      The Company does not believe that inflation will have a material impact on
the Company's sales or income.

      In 1998, the Company commenced a program to repurchase up to 500,000
shares of common stock from time to time in the over-the-counter market. Through
December 31, 1999, the Company purchased 243,500 shares of its common stock,
under the plan, for an aggregate of $254,025. The Company is continuing such
program during 2000.

RESULTS OF OPERATIONS

1999 COMPARED WITH 1998
-----------------------

      Revenues for 1999 were $13,999,166, which was a decrease of $447,911
(3.1%) from 1998 revenues of $14,447,077. Equipment and systems sales declined
$638,826 (5.4%) to $11,142,963, primarily due to a large hardware order from a
single retail chain during 1998, which was not duplicated in 1999.

      Equipment maintenance and service revenue was $2,856,203 in 1999. This
increase of $190,915 (7.2%) was a result of additional systems under contract
during 1999.

      Cost of goods sold and service expense decreased from 60.3% of revenue in
1998 to 46.5% in 1999. The Company's hardware sales are less profitable than the
sale of its systems and the decrease in the cost of goods and services sold was
primarily attributable to a decrease in hardware sales in 1999, coupled with a
favorable mix of software sales in 1999.

                                       8
<PAGE>


      Selling, general and administrative expenses were $5,210,206 in 1999
compared to $4,750,338 in 1998, an increase of $459,868 (9.7%). This increase
was primarily due to increased salaries and employee incentives, as well as
increased travel costs.

      Net interest income increased from $29,695 in 1998 to $65,834 in 1999.
This increase of $36,139 (121.7%) was primarily due to more cash available for
investment as well as higher interest rates on investments.

      The 1999 tax provision of $1,024,767 was $587,383 (134.3%) higher than the
1998 provision of $437,384, as result of higher taxable income.

      As a result of the foregoing, the Company had net income of $1,316,128 in
1999 compared to net income of $572,975 in 1998, an increase of $743,153
(129.7%).

1998 COMPARED WITH 1997
-----------------------

      Revenues for 1998 were $14,447,077, which was an increase of $4,701,661
(48.2%) from 1997 revenues of $9,745,416. Equipment and systems sales increased
$4,667,283 (65.6%) to $11,781,789 from $7,114,506 in 1997. This was primarily
due to sales to one major customer.

      Equipment maintenance and service revenue for 1998 was $2,665,288, an
increase of $34,378 (1.3%). The increase in revenues was primarily due to
additional systems under contract from one major retailer offset somewhat by the
loss of contracts from other customers.

      Cost of goods sold and service expenses increased from 45.3% of sales in
1997 to 60.3% in 1998. The increase was due to a change in product mix with more
revenue being generated by lower margin hardware sales.

      Selling, general and administrative expenses were $4,750,338 in 1998
compared to $4,277,352 in 1997, an increase of $472,986 (11.1%). This increase
was primarily due to additional commissions of $283,302, resulting from
increased sales, and increased salaries of $209,493 offset by small decreases in
other expenses.

      Net interest income in 1998 was $29,695 compared to $57,086 in 1997. This
was a decrease of $27,391 (48%) primarily due to lower interest rates on
investments and less cash available to invest, resulting from different payment
plans for maintenance contracts.

      The tax provision of $437,384 was $6,422 less than the 1997 provision of
$443,806, resulting from less taxable income.

      As a result of the foregoing, the Company had net income of $572,975
compared to net income of $665,705 in 1997, a decrease of $92,730 (13.9%).



IMPACT OF THE YEAR 2000 ISSUE
-----------------------------

      The Company has completed its Year 2000 remediation efforts and, since
January 1, 2000, has not experienced any significant problems internally or with
suppliers and customers in connection with this event. Nevertheless, there still
remain some future dates that could potentially cause computer systems problems.

      The Company spent approximately $9,000 on its Year 2000 remediation
efforts. No significant future costs are anticipated.

      Because the Company has not, to date, experienced any significant problems
in the Year 2000, it does not anticipate any major impact on its operations.


                                       9
<PAGE>



ITEM 7 - FINANCIAL STATEMENTS


                             ATS MONEY SYSTEMS, INC.

 Consolidated Financial Statements as of December 31, 1999 and 1998 and for each
    of the Three Years in the Period Ended December 31, 1999 and Independent
                                    Auditors' Report


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


                             ATS MONEY SYSTEMS, INC.
                                TABLE OF CONTENTS
                           --------------------------


                                                                      PAGE
                                                                      ----

INDEPENDENT AUDITORS' REPORT                                           F-1

CONSOLIDATED FINANCIAL STATEMENTS:

      Balance Sheets                                                   F-2

      Statements of Income                                             F-3

      Statements of Changes in Stockholders' Equity                    F-4

      Statements of Cash Flows                                         F-5

      Notes to Financial Statements                                F-6 to F-11




                                       10
<PAGE>


INDEPENDENT AUDITORS' REPORT

ATS Money Systems, Inc.

