SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

       For the fiscal year ended June 30, 2002

                                       OR

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

       For the transition period from _____________ to _____________

                           Commission File Number             333-18221

                                       DOLLAR FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                   New York                                   13-2997911
      (State or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                    Identification No.)

      1436 Lancaster Avenue, Suite 210
             Berwyn, Pennsylvania                             19312-1288
      (Address of Principal Executive                        (Zip Code)
                  Offices)

Registrant's telephone number, including area code (610) 296-3400
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:          None

Securities registered pursuant to Section 12(g) of the Act:          None

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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[ ].

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K: [ ]

  There is no market for the common stock of Dollar  Financial  Group,  Inc. and
 all of such stock is held by the registrant's  parent,  DFG Holdings,  Inc. See
 "Item 12 - Security Ownership of Certain Beneficial Owners and Management."



                                       1
<PAGE>



              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Section  12,  13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes                    No
          ---------         ---------



                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable  date. As of September 30, 2002, 100
shares of the  registrant's  common  stock,  par value  $1.00  per  share,  were
outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

Certain  information  required by Part IV is  incorporated  by  reference to the
Registrant's  Registration  Statement on Form S-4  (Registration  No. 333-18221)
declared  effective  March 11,  1997,  Registrant's  Statement on Form 10Q filed
February  16,  1999,  Registrant's  Statement on Form 8K/A filed April 26, 1999,
Registrant's  Statement on Form 8K/A filed  September 30, 1999 and  Registrant's
Statement on Form 8K/A filed February 28, 2000.




                                       2
<PAGE>

<TABLE>


                          DOLLAR FINANCIAL GROUP, INC.

                                Table of Contents

                            2002 Report on Form 10-K



                                     PART I
<S>       <C>                                                                                         <C>

Item 1.   Business..................................................................................     4
Item 2.   Properties................................................................................    21
Item 3.   Legal Proceedings.........................................................................    22
Item 4.   Submission of Matters to a Vote of Security Holders.......................................    22


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.....................    23
Item 6.   Selected Financial Data...................................................................    23
Item 7.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations.................................................................    27
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk................................    36
Item 8.   Financial Statements and Supplementary Data...............................................    37
Item 9.   Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..................................................................    62


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant........................................    62
Item 11.  Executive Compensation....................................................................    64
Item 12.  Security Ownership of Certain Beneficial Owners and Management............................    67
Item 13.  Certain Relationships and Related Transactions............................................    67


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................    70
</TABLE>




                                       3
<PAGE>



Item 1. BUSINESS

General

Dollar Financial  Group,  Inc., a New York corporation (the "Company" or "DFG"),
was  organized  in 1979  under the name  Monetary  Management  Corporation.  The
Company is a consumer  financial  services company  operating the second largest
check cashing store network in the United States and the largest such network in
each of Canada and the United Kingdom.  The Company  provides a diverse range of
consumer financial products and services primarily  consisting of check cashing,
short-term  consumer  loans,  money  orders,  money  transfers and various other
related services.  As of June 30, 2002, the Company has a total network of 1,018
stores in 17 states,  the District of Columbia,  Canada and the United  Kingdom,
including 641 Company-owned  stores with revenues for the fiscal year ended June
30, 2002 of $202.0  million,  and with earnings before  interest,  income taxes,
depreciation,   amortization,   loss  on  store   closings   and  sales,   other
non-recurring  items and  establishment  of reserves  for new  consumer  lending
arrangements  ("Adjusted  EBITDA")  for the fiscal  year ended June 30,  2002 of
$48.3 million.

The  Company's  primary  customers  are working,  lower-income  individuals  and
families who require basic consumer  financial  services and who are underserved
by traditional  retail  banking  networks.  The increased  expense and decreased
availability  of  traditional  retail  banking  services have left an increasing
number  of  individuals  and  families  (estimated  at 9.5% of U.S.  households)
without  banking   relationships.   Management   believes  that  growth  in  the
lower-income segment of the population, combined with decreasing availability of
traditional  retail  banking  services,  provides the Company  with  significant
growth opportunities.

The Company's stores currently operate under the following  locally  established
brand  names:  Money  Mart(R),  The  Money  Shop and  Loan  Mart(R).  Through  a
relationship  with a  bank,  the  Company's  subsidiary  Money  Mart(R)  Express
(formerly  known  as  moneymart.com(TM))   services  and  originates  short-term
consumer loans through 656 independent document transmitters in 17 states.

Industry Overview

United States

The check cashing industry in the United States is highly  fragmented.  A recent
independent  industry  report  estimates  the  current  number of check  cashing
outlets at 13,000 as of March 2002,  an increase  from the  approximately  1,350
national listings in 1986,  according to a similar industry survey.  The Company
believes it is one of only seven U.S.  check  cashing  store  networks that have
more than 100 locations, the remaining operations being local store networks and
single-unit operators. The Company believes that industry growth has been fueled
by several  demographic  and  socioeconomic  trends,  including a decline in the
number of households  with bank deposit  accounts,  an increase in the number of
low-paying  service  sector  jobs and an overall  increase  in the  lower-income
population.

A January 2000 Federal Reserve study estimated that 9.5% of families in the U.S.
in 1998 did not maintain a banking  relationship.  The primary  reason cited for
not  maintaining  a checking  account was that not enough  checks are written to
make it  beneficial.  Other  reasons  include the inability of many families and
individuals to maintain the minimum account balances  required by many banks and
thrifts, high bank service charges and general dislike of banks.

Increases  in  fees  charged  by  banks  on  deposit  accounts  over  time  have
contributed  to the decline in the number of families  and  individuals  holding
such accounts.  The U.S.  Public  Interest  Research Group  conducted a national
study in 2001 which  showed that the annual cost to maintain a regular  checking
account was $228 and the average monthly  balance  requirements to avoid regular
checking  fees was $587.  In  general,  the  findings  indicate  that banks have
increased their fees significantly on a real and inflation-adjusted basis.

Many  banks  have  elected  over  time  to  close  their  less   profitable   or
lower-traffic locations. These closings have tended to occur in lower-income and
urban  neighborhoods.  If, as management of the Company expects,  banks continue




                                      4
<PAGE>

this trend,  wage earners in these  lower-income  areas will have fewer, if any,
convenient alternatives to local check cashing stores to perform basic financial
transactions.

Lower-income individuals represent a large segment of the U.S. population.  Data
from the 2000 U.S. Census  indicate that nearly 45 million U.S.  households have
income of less than $35,000 a year.  This  low-wage  population,  from which the
Company  draws  most of its  customers,  is the  fastest-growing  segment of the
workforce.  As the low-wage  population  continues to grow, the Company believes
that this population will  increasingly  rely on the check cashing  industry and
the other financial  services that the Company provides as the primary source of
their consumer financial products and services.

Canada

In Canada,  the Company's  Money Mart  subsidiary is the industry  leader with a
dominant market share and 90% brand awareness. There is a Money Mart location in
every city in Canada  with a  population  of over  50,000  (except  Quebec).  In
contrast to the U.S. market,  97% of Canadian consumers maintain a bank account.
Money Mart has  developed  the  industry  through  convenience  and service with
locations  positioned to serve  middle-class  Canadians.  A 2001 market research
report  indicates that  customers'  primary  motivation for use is fast service,
late hours and convenient location.  The typical Money Mart customer is 32 years
of age (60/40, male/female), employed in the trades/labor or services sector and
earning $22,000 annually.

The Canadian business had revenues of $55.4 million and Adjusted EBITDA of $24.0
million for the fiscal year ended June 30, 2002.

United Kingdom

In the United  Kingdom  ("UK"),  check  cashing is a  relatively  new and highly
fragmented  business that  developed with the passage of the Checks Act in 1992,
which prohibits non-financial  institutions from cashing checks (a check cashing
establishment  is  considered  to be a  financial  institution  for  purposes of
compliance with the Checks Act).  Traditionally,  check cashing had been offered
as an "add-on"  service to certain retail  establishments.  Management  believes
that while there are  approximately  2,000 listed check cashing locations in the
UK,  only  approximately  400 are  free-standing  check  cashing  locations.  In
addition,  management  believes the  Company's 413 owned and  franchised  stores
account for 40% of the total number of check cashing  stores in the UK. A recent
study conducted by the New Policy  Institute stated that 9 million people in the
UK, or approximately 24% of the adult population, are without a bank account.

The UK business  had  revenues of $33.6  million  and  Adjusted  EBITDA of $10.2
million for the fiscal year ended June 30, 2002.

Growth and Consolidation

Management believes that significant opportunities for growth exist in the check
cashing  industry  as a result  of: (i)  growth of the  lower-income  population
sector; (ii) failure of commercial banks and other traditional financial service
providers to address the needs of lower-income individuals, and; (iii) the trend
toward consolidation in the check cashing industry. Management believes that, as
the lower-income  population segment increases,  and as trends within the retail
banking  industry  create a less  accessible  environment  for these  members of
society, the check cashing industry and other retail financial service providers
will realize a significant  increase in demand for their  products and services.
However,  despite these growth dynamics,  the Company believes that the industry
is  undergoing  a period  of  consolidation.  The  Company  believes  that  this
consolidation  trend has  resulted  from a number  of  factors,  including;  (i)
economies of scale  available to larger  operators;  (ii) use of technology as a
means  to serve  customers  better  and  control  large  store  networks;  (iii)
inability of smaller  operators to form the  alliances  necessary to deliver new
products,   and  (iv)   increased   licensing  and  regulatory   burdens.   This
consolidation  process should  provide the Company,  as one of the largest store
networks,   with   opportunities   for  continued   growth   through   selective
acquisitions.


                                       5
<PAGE>


Competitive Strengths

The Company believes that it has the following competitive strengths:

Store locations in favorable demographic areas. The Company has carefully chosen
desirable  locations near its targeted  customer base.  Management  adheres to a
strict set of market survey and location  guidelines when selecting  acquisition
targets and new store sites.  The Company's  store base is a mix of urban sites,
which are located in high-traffic  shopping areas, and suburban sites, which are
located in strip malls near multi-family housing complexes.

High-quality  customer  service.  As  part  of its  retail  and  customer-driven
strategy,  the Company focuses on providing friendly customer service in a clean
and attractive environment.  Operating hours vary by location, but are typically
extended  and  designed  to cater  to those  customers  who,  due to their  work
schedules,  cannot make use of "normal"  banking hours.  As part of its employee
training program, the Company's customer service  representatives are encouraged
and  instructed  to treat  customers in a friendly and courteous  manner,  which
management  believes  results in repeat  business.  The Company sends  anonymous
market  researchers  posing as shoppers to each of its U.S. check cashing stores
monthly to measure customer service  performance.  Over the course of the fiscal
year,  these  stores  consistently  scored  85% on  the  quality  of  the  store
appearance  and customer  service  provided.  Recent  scores have been  steadily
improving and have exceeded 90%.

Broad  offering of products and services.  Company  stores offer a wide range of
consumer financial products and services to meet the demands of their respective
locales,  including check cashing,  money orders, money transfers and short-term
consumer  loans.  The Company  also offers a variety of  ancillary  products and
services,  including  photo IDs,  prepaid local and long distance phone service,
lottery  tickets,  electronic  tax  filing,  bill  payment,  photocopy  and  fax
services.

Economies  of  scale.  As a result of its  acquisition  strategy  in the  United
States,  Canada  and the,  the  Company  has  reached a size that  enables it to
benefit from  economies of scale and to negotiate  favorable  contracts with its
suppliers.  In addition,  the Company's market position enables it to enter into
favorable  relationships with strategic partners like Western Union.  Management
believes  that the  Company's  size  also  allows it to gain  greater  access to
capital than its smaller competitors.

Management  expertise.  The  regional  managers  of the Company  have  extensive
experience and expertise in the check cashing industry,  as well as other retail
industries, which the Company believes provides it with a competitive advantage.
Furthermore,   the  Company  has  been  largely   successful  in  retaining  the
operational  managers formerly employed by the targets of its acquisitions.  The
Company's senior management has extensive  experience in banking,  retailing and
financial  services.  In addition,  the  Company's  management  has  significant
experience  in acquiring and  integrating  businesses  into the Company,  and it
employs a disciplined approach to making such acquisitions.

Well-diversified  credit risk.  For the twelve  months ended June 30, 2002,  the
Company  cashed 8.7 million checks  totaling $3.0 billion,  with an average face
value of $342.  Additionally,  through its consumer lending program, the Company
originates or makes direct  unsecured  short-term  loans up to $700. The Company
actively  manages its customer risk profile and  collection  efforts in order to
maximize revenues while maintaining  losses within a targeted range.  Management
has  instituted  control  mechanisms  that it believes  have been  effective  in
managing  risk,  including:  (i) check  verification  procedures;  (ii) customer
identification  cards;  (iii) customer files,  including  customer  photographs,
addresses,  employment  information and transaction history;  (iv) point-of-sale
database  systems;  and  (v)  background  checks,  among  others.  As a  result,
management  believes  that the Company is unlikely to sustain a material  credit
loss from a single  transaction  or  series of  transactions.  The  Company  has
experienced  relatively low net write-offs as a percentage of the face amount of
checks cashed.  For the fiscal year ended June 30, 2002, in the Company's  check
cashing business, net write-offs as a percentage of face amount of checks cashed
were  0.24%.  For the fiscal  year ended June 30,  2002,  with  respect to loans
originated by the Company,  net writeoffs as a percentage of  originations  were
2.0%.

                                       6
<PAGE>


Although the Company believes that these competitive strengths will enable it to
achieve its strategic  objectives,  it is possible that the Company could not be
able to capitalize  on them.  Changing  demographics  in areas  surrounding  the
Company's  stores  could  negatively  impact  the  quality  of the  store  base.
Regulatory and  technological  changes could affect the products  offered or the
prices charged for such  products.  The Company  provides an extensive  training
program for all of its employees, however; and as the Company continues to grow,
inability to attract,  train, and recruit talented field personnel and corporate
management could negatively impact Company performance.

Strategy

The Company's business strategy is to capitalize on its competitive strengths by
increasing  the  revenues  and  profitability  of its  existing  operations,  by
continuing to grow through  acquisition  of check cashing store  networks and by
developing of alternative store formats.  Key elements of the Company's business
strategy include the following:

Maintaining and instilling a customer-driven retail philosophy.  The Company has
focused on  increasing  its customer  base through a  service-oriented  approach
designed to meet the needs of working,  lower-income individuals and families in
need  of  basic  consumer  financial  services.  The  Company  believes  it  has
differentiated  itself from its competitors by focusing on customer service. The
Company offers extended  operating hours in clean,  well-lighted  and convenient
store  locations to enhance appeal and stimulate  store  traffic.  The Company's
research indicates that,  although  approximately 49% of its customers have bank
accounts,  its customers  prefer  immediate  access to cash without  waiting for
check  clearance.  In addition,  the Company believes that many of its customers
find  great  value  in their  ability  to cash a  payroll  or  government  check
immediately,  for a fee, at a location  within close  proximity to their home or
workplace at nearly any time of day. The  Company's  surveys  indicate  that the
widespread  availability of ATM machines does not alter a customer's decision to
perform financial  transactions at Company  locations.  The Company uses locally
targeted advertising,  including direct mail, outdoor and event sponsorships, to
promote awareness of its products and its customer service. The Company plans to
continue to develop ways to improve service to its customers.

Introducing  new products and  services.  The Company has  developed a "one-stop
shop"  concept to offer many  consumer  financial  products  and services to its
targeted  customer base. The Company  believes that its check cashing  customers
enjoy the convenience of other services offered by the Company, such as the sale
of money orders,  money transfer services and short-term consumer loans, as well
as a variety of related products and services that assist  marginally  banked or
credit-impaired customers to manage their personal finances more effectively. As
it has completed acquisitions, the Company has expanded the product and services
offerings of its newly acquired check cashing store networks,  and it intends to
continue this strategy with future acquisitions.  In particular, the Company has
continued  to expand its  successful  consumer  lending  program by adding  this
service to newly acquired or opened stores.

Growing through targeted acquisitions. Acquisitions have played an integral role
in the Company's growth.  Since June 1997, the Company has acquired an aggregate
of over 369  owned or  franchised  stores.  As a result of  increasing  industry
consolidation,  the Company may be required to shift its acquisition strategy to
smaller  check  cashing  store  networks.   Management  will  continue  to  seek
opportunistic  acquisitions of well-managed check cashing store networks located
in areas with favorable  demographics,  including the  southeastern  and western
parts of the  United  States,  Canada  and the UK, as well as  profitable  check
cashing  stores in areas  that  complement  the  Company's  existing  geographic
markets.

Developing  alternative  retailing  platforms.  In an effort to capitalize  more
fully on the success of its consumer  lending  product,  in  September  1997 the
Company began opening stores under the name Loan Mart(R), which market primarily
unsecured short-term loans in a friendly office-like environment.  The Company's
management believes the Loan Mart stores appeal to a broader market segment than
that which currently  utilizes the Company's  check cashing stores.  The Company
currently  operates  103 Loan Mart stores in the  Seattle,  Fresno,  Sacramento,
Tucson, Las Vegas, Denver, Colorado Springs,  Oklahoma City, Tulsa, Portland and
Phoenix  areas  and may  develop  stores  in  additional  geographic  areas.  In
addition,  the Company's  subsidiary  Money Mart(R)  Express  (formerly known as
moneymart.com(TM)) services and originates short-term consumer loans through 656
independent  document  transmitters in 17 states.  Management believes that Loan




                                       7
<PAGE>

Mart stores and Money Mart Express allow the Company to access new customers and
significantly  increase the  Company's  revenues and  profitability.  Management
believes that this and other platforms being explored by the Company  complement
the strategy and operations of the existing check cashing stores.

Capitalizing on economies of scale.  Because of the scale of its operation in an
otherwise highly fragmented  industry,  management of the Company believes it is
well positioned to take advantage of the current trend toward  consolidation  in
the check  cashing  industry.  The Company  believes it is able to operate  more
profitably  than  smaller  competitors  as  a  result  of  its  broader  product
offerings, greater purchasing power, improved operating efficiencies and greater
access to capital.

Customers

Based upon a 2001 consumer survey conducted in several of the Company's  markets
and the Company's operating experience, the Company believes that its core check
cashing customer group is composed of individuals between the ages of 18 and 44.
The majority of these individuals rent their homes, are employed and have annual
household  incomes of  between  $10,000  and  $35,000,  with a median  income of
$22,500.  The  Company  believes  that  consumers  value  attention  to customer
service, and their choice of check cashing stores is influenced by the Company's
convenient locations and extended operating hours.

At the Company's Loan Mart(R) stores, which primarily market short-term consumer
loans,  customers are composed of individuals between the ages of 18 and 49. The
majority  of  these   individuals   rent  their   homes  and  are   employed  in
professional/managerial  positions.  A survey  conducted by the Credit  Research
Center of Georgetown  University  found that 51.5% of  short-term  consumer loan
customers  reported  household incomes of between $25,000 and $50,000 with 25.4%
in excess of  $50,000.  The  survey  also  found  that  these  customers  choose
short-term  consumer  loans  because of easy and fast  approval  and  convenient
location.

Based on a 2001 market  research  survey  performed for the  Company's  Canadian
subsidiary, the Company believes that the demographics of Canadian customers are
similar to those of the Company's existing U.S. customers. The survey found that
the typical Canadian  customer is 32 years of age,  employed in the trades/labor
or services  sector and earning $22,000  annually.  Although 97% of the surveyed
customers  have a bank account,  these  consumers  continue to use the Company's
services due to the fast and courteous  service,  the stores' extended operating
hours and convenient  locations.  A study was recently  conducted showing that 9
million  people in the UK, or  approximately  24% of the adult  population,  are
without a bank  account.  The survey  also found that 89% of UK  customers  have
annual incomes of below $30,000, and 62% are under the age of 35.

The Company  believes  that many of its  customers  are  workers or  independent
contractors  who receive payment on an irregular basis and generally in the form
of a check.  The  Company's  core  customer  group  lacks  sufficient  income to
accumulate  assets or to build  savings.  These  customers rely on their current
income to cover immediate  living expenses and cannot afford the delays inherent
in  waiting  for  checks  to  clear  through  the  commercial   banking  system.
Furthermore,  the  Company  believes  that many of its  customers  use its check
cashing  services in order to gain  immediate  access to cash without  having to
maintain  a  minimum  balance  in a  checking  account  and  incur  the  cost of
maintaining a checking account. In addition, although research conducted for the
Company  indicates  that  approximately  49% of its U.S.  customers do have bank
accounts,  these  customers  use  check  cashing  stores  because  they find the
locations and extended  business hours of the Company's  stores more  convenient
than those of banks and because they value ability to receive cash  immediately,
without waiting for a check to clear.

Products and Services

The Company's  check cashing stores provide a broad range of consumer  financial
products and services to its  customers at  convenient  locations  with extended
operating  hours.  Customers  typically use the Company's  stores to cash checks
(payroll,  government,  and  personal),  obtain  short-term  consumer  loans and
utilize  one or more of the  additional  financial  services  available  at most
locations. In addition, customers use a variety of ancillary products, including
photo ID,  prepaid  local and long  distance  phone  service,  lottery  tickets,
electronic tax filing, bill payment, photocopy and fax services.

                                       8
<PAGE>

Check Cashing

Customers may cash all types of checks at DFG check cashing locations, including
payroll  checks,  government  checks and  personal  checks.  In  exchange  for a
verified check,  customers receive cash immediately and are not required to wait
several days for the check to clear. Both the customer's  identification and the
validity of the check are verified  (occasionally  employing  multiple  sources)
pursuant to the Company's  standard  verification  procedures before any cash is
distributed.  Customers  are charged a fee for this  service  (typically a small
percentage of the face value of the check), which varies depending upon the type
of check cashed and whether or not the customer has a previous record of cashing
checks at that  location.  For the  twelve  months  ended June 30,  2002,  check
cashing fees averaged approximately 3.53% of the face value of checks cashed.

The following  charts present  summaries by Consolidated  Company,  Domestic and
Foreign Operations of check cashing data for the periods indicated below:

                            CHECK CASHING FEE SUMMARY

Consolidated Company:
<TABLE>
                                                      -----------------------------------------------------
                                                                  For the Years Ended June 30,
                                                      -----------------------------------------------------
                                                            1998              1999             2000
                                                      -----------------------------------------------------
<S>                                                    <C>               <C>              <C>

Face amount of checks cashed.......................    $2,301,861,000    $2,319,847,000   $2,784,267,000
Number of checks cashed............................          7,991,128         7,490,406        8,328,176
Average face amount per check......................            $288.05           $309.71          $334.32
Average fee per check..............................              $8.80            $10.14           $11.69
Average fee as a % of face amount..................            3.05%             3.28%            3.50%


                                                          For the Years Ended June 30,
                                                      -------------------------------------
                                                            2001               2002
                                                      -------------------------------------

Face amount of checks cashed.......................    $3,150,350,000    $2,969,455,000
Number of checks cashed............................          9,406,749         8,689,819
Average face amount per check......................            $334.90           $341.72
Average fee per check..............................             $11.24            $12.06
Average fee as a % of face amount..................            3.36%             3.53%

Domestic Operations:
                                                      -----------------------------------------------------
                                                                  For the Years Ended June 30,
                                                      -----------------------------------------------------
                                                            1998              1999             2000
                                                      -----------------------------------------------------

Face amount of checks cashed.......................    $1,764,397,000    $1,723,912,000   $1,712,912,000
Number of checks cashed............................          5,851,813         5,176,483        4,654,747
Average face amount per check......................            $301.51           $333.03          $367.99
Average fee per check..............................              $8.92            $10.73           $12.17
Average fee as a % of face amount..................            2.96%             3.22%            3.31%

                                                          For the Years Ended June 30,
                                                      -------------------------------------
                                                            2001               2002
                                                      -------------------------------------

Face amount of checks cashed.......................    $1,728,504,000    $1,636,967,000
Number of checks cashed............................          4,485,393         4,317,534
Average face amount per check......................            $385.36           $379.14
Average fee per check..............................             $12.19            $12.41
Average fee as a % of face amount..................            3.16%             3.27%

                                       9
<PAGE>

Foreign Operations:
                                                      -----------------------------------------------------
                                                                  For the Years Ended June 30,
                                                      -----------------------------------------------------
                                                            1998              1999             2000
                                                      -----------------------------------------------------

Face amount of checks cashed.......................       $537,464,000      $595,935,000  $1,071,355,000
Number of checks cashed............................          2,139,315         2,313,923        3,673,429
Average face amount per check......................            $251.23           $257.54          $291.65
Average fee per check..............................              $8.46             $8.98           $11.08
Average fee as a % of face amount..................            3.37%             3.49%            3.80%

                                                          For the Years Ended June 30,
                                                      -------------------------------------
                                                            2001               2002
                                                      -------------------------------------

Face amount of checks cashed.......................    $1,421,846,000    $1,332,488,000
Number of checks cashed............................          4,921,356         4,372,285
Average face amount per check......................            $288.91           $304.76
Average fee per check..............................             $10.37            $11.71
Average fee as a % of face amount..................            3.59%             3.84%
</TABLE>

If a check cashed by the Company is not paid for any reason, the full face value
of the check is  recorded  as a loss in the  period  during  which the check was
returned unpaid. The check is then sent to the store for collection;  and, if it
remains  uncollected,  it is then  sent to the  Company's  internal  collections
department, which contacts the maker and/or payee of each returned check and, if
necessary,  commences legal action. Recoveries on returned items are credited in
the period when the recovery is  received.  During  fiscal  2002,  approximately
74.7% of the face value of checks  returned  were  ultimately  collected  by the
Company.

The following  charts present  summaries by Consolidated  Company,  Domestic and
Foreign  Operations of the Company's  returned check  experience for the periods
indicated below:

                            RETURNED CHECK EXPERIENCE

Consolidated Company:
<TABLE>
                                                      --------------------------------------------------
                                                                For the Years Ended June 30,
                                                      --------------------------------------------------
                                                            1998              1999            2000
                                                      --------------------------------------------------
<S>                                                        <C>               <C>            <C>

Face amount of returned checks.....................         $13,823,000      $16,607,000    $22,866,000
Collections on returned checks.....................           9,908,000       12,505,000     17,097,000
Net write-offs of returned checks..................           3,915,000        4,102,000      5,769,000
Collections as a percentage of returned checks.....               71.7%            75.3%          74.7%
Net write-offs as a percentage of check
   cashing revenues................................                5.6%             5.4%           5.9%
Net write-offs as a percentage of face amount
   of checks cashed................................               0.17%            0.18%          0.21%

                                                        For the Years Ended June 30,
                                                      ---------------------------------
                                                           2001             2002
                                                      ---------------------------------

Face amount of returned checks.....................       $27,938,000      $27,875,000
Collections on returned checks.....................        19,752,000       20,812,000
Net write-offs of returned checks..................         8,186,000        7,063,000
Collections as a percentage of returned checks.....             70.7%            74.7%
Net write-offs as a percentage of check
   cashing revenues................................              7.7%             6.7%
Net write-offs as a percentage of face amount
   of checks cashed................................             0.26%            0.24%

                                       10
<PAGE>

Domestic Operations:
                                                      --------------------------------------------------
                                                                For the Years Ended June 30,
                                                      --------------------------------------------------
                                                            1998              1999            2000
                                                      --------------------------------------------------

Face amount of returned checks.....................         $10,161,000      $11,246,600    $12,019,000
Collections on returned checks.....................           6,755,000        7,646,040      7,808,000
Net write-offs of returned checks..................           3,406,000        3,600,560      4,211,000
Collections as a percentage of returned checks.....               66.5%            68.0%          65.0%
Net write-offs as a percentage of check
   cashing revenues................................                6.5%             6.5%           7.4%
Net write-offs as a percentage of face amount
   of checks cashed................................               0.19%            0.21%          0.25%

                                                        For the Years Ended June 30,
                                                      ---------------------------------
                                                           2001             2002
                                                      ---------------------------------

Face amount of returned checks.....................       $14,519,000      $15,412,000
Collections on returned checks.....................         8,872,000       10,560,000
Net write-offs of returned checks..................         5,647,000        4,852,000
Collections as a percentage of returned checks.....             61.1%            68.5%
Net write-offs as a percentage of check
   cashing revenues................................             10.3%             9.1%
Net write-offs as a percentage of face amount
   of checks cashed................................             0.33%            0.30%

Foreign Operations:
                                                      --------------------------------------------------
                                                                For the Years Ended June 30,
                                                      --------------------------------------------------
                                                            1998              1999            2000
                                                      --------------------------------------------------

Face amount of returned checks.....................          $3,662,000       $5,360,400    $10,847,000
Collections on returned checks.....................           3,153,000        4,858,960      9,289,000
Net write-offs of returned checks..................             509,000          501,440      1,558,000
Collections as a percentage of returned checks.....               86.1%            90.7%          85.6%
Net write-offs as a percentage of check
   cashing revenues................................                2.8%             2.4%           3.8%
Net write-offs as a percentage of face amount
   of checks cashed................................               0.09%            0.08%          0.15%

                                                        For the Years Ended June 30,
                                                      ---------------------------------
                                                           2001             2002
                                                      ---------------------------------

Face amount of returned checks.....................       $13,419,000      $12,463,000
Collections on returned checks.....................        10,880,000       10,252,000
Net write-offs of returned checks..................         2,539,000        2,211,000
Collections as a percentage of returned checks.....             81.1%            82.3%
Net write-offs as a percentage of check
   cashing revenues................................              5.0%             4.3%
Net write-offs as a percentage of face amount
   of checks cashed................................             0.18%            0.17%
</TABLE>



                                       11
<PAGE>




Consumer Lending

Effective June 13, 2002, the Company  entered into an agreement with County Bank
of  Rehoboth  Beach,   Delaware  ("County"),   a  federally  insured  depository
institution.  The Company  acts as a servicer  for County,  marketing  unsecured
short-term  loans to customers  with  established  bank accounts and  verifiable
employment.  Loans are made for amounts up to $500,  with terms of 7 to 23 days.
Under this  program,  the  Company  earns  servicing  fees which are  subject to
reduction  if  the  related   loans  are  not   collected.   County   originated
approximately $15 million of loans through the Company's  locations and document
transmitters during the fiscal year ended June 30, 2002.