We have audited the accompanying consolidated balance sheets of ATS Money
Systems, Inc. (the "Company") as of December 31, 1999 and 1998, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of ATS Money Systems,
Inc. as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 21, 2000




                                      F-1
<PAGE>

<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
---------------------------------------------------------------------------------------------------------------------------------

ASSETS                                                                                    1999               1998
CURRENT ASSETS:                                                                       -----------        -----------
<S>                                                                                   <C>                  <C>
         Cash and cash equivalents                                                    $ 1,768,847          $ 286,368
         Trade accounts receivable, less allowance for doubtful accounts
            of $173,269 in 1999, and $140,629 in 1998                                   2,707,326          3,251,810
         Inventories (Note 4)                                                             719,704            598,667
         Prepaid expenses and other current assets                                         90,921             63,513
         Deferred income taxes (Note 8)                                                   103,697             77,834
                                     -                                                -----------        -----------
                  Total current assets                                                  5,390,495          4,278,192
                                                                                      -----------        -----------

PROPERTY - At cost
         Office furniture                                                                  69,633             96,659
         Office machinery and equipment                                                   309,129            235,158
                                                                                      -----------        -----------
                  Subtotal                                                                378,762            331,817

         Less accumulated depreciation                                                    222,512            199,388
                                                                                      -----------        -----------

                  Property - net                                                          156,250            132,429
                                                                                      -----------        -----------

OTHER ASSETS:
         Software costs, less accumulated amortization of $1,380,672 in
            1999 and $1,039,667 in 1998 (Note 2)                                        1,796,485          1,685,381
         Deposits and other long-term assets                                               98,018             82,562
                                                                                      -----------          ---------
                  Total other assets                                                    1,894,503          1,767,943
                                                                                      -----------        -----------

TOTAL                                                                                 $ 7,441,248        $ 6,178,564
                                                                                      ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
         Accounts payable and accrued expenses                                        $ 1,550,496        $ 1,629,655
         Deferred revenue                                                                 542,576            677,969
         Other liabilities                                                                255,167             91,358
                                                                                      -----------        -----------
                  Total current liabilities                                             2,348,239          2,398,982
                                                                                      -----------        -----------

LONG-TERM:
         Deferred credit, less accumulated amortization of $53,265 in
           1999 and $124,753 and 1998 (Note 3)                                            131,902            160,414
              Deferred income taxes (Note 8)                                              256,592            173,536
                                                                                      -----------        -----------
                             Total long-term liabilities                                  388,494            333,950
                                                                                      -----------        -----------

COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (Note 7):
         Common stock, non-cumulative, voting - $.001 par value, 25,000,000
            shares authorized, 5,942,547 and 5,941,547 shares issued at December
            31, 1999 and 1998, respectively                                                 5,943              5,942
         Additional paid-in capital                                                     2,135,774          2,192,958
         Accumulated earnings                                                           2,563,142          1,247,014
         Treasury stock - 343,500 and 281,500 shares, at par value, at
            December 31, 1999 and 1998, respectively
                                                                                             (344)              (282)
                                                                                      -----------        -----------
                  Total stockholders' equity                                            4,704,515          3,445,632
                                                                                      -----------        -----------

TOTAL                                                                                 $ 7,441,248        $ 6,178,564
                                                                                      ===========        ===========
</TABLE>

See notes to consolidated financial statements.


                                      F-2
<PAGE>


<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------
                                                                              1999                   1998                  1997
                                                                          -----------            -----------            ---------
REVENUE:
<S>                                                                       <C>                    <C>                    <C>
         Equipment and systems sales                                      $11,142,963            $11,781,789            $ 7,114,506
         Equipment maintenance and service revenue                          2,856,203              2,665,288              2,630,910
                                                                          -----------              ---------              ---------

              Total revenue                                                13,999,166             14,447,077              9,745,416
                                                                          -----------            -----------            ------------

COSTS AND EXPENSES:
         Cost of goods sold and service expense:
              Equipment and systems                                         5,463,334              7,610,955              3,392,435
              Equipment maintenance and service                             1,050,565              1,105,120              1,023,204
         Selling, general and administrative expenses (Note 5)              5,210,206              4,750,338              4,277,352
                                                                          -----------            -----------            ------------

               Total costs and expenses                                    11,724,105             13,466,413              8,692,991
                                                                          -----------            -----------            ------------
INCOME FROM OPERATIONS                                                      2,275,061                980,664              1,052,425

NET INTEREST INCOME                                                            65,834                 29,695                 57,086
                                                                          -----------            -----------            ------------
INCOME BEFORE INCOME TAX EXPENSE                                            2,340,895              1,010,359              1,109,511

INCOME TAX EXPENSE (Note 8)                                                 1,024,767                437,384                443,806
                                                                          -----------            -----------            ------------
NET INCOME                                                                $ 1,316,128            $   572,975            $   665,705
                                                                          ===========            ===========            ============


EARNINGS PER COMMON SHARE (Note 2):
         Basic and diluted                                                $      0.23            $      0.10            $      0.11
                                                                          ===========            ===========            ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                               5,627,222              5,841,531              5,872,577
                                                                          ===========            ===========            ============

See notes to consolidated financial statements

</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
<S>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------

                                                                        ADDITIONAL                                        TOTAL
                                                       COMMON            PAID-IN          ACCUMULATED      TREASURY    STOCKHOLDERS'
                                                       STOCK             CAPITAL           EARNINGS         STOCK       EQUITY
                                                     ----------       -------------        --------       ---------    ----------
BALANCE
<S>                                                 <C>                <C>                  <C>              <C>        <C>
  DECEMBER 31, 1996                                 $     5,892        $ 2,374,397          $   8,334        $  (100)   $ 2,388,523