During the year ended June 30, 2002 Dollar Financial Group,  Inc. entered into a
Participation and Termination  Agreement ("Eagle Agreement") with Eagle National
Bank ("Eagle"), a national banking association,  and related entities. Under the
Eagle Agreement, Eagle discontinued the business of offering short-term consumer
loans through the Company's locations and document transmitters.

The Company had previously acted for Eagle marketing unsecured  short-term loans
to customers with  established  bank accounts and verifiable  employment.  Loans
were made for  amounts up to $500,  with terms of 14 or 28,  days which could be
refinanced  a maximum  of four  times and two  times,  respectively.  Under this
program,  the Company earned origination and servicing fees. Eagle originated or
extended  approximately  $399  million  and $377  million of loans  through  the
Company's locations and document  transmitters during the fiscal year ended June
30, 2002 and 2001, respectively.

In addition to marketing the credit services of banks,  the Company also acts as
a direct  consumer  lender on its own behalf in Canada,  the UK and certain U.S.
markets.  These  loans are made for  amounts  up to $700,  with terms of 7 to 28
days,  which can be  extended a maximum of four  times.  The  Company  bears the
entire  risk of loss  related  to these  loans.  The  Company  made or  extended
approximately $306 million of loans through the Company's locations and document
transmitters  during  the  fiscal  year ended June 30,  2002.  The  Company  had
approximately $16 million and $10 million of consumer loans on its balance sheet
at June 30, 2002 and 2001,  respectively,  which is reflected in loans and other
receivables.  Net  writeoffs  for such loans for the fiscal years ended June 30,
2002 and 2001  were  $5.5  million  and $4.4  million,  respectively,  which are
reflected in revenue on the Statements of Operations.

The Company  originates  its  short-term  loans  through its check cashing store
network,  its Money Mart(R) Express document  transmitter  locations and through
103  stores  under  the Loan  Mart(R)  name,  which  offer  primarily  unsecured
short-term loans. The Company's  management believes the Loan Mart stores appeal
to a broader  market  segment than that which  currently  utilizes the Company's
check cashing stores. Unlike many of the Company's check cashing customers,  the
Company's  targeted Loan Mart(R) and Money Mart(R)  Express  (formerly  known as
moneymart.com(TM))  customer  has,  and is required to have,  a bank account but
experiences  temporary  shortages in cash from time to time.  By offering  these
services on a variety of  platforms,  the Company  hopes to attract  this target
customer who might not otherwise utilize check cashing services.  The first Loan
Mart(R)  stores were opened in late  September 1997 and since then an additional
98 stores  have been  opened.  These  stores  are  located in  Seattle,  Fresno,
Sacramento, Phoenix, Tucson, Denver, Colorado Springs, Portland, Tulsa, Oklahoma
City, and Las Vegas.

Other Services and Product Extensions

In addition to check cashing and short-term  loans, the Company's  customers are
able to choose from a variety of products and services when conducting  business
at the Company's check cashing or Loan Mart(R) locations. These services include
electronic  tax filing,  utility bill  payment,  prepaid local and long distance
phone service,  photocopy and fax services.  A survey of the Company's customers
by an  independent  third party  revealed  that over 50% of customers  use other
services in addition to check cashing.  Management believes that providing these
services helps to implement the Company's customer-driven strategy by creating a
convenient  "one-stop" shopping atmosphere for its customers'  financial service
needs.


                                       12
<PAGE>



Among the most  significant  products and services  other than check cashing and
short-term loans offered by the Company are the following:

o    Money Transfers--Through a strategic alliance with Western Union, customers
     can transfer funds to any location  providing  Western Union money transfer
     services.  Western  Union  currently  has  117,000  agents in more than 185
     countries  throughout the world.  The Company  receives a percentage of the
     fee charged by Western  Union for the transfer as its  commission.  For the
     twelve months ended June 30, 2002, the Company generated,  primarily at its
     check cashing stores, total money transfer fees of $10.1 million.

o    Money  Orders--The  Company's  stores exchange money orders for cash and/or
     checks for a minimal fee,  with an average fee and face amount of $1.09 and
     $133, respectively, for such transactions during the fiscal year ended June
     30, 2002. Money orders are typically used as a means of payment of rent and
     utility  bills for customers  who do not have  checking  accounts.  For the
     twelve months ended June 30, 2002,  the Company's  check cashing stores and
     certain Loan Mart(R)  locations  sold a total of 2.7 million  money orders,
     generating total money order revenues of $3.0 million.


                                       13
<PAGE>








































Store Operations

Locations

The following chart sets forth the number of stores in operation as of the dates
indicated:

<TABLE>
                                                                 June 30,
                                                 ------------------------------------------
                  Markets                          1998    1999    2000    2001     2002
                  -------
                                                 ------------------------------------------
<S>                                                 <C>      <C>     <C>    <C>      <C>
CALIFORNIA
Southern.................................            41       41      44     47       47
Northern.................................            77       79      92     95       93

PENNSYLVANIA
Philadelphia.............................            11       10      11      8        8
Pittsburgh...............................            10       10      10     11       11

OHIO
Cleveland................................            24       22      21     19       19
Other Ohio cities (1)....................             8        5       7      5        4

ARIZONA
Phoenix..................................            16       25      34     40       45
Tucson...................................             0        0       7     13       16

Texas....................................            23        3       3      3        4
Virginia.................................            14       14      15     16       16
Washington...............................            15       15      17     21       18
Utah.....................................             3        3       7      5        5
MD/DC....................................             4        4       4     11       10
New Mexico...............................             4        4       4      3        3
Louisiana................................             3        3       3      4        4
Hawaii...................................             3        3       3      3        3
Wisconsin................................             1        1       1      1        1
Colorado.................................             0        0       6     14       15
Oklahoma.................................             0        0       8     13       13
Oregon...................................             0        0       2      5        5
Nevada...................................             0        0       1     11       11
Franchised locations.....................             3        3       0      0        0

UNITED KINGDOM...........................             0       11     107    126      123
Franchised locations and check cashing agents
                                                      0        0     264    261      290
CANADA...................................            86      101     139    157      167
Franchised locations.....................            70       80      81     86       87
                                                 ------------------------------------------
Total Stores.............................           416      437     891    978    1,018
                                                 ==========================================
</TABLE>

(1)  These other cities include Akron, Canton, Youngstown, and Cincinnati.

Management adheres to a strict set of market survey and location guidelines when
selecting acquisition targets and new store sites. The Company's store base is a
mix of urban  sites,  which are  located in  high-traffic  shopping  areas,  and
suburban  locations,   which  are  in  strip  malls  near  multi-family  housing
complexes.



                                       14
<PAGE>


Layout and Facilities

As part of its retail and customer-driven strategy, the Company presents a clean
and attractive environment and an appealing format for its check cashing stores.
Size varies by  location,  but the stores are  generally  1,000 to 1,400  square
feet,  with  approximately  half of that space  allocated to the teller and back
office areas.  There are typically three to five windows  available for customer
transactions.

Operating  hours vary by location,  but are  typically  extended and designed to
cater to those customers who, due to work schedules, cannot make use of "normal"
banking  hours.  A typical  store  operates  from 9:00 A.M. to 9:00 P.M.  during
weekdays  and on  Saturdays,  and from 10:00 A.M. to 5:00 P.M.  on  Sundays.  In
certain locations, the Company operates stores on a 24-hour, seven-days-per-week
basis.

All of the  Company's  individual  stores are  leased,  generally  under  leases
providing for an initial  multi-year  term and renewal terms of from one to five
years. The Company generally assumes the  responsibility  for required leasehold
improvements,  including signage,  customer service  representative  partitions,
alarm systems,  computers,  time-delayed  safes and other office equipment.  The
leases  relating  to  stores  that  provide  government  benefits   distribution
typically  allow for the termination of a store's lease in the event of the loss
of the related government contract.

Technology

The Company currently has an  enterprise-wide  transaction  processing  computer
network.  The Company  believes that this system has supported an improvement in
customer  service by  reducing  transaction  time and has enabled the Company to
manage returned-check losses better and to comply with regulatory record keeping
and reporting requirements.

The  Company  is  continuing  to  enhance a  Point-of-Sale  ("POS")  transaction
processing  system  composed of a networked  hardware and software  package with
integrated  database and  reporting  capabilities.  The POS system  provides its
stores with instantaneous  customer  information,  thereby reducing  transaction
time and improving the efficiency of the Company's credit verification  process.
Additionally,  the Company has deployed an enhanced loan management  system that
provides   improved   customer   service   processing  and  management  of  loan
transactions.  The POS system,  in conjunction with the enhanced loan management
system,  has improved the Company's  ability to offer new products and services,
while contributing to an improvement in customer service.

Security

The  principal  security  risks  which  confront  the  Company's  check  cashing
operations are robbery and defalcation. The Company's management has implemented
extensive   security  systems,   dedicated  security  personnel  and  management
information systems to address both areas of potential loss. Management believes
that its  systems  are  among  the most  effective  in the  industry.  Total net
security losses represented less than 1.1% of both total revenues and face value
of checks cashed for the twelve months ended June 30, 2002.

Most store employees operate behind bullet-resistant glass and steel partitions,
and the back office, safe and computer areas are locked and closed to customers.
Each store's security measures include safes, electronic alarm systems monitored
by third parties, control over entry to teller areas, detection of entry through
perimeter  openings,  walls,  and  ceilings  and the  tracking  of all  employee
movement in and out of secured areas. In addition, employees use cellular phones
to ensure  safety and  security  of staff  whenever  they are outside the secure
teller area. This centralized system includes the following security measures in
addition to those mentioned above: identical alarm systems in all stores, remote
control  over  alarm  systems,  arming/disarming  and  changing  user  codes and
mechanically and electronically controlled time-delay safes.

Due to the high volumes of cash, food stamps and negotiable  instruments handled
at the Company's locations,  daily monitoring,  unannounced audits and immediate
responses to irregularities are critical in combating defalcations.  The Company
has an internal  auditing  program which  includes  periodic  unannounced  store
audits and cash counts at randomly selected locations.

                                       15
<PAGE>

Advertising and Marketing

The Company is continually  surveying and  researching  its customer  trends and
purchasing  patterns in order to place the most effective  advertising  for each
market.  The Company's U.S.  marketing  promotions  typically  include  in-store
merchandising materials, advertising support, and store personnel instruction in
the use of the materials.  Using statistical data from its transaction database,
the Company utilizes  sophisticated  direct marketing  strategies to communicate
with both existing customers and prospects who have demographic  characteristics
to existing customers.  National television  advertising promotes the Money Mart
brand in Canada.  The Company  also  arranges  cooperative  advertising  for its
products and services;  for example,  the Company does  cooperative  advertising
with Western Union.  Store managers are also provided with local store marketing
training that sets standards for promotions and marketing their store on a local
grass-roots  level  including  attendance  and  sponsorship  of local  community
events. A national  classified  telephone directory company is utilized to place
all Yellow Pages  advertising as effectively  and  prominently as possible.  The
Company does research into directory selection to assure effective communication
with its target customers.

Competition

The check  cashing  industry in the United States is highly  competitive  and is
expected to become even more so as the industry consolidates.  As of March 2002,
a total of  approximately  13,000  check  cashing  stores were  operating in the
United States.

DFG, with 1,018 stores, is the second largest check cashing store network in the
United States and the largest such network in Canada and the UK. According to an
industry  survey,  the seven largest chains in the U.S. control less than 20% of
the total number of U.S.  stores,  which reflects the  fragmented  nature of the
check cashing industry.

In  addition  to other  check  cashing  stores in the U.S.,  Canada  and UK, DFG
competes  with  banks and other  financial  services  entities,  as well as with
retail businesses, such as grocery and liquor stores, which will cash checks for
their customers. Some competitors, primarily grocery stores, do not charge a fee
to cash a check.  However,  these  merchants  provide  this service to a limited
number of customers with superior credit  ratings,  and will typically only cash
"first  party"  checks,  or those  written on the  customer's  account  and made
payable to the store.

The Company also  competes with  companies  that offer  automated  check cashing
machines,  and with franchised kiosk units that provide  check-cashing and money
order services to customers,  which can be located at places such as convenience
stores, bank lobbies, grocery stores, discount retailers and shopping malls.

Regulation

The Company is subject to regulation in several of the jurisdictions in which it
operates,  including jurisdictions that regulate consumer lending, check cashing
fees,  require  prompt  remittance  of  money  order  proceeds  to  money  order
suppliers,  or require the registration of check cashing companies. In addition,
the  Company is  subject to federal  and state  regulation  which  requires  the
reporting and  recording of certain  currency  transactions;  and certain of the
Company's operations are also subject to federal and state regulations governing
consumer protection and lending practices.

In the majority of the states in which the Company  engages in consumer  lending
activities,  it acts as an agent  for  County,  a  federally  insured  financial
institution  chartered under the laws of the state of Delaware.  Pursuant to its
contractual relationship,  the Company provides County with marketing, servicing
and  collections  services  for its  unsecured  short-term  loan product that is
offered under the Company's registered service mark Cash 'Til Payday(R). In four
states, with appropriate  enabling  legislation,  the Company has opted to offer
unsecured  short-term  loans  directly to  consumers,  also under the  Company's
registered service mark Cash 'Til Payday(R).  Currently, the Company offers Cash
'Til Payday(R) loans directly to consumers in California,  Colorado,  Oregon and
Wisconsin.

                                       16
<PAGE>


County is subject to federal and state banking regulations. Legislation has been
introduced at both the state and federal  levels that could affect the Company's
ability  to  generate  origination  fees as an agent for a bank,  as well as the
Company's  ability to offer Cash 'Til Payday loans directly to consumers.  While
the Company  does not believe  that any federal  regulation  will be passed,  if
enacted the Company  would not be able to market  short-term  loans as currently
structured.

State Regulation

To date, the  regulation of check cashing fees has been  restricted to the state
level.  The Company is  currently  subject to fee  regulation  in seven  states:
Pennsylvania,  Ohio, California,  Hawaii, Arizona,  Maryland,  Louisiana and the
District of Columbia,  where  regulations  set maximum fees for cashing  various
types of checks. The Company's fees comply with all state regulations.

The  following  chart  presents a summary of current state fee  regulations  for
check  cashing  operations  in those states where the  Company's  check  cashing
stores are currently located:
<TABLE>

                      CURRENT CHECK CASHING FEE REGULATIONS
<S>                    <C>

California:            Maximum of 3.0% fee for government and payroll checks (3.5% without specified
                       identification) or $3.00, whichever is greater. Permits one-time $10.00 fee to
                       issue identification and no more than $5.00 for identification replacement.
                       Ceiling fees set in 1992.

Louisiana:             Maximum of 2.0% fee for government assistance checks. Ceiling fees set in 2000.

Ohio:                  Maximum of 3.0% fee for government checks. Ceiling fees set in 1993.

Washington,            D.C.: Maximum of 5.0% fee for government and payroll
                       checks, 7.0% fee for an insurance check, 10.0% fee for
                       personal checks or money orders or $4.00, whichever is
                       greater. Ceiling fees set in 1998.

Hawaii:                Maximum of 3.0% fee for government assistance checks,
                       5.0% fee for payroll checks, 10.0% fee for personal
                       checks or money orders or $5.00, whichever is greater.
                       Permits one-time $10.00 fee to issue identification and
                       no more than $5.00 for identification replacement.
                       Ceiling fees set in 1999.

Pennsylvania:          Maximum of 2.5% for government checks provided that valid ID is presented, 3.0%
                       for payroll checks and 10.0% for personal checks. Permits one-time $10 customer
                       setup fee. Ceiling fees set in 1998.

Arizona:               Maximum of 3.0% fee for government checks or $5.00, whichever is greater.  Ceiling
                       fees set in 2000.

Maryland:              Maximum of 2.0% fee for government checks or $3.00 whichever is greater, 10.0% fee
                       for personal checks, 4.0% fee for all other checks or $5.00, whichever is greater.
                       Permits one-time $5.00 membership fee. Ceiling fees set in 2000.
</TABLE>



                                       17
<PAGE>








The Company has  determined,  primarily for regulatory  reasons,  that it should
make Cash 'Til  Payday(R)  loans  directly to consumers in certain  states where
advantageous  enabling legislation exists. The Company has determined to refrain
from participating in the consumer lending business  altogether in certain other
states  where  legislation  is  unfavorable  or the  service is not likely to be
profitable. The Company is currently able to participate in the consumer lending
business in all states in which it has a sizable presence,  although there is no
guarantee that this situation will continue at the federal or state level.

The following chart presents a summary of the states where the Company makes the
Cash 'Til Payday(R)  loans  directly to consumers in accordance  with state law.
The chart also summarizes key aspects of the state law that govern these loans:
<TABLE>

                      STATES IN WHICH THE COMPANY MAKES CASH 'TIL PAYDAY(R)LOANS DIRECTLY
<S>                        <C>

California:                Maximum fee of 15% of the face amount of the check tendered by borrower as
                           security for loan.

Oregon:                    No maximum fee mandated by state.

Colorado:                  Maximum fee of 20% of first $300 borrowed, plus 7.5% fee for amounts over
                           $300, up to $500.

Wisconsin:                 No maximum fee mandated by state.
</TABLE>

Other State Requirements

The Company  operates a total of 148 stores in California  and  Maryland.  These
states are among those that have enacted so-called "prompt remittance" statutes.
Such  statutes  specify a maximum time for the payment of proceeds from the sale
of money orders to the issuer of such money orders  thereby  limiting the number
of days or "float"  which the Company has use of the money from the sale of such
money orders. See "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations--Liquidity and Capital Resources."

In addition,  certain states,  including California,  Ohio, Utah,  Pennsylvania,
Washington and the District of Columbia, have enacted licensing requirements for
check cashing  stores.  Other states,  including  Ohio,  require the conspicuous
posting of the fees charged by each store. A number of states,  including  Ohio,
also have imposed recordkeeping  requirements while others require check cashing
stores to file fee schedules with the state.

The adoption of check cashing fee regulations and prompt remittance  statutes in
additional  jurisdictions  or the  reduction  of maximum  allowable  fees in the
jurisdictions currently regulating check cashing could have an adverse effect on
the Company's  business and could  restrict the ability of the Company to expand
its operations  into certain  states.  As the Company  develops new products and
services in the  consumer  finance  area,  it may become  subject to  additional
federal and state regulations governing those areas.

In  addition  to  fee  regulations  and  prompt  remittance  statutes,   certain
jurisdictions have also (i) placed limitations on the commingling of money order
proceeds  and (ii)  established  minimum  bonding or capital  requirements.  The
Company's  consumer lending  activities are subject to certain state and federal
regulations,  including,  but not  limited  to,  regulations  governing  lending
practices and terms, such as truth in lending and usury laws.

There can be no  assurance  that the Company  will not be  materially  adversely
affected by legislation  or  regulations  enacted in the future or that existing
regulations will not restrict the ability of the Company to continue its current
methods of operations or to expand its operations.


                                       18
<PAGE>



Federal Regulation

Pursuant to  regulations  promulgated  under the Bank Secrecy Act ("BSA") by the
U.S. Treasury Department,  transactions  involving currency in an amount greater
than $10,000,  or the purchase of monetary  instruments for cash in amounts from
$3,000 to $10,000,  must be reported. In general,  every financial  institution,
including  the  Company,  must  report  each  deposit,  withdrawal,  exchange of
currency or other payment or transfer,  whether by, through, or to the financial
institution,  that  involves  currency in an amount  greater  than  $10,000.  In
addition, multiple currency transactions must be treated as a single transaction
if the financial  institution has knowledge that the  transactions are by, or on
behalf of, any one person and result in either cash-in or cash-out totaling more
than $10,000 during any one business day. Management believes that the Company's
POS system  and  employee  training  programs  are  essential  to the  Company's
compliance with these regulatory requirements.

Also,  pursuant to the BSA,  non-bank  financial  institutions,  money  services
businesses  ("MSB's")  are  required  by the  Money  Laundering  Act of  1994 to
register  with the  Department  of Treasury.  MSB's  include  check  cashers and
sellers  of  money  orders.  Under  the  final  rule,  MSB's  must  renew  their
registrations every two years. In addition,  MSB's must maintain a list of their
agents and  update the list  annually  with the list  being made  available  for
examination.

In addition to the BSA, a new act was signed into law on October 26, 2001 called
the USA PATRIOT Act ("Uniting and Strengthening America by Providing Appropriate
Tools  Required to Intercept and Obstruct  Terrorism  Act of 2001").  The act is
designed to "deter and punish terrorist acts in the United States and around the
world and enhance law  enforcement  investigatory  tools."  Title III of the Act
includes  numerous  anti-money-laundering  measures  designed  to  assist in the
identification  and seizure of terrorist funds,  including  provisions that will
directly impact check cashers and other MSB's.

Specifically,  Section 352 of the USA PATRIOT Act requires all check  cashers to
establish  their own  anti-money  laundering  programs  by July 24,  2002.  Such
programs must include:  (i)  development  of internal  policies,  procedures and
controls; (ii) designation of an anti-money laundering compliance officer within
the  company;  (iii)  implementation  of  ongoing  employee  training;  (iv)  an
independent  auditing  function to test the program;  and (v)  requirements  for
responding to law enforcement. The Company believes it is in compliance with the
act.

In Canada,  the federal  government does not directly regulate the check cashing
or payday-loan industries,  nor do provincial governments impose any regulations
specific to the  industry.  The  exception is in the  Province of Quebec,  where
check  cashing  stores  are not  permitted  to  charge a fee to cash  government
checks.

In the UK, the Office of Fair  Trading  ("OFT") is  responsible  for  regulating
competition policy and consumer protection. To date, the OFT has not enacted any
regulations specific to the check cashing or "payday" loan industries.

Proprietary Rights

The Company has the rights to a variety of service marks relating to products or
services it provides in its stores.  In addition,  the Company has service marks
relating to the various names under which the Company's stores operate.

Insurance Coverage

The Company  maintains  insurance  coverage against losses,  including theft, to
protect  its  earnings  and  properties.  In  addition,  the  Company  maintains
insurance  coverage  against  criminal acts,  which coverage has a deductible of
$50,000 per occurrence.


                                       19
<PAGE>





Employees

As of June 30, 2002, the Company employed 3,343 persons worldwide,  composed of:
255  persons  employed  in  the  Company's  accounting,  management  information
systems,   legal,   human  resources,   treasury,   finance  and  administrative
departments (including Canada and the UK), and 3,088 persons employed in stores,
including   customer   service   representatives,   store   managers,   regional
supervisors, operations directors and administrative personnel.

None of the Company's  employees is represented by labor unions,  and management
believes that its relations with its employees are good.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995

This  report  may  contain  certain  forward-looking  statements  regarding  the
Company's expected  performance for future periods,  and actual results for such
periods may materially differ. Such forward-looking statements involve risks and
uncertainties,  including  risks of changing  market  conditions  in the overall
economy and the industry, consumer demand, regulatory factors and the success of
the Company's  strategies  and other  factors  detailed from time to time in the
Company's  annual and other  reports  filed  with the  Securities  and  Exchange
Commission.



                                       20
<PAGE>



Item 2. PROPERTIES

The Company leases all store  premises,  which typically have initial terms of 5
to 20 years and  contain  provisions  for  renewal  options;  additional  rental
charges  based on  revenue,  and  payment of real  estate  taxes and common area
charges.  With respect to leased stores open as of June 30, 2002,  the following
table shows the number of store leases  expiring  during the periods  indicated,
assuming the exercise of the Company's renewal options:
<TABLE>
     <S>                    <C>

    Period Ending            Number of
      June 30,            Leases Expiring
      ---------           ---------------
        2003                      76
        2004 - 2007              318
        2008 - 2012              196
        2013 - 2017               42
        2018 - 2022                9
                               ------
                                 641

</TABLE>





                                       21
<PAGE>



Item 3. LEGAL PROCEEDINGS

The Company is not a party to any  material  litigation  and is not aware of any
pending  or   threatened   litigation,   other  than  routine   litigation   and
administrative  proceedings  arising in the ordinary  course of  business,  that
would have a material adverse effect on the Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.





                                       22
<PAGE>



                                     PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for the Company's common stock.

DFG  Holdings,  Inc.  is the  sole  record  and  beneficial  owner of all of the
Company's outstanding common stock.

The Indenture  dated November 15, 1996 between the Company and State Street Bank
and Trust Company, as trustee (the "Indenture"),  relating to the 10 7/8% Senior
Notes due 2006,  the agreement  dated  December 18, 1998 relating to the 10 7/8%
Senior  Subordinated  Notes due 2006 as well as the Company's credit  agreement,
contain restrictions as to the declaration and payment of dividends. See "Item 7
-  Management's  Discussion  and Analysis of Financial  Condition and Results of
Operations"  and  the  notes  to  consolidated   financial  statements  included
elsewhere in this report.

Item 6. SELECTED FINANCIAL DATA

The selected consolidated historical financial information on the following page
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto and the information contained in "Item 7 - Management's Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations"  included
elsewhere in this report.  The balance sheet and statement of operations data of
the Company as of and for the years ended June 30, 1998,  1999,  2000,  2001 and
2002 have been derived from historical  consolidated financial statements of the
Company.




                                       23
<PAGE>


<TABLE>


                                                                         Year ended June 30,
                                        ---------------------------------------------------------------------------------------
                                              1998           1999(1), (2)         2000(3)           2001(4)          2002(5)
                                        ---------------------------------------------------------------------------------------
                                                          (dollars in thousands, except check cashing data)
<S>                                        <C>              <C>                <C>              <C>                <C>
Statement of Operations Data:
Revenues:
   Revenues from check cashing........    $        70,306  $           76,304  $       97,350  $       105,690  $      104,792
   Revenues from consumer lending, net              7,448              18,559          34,787           58,367          69,799
   Revenues from money transfer fees..              5,910               6,687           7,881            9,444          10,098
   Revenues from government services..             14,311               6,753           6,375            4,282           1,734
   Other revenues.....................             13,210              12,676          19,360           17,716          15,553
                                        ---------------------------------------------------------------------------------------
Total revenues........................            111,185             120,979         165,753          195,499         201,976

Store and regional expenses:
   Salaries and benefits..............             33,670              35,329          47,058           57,453          65,295
   Occupancy..........................              9,656               9,609          12,800           16,881          18,087
   Depreciation.......................              2,018               2,227           4,683            5,829           6,522
   Other..............................             24,002              23,764          36,503           45,321          46,238
                                        ---------------------------------------------------------------------------------------
Total store and regional expenses.....             69,346              70,929         101,044          125,484         136,142

Establishment of reserves for new
   consumer lending arrangements......                  -                   -               -                -           2,244
Corporate expenses....................             12,462              13,648          20,864           22,500          24,516
Loss on store closings and sales......                 45                 103             249              926           1,154
Goodwill amortization.................              3,624               4,686           5,564            4,710               -
Other depreciation and amortization...              1,152               1,020           1,620            1,952           2,709
Interest expense......................             12,945              16,401          17,491           20,361          18,694
Recapitalization costs and other
   non-recurring items................                  -              12,575           1,478                -             281
Writedown of goodwill.................             12,870                   -               -                -               -
                                        ---------------------------------------------------------------------------------------
(Loss) income before income taxes and
   extraordinary item.................            (1,259)               1,617          17,443           19,566          16,236
Income tax provision .................              5,538               3,881          12,043           12,876          10,199
                                        ---------------------------------------------------------------------------------------
(Loss) income before extraordinary item           (6,797)             (2,264)           5,400            6,690           6,037
Extraordinary      loss     on     debt
extinguishment
   (net of income tax benefit of $45).                  -                 85               -                -               -
                                        ---------------------------------------------------------------------------------------
Net (loss) income ....................      $     (6,797)     $       (2,349) $         5,400   $        6,690   $       6,037
                                        =======================================================================================


Operating and Other Data:
Adjusted EBITDA (6)...................    $        31,526  $           38,619  $       48,405  $        53,885  $       48,314
Adjusted EBITDA margin (6)............              28.4%               31.9%           29.2%            27.6%           23.9%
Net cash provided by (used in):
   Operating activities...............             18,003              15,951          16,792           16,442          14,453
   Investing activities...............            (4,237)            (23,471)        (44,526)         (32,365)        (10,108)
   Financing activities...............           (12,699)              18,269          35,306           15,602           9,409
Stores in operation at end of period..                416                 437             891              978           1,018

Check Cashing Data:
Face amount of checks cashed..........     $2,301,861,000      $2,319,847,000  $2,784,267,000   $3,150,350,000  $2,969,455,000
Number of checks cashed...............          7,991,128           7,490,406       8,328,176        9,406,749       8,689,819
Average face amount per check cashed..            $288.05             $309.71         $334.32          $334.90         $341.72
Average fee per check.................              $8.80              $10.14          $11.69           $11.24          $12.06
Average fee as a % of face amount.....              3.05%               3.28%           3.50%            3.36%           3.53%

Balance Sheet Data (at end of period):
Cash..................................    $        55,501  $           65,782  $       73,288  $        72,452  $       86,633
Total assets..........................            165,850             203,709         259,714          276,172         291,312
Total indebtedness....................            112,675             142,166         179,146          197,136         208,191
Shareholder's equity..................             29,454              36,334          39,595           42,624          53,515
</TABLE>