Issuance of common stock  upon the
exercise of stock options (30,820
shares)                                                      31              8,636               -               -            8,667


Net income - 1997                                          -                  -               665,705            -          665,705
                                                    -----------        -----------          ---------        -------    -----------

BALANCE
  DECEMBER 31, 1997                                       5,923          2,383,033            674,039           (100)     3,062,895


Issuance of common stock upon the
exercise of stock options (18,816
shares)                                                      19              5,813               -               -            5,832

Purchase of common stock (181,500                          -              (195,888)              -              (182)      (196,070)
shares)

Net income - 1998                                          -                  -               572,975            -          572,975
                                                    -----------        -----------          ---------        -------    ------------

BALANCE
  DECEMBER 31, 1998                                       5,942          2,192,958          1,247,014           (282)     3,445,632

Issuance of common stock upon the
exercise of stock options (1,000
shares)                                                       1                709               -               -              710

Purchase of common stock (62,000
shares)                                                    -               (57,893)              -               (62)       (57,955)


Net income - 1999                                          -                  -             1,316,128            -        1,316,128
                                                    -----------        -----------          ---------        -------    ------------

BALANCE
  DECEMBER 31, 1999                                 $     5,943        $ 2,135,774        $ 2,563,142        $  (344)   $ 4,704,515
                                                    ===========        ===========        ===========        =======    ===========


See notes to consolidated financial statements

</TABLE>

                                      F-4
<PAGE>



<TABLE>
<CAPTION>

ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------

                                                                                1999               1998              1997
                                                                            -----------        -----------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>                <C>                <C>
         Net income                                                         $ 1,316,128        $   572,975        $  665,705
         Adjustments to reconcile net income to net cash provided by
         operating activities:
         Depreciation and amortization                                          615,307            528,538           390,094
              Changes in current assets and liabilities:
                  Trade accounts receivable - net                               544,484           (970,133)       (1,017,156)
                  Inventories                                                  (121,037)           (35,986)            4,739
                  Prepaid expenses and other current assets                     (27,408)            19,979           136,430
                  Accounts payable and accrued expenses                         (79,159)           170,410         1,100,164
                  Deferred revenue                                             (135,393)           471,170          (115,326)
                  Deferred income taxes                                         (25,863)           (21,535)           (5,780)
                  Other liabilities                                             163,809            (35,446)          (35,159)
         Deposits and other long-term assets                                    (15,456)           (30,282)           (1,603)
         Deferred income taxes                                                   83,056             73,676            44,609
                                                                            -----------        -----------        ----------

                  Net cash provided by operating activities                   2,318,468            743,366         1,166,717
                                                                            -----------        -----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Capitalization of software development costs                          (697,938)          (671,372)         (984,125)
         Additions to property                                                  (80,806)           (19,556)          (75,229)
                                                                            -----------        -----------        ----------
                  Net cash used in investing activities                        (778,744)          (690,928)       (1,059,354)
                                                                            -----------        -----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

         Proceeds from the issuance of common stock                                 710              5,832             8,667
         Purchase of common stock                                               (57,955)          (196,070)              -
                                                                            -----------        -----------        ----------
                  Net cash (used in) provided by financing activities           (57,245)          (190,238)            8,667

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                                   1,482,479           (137,800)          116,030

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                    286,368            424,168           308,138
                                                                            -----------        -----------        ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                      $ 1,768,847        $   286,368        $  424,168
                                                                            ===========        ===========        ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
         Cash paid during the year for income taxes                         $   457,251        $   641,341        $   87,917
                                                                            ===========        ===========        ==========
         Interest paid                                                      $    2,129         $       660            -
                                                                            ===========        ===========        ==========

</TABLE>



See notes to consolidated financial statements.




                                       F-5
<PAGE>



<TABLE>
<CAPTION>
<S>    <C>
ATS MONEY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 1. DESCRIPTION OF COMPANY OPERATIONS

    ATS Money Systems, Inc. ("ATS"), with a wholly-owned subsidiary, Innovative
    Electronics, Inc., acquired in August 1994 (collectively, the "Company"), is
    engaged in the development, sale and service of currency counting systems
    and equipment for department and chain stores' cash offices and bank
    commercial vaults and of communications systems primarily used by chain
    stores. In addition, the Company offers maintenance and service contracts
    through a national service organization on all machines and equipment it
    sells. The Company's customers are businesses that handle a large number of
    cash, check and credit transactions on a daily basis, such as banks,
    department stores and chain stores. ATS was incorporated in 1987 under the
    laws of the State of Nevada and is the successor to a similar business
    acquired by merger in 1988.

    The principal products sold by the Company during 1999 were its ATS CP-3000
    Retail Cash Office Management System, ATS 601 Scale, CP-4000 Retail Cash
    Office Management System, CP-2000 Deposit/Register Verification System, and
    PowerEncode Check Encoding System, which products accounted for
    approximately 90% of the Company's 1999 equipment and systems sales and,
    through IEI, StoreComm ISP and its related hardware. The Company also sells
    various types of currency/document counters and dispensers.

    The principal market for the Company's products has been in the United
States.