                                       24
<PAGE>



(1)      On November 13, 1998,  Holdings  entered into an agreement  and plan of
         merger  (the   "Merger   Agreement")   with  DFG   Acquisition,   Inc.,
         ("Acquisition")  a Delaware  corporation,  controlled  by Green  Equity
         Investors II, L.P., a Delaware limited  partnership  ("GEI II") and the
         stockholders  of Holdings  party  thereto,  providing for the merger of
         Acquisition  with and into  Holdings,  with  Holdings as the  surviving
         corporation  (the "Merger").  Holdings and Acquisition  consummated the
         Merger on  December  18,  1998.I In the Merger,  the senior  members of
         management of Holdings retained substantially all of their stock in the
         surviving  corporation,  and the other  stockholders  received  cash in
         exchange for their shares of Holdings.  The Merger was accounted for as
         a recapitalization of Holdings.
(2)      On February  10,  1999,  the Company  acquired  all of the  outstanding
         shares of Instant Cash Loans Limited  ("ICL"),  which  operated  eleven
         stores in the UK. The initial  purchase price for this  acquisition was
         $9.4 million plus initial working capital of approximately $2.0 million
         and was  funded  with the  issuance  of the  Company's  10 7/8%  Senior
         Subordinated Notes Due 2006. On February 17, 1999,  National Money Mart
         Company,  a subsidiary  of the Company,  acquired the  remaining  86.5%
         partnership interest in its Calgary Money Mart Partnership ("Calgary").
         Calgary operated six stores in Alberta,  Canada. The aggregate purchase
         price for this  acquisition  was $5.6  million  and was funded with the
         issuance of the Company's 10 7/8% Senior Subordinated Notes Due 2006.
(3)      On July 7, 1999, the Company acquired all of the outstanding  shares of
         Cash A Cheque Holdings Great Britain Limited ("CAC"), which operated 44
         company  owned  stores in the UK. The initial  purchase  price for this
         acquisition  was $12.5 million and was funded through  excess  internal
         cash, the Company's revolving credit facility and the Company's 10 7/8%
         Senior  Subordinated  Notes Due 2006.  The excess of the purchase price
         over the fair value of the  identifiable  net assets  acquired was $8.2
         million. Additional consideration of $9.7 million was subsequently paid
         based under the profit-based earn-out agreement.  On November 18, 1999,
         the Company  acquired  all of the  outstanding  shares of Cheques R Us,
         Inc.  ("CRU")  and  Courtenay  Money  Mart  Ltd.  ("Courtenay"),  which
         operated six stores in British Columbia.  The aggregate  purchase price
         for this  acquisition  was $1.2 million and was funded  through  excess
         internal  cash. The excess of the purchase price over the fair value of
         identifiable  net assets  acquired  was $1.1  million.  On December 15,
         1999,  the  Company  acquired  all of the  outstanding  shares  of Cash
         Centres Corporation Limited ("CCL"),  which operated five company owned
         stores and 238  franchises in the UK. The aggregate  purchase price for
         this  acquisition was $8.4 million and was funded through the Company's
         revolving  credit  facility.  The excess of the purchase price over the
         fair  value of  identifiable  net  assets  acquired  was $7.7  million.
         Additional  consideration of $2.7 million was  subsequently  paid based
         under a  profit-based  earn-out  agreement.  On February 10, 2000,  the
         Company  acquired  substantially  all of the assets of CheckStop,  Inc.
         ("CheckStop"),  which is a payday-loan  business  operating through 150
         independent document  transmitters in 17 states. The aggregate purchase
         price for this  acquisition was $2.6 million and was funded through the
         Company's  revolving credit facility.  The excess of the purchase price
         over the fair  value  of  identifiable  net  assets  acquired  was $2.4
         million.  Additional  consideration of $250,000 was  subsequently  paid
         based upon a future results of operations earn-out agreement.
(4)      On August 1, 2000, the Company purchased all of the outstanding  shares
         of West Coast Chequing Centres, Ltd ("WCCC"), which operated six stores
         in British Columbia.  The aggregate purchase price for this acquisition
         was $1.5  million and was funded  through  excess  internal  cash.  The
         excess price over the fair value of  identifiable  net assets  acquired
         was  $1.4   million.   On  August  7,  2000,   the  Company   purchased
         substantially  all of the  assets  of Fast `n  Friendly  Check  Cashing
         ("F&F"),  which operated 8 stores in Maryland.  The aggregate  purchase
         price for this  acquisition  was  $700,000  and was funded  through the
         Company's  revolving  credit  facility.  The excess purchase price over
         fair value of identifiable net assets acquired was $660,000. Additional
         consideration  of  $150,000  was  subsequently  paid based on a revenue
         earn-out agreement. On August 28, 2000, the Company purchased primarily
         all of the assets of Ram-Dur Enterprises,  Inc. d/b/a AAA Check Cashing
         Centers  ("AAA"),  which operated five stores in Tucson,  Arizona.  The
         aggregate  purchase price for this acquisition was $1.3 million and was
         funded  through the Company's  revolving  credit  facility.  The excess
         purchase price over fair value of identifiable  net assets acquired was
         $1.2  million.  On December 5, 2000,  the Company  purchased all of the
         outstanding shares of Fastcash Ltd. ("FCL"),  which operated 13 company
         owned stores and 27 franchises in the UK. The aggregate  purchase price
         for this  acquisition  was $3.1  million  and was  funded  through  the
         Company's  revolving credit facility.  The excess of the purchase price
         over  the fair  value  of the  identifiable  assets  acquired  was $2.7
         million.  The agreement  also includes a maximum  potential  contingent
         payment   to  the   sellers  of  $2.8   million   based  on  levels  of
         profitability.
(5)      On July 1, 2001 the  Company  adopted  Financial  Accounting  Standards
         Board Opinion No. 142 "Goodwill and Other Intangible Assets" ("SFAS No.
         142").  In accordance  with the  provisions of SFAS No. 142 the Company
         ceased amortization of goodwill.
(6)      Adjusted   EBITDA  is   earnings   before   interest,   income   taxes,
         depreciation,   amortization,    recapitalization   costs   and   other
         non-recurring items, writedown of goodwill,  loss on store closings and
         sales  and   establishment   of  reserves  for  new  consumer   lending
         arrangements.  Adjusted EBITDA does not represent cash flows as defined
         by accounting  principles  generally  accepted in the United States and
         does not  necessarily  indicate that cash flows are  sufficient to fund
         all  of  the  Company's  cash  needs.  Adjusted  EBITDA  should  not be
         considered in isolation or as a substitute for net income (loss),  cash
         flows  from  operating  activities,  or  other  measures  of  liquidity
         determined in accordance with accounting  principles generally accepted
         in the United States. The Adjusted EBITDA margin represents Adjusted



                                       25
<PAGE>

         EBITDA as a percentage  of  revenues.  Management  believes  that these
         ratios should be reviewed by prospective  investors because the Company
         uses them as one means of  analyzing  its  ability to service its debt,
         and the Company  understands that they are used by certain investors as
         one measure of a company's  historical ability to service its debt. Not
         all companies calculate EBITDA in the same fashion, and therefore these
         ratios as presented  may not be comparable  to other  similarly  titled
         measures of other  companies.  The table below reconciles net income as
         reported on the Statement of Operations to Adjusted EBITDA:
<TABLE>

                                                     1998         1999          2000         2001        2002
                                                     ----         ----          ----         ----        ----
        <S>                                          <C>          <C>            <C>          <C>         <C>
        Net (loss) income                           $ (6,797)    $ (2,349)       $ 5,400      $ 6,690    $ 6,037
        Add:
        Loss on store closings and sales                   45          103           249          926      1,154
        Goodwill amortization                           3,624        4,686         5,564        4,710          -
        Other depreciation and amortization             3,170        3,247         6,303        7,781      9,231
        Interest expense                               12,945       16,401        17,491       20,361     18,694
        Other (Foreign currency loss/(gain))              131         (10)         (123)          541        474
        Writedown of goodwill                          12,870            -             -            -          -
        Income tax provision                            5,538        3,881        12,043       12,876     10,199
        Recapitalization costs                              -       12,575           133            -          -
        Non-recurring charges                               -            -         1,345            -        281
        Establishment  of  reserves  for new
        consumer lending arrangements                       -            -             -            -      2,244
        Extraordinary items                                 -           85             -            -          -
                                                  ------------ ------------ ------------- ------------ ----------
        Adjusted EBITDA                               $31,526      $38,619       $48,405      $53,885    $48,314
                                                  ============ ============ ============= ============ ==========
</TABLE>






                                       26
<PAGE>



Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General

The Company has historically derived its revenues primarily from providing check
cashing services and other consumer  financial  products and services  including
money orders,  money transfers,  short-term  consumer loans and bill payment. In
addition,  certain  Company  stores  provide  for  the  distribution  of  public
assistance  benefits and food coupons.  For the years ended June 30, 2000,  2001
and 2002, check cashing revenues as a percentage of total revenues  approximated
58.7%,  54.1%  and  51.9%  respectively,  and  consumer  lending  revenues  as a
percentage of total revenues approximated 21.0%, 29.9% and 34.6%, respectively.

The check  cashing  industry in the United States is highly  fragmented  and has
experienced   considerable   growth  as  store  locations  have  increased  from
approximately  1,350  in 1986 to  approximately  13,000  as of March  2002.  The
Company  believes it is one of only seven  domestic check cashing store networks
with more than 100  locations.  The  industry is composed of mostly local chains
and single-unit  operators.  The Company  believes that industry growth has been
fueled by several demographic and socioeconomic  trends,  including a decline in
the number of households with bank deposit  accounts,  an increase in low-paying
service sector jobs and an overall increase in the lower-income population.

All of the  Company's  acquisitions  have been  accounted for under the purchase
method  of  accounting.   Therefore,  the  historical  consolidated  results  of
operations  include the revenues  and expenses of all of the acquired  companies
since their respective dates of acquisition. The comparability of the historical
financial  data  is  significantly  impacted  by the  timing  of  the  Company's
acquisitions.  The following table sets forth  information with respect to major
acquisitions completed by the Company during the periods discussed below:

<TABLE>

                  Company                     Number of Stores    Month Acquired           Purchase Price
-------------------------------------------------------------------------------------------------------------





<S>                                                <C>           <C>                       <C>
Cash A Cheque Holdings Great Britain
    Limited...............................          44           July 1999                $   22.2 million
Cheques R Us, Inc.........................           6           November 1999            $    1.2 million
Cash Centres Corporation Limited..........         243 (1)       December 1999            $   11.1 million
CheckStop, Inc............................          N/A (2)      February 2000            $    3.0 million
West Coast Chequing Centres...............           6           August 2000              $    1.5 million
Fast `n Friendly Check Cashing............           8           August 2000              $    0.9 million
Ram-Dur Enterprises.......................           5           August 2000              $    1.3 million
Fastcash Limited..........................          40 (3)       December 2000            $    3.1 million
</TABLE>

(1)      Includes 238 franchised stores.
(2)      Operates through 150 independent document transmitters.
(3)      Includes 27 franchised stores.

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  solely  reflects  the  historical   results  of  the  Company.   The
aforementioned  purchase price for Cash A Cheque  Holdings Great Britain Limited
("CAC") and Cash Centres Corporation Limited ("CCL") includes additional amounts
paid to the sellers of $9.7 million and $2.7 million,  respectively,  determined
under profit-based  earn-out agreements.  The aforementioned  purchase price for
CheckStop,  Inc.  ("CheckStop") and Fast `n Friendly ("F&F") includes additional
amounts paid to the sellers of $250,000 and $150,000, respectively, based upon a
future  results of  operations  earn-out  agreement  and a revenue based earnout
agreement,  respectively.  The  aforementioned  purchase price for Fastcash Ltd.
("FCL") excludes  potential  contingent  payments to the sellers of $2.8 million
based on profitability.  Any amounts paid under the earn-out  contingencies will
be recorded as additional consideration for the acquisition when the contingency
is resolved.



                                       27
<PAGE>




Due  to the  rapid  growth  of  the  Company,  period-to-period  comparisons  of
financial  data are not  necessarily  indicative  of the results for  subsequent
periods and should not be relied upon as an indicator of the future  performance
of the Company.


Critical Accounting Principles and Estimates

In response to the SEC's Release numbers 33-8040  "Cautionary  Advice  Regarding
Disclosure  About  Critical  Accounting   Policies"  and  33-8056,   "Commission
Statement about Management's  Discussion and Analysis of Financial Condition and
Results of  Operations,"  the  Company has  identified  the  following  critical
accounting  policies  that affect the more  significant  judgments and estimates
used in the  preparation  of its financial  statements.  The  preparation of the
Company's  financial   statements  in  conformity  with  accounting   principles
generally  accepted in the United States of America requires the Company to make
estimates  and  judgments  that  affect  the  reported  amounts  of  assets  and
liabilities,  revenues and expenses and related disclosures of contingent assets
and  liabilities.  On an ongoing basis,  the  Companyevaluates  these estimates,
including those related to revenue recognition, loss reserves, intangible assets
and income taxes. The Company states these  accounting  policies in the notes to
the  financial  statements  and at  relevant  sections  in this  discussion  and
analysis. The estimates are based on the information that is currently available
to the Company and on various other  assumptions that management  believes to be
reasonable  under the  circumstances.  Actual  results  could  vary  from  those
estimates under different assumptions or conditions.

The Company believes that the following critical  accounting policies affect the
more  significant  judgments  and  estimates  used  in  the  preparation  of its
financial statements:

Revenue Recognition

Revenue  generally  is  recognized  when  services  for the  customer  have been
provided  which, in the case of check cashing and other retail  products,  is at
the  point of sale.  For the  Cash  'Til  Payday(R)  unsecured  short-term  loan
service, all revenues are recognized ratably over the life of the loan offset by
net writeoffs.

Loss Reserves

The Company  acts as a servicer  for County Bank of  Rehoboth  Beach,  Delaware,
marketing unsecured short-term loans to customers with established bank accounts
and verifiable employment.  Loans are made for amounts up to $500, with terms of
7 to 23 days.  Under this program,  the Company earns  servicing  fees which are
subject  to  reduction  if the  related  loans are not  collected.  The  Company
maintains a reserve for these  estimated  reductions.  In addition,  the Company
maintains a reserve for anticipated losses for loans it makes directly. In order
to estimate the appropriate  level of these reserves,  the Company  analyzes the
amount of outstanding loans owed to the Company,  as well as loans owed to banks
and  serviced  by  the  Company,  the  historical  loans  charged-off,   current
collection  patterns and current  economic trends.  As these conditions  change,
additional allowances might be required in future periods.

Intangible Assets

The Company has significant  intangible assets on its balance sheet that include
goodwill  and other  intangibles  related to  acquisitions.  The  valuation  and
classification of these assets and the assignment of useful  amortization  lives
involves  significant  judgments and the use of estimates.  The testing of these
intangibles under established accounting guidelines for impairment also requires
significant use of judgment and assumptions. The Company's assets are tested and
reviewed for  impairment  on an ongoing basis under the  established  accounting
guidelines.  Changes in business  conditions  could  potentially  require future
adjustments to asset valuations.

                                       28
<PAGE>


Results of Operations

The  following  table  sets  forth the  Company's  results  of  operations  as a
percentage of revenues for the indicated periods:
<TABLE>
                                                                               Year ended June 30,
                                                                           ----------------------------
                                                                             2000     2001     2002
                                                                           ----------------------------
<S>                                                                          <C>      <C>       <C>
Statement of Operations Data:
Revenues:
    Revenues from check cashing...........................................   58.7%    54.1%    51.9%
    Revenues from consumer lending, net...................................   21.0     29.9     34.6
    Revenues from money transfer fees.....................................    4.8      4.8      5.0
    Revenues from government services.....................................    3.8      2.2      0.9
    Other revenues........................................................   11.7      9.0      7.6
                                                                           ----------------------------
Total revenues............................................................  100.0    100.0    100.0

Store and regional expenses:
    Salaries and benefits.................................................   28.4     29.4     32.3
    Occupancy.............................................................    7.7      8.6      9.0
    Depreciation..........................................................    2.8      3.0      3.2
    Other.................................................................   22.0     23.2     22.9
                                                                           ----------------------------
Total store and regional expenses.........................................   60.9     64.2     67.4

Establishment of reserves for new consumer lending arrangements...........      -        -      1.1
Corporate expenses........................................................   12.6     11.5     12.1
Loss on store closings and sales..........................................    0.2      0.5      0.6
Goodwill amortization.....................................................    3.3      2.4        -
Other depreciation and amortization.......................................    1.0      1.0      1.3
Interest expense..........................................................   10.5     10.4      9.3
Other non-recurring items.................................................    0.9        -      0.2
                                                                           ----------------------------
Income before income taxes................................................   10.6     10.0      8.0
Income tax provision......................................................    7.3      6.6      5.0
                                                                           ----------------------------
Net income................................................................    3.3%     3.4%     3.0%
                                                                           ============================
</TABLE>

The following chart presents a summary of the Company's consumer lending
revenues for the periods indicated below:
<TABLE>

                                                                   Consumer Lending Revenue
                                              -------------------------------------------------------------------
                                                                 For the Years Ended June 30,
                                              -------------------------------------------------------------------
                                                  1998         1999         2000         2001          2002
                                              -------------------------------------------------------------------
                                                                       (in thousands)
<S>                                                 <C>        <C>          <C>            <C>          <C>

Servicing revenues...........................       $5,489      $13,814      $22,692       $41,920       $44,765
Company originated domestic revenues.........          738          824          905         1,513         2,282
Company originated foreign revenues..........        1,221        3,921       11,190        14,934        22,752
                                              -------------------------------------------------------------------

Total consumer lending revenues, net.........       $7,448      $18,559      $34,787       $58,367       $69,799
                                              ===================================================================
</TABLE>

                                       29
<PAGE>



Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001

Total revenues were $202.0 million for the year ended June 30, 2002, as compared
to $195.5 million for the year ended June 30, 2001, an increase of $6.5 million,
or 3.3%.  Comparable  retail store,  franchised  store and document  transmitter
sales increased $2.4 million,  or 1.3%. The entities acquired during fiscal 2001
(collectively  referred  to  hereafter  as the  "Acquisitions")  and  new  store
openings accounted for an increase of $10.0 million.  Partially  offsetting this
increase,  however,  was a  decline  in  revenues  from  closed  stores  and the
termination  of the State of New York  government  contract  during  fiscal year
2001, for $3.1 million and $2.8 million, respectively.

The increase in total  revenues  resulted  from an increase in consumer  lending
revenues of $11.4 million,  or 19.5%.  The increase in consumer lending revenues
was primarily a result of a $7.9 million, or 53%, increase in foreign operations
and a $2.2 million revenue  increase in the Company's  subsidiary  Money Mart(R)
Express  (formerly known as  moneymart.com(TM)).  The balance of the increase in
consumer  lending  revenues,  $1.3  million,  is  attributed  to other  domestic
operations.  These increases were partially offset by a $2.5 million decrease in
revenues  from  government  services  as a  result  of  the  termination  of the
distribution of government  benefits in the State of New York and a $2.4 million
decrease in other revenues.

During fiscal 2002, the Company  provided for the  establishment of reserves for
new consumer lending arrangements of $2.2 million.  Effective June 13, 2002, the
Company entered into an agreement with County Bank of Rehoboth  Beach,  Delaware
("County"),  a federally insured depository  institution.  The Company acts as a
servicer for County,  marketing  unsecured  short-term  loans to customers  with
established bank accounts and verifiable employment.  Loans are made for amounts
up to $500,  with terms of 7 to 23 days.  Under this program,  the Company earns
servicing  fees which are  subject to  reduction  if the  related  loans are not
collected.  The bank originated  approximately  $15 million of loans through the
Company's locations and document  transmitters during the fiscal year ended June
30, 2002. In addition, the Company provided additional reserves for the loans it
originates due to the expansion of the program.

Store and regional expenses were $136.1 million for the year ended June 30, 2002
as compared to $125.5  million for the year ended June 30, 2001,  an increase of
$10.6 million,  or 8.4%. The full year effect of the Acquisitions in fiscal year
2001 resulted in an increase in store and regional  expenses of $1.0 million and
new store openings  accounted for an increase of $6.0 million.  Also,  store and
regional  expenses  increased $1.3 million due to salaries and benefits from the
foreign  subsidiaries,  commensurate  with the  growth in those  operations.  In
addition,  $2.5 million of the increase in store and regional  expenses resulted
from an increase in salaries  and benefits  due to the  continued  growth of the
Money Mart(R) Express business and the centralized collection division in fiscal
year 2002.  Store and regional  expenses as a percentage  of revenues  increased
from 64.2% in the year  ended June 30,  2001 to 67.4% in the year ended June 30,
2002. Store and regional expenses as a percentage of revenues from the Company's
foreign subsidiaries were 57.5% and 55.7% for 2001 and 2002, respectively.

Salaries  and  benefits  were $65.3  million for the year ended June 30, 2002 as
compared to $57.5  million for the year ended June 30, 2001, an increase of $7.8
million,  or 13.6%. The  Acquisitions  accounted for an increase in salaries and
benefits of $500,000 and new store  openings  accounted  for $2.8  million.  The
Company's  foreign  subsidiaries  accounted  for an increase of $1.3  million in
salaries  and  benefits.  In addition,  Money  Mart(R)  Express and  centralized
collection  divisions accounted for an increase of $2.5 million due to increased
growth.  Salaries and benefits  expenses as a percentage  of revenues  increased
from 29.4% for the year ended June 30, 2001 to 32.3% for the year ended June 30,
2002.

Occupancy expense was $18.1 million for the year ended June 30, 2002 as compared
to $16.9  million for the year ended June 30, 2001, an increase of $1.2 million,
or 7.1%. The  Acquisitions  accounted for an increase of $200,000.  In addition,
occupancy  expenses  increased $1.1 million from new store  openings  during the
year  ended  June 30,  2002.  Occupancy  expense  as a  percentage  of  revenues
increased  from 8.6% for the year ended June 30, 2001 to 9.0% for the year ended
June 30, 2002.

Depreciation  expense  was $6.5  million  for the year ended June 30,  2002,  as
compared  to $5.8  million  for the year  ended  June 30,  2001 an  increase  of
$700,000,  or 12.1%. The Acquisitions  accounted for an increase of $100,000 and
new store openings accounted for an increase of $500,000.  Depreciation  expense
as a percentage  of revenues  increased to 3.2% for the year ended June 30, 2002
from 3.0% for the year ended June 30, 2001.

                                       30
<PAGE>

Other store and regional expenses were $46.2 million for the year ended June 30,
2002 as compared to $45.3  million for the year ended June 30, 2001, an increase
of $900,000,  or 2.0%. The Acquisitions and new store openings  accounted for an
increase in other store and  regional  expenses  of  $200,000  and $1.6  million
respectively.  In  addition,  costs  associated  with  Money  Mart(R)  Express's
independent document transmitters,  increased during the fiscal year, due to the
growth in that business.  Stores closed during the fiscal year partially  offset
these  increases.  Other store and regional  expenses  consist of bank  charges,
armored security costs, net returned third party checks, cash shortages, cost of
goods sold, advertising and other costs incurred by the stores.

Corporate  expenses  were $24.5  million  for the year  ended  June 30,  2002 as
compared to $22.5  million for the year ended June 30, 2001, an increase of $2.0
million,  or 8.9%. This increase resulted from additional  salaries and benefits
associated  with the growth of the foreign  operations  during fiscal year 2002.
Corporate  expenses as a percentage of revenues  increased to 12.1% for the year
ended June 30, 2002 from 11.5% for the year ended June 30, 2001.

Loss on store  closings  and sales were $1.2 million for the year ended June 30,
2002  compared to $900,000 for the year ended June 30, 2001.  During fiscal year
2002, the Company decided to close certain  underperforming  stores. The Company
anticipates  closing  certain of its  unprofitable  stores in fiscal 2003 and is
currently evaluating the locations to be closed.

In June 2001,  the FASB issued  Statements  of  Financial  Accounting  Standards
("SFAS")  No.  141,  "Business  Combinations"  and No. 142  "Goodwill  and Other
Intangible  Assets."  Under  the  new  rules,   goodwill  and  indefinite  lived
intangible  assets  are no  longer  amortized  but  are  reviewed  annually  for
impairment.  Separable  intangible  assets  that  are  not  deemed  to  have  an
indefinite  life will  continue to be  amortized  over their useful  lives.  The
Company applied the new accounting rules beginning July 1, 2001.

Other  depreciation  and  amortization  expenses  were $2.7 million for the year
ended June 30,  2002,  as compared  to $2.0  million for the year ended June 30,
2001,  an  increase of  $700,000,  or 35%.  This  increase  is  attributable  to
additional capital  expenditures made by the corporate office during fiscal year
2002. Other  depreciation and amortization as a percentage of revenues increased
to 1.3% for the year ended  June 30,  2002 from 1.0% for the year ended June 30,
2001.

Interest  expense was $18.7 million for the year ended June 30, 2002 as compared
to $20.4  million for the year ended June 30, 2001, a decrease of $1.7  million,
or 8.3%. This decrease was primarily attributable to the decrease in the average
borrowing  rates  of  the  Company's  revolving  credit  facilities  which  fund
acquisitions,  purchases of property and equipment  related to existing  stores,
recently acquired stores and investments in technology.

During fiscal 2002, the Company  expensed $0.3 million for planned  acquisitions
that were not consummated.

Year Ended June 30, 2001 Compared to the Year Ended June 30, 2000

Total  revenues were $195.5 million for the year ended June 30, 2001 as compared
to $165.8  million  for the year  ended  June 30,  2000,  an  increase  of $29.7
million,  or 17.9%. Of this increase,  $5.8 million resulted from the results of
operations from the Acquisitions.  In addition,  revenues increased $5.7 million
as a result of new store  openings  during  fiscal  2001.  Also,  revenues  from
acquired stores and new stores opened during fiscal year 2000,  which had a full
year of revenues in fiscal year 2001,  increased $9.3 million and $10.8 million,
respectively.  The change in foreign  exchange rates accounted for a decrease of
$5.4 million in total foreign revenue.  For stores that were opened and owned by
the Company  during the entire  period from July 1, 1999  through June 30, 2001,
revenues increased by 2.8% or $3.6 million.  After eliminating the impact in the
devaluation  of the  foreign  currencies,  the  comparable  retail  store  sales
increased  $6.4  million or 4.9%.  As a result of  continued  expansion  of Loan
Mart(R)  stores,  the  addition  of Money  Mart(R)  Express  (formerly  known as
moneymart.com(TM))  agency  locations  and increased  originations  of Cash `Til
Payday(R)  loans,  Cash `Til  Payday(R)  revenues,  increased as a percentage of
total revenues.

Store and regional expenses were $125.5 million for the year ended June 30, 2001
as compared to $101.0  million for the year ended June 30, 2000,  an increase of
$24.5 million,  or 24.3%. The Acquisitions  resulted in an increase in store and
regional  expenses  of $4.3  million  and new store  openings  accounted  for an
increase of $8.0 million. Also, store and regional expenses from acquired stores
and new stores  opened during  fiscal year 2000,  which  incurred a full year of
expenses  in  fiscal  year  2001,  increased  $9.5  million  and  $6.4  million,
respectively.  Store and regional expenses as a percentage of revenues increased
from 60.9% in the year  ended June 30,  2000 to 64.2% in the year ended June 30,
2001 due to increased  costs  associated with new store openings during the year
ended June 30, 2001.

                                       31
<PAGE>

Salaries  and  benefits  were $57.5  million for the year ended June 30, 2001 as
compared to $47.1 million for the year ended June 30, 2000, an increase of $10.4
million,  or 22.1%. The  Acquisitions  accounted for an increase in salaries and
benefits of $1.9  million and new store  openings  accounted  for $3.3  million.
Also,  salaries and benefits from  acquired  stores and new stores opened during
fiscal  year 2000,  which  incurred a full year of expenses in fiscal year 2001,
increased  $3.9 million and $2.9  million,  respectively.  Salaries and benefits
expenses as a  percentage  of revenues  increased  from 28.4% for the year ended
June 30, 2000 to 29.4% for the year ended June 30, 2001 due to  increased  costs
associated with new store openings during the year ended June 30, 2001.

Occupancy expense was $16.9 million for the year ended June 30, 2001 as compared
to $12.8  million for the year ended June 30, 2000, an increase of $4.1 million,
or 32.0%. The Acquisitions  accounted for an increase of $600,000.  In addition,
occupancy  expenses  increased $1.8 million from new store  openings  during the
year ended June 30, 2000. Also,  occupancy expenses from acquired stores and new
stores opened during fiscal year 2000, which incurred a full year of expenses in
fiscal year 2001, increased $400,000 and $1.5 million,  respectively.  Occupancy
expense as a percentage of revenues  increased from 7.7% for the year ended June
30,  2000 to 8.6%  for the year  ended  June 30,  2001  due to  increased  costs
associated with new store openings during the year ended June 30, 2001.

Depreciation  expense  was $5.8  million  for the year  ended  June 30,  2001 as
compared  to $4.7  million  for the year ended June 30, 2000 an increase of $1.1
million,  or 23.4%. The  Acquisitions  accounted for an increase of $100,000 and
new store  openings  accounted for an increase of $500,000.  Also,  depreciation
expenses  from  acquired  stores and new stores  opened during fiscal year 2000,
which incurred a full year of expenses in fiscal year 2001,  increased  $100,000
and  $500,000,  respectively.  Depreciation  expense as a percentage of revenues
increased  to 3.0% for the year ended June 30, 2001 from 2.8% for the year ended
June 30, 2000.