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION - The consolidated financial statements consist
    of the accounts of ATS Money Systems, Inc. and its wholly-owned subsidiary.
    All significant intercompany transactions and account balances have been
    eliminated.

    CASH AND CASH EQUIVALENTS - Cash and cash equivalents include investments
    with original maturities of three months or less.

    INVENTORIES - Inventories are stated at the lower of cost or market. Cost is
    determined by the first-in, first-out method for machine parts and specific
    identification for equipment held for sale.

    PROPERTY AND OTHER ASSETS- Depreciation is computed using the straight-line
    method over the estimated useful lives of the assets, which range from five
    to ten years. At December 31, 1999, there was no event or change in
    circumstance that would indicate that the carrying amount of any long-lived
    asset was not recoverable.

    CAPITALIZED SOFTWARE COSTS - The Company capitalizes computer software
    development costs in accordance with the provisions of Statement of
    Financial Accounting Standards No. 86. Costs incurred to establish the
    technological feasibility of computer software are expensed as incurred.
    Costs incurred for product enhancements, subsequent to establishing
    technological feasibility, are capitalized and stated at the lower of cost
    or net realizable value and are periodically evaluated for impairment.
    Capitalized costs are amortized using the straight-line method over five
    years, which approximates the estimated remaining useful life of the
    product. It is possible that the estimate of the economic life of the
    products and related carrying values could be reduced in the near term due
    to competitive pressures. Amortization of computer software costs amounted
    to $586,834, $505,982 and $383,470 for the years ended December 31, 1999,
    1998 and 1997, respectively. Fully amortized software costs of $245,829,
    $254,846 and $106,729 were written off in 1999, 1998 and 1997, respectively.

    REVENUE RECOGNITION - Revenue from equipment and systems sales is recognized
    upon shipment to the buyer and satisfaction of related obligations by the
    Company. Revenue from software licensing is recognized on either delivery of
    the software if collectibility is probable or upon completion of the
    majority of the product, which equates to reaching a milestone in accordance
    with the contract, and any remaining insignificant obligations of the
    Company are accounted for by deferring a pro rata portion of revenue and
    recognizing it either ratably as the obligations are fulfilled or on a
    percentage of completion of performance, completion of performance, or by
    recording a current year expense for the remaining costs associated with
    completing the project.

                                      F-6
<PAGE>

    EQUIPMENT MAINTENANCE AND SERVICE REVENUE - Equipment maintenance and
    service revenue is recognized as earned over the term of the contract, which
    is generally a maximum of one year in length. Deferred revenue represents
    the unearned portion of equipment maintenance and service fees.

    USE OF ESTIMATES - The Company's financial statements include the use of
    estimates and assumptions, which have been developed by management, based on
    available facts and information. Actual results could differ from those
    estimates.

    EARNINGS PER COMMON SHARE - Basic earnings per common share is computed by
    dividing income available to common stockholders by the weighted average
    number of common shares outstanding during the period. The computation of
    diluted earnings per share is similar to the computation of basic earnings
    per share except that the denominator is increased to include the number of
    additional common shares that would have been outstanding if the dilutive
    potential common shares had been issued. For the years ended December 31,
    1999, 1998 and 1997, the dilutive effect on earnings per common share was
    insignificant.

    INCOME TAXES - The Company files a consolidated Federal tax return. Deferred
    income taxes are provided for temporary differences between the carrying
    amounts of assets and liabilities for financial reporting purposes and the
    amounts used for income tax purposes.

    RECLASSIFICATIONS - Certain prior year amounts have been reclassified in
    order to conform with the 1999 presentation.

3.  ACQUISITION

    In 1994, the Company acquired Innovative Electronics, Inc., which is in the
    business of marketing hardware and software products designed to permit the
    exchange of pricing, product and other data among stores within a chain. The
    acquisition was accounted for by the purchase method of accounting. The
    purchase price was allocated to the assets acquired and liabilities assumed
    based on the fair values at the date of acquisition.

    The excess of the estimated fair values of the assets acquired over the
    purchase price ($285,167) was recorded as a deferred credit, and is being
    amortized on a straight-line basis over ten (10) years.

4.  INVENTORIES

    Inventories consist of equipment held for sale and machine parts, as
follows:



                                  1999                    1998
                                  ----                    ----

Equipment held for sale       $  676,931               $ 582,489
Parts and raw materials          115,304                  70,135
Reserve for obsolescence         (72,531)                (53,957)
                              ----------               ---------

                              $  719,704               $ 598,667
                              ==========               =========


 5. RELATED PARTY TRANSACTIONS

    During 1997, the Company paid a director consulting fees and expenses of
    $11,400 and $3,392, respectively.

    At December 31, 1999 and 1998, all directors and executive officers, as a
    group, collectively owned 42% and 40%, respectively, of the Company's common
    stock.

    In April 1999, the Company loaned $40,000 to one of its directors. The loan,
    which bears interest at 9% per annum, is secured by 100,000 shares of the
    Company's Common Stock owned by such director. The loan, which originally
    was scheduled to mature on March 15, 2000, has been extended to March 15,
    2001.