Other store and regional expenses were $45.3 million for the year ended June 30,
2001 as compared to $36.5  million for the year ended June 30, 2000, an increase
of $8.8 million, or 24.1%. The Acquisitions and new store openings accounted for
an  increase  in other  store and  regional  expenses  of $1.6  million and $2.4
million  respectively.  Also,  other store and regional  expenses  from acquired
stores and new stores opened during fiscal year 2000, which incurred a full year
of expenses  in fiscal  year 2001,  increased  $5.1  million  and $1.5  million,
respectively. Other store and regional expenses consist of bank charges, armored
security  costs,  net  returned  checks,  cash  shortages,  cost of goods  sold,
insurance, advertising and other costs incurred by the stores.

Corporate  expenses  were $22.5  million  for the year  ended  June 30,  2001 as
compared to $20.9  million for the year ended June 30, 2000, an increase of $1.6
million,  or 7.7%.  This increase  resulted from the additional  corporate costs
associated  with the  Acquisitions  and new store  openings  during fiscal 2001.
Corporate  expenses as a percentage of revenues  decreased to 11.5% for the year
ended June 30, 2001 from 12.6% for the year ended June 30, 2000.

Loss on store  closings and sales were $900,000 for the year ended June 30, 2001
compared to $200,000 for the year ended June 30, 2000.  In the third  quarter of
fiscal year 2001 the Company closed certain underperforming stores. As a result,
$530,000 was accrued for closure costs.

Goodwill  amortization  was $4.7  million  for the year ended  June 30,  2001 as
compared  to $5.6  million  for the year ended  June 30,  2000,  a  decrease  of
$900,000,  or 16.1%.  The decrease is due to the  completion of the  accelerated
amortization of the remaining goodwill associated with the pending expiration of
the Company's  government  services lines of business,  partially  offset by the
goodwill associated with the Acquisitions.

Other  depreciation  and  amortization  expenses  were $2.0 million for the year
ended June 30,  2001 as  compared  to $1.6  million  for the year ended June 30,
2000, an increase of $400,000,  or 25.0%.  Of this  increase,  the  Acquisitions
accounted for $100,000.  Other  depreciation and amortization as a percentage of
revenues remained constant at 1.0% for the years ended June 30, 2001 and 2000.

Interest  expense was $20.4 million for the year ended June 30, 2001 as compared
to $17.5  million for the year ended June 30, 2000, an increase of $2.9 million,
or 16.6%. This increase was primarily attributable to the increase of borrowings
under  the  Company's  credit  facilities  to fund  acquisitions,  purchases  of
property and equipment related to existing stores,  recently acquired stores and
investments in technology.

                                       32
<PAGE>

Liquidity and Capital Resources

The Company's  principal  sources of cash are from operations,  borrowings under
its  credit  facilities  and  sales  of  Holdings'  common  stock.  The  Company
anticipates  its  principal  uses of cash will be to  provide  working  capital,
finance  capital   expenditures,   meet  debt  service   requirements,   finance
acquisitions, fund Company originated short-term consumer loans and finance loan
store  expansion.  For the years ended June 30, 2000, 2001 and 2002, the Company
had net cash provided by operating  activities of $16.8  million,  $16.4 million
and $14.5 million, respectively, for purchases of property and equipment related
to existing  stores,  recently  acquired  stores,  investments in technology and
acquisitions.   The   Company's   budgeted   capital   expenditures,   excluding
acquisitions,  are currently anticipated to aggregate approximately $6.8 million
during its fiscal year ending June 30, 2003,  for  remodeling  and relocation of
certain existing stores and for opening new stores.

The  Company  has  $109.2  million of 10-7/8%  senior  notes due 2006  ("Notes")
outstanding,  which are registered under the Securities Act of 1933, as amended.
The payment obligations under the Notes are jointly and severally guaranteed, on
a full and unconditional  basis, by each of the Company's existing  subsidiaries
(the "Guarantors"). There are no restrictions on the Company's and the guarantor
subsidiaries'  ability to obtain funds from their subsidiaries by dividend or by
loan.

Subject to restrictions under the Company's existing credit facility ("Revolving
Credit Facility") discussed below, the Notes are redeemable at the option of the
Company,  in whole or in part, at any time on or after November 15, 2001, at the
following  redemption prices (plus accrued and unpaid interest thereon,  if any,
to the date of redemption):  during the twelve-month  period beginning  November
2001 - 105.438%; 2002 - 103.625%; 2003 - 101.813%; and 2004 - 100.000%. Upon the
occurrence  of a change of  control,  as  defined,  each holder of Notes has the
right to require  the  Company to  repurchase  all or any part of such  holder's
Notes at 101% of the aggregate principal amount thereof, plus accrued interest.

On  May  31,  2002,  the  Company  negotiated  and  executed  an  amendment  and
restatement to the Company's  Revolving  Credit  Facility  reducing the facility
from $85 million to $80 million.  The  Company's  borrowing  capacity  under the
Revolving  Credit Facility is limited to the total commitment less the letter of
credit of $8 million,  which secures the United Kingdom overdraft  facility.  At
June 30, 2002 the Company's  borrowing  capacity was $72 million.  The Company's
restated  Revolving  Credit  Facility  also  contains   provisions  for  further
reductions  in the facility of $5 million  within the earlier of (i) 180 days of
the  effective  date of the  agreement  or (ii)  the  sale  of  certain  assets.
Additionally,  the restated Revolving Credit Facility contains provisions for an
additional  reduction in the facility of $5 million during the period April 1 to
December 14 of any calendar  year  following  the (i) earlier of 180 days of the
effective  date  of the  agreement  or (ii)  the  sale of  certain  assets.  The
borrowings  under the  Revolving  Credit  Facility  were $62.3 million and $68.6
million as of June 30, 2001 and 2002,  respectively.  Issuance costs  associated
with the  Revolving  Credit  Facility  paid  during  fiscal  2001 and 2002  were
$200,000 and $600,000, respectively.

At June 30, 2002 the Company's amended Revolving Credit Facility contained other
provisions  limiting the total outstanding  short-term loans made by the Company
to $15 million. At June 30, 2002 the Company had short-term loans outstanding in
excess of the maximum amount.  The Company's  lenders waived that requirement as
of June 30, 2002 and  increased the  allowable  short-term  loans to $19 million
through the earlier of (i) November 29, 2002 or (ii) the sale of certain assets.
If the sale of these certain assets is  consummated  prior to November 29, 2002,
the total outstanding short-term loans is limited to $12 million for 30 calendar
days upon which the limit is  lowered to $10  million  thereafter.  The  Company
believes  that  through the sale of loans and  management  of  originations  and
extensions,  it will reduce short-term loans outstanding to the required amounts
within  the  period  specified  and  will  remain  in  compliance  with its debt
covenants throughout fiscal 2003.

Amounts  outstanding under the Revolving Credit Facility bear interest at either
(i) the  higher of (a) the  federal  funds rate plus 0.50% per annum and (b) the
rate publicly announced by Wells Fargo, San Francisco, as its "prime rate," plus
2.25% at June 30, 2002,  (ii) the LIBOR Rate (as defined  therein) plus 3.50% at
June 30, 2002, or (iii) the one day  Eurodollar  Rate (as defined  therein) plus
3.50% at June 30, 2002, determined at the Company's option.  Amounts outstanding
under the  Revolving  Credit  Facility are secured by a first  priority  lien on
substantially  all  properties  and assets of the  Company  and its  current and
future  subsidiaries.  The  Company's  obligations  under the  Revolving  Credit
Facility  are   guaranteed  by  each  of  the  Company's   direct  and  indirect
subsidiaries.

                                       33
<PAGE>

Also,  the  Company has $20 million  aggregate  principal  amount of its 10 7/8%
Senior Subordinated Notes Due 2006 (the "Senior Subordinated Notes"), which were
used to (i) fund the Company's  repurchase  obligations  in connection  with its
Notes, and (ii) to finance acquisitions of the Company.

The Company has a Canadian dollar overdraft credit facility to fund peak working
capital  needs  for its  Canadian  operations.  The  overdraft  credit  facility
provides for a commitment of up to approximately $4.8 million, of which $200,000
and $4.8 million were  outstanding  as of June 30, 2001 and 2002,  respectively.
Amounts outstanding under the facility bear interest at a rate of Canadian prime
plus  0.50% and are  secured by the  pledge of a cash  collateral  account of an
equivalent  balance.  For the  Company's UK  operations,  the Company also has a
British  pound  overdraft  facility  which  provides for a  commitment  of up to
approximately  $7.7  million,  of  which  $5.3  million  and  $5.5  million  was
outstanding  as of June  30,  2001  and June  30,  2002,  respectively.  Amounts
outstanding  under the facility  bear  interest at a rate of the LIBOR Rate plus
1.25% and 1.00% at June 30, 2001 and 2002, respectively.  The overdraft facility
is secured by an $8.0 million  letter of credit issued by Wells Fargo Bank under
the revolving credit facility.

The Senior Notes,  Revolving Credit Facility and the Senior  Subordinated  Notes
contain certain financial and other restrictive  covenants,  which,  among other
things,  require the Company to achieve certain financial ratios,  limit capital
expenditures, restrict payment of dividends and require certain approvals in the
event the Company wants to increase the borrowings.

Contractual Obligations

The Company enters into contractual obligations in the normal course of business
as a source of funds for its asset growth and its asset/liability management, to
fund acquisitions, and to meet required capital needs. These obligations require
the Company to make cash  payments over time as detailed in the table below (for
further  information  regarding the Company's  contractual  obligations refer to
Footnotes 6 and 9 of the Consolidated Financial Statements, herein.):
<TABLE>

                                                                    Payments Due by Period
                                        -------------------------------------------------------------------------------
                                                         Less than                                            After
                                           Total           1 Year        1 - 3 Years       4 - 5 Years       5 Years
                                        ------------    -------------    -------------     -------------    -----------
<S>                                       <C>            <C>             <C>               <C>                <C>

Revolving credit facilities..........   $   78,936      $   10,336       $    68,600       $         -      $       -
Long-term debt
   10 7/8% Senior Notes due
    November 15, 2006................      109,190               -                 -           109,190              -
   10 7/8% Senior Subordinated
    Notes due December 31, 2006......       20,000               -                 -            20,000              -
Operating Leases.....................       51,397          14,492            20,999             7,800          8,106
Other................................           65              65                 -                 -              -
                                        ------------    -------------    -------------     -------------    -----------

Total contractual cash obligations...   $  259,588      $   24,893       $    89,599       $   136,990      $   8,106
                                        ============    =============    =============     =============    ===========
</TABLE>


The Company is highly  leveraged,  and  borrowings  under the  Revolving  Credit
Facility and the overdraft  facilities  will increase the Company's debt service
requirements.  Management  believes that,  based on current levels of operations
and anticipated  improvements in operating  results,  cash flows from operations
and borrowings  available  under the Revolving  Credit  Facility will enable the
Company to fund its  liquidity  and  capital  expenditure  requirements  for the
foreseeable future, including scheduled payments of interest on the Senior Notes
and payment of interest and principal on the Company's other  indebtedness.  The
Company's  belief  that  it will be able  to  fund  its  liquidity  and  capital
expenditure requirements for the foreseeable future is based upon the historical
growth rate of the Company,  the anticipated  benefits it expects from operating
efficiencies and sales of certain assets.  Additional revenue growth is expected
to be generated  by increased  check  cashing  revenues,  growth in the consumer
lending loan business,  the maturity of recently opened stores and the continued
expansion  of new  stores.  The  Company  also  expects  operating  expenses  to
increase,  although the rate of increase is expected to be less than the rate of
revenue  growth.  Furthermore,  the  Company  does not believe  that  additional
acquisitions  or expansion are necessary in order for it to be able to cover its
fixed expenses, including debt service. There can be no assurance, however, that





                                       34
<PAGE>

the Company's  business will generate  sufficient  cash flow from  operations or
that future borrowings will be available under the new revolving credit facility
in an amount  sufficient  to enable the  Company to  service  its  indebtedness,
including the Senior Notes, or to make anticipated capital expenditures.  It may
be necessary for the Company to refinance  all or a portion of its  indebtedness
on or prior to  maturity,  under  certain  circumstances,  but  there  can be no
assurance  that  the  Company  will  be  able  to  effect  such  refinancing  on
commercially reasonable terms or at all.

Income Taxes

The  Company's  effective  tax rates for fiscal 2000,  2001 and 2002 were 69.0%,
65.8% and 62.8%,  respectively.  The  effective  rate  differs  from the federal
statutory rate of 35% due to state taxes,  foreign taxes and for fiscal 2000 and
2001 nondeductible  goodwill  amortization which resulted from the June 30, 1994
acquisition of the Company and several subsequent acquisitions.

Seasonality and Quarterly Fluctuations

The  Company's  business  is seasonal  due to the impact of several  tax-related
services,  including  cashing tax refund checks.  Historically,  the Company has
generally  experienced its highest revenues and earnings during its third fiscal
quarter ending March 31, when revenues from these tax-related services peak. Due
to the  seasonality  of the Company's  business,  results of operations  for any
fiscal quarter are not necessarily  indicative of the results of operations that
may be achieved for the full fiscal  year.  In  addition,  quarterly  results of
operations  depend  significantly  upon the timing and  amount of  revenues  and
expenses associated with the addition of new stores.

Impact of Inflation

The Company  believes that the results of its  operations are not dependent upon
the levels of inflation.

Pending Accounting Pronouncements

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" ("SFAS 144").
This statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to be  Disposed  Of" and the  accounting  and
reporting  provisions of Accounting  Principles Board Opinion No. 30, "Reporting
the Results of  Operations - Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions."  SFAS 144 will be effective for the Company on July 1, 2002,  and
management is currently reviewing and evaluating the effects this statement will
have, if any, on the Company's financial position and results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB No. 4, 44, and
64,  Amendment  of FASB  Statement  No.  13 and  Technical  Corrections,"  which
updates, clarifies and simplifies existing accounting  pronouncements.  In part,
this   statement   rescinds   SFAS  No.  4  "Reporting   Gains  and  Losses  for
Extinguishment  of  Debt.  SFAS No.  145  will be  effective  for  fiscal  years
beginning  after May 15, 2002.  The effect of this  statement  on the  Company's
financial  statements would be the  reclassification  of  extraordinary  loss on
early extinguishment of debt to continuing  operations;  however, this will have
no effect on the Company's net income.  The Company will adopt this provision as
of July 1, 2003.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  SFAS 146  requires  companies  to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of costs
covered by the standard  include lease  termination  costs and certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation,  plant  closing or other exit or disposal  activity.  SFAS No. 146 is
effective  prospectively  for  exit  and  disposal  activities  initiated  after
December 31, 2002, with earlier adoption  encouraged.  As the provisions of SFAS
No.  146 are  required  to be applied  prospectively  after the  adoption  date,
management  cannot determine the potential effects that adoption of SFAS No. 146
will have on the Company's consolidated financial statements.