                                      F-7
<PAGE>


 6. COMMITMENTS AND CONTINGENCIES

    At December 31, 1999, the Company was committed under non-cancellable,
    operating leases for office space, automobiles and office equipment,
    expiring at various dates through February 2004, requiring minimum annual
    rental payments as follows:

                          2000      $  332,233
                          2001         316,319
                          2002         303,940
                          2003         303,940
                          2004          94,392
                                    ----------
                                    $1,350,824
                                    ==========


    Rental expense under such leases totaled $369,888, $346,901, and $340,827
    for the years ended December 31, 1999, 1998 and 1997, respectively.

7.    STOCKHOLDERS' EQUITY

    COMPANY REPURCHASE PROGRAM - In 1998, the Company commenced a program to
    repurchase up to 500,000 shares of its common stock from time to time in the
    over-the-counter market. Through December 31, 1999 the Company purchased
    243,500 shares of its common stock, under the plan, for an aggregate of
    $254,025. The Company is continuing such program during 2000.

    COMMON STOCK INCENTIVE PLAN - In 1993, the Company adopted a common stock
    incentive plan (the "Plan"), which, as amended, authorizes the issuance,
    within ten years, of options covering up to 480,000 shares of common stock
    to certain employees and other individuals of importance to the Company. The
    Plan is intended to provide incentive to continued employment of certain
    employees and other individuals by enabling them to acquire a proprietary
    interest in the Company. Options granted under the Plan may be either
    "incentive stock options" or "non-qualified stock options." Incentive stock
    options, granted only to certain employees of the Company, expire within ten
    years (five years for a 10% beneficial owner of the Company's securities)
    from the date granted and are exercisable from time to time in accordance
    with the terms of such options. The exercise price of an incentive stock
    option must be at least equal to the fair market value of the common stock
    on the date of grant (110% for a 10% beneficial owner of the Company's
    securities). Non-qualified stock options can be granted to certain employees
    of the Company and advisors and consultants to the Company. Such stock
    options are exercisable on or after the date of grant and the exercise price
    is not limited and may be below fair market value.

    DIRECTOR STOCK PLAN - In 1995, the Company adopted the 1995 Director Stock
    Plan pursuant to which, as amended, the Company's non-employee directors,
    upon first being elected to the Board, are granted 10,000 shares of the
    Company's common stock, and thereafter, on each reelection, are granted
    non-qualified stock options to purchase 10,000 shares of the Company's
    common stock with an exercise price equal to the then fair market value of
    such shares. In 1995, the non-employee directors were granted an aggregate
    of 40,000 shares of common stock under this plan, all of which were issued
    during 1996. In 1997, 1998, and 1999, the non-employee directors were
    granted non-qualified options under this plan to purchase 30,000 shares of
    common stock each year, at an exercise price of $.8281 per share, $.9531 per
    share and $.7969 per share, respectively.

    The estimated fair value of options granted during 1999, 1998 and 1997 was
    $2.28, $0.27 and $0.56 per share, respectively. The Company applies
    Accounting Principles Board Opinion No. 25 and related interpretations in
    accounting for stock option plans. Accordingly, no compensation cost has
    been recognized for its stock option plan. Had compensation cost for the
    Company's stock option plan been determined based on the fair value at the
    grant dates for awards under those plans consistent with the method of FASB
    Statement 123, the Company's net income and earnings per share for the years
    ended December 31, 1999, 1998 and 1997 would have been reduced to the pro
    forma amounts indicated below:


    Net income to common shareholders:


                                   1999              1998             1997

As  reported                    $1,316,128         $572,975         $665,705

Pro forma                       $1,219,076         $564,697         $629,725


                                      F-8
<PAGE>



    Net income per common share:

                                1999        1998        1997

       As reported              $.23        $.10        $.11
       Pro forma                $.22        $.10        $.11

The fair values of options granted under the Company's stock option plan during
1999, 1998 and 1997 were estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used: No
dividend yield for 1999, 1998 and 1997, expected volatility of 50%, 53% and 18%
for 1999, 1998 and 1997, respectively, and expected lives of 9.7 years for 1999
and 9.5 years for 1998 and 9 years for 1997.

      A summary of the details of stock options granted and outstanding balances
are presented below:

<TABLE>
<CAPTION>
                                                                                         OPTIONS OUTSTANDING
                                                                                              DECEMBER 31,
                                                                                              -----------
                                OPTION
                 GRANT          PRICE           EXERCISED          CANCELED             1999            1998
                 -----         --------         ---------          --------             ----            ----

     1993
     ----
<S>             <C>            <C>               <C>                <C>              <C>    <C>        <C>
                140,869        .28125            66,761             6,591            67,517 (1)        69,924
                 15,315        .28125                                                15,315((1)        15,315
                 18,816           .31            18,816                                   -                 -
                 50,000          .001            50,000                                   -                 -

     1994
     ----
                 15,000         1.375                               5,000            10,000 (1)        10,000
                 21,000         1.250                              21,000                 -                 -

     1996
     ----
                 37,626       1.03125                              10,879            26,747 (1)        27,247
                 10,875        1.1344                               2,500             8,375 (1)         8,375

     1997
     ----
                 34,500           .71             1,000            10,250            23,250 (2)        25,500
                 30,000         .8281                                                30,000 (1)        30,000

     1998
     ----
                 30,000         .9531                                                30,000 (3)        30,000
                 19,200           .92                               3,500            15,700 (3)        18,200
                  6,000          1.01                                                 6,000 (3)         6,000

     1999
     ----
                  6,750           .87                                 500             6,250 (5)             -
                  2,000           .96                                                 2,000 (5)             -
                 30,000         .7969                                                30,000 (4)             -
                 50,000           .70                              12,500            37,500 (5)             -

                                         ---------------  ----------------  ----------------   ---------------
                                                136,577            72,720           308,654           240,561
                                         ===============  ================  ================   ===============
</TABLE>


                                      F-9
<PAGE>



(1)   Fully exercisable as of December 31, 1999.
(2)   15,657 of 23,250 exercisable as of December 31, 1999.
(3)   5,228 of 15,700, 2,000 of 6,000 and 20,000 of 30,000 exercisable as of
      December 31, 1999.
(4)   10,000 of 30,000 exercisable as of December 31, 1999.
(5)   Non exercisable as of December 31, 1999.

    COMMON STOCK WARRANTS - In connection with services to be rendered by an
    investment banker, as of April 7, 1997, the Company granted to the
    investment banker warrants to purchase 80,000 shares of common stock
    exercisable at $.75 per share and granted to the investment banker on April
    8, 1998, warrants to purchase an additional 80,000 shares of common stock
    exercisable at $1.25 per share. The balance of the contract to purchase an
    additional 80,000 shares of common stock exercisable at $1.25 per share was
    cancelled on April 1, 1999. All of the warrants will expire on April 7,
    2001, unless exercised prior thereto. Based upon the fair value of the
    warrants at the grant date, no expense was recognized in 1999 and 1998.

8.  INCOME TAXES

    Deferred income taxes reflect the net tax effect of temporary differences
    between the carrying amounts of assets and liabilities for financial
    reporting purposes and the amounts used for income tax purposes.

    The significant items comprising the Company's net deferred taxes as of
    December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>


                                                                        1999          1998
                                                                     --------       --------
                      Deferred tax assets:
                      <S>                                            <C>            <C>
                            Provision for bad debts                  $69,308        $56,252
                            Inventory write-downs                     29,012         21,582
                            Bonus Accrual                              5,377              -
                            Deferred credits -  acquisition           52,761         64,166
                                                                    --------       --------

                                  Total deferred tax assets          156,458        142,000
                                                                    --------       --------

                      Deferred tax liabilities:
                            Depreciation                              25,564         22,421
                            Software amortization                    283,789        215,281
                                                                     -------       --------

                                  Total deferred tax liabilities     309,353        237,702
                                                                     -------       --------

</TABLE>

      The income tax provision for the years ended December 31, 1999, 1998 and
1997 consists of the following components:
<TABLE>
<CAPTION>


                                                             1999           1998         1997
                                                           ----------    --------      -------
                                    Current:
<S>                                                        <C>          <C>           <C>
                                          Federal          $  692,701   $  244,216    $ 314,976
                                          State               274,873      141,027       90,001
                                                           ----------   ----------   ----------

                                          Total current       967,574      385,243      404,977
                                                           ----------   ----------   ----------

                                    Deferred:
                                          Federal              48,615       44,319       33,005
                                          State                 8,578        7,822        5,824
                                                           ----------   ----------   ----------

                                          Total deferred       57,193       52,141       38,829
                                                           ----------   ----------   ----------

                                    Income tax expense     $1,024,767   $  437,384   $  443,806
                                                           ==========   ==========   ==========
</TABLE>


                                      F-10
<PAGE>


    A reconciliation of the Company's statutory rate to the Company's effective
    rate is as follows:
<TABLE>
<CAPTION>


                                                 1999          1998          1997
                                                 ----          ----          ----

<S>                                              <C>           <C>           <C>
Expected statutory rate                          34.0%         34.0%         34.0%
State income tax (composite rate)                 8.0           9.7           5.7
Other                                             1.8          (0.4)          0.3
                                                 ----          ----          ----
                                                 43.8%         43.3%         40.0%
                                                 ====          ====          ====
</TABLE>




9.    MAJOR CUSTOMERS

      Sales to each of the Company's three major customers, which are subject to
      change annually, as a percentage of consolidated revenue, for the years
      ended December 31, approximated:


                                              1999          1998           1997
                                              ----           ----          ----
                 Major Customer 1              23%           46%            21%

                 Major Customer 2              18            17             15

                 Major Customer 3              10             5             13




10.   RETIREMENT PLAN

      The Company has a defined contribution plan covering substantially all of
      its employees. Company contributions to the plan, which are discretionary,
      are made from its profits. Contributions are based upon a percentage of
      eligible employees' salaries ranging from -0-% to a maximum of 15%. There
      were no contributions in 1999 and 1998. The contribution for 1997 was
      $27,495.

      Effective January 1, 1998, the Company adopted provisions under the plan
      to provide a 401k feature. Eligibility occurs after one year of service
      (with 1,000 hours of service) and attainment of age 21. The
      characteristics of the 401k plan are that the Company will match 25% of
      the participant's contribution up to 6% of compensation. Employee
      contributions, which are voluntary, can range up to 20% of compensation.
      Vesting of the Company's matching contribution, at the rate of 20% per
      annum begins after the second year of service until year six when the
      employee becomes fully vested. Forfeitures will reduce the Company
      matching contributions. The Company's contribution for 1999 and 1998 was
      $26,811 and $24,927, respectively. Additionally, in 1999 the Board of
      Directors voted on and approved an additional one time match for all
      active participants in the 1999 calendar year. With this additional match,
      the Company's overall contribution to the plan for 1999 was $51,991.

11.   LINE OF CREDIT

      The Company has a bank line of credit of $750,000 with interest at the
      bank's base rate plus 0.5%. All advances under this line of credit are
      required to be secured by a lien on substantially all of the Company's
      assets. The Company had no borrowings outstanding at December 31, 1999 or
      December 31, 1998.

                                      F-11
<PAGE>

                                   EXHIBIT 23


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statements No.
33-64460 and No. 333-39331 of ATS Money Systems, Inc. on Forms S-8 of our report
dated March 21, 2000, appearing in this Annual Report on Form 10-KSB of ATS
Money Systems, Inc. for the year ended December 31, 1999.





DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 29, 2000



                                      F-12
<PAGE>



ITEM 8 - CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      Deloitte & Touche LLP, independent accountants, currently is, and for more
than the Company's last three fiscal years has been, the Company's independent
auditors. Since the beginning of such three fiscal year period, (i) Deloitte &
Touche LLP has not expressed reliance, in its audit report, on the audit
services of any other accounting firm, and (ii) there have been no reported
disagreements between the Company and Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.


PART III

      Except for information required by Item 13 (Exhibits and Reports on Form
8-K), the information called for by Part III of Form 10-KSB (Items 9, 10, 11 and
12) is incorporated by reference herein from the Company's definitive proxy
statement to be filed with the Securities and Exchange Commission within 120
days after the close of its fiscal year ended December 31, 1999.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. The following is a listing of Exhibits required by Item 601 of
     Regulation S-B. Except for those exhibits indicated by an asterisk * (which
     exhibits are filed herewith), the remaining exhibits listed below are
     incorporated by the reference to an exhibit previously filed by the
     Company.

     3.    Articles of incorporation and by-laws.

     (a) Articles of Incorporation of ATS Money Systems, Inc. (formerly known as
         More Creative Mergers, Inc.), as filed with the Secretary of State of
         the State of Nevada on August 28, 1987 - incorporated herein by
         reference to Exhibit 8 to Registration Statement on Form S-18 (No.
         33-19657-NY).

     (b) Agreement of Merger of ATS Money Systems, Inc. into More Creative
         Mergers, Inc., dated July 25, 1988, as filed with the Secretary of
         State of the State of Nevada on September 6, 1988 - incorporated herein
         by reference to Exhibit 12 to Post-Effective Amendment No. 1 dated
         September 26, 1988 to Registration Statement on Form S-18 (No.
         33-19657-NY).

     (c) By-Laws of ATS Money Systems, Inc. - incorporated herein by reference
         to Exhibit 9 to Registration Statement on Form S-18 (No. 33-19657-NY).

     (4) Instruments defining the rights of security holders, including
         indentures.

     (a) Form of Common Stock certificate of ATS Money Systems, Inc. -
         incorporated herein by reference to Exhibit 5 to Amendment No. 1 dated
         March 11, 1988 to Registration Statement on Form S-18 (No.
         33-19657-NY).

     (10) Material contracts.

     (a) (i) Lease, dated November 30, 1989, between ATS Money Systems, Inc. and
         Rockwood Four Limited Partnership - incorporated herein by reference to
         Exhibit 10(a) to the Annual Report on Form 10-KSB of ATS Money Systems,
         Inc. for the fiscal year ended December 31, 1989.

         (ii)   Amendment of Lease, dated as of December 1, 1992, between ATS
                Money Systems, Inc. and Rockwood Limited Partnership -
                incorporated herein by reference to Exhibit 10(a)(ii) to the
                Annual Report on Form 10-KSB of ATS Money Systems, Inc. for the
                fiscal year ended December 31, 1992.

         (iii)  Amendment of Lease, dated as of September 15, 1995, between ATS
                Money Systems, Inc. and Rockwood Four Limited Partnership -
                incorporated herein by reference to Exhibit 10(a)(iii) to the
                Annual Report on Form 10-KSB of ATS Money Systems, Inc. for the
                fiscal year ended December 31, 1995.

         (v)    Amendment of Lease, dated as of, June 26, 1998 between ATS Money
                Systems, Inc. and Rockwood Property Holding, LLC - incorporated
                herein by reference to Exhibit 10(a)(iv) to the Annual Report on
                Form 10-KSB of ATS Money Systems, Inc. for the fiscal year ended
                December 31, 1998.


                                       26
<PAGE>

     (b) (i) Profit Sharing Plan of ATS Money Systems, Inc., dated January 1,
         1987 - incorporated herein by reference to Exhibit 19 to Post-Effective
         Amendment No. 1 dated September 26, 1988 to Registration Statement on
         Form S-18 (No. 33-19657-NY).

         (ii) Amendment to Profit Sharing Plan dated January 1, 1998 -
         incorporated herein by reference to Exhibit 10(b)(ii) to the Annual
         Report on Form 10-KSB of ATS Money Systems, Inc. for the fiscal year
         ended December 31, 1998.

         (c) Form of Salesman Employment Agreement - incorporated herein by
reference to Exhibit 10(j) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1989.

         (d) Form of Maintenance Agreement - incorporated herein by reference to
Exhibit 10(k) to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1989.

         (e) Common Stock Incentive Plan - incorporated herein by reference to
Exhibit 10(l) to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1992.

         (f) Purchase Agreement, dated August 24, 1994, between ATS Money
Systems, Inc., IEI Acquisition Corp., Dynatech Corporation and Innovative
Electronics, Inc. - incorporated herein by reference to Exhibit 10(j) to the
Annual Report on Form 10-KSB of ATS Money Systems, Inc. for the fiscal year
ended December 31, 1994.

         (g) ATS Money Systems, Inc. 1995 Director Stock Plan - incorporated
herein by reference to Exhibit 10(i) to the Annual Report on Form 10-KSB of ATS
Money Systems, Inc. for the fiscal year ended December 31, 1996.

         (h) Employment Agreement, dated May 23, 1996, between Gerard F. Murphy
and ATS Money Systems, Inc. - incorporated herein by reference to Exhibit 10(j)
to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for the fiscal
year ended December 31, 1996.

         (i) Technical Support Agreement, dated January 30, 1996, between
Technology Service Solutions and ATS Money Systems, Inc. - incorporated herein
by reference to Exhibit 10(k) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1996.

         (j) Agreement for Software License, dated April 15, 1997, between ATS
Money Systems, Inc. and Dayton Hudson Corporation - incorporated herein by
reference to Exhibit 10(a) to the Quarterly Report on Form 10-QSB, of ATS Money
Systems, Inc., for the quarter ended June 30, 1997.

         (k) Agreement, dated April 7, 1997, between ATS Money Systems, Inc. and
M.H. Meyerson & Co., Inc - incorporated herein by reference to Exhibit 10(b) to
the Quarterly Report on Form 10-QSB, of ATS Money Systems, Inc., for the quarter
ended June 30, 1997.

         (l) Agreement, dated September 1, 1997, between ATS Money Systems, Inc.
and Vanstar Corporation - incorporated herein by reference to Exhibit 10(a) to
the Quarterly Report on Form 10-QSB, of ATS Money Systems, Inc., for the quarter
ended September 30, 1997.

         (m) Agreement, dated, February 24, 1998, between ATS Money Systems,
Inc. and Alpha Microsystems - incorporated herein by reference to Exhibit 10(a)
to the Quarterly Report on Form 10-QSB for the quarter ended March 31, 1998.

         (n) Agreement, dated August 5, 1998, between ATS Money Systems, Inc.
and Bollinger, Wells, Lett & Co. Inc. - incorporated herein by reference to
Exhibit 10(n) to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1998.

         (o) Agreement, dated as of December 10, 1998, between ATS Money
Systems, Inc. and Volumatic Ltd. - incorporated herein by reference to Exhibit
10(o) to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for the
fiscal year ended December 31, 1998.

         *(p) Lease agreement, dated as of April 22, 1999, between ATS Money
Systems, Inc. and Florida Offset, a division of Gannett Co., Inc.



                                       27
<PAGE>


         *(q) Promissory note, dated as of April 2, 1999, in the principal
amount of $40,000, made by Fred Den in favor of ATS Money Systems, Inc., and
extension agreement, dated March 1, 2000, between Fred Den and ATS Money
Systems, Inc.

         *(r) Stock Pledge Agreement, dated as of April 2, 1999, between Fred
Den, as pledgor and ATS Money Systems, Inc., as pledgee.


         11. Statement re computation of per share earnings - Not required since
such computation can be clearly determined from the material contained in this
report on Form 10-KSB.

         13. Annual report to security holders for the last fiscal year, Form
10-Q or 10-QSB or quarterly report to security holders, if incorporated by
reference in the filing - Not applicable.

         21. Subsidiaries of the small business issuer: Innovative Electronics,
Inc. - incorporated under the laws of the State of Florida.

         *23. Consent of independent accountants.

         *27. Financial Data Schedule.

         (b) No reports on Form 8-K were filed with the Commission during the
fourth quarter of the fiscal year ended December 31, 1999.



                                       28
<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.



Dated:            MARCH 29, 2000            ATS Money Systems, Inc.
            -------------------------

                                            By: --------------------------------
                                                Gerard F. Murphy, President and
                                                Chief Executive Officer






      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:




                                        ------------------------------------
Dated:   March 29, 2000                 /s/ GERARD F. MURPHY
         ------------------                 Gerard F. Murphy
                                            Director


                                        ------------------------------------
Dated:   March 29, 2000                 /s/ FRED DEN
         ------------------                 Fred Den
                                            Director


                                        ------------------------------------
Dated:   March 29, 2000                 /s/ A. PAUL COX
         ------------------                 A. Paul Cox
                                            Director


                                        ------------------------------------
Dated:   March 29, 2000                 /s/ THOMAS J. CAREY
         ------------------                 Thomas J. Carey
                                            Director


                                        ------------------------------------
Date:    March 29, 2000                 /s/ JOSEPH M. BURKE
         ------------------                 Joseph M. Burke
                                            Vice President - Finance
                                           (Principal Accounting and
                                               Financial Officer)