                                       35
<PAGE>





Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Generally

In the  operations of its  subsidiaries  and the  reporting of its  consolidated
financial  results,  the Company is  affected  by changes in interest  rates and
currency  exchange  rates.  The  principal  risks of loss  arising  from adverse
changes in market rates and prices to which the Company and its subsidiaries are
exposed relate to:
        o interest rates on debt
        o foreign exchange rates generating translation gains and losses.

The  Company and its  subsidiaries  have no market  risk  sensitive  instruments
entered  into for  "trading  purposes,"  as such term is  defined  by  generally
accepted  accounting  principles.  Information  contained herein relates only to
instruments entered into for purposes other than trading.

Interest Rates

The  Company's  outstanding  indebtedness,  and related  interest  rate risk, is
managed centrally by the office of the Chief Financial Officer of the Company by
implementing  the  financing  strategies  approved  by the  Company's  Board  of
Directors.  The Company's  debt  consists of fixed-rate  senior notes and senior
subordinated notes. The Company's revolving credit facility and overdraft credit
facilities carry a variable rate of interest. Precautions have been taken should
variable rates of interest fluctuate. An interest rate cap with a notional value
of $20 million has been  purchased to protect the Company  against  increases in
interest  rates.  As  most of the  Company's  average  outstanding  indebtedness
carries a fixed rate of interest,  a change in interest rates is not expected to
have a  material  impact on the  consolidated  financial  position,  results  of
operations or cash flows of the Company.

Foreign Exchange Rates

Operations  in the UK and Canada have  exposed the Company to shifts in currency
valuations and precautions  have been taken should exchange rates shift. For the
UK and Canada  subsidiaries,  put options  with a notional  value of 8.0 million
British Pounds and 36.0 million Canadian Dollars,  respectively,  were purchased
to protect  quarterly  earnings in the UK and Canada  against  foreign  exchange
fluctuations.  Each contract had a strike price of initially 5% out of the money
at the date of acquisition,  and each contract  expired at June 28, 2002. Out of
the money put options were purchased for the following  reasons:  (1) lower cost
than  completely  averting  risk and (2)  maximum  downside  is  limited  to the
difference  between strike price and exchange rate at date of purchase and price
of the contracts. The Company has evaluated the effectiveness and suitability of
the strategy and has temporarily suspended purchasing additional contracts.

The Canadian and the UK operations  constitute  approximately  108.8% and 31.4%,
respectively of the Company's fiscal year 2002 consolidated pre-tax earnings. As
currency  exchange  rates change,  translation  of the financial  results of the
Canadian  and United  Kingdom  operations  into U.S.  dollars  will be impacted.
Changes in exchange  rates have resulted in cumulative  translation  adjustments
decreasing the Company's net assets by $4.3 million.

The  Company  estimated  that a 10% change in foreign  exchange  rates by itself
would  impact  reported   pre-tax   earnings  from   continuing   operations  by
approximately  $2.3  million and $1.4  million for the years ended June 30, 2002
and 2001,  respectively.  Such impact  represents  nearly  14.0% and 7.1% of the
Company's  consolidated  pre-tax  earnings  for  fiscal  years  2002  and  2001,
respectively.





                                       36
<PAGE>



Item 8. FINANCIAL STATEMENTS

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Dollar Financial
Group,  Inc.  as of  June  30,  2002  and  2001,  and the  related  consolidated
statements of operations,  shareholder's  equity, and cash flows for each of the
three years in the period  ended June 30,  2002.  Our audits also  included  the
financial statement schedule listed in the Index at Item 14 (a). These financial
statements and schedule are the responsibility of the Company's management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Dollar Financial
Group,  Inc.  at June 30,  2002 and 2001,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
June 30, 2002, in conformity with accounting  principles  generally  accepted in
the United  States.  Also,  in our  opinion,  the  related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.



                                                     /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
September 30, 2002




                                       37
<PAGE>


<TABLE>

                          DOLLAR FINANCIAL GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)


                                                                                        June 30,
                                                                        ------------------------------------------
                                                                               2001                     2002
                                                                        ------------------------------------------
<S>                                                                         <C>                      <C>
Assets
Cash and cash equivalents..............................................     $         72,452         $     86,633
Loans and other receivables, net.......................................               23,770               20,542
Prepaid expenses.......................................................                6,517                6,745
Notes receivable--officers..............................................               2,756                2,756
Due from parent........................................................                2,596                3,606
Property and equipment, net of accumulated
    depreciation of $21,666 and $30,119 ...............................               29,140               30,510
Goodwill and other intangibles, net of accumulated
    amortization of $23,863 and $21,070................................              129,555              132,264
Debt issuance costs, net of accumulated
    amortization of $4,642 and $6,153..................................                7,232                6,292
Other..................................................................                2,154                1,964
                                                                              ------------------------------------
                                                                            $        276,172         $    291,312
                                                                              ====================================

Liabilities and shareholder's equity
Accounts payable.......................................................     $         18,325         $     18,249
Income taxes payable...................................................                6,782                1,831
Accrued expenses.......................................................                8,804                7,932
Accrued interest payable...............................................                1,573                1,539
Deferred tax liability.................................................                  928                   55
Revolving credit facilities............................................               67,824               78,936
10-7/8% Senior Notes due 2006..........................................              109,190              109,190
Subordinated notes payable and other...................................               20,122               20,065
Shareholder's equity:
    Common stock, $1 par value: 20,000 shares authorized;
       100 shares issued and outstanding at June 30, 2001
       and 2002........................................................                    -                    -
    Additional paid-in capital.........................................               50,957               50,957
    Retained earnings..................................................                  866                6,903
    Accumulated other comprehensive loss...............................               (9,199)              (4,345)
                                                                              ------------------------------------
Total shareholder's equity.............................................               42,624               53,515
                                                                              ------------------------------------
                                                                            $        276,172         $    291,312
                                                                              ====================================
</TABLE>

                             See accompanying notes.



                                       38
<PAGE>

<TABLE>


                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                                              Year ended June 30,
                                                                 -----------------------------------------------
                                                                      2000           2001            2002
                                                                 -----------------------------------------------

<S>                                                                  <C>         <C>            <C>             <C>
Revenues.....................................................    $      165,753 $      195,499 $        201,976

Store and regional expenses:
    Salaries and benefits....................................            47,058         57,453           65,295
    Occupancy................................................            12,800         16,881           18,087
    Depreciation.............................................             4,683          5,829            6,522
    Other....................................................            36,503         45,321           46,238
                                                                 -----------------------------------------------
Total store and regional expenses............................           101,044        125,484          136,142

Establishment of reserves for new consumer lending
     arrangements............................................                 -              -            2,244
Corporate expenses...........................................            20,864         22,500           24,516
Loss on store closings and sales.............................               249            926            1,154
Goodwill amortization........................................             5,564          4,710                -
Other depreciation and amortization..........................             1,620          1,952            2,709
Interest expense, net of interest income of $374,
    $470 and $254............................................            17,491         20,361           18,694
Other non-recurring items....................................             1,478              -              281
                                                                 -----------------------------------------------
Income before income taxes...................................            17,443         19,566           16,236
Income tax provision.........................................            12,043         12,876           10,199
                                                                 -----------------------------------------------

Net income...................................................    $        5,400 $        6,690 $          6,037
                                                                 ===============================================
</TABLE>


                             See accompanying notes.

                                       39
<PAGE>




<TABLE>

                          DOLLAR FINANCIAL GROUP, INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                        (In thousands, except share data)



                                                                    (Accumulated    Accumulated
                                    Common Stock        Additional     Deficit)         Other           Total
                                ----------------------  Paid-in       Retained     Comprehensive   Shareholder's
                                  Shares     Amount     Capital       Earnings          Loss           Equity
                                ----------------------------------------------------------------------------------
<S>                                 <C>    <C>          <C>           <C>              <C>             <C>
Balance, June 30, 1999........       100   $        -  $    50,824  $    (11,224)  $       (3,266)   $     36,334
Comprehensive income
     Translation adjustment
         for the year ended
         June 30, 2000........                                                             (2,272)         (2,272)
     Net income for the
year ended June 30, 2000......                                             5,400                            5,400
                                                                                                   ---------------
Total comprehensive income....                                                                              3,128
     Noncash compensation.....                                 133                                            133
                                ----------------------------------------------------------------------------------
Balance, June 30, 2000........       100            -       50,957        (5,824)          (5,538)         39,595
                                ----------------------------------------------------------------------------------
Comprehensive income..........
     Translation adjustment
         for the year ended
         June 30, 2001........                                                             (3,661)         (3,661)
     Net income for the
year ended June 30, 2001......                                             6,690                            6,690
                                                                                                   ---------------
Total comprehensive income....                                                                              3,029
                                ----------------------------------------------------------------------------------
Balance, June 30, 2001........       100            -       50,957           866           (9,199)         42,624
                                ----------------------------------------------------------------------------------
   Comprehensive income.......
     Translation adjustment
         for the year ended
         June 30, 2002........                                                              4,854           4,854
     Net income for the
year ended June 30, 2002......                                             6,037                            6,037
                                                                                                   ---------------
Total comprehensive income....                                                                             10,891
                                ----------------------------------------------------------------------------------
Balance, June 30, 2002........       100   $        -  $   50,957   $      6,903   $       (4,345)   $     53,515
                                ==================================================================================
</TABLE>

                             See accompanying notes.



                                       40
<PAGE>


<TABLE>

                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                       Year ended June 30,
                                                                            ------------------------------------------
                                                                                2000         2001          2002
                                                                            ------------------------------------------
<S>                                                                          <C>         <C>          <C>
Cash flows from operating activities:
Net income...............................................................   $    5,400   $    6,690  $     6,037
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization.....................................       13,120       13,948       10,740
       Loss on store closings and sales..................................          249          926        1,154
       Establishment of reserves for new consumer lending arrangements...            -            -        2,244
       Noncash recapitalization costs....................................          133            -            -
       Deferred tax (benefit) provision..................................         (837)       1,687         (873)
       Change in assets and liabilities (net of effect of acquisitions):
          (Increase) decrease in loans and other receivables.............         (417)     (10,665)       1,587
          (Increase) decrease in prepaid expenses and other..............       (2,760)        (338)         260
          Increase (decrease) in accounts payable, income taxes payable,
             accrued expenses and accrued interest payable...............        1,904        4,194       (6,696)
                                                                            ------------------------------------------
Net cash provided by operating activities................................       16,792       16,442       14,453

Cash flows from investing activities:
Acquisitions, net of cash acquired.......................................      (30,586)     (20,346)         (45)
Gross proceeds from sales of property and equipment......................            -          110            -
Additions to property and equipment......................................      (13,940)     (12,129)     (10,063)
                                                                            ------------------------------------------
Net cash used in investing activities....................................      (44,526)     (32,365)     (10,108)

Cash flows from financing activities:
Other debt payments......................................................       (1,020)        (284)         (64)
Repayment of advance from money transfer agent...........................       (1,000)      (1,000)           -
Net increase in revolving credit facilities..............................       37,416       18,246       11,112
Proceeds from long-term debt.............................................        1,893            -            -
Payments of debt issuance costs..........................................         (463)        (244)        (571)
Advances to officers.....................................................          (64)           -            -
Net increase in due from parent..........................................       (1,456)      (1,116)      (1,068)
                                                                            ------------------------------------------
Net cash provided by financing activities................................       35,306       15,602        9,409
Effect of exchange rate changes on cash and cash equivalents.............          (66)        (515)         427
                                                                            ------------------------------------------
Net increase (decrease) in cash and cash equivalents.....................        7,506         (836)      14,181
Cash and cash equivalents at beginning of year...........................       65,782       73,288       72,452
                                                                            ------------------------------------------
Cash and cash equivalents at end of year.................................   $   73,288   $   72,452  $    86,633
                                                                            ==========================================

Supplemental disclosures of cash flow information
Interest paid............................................................   $   18,031   $   19,410  $    17,472
Income taxes paid........................................................   $   12,957   $    4,800  $    16,035

Supplemental schedule of noncash investing and financial activities:
Noncash recapitalization costs...........................................   $      133   $        -  $         -
</TABLE>

                             See accompanying notes.



                                       41
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2002

1. Organization and Business

The accompanying consolidated financial statements are those of Dollar Financial
Group, Inc. (the "Company") and its wholly-owned subsidiaries.  The Company is a
wholly-owned  subsidiary of DFG Holdings,  Inc. ("Holdings").  The activities of
Holdings  consist  primarily of its  investment in the Company.  Holdings has no
employees or operating activities.

The Company, through its subsidiaries, provides retail financial services to the
general  public  through  a  network  of  1,018  locations  (of  which  641  are
Company-owned)  operating as Money  Mart(R),  The Money Shop and Loan Mart(R) in
seventeen states, the District of Columbia,  Canada and the United Kingdom.  The
services  provided at the Company's  retail  locations  include  check  cashing,
short-term  consumer loans,  sale of money orders,  money transfer  services and
various other related  services.  Also, the Company's  subsidiary  Money Mart(R)
Express   (formerly  known  as   moneymart.com(TM)),   services  and  originates
short-term  consumer loans through 656 independent  document  transmitters in 17
states.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts  reported in the consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.

Revenue recognition

Revenue  generally  is  recognized  when  services  for the  customer  have been
provided  which, in the case of check cashing and other retail  products,  is at
the  point of sale.  For the Cash `Til  Payday(R)  unsecured  short-term  loans,
origination and servicing fees are recognized  ratably over the life of the loan
offset by net writeoffs.

Property and Equipment

Property  and  equipment  are  carried  at cost less  accumulated  depreciation.
Depreciation  is computed  using either the  straight-line  or double  declining
balance  method over the estimated  useful lives of the assets,  which vary from
three to fifteen years.

Cash and Cash Equivalents

Cash includes cash in stores and demand  deposits with  financial  institutions.
Cash  equivalents  are defined as  short-term,  highly liquid  investments  both
readily  convertible to known amounts of cash and so near maturity that there is
insignificant risk of changes in value because of changes in interest rates.



                                       42
<PAGE>





                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Intangible Assets
The  Company  adopted  SFAS No.  142,  "Goodwill  and Other  Intangible  Assets"
effective July 1, 2001 and as a result has not amortized goodwill for the twelve
month period ended June 30, 2002.  SFAS 142 changes the  accounting  for certain
intangibles,   including   goodwill,   from  an   amortization   method   to  an
impairment-only  approach.  Under the provisions of SFAS 142, intangible assets,
including  goodwill,  that are not  subject to  amortization  will be tested for
impairment  annually,  or more frequently if events or changes in  circumstances
indicate  that  the  asset  might  be  impaired,  using  a  two-step  impairment
assessment.  The first step of the goodwill  impairment  test,  used to identify
potential  impairment,  compares  the fair  value of a  reporting  unit with its
carrying  amount,  including  goodwill.  If the fair value of a  reporting  unit
exceeds its carrying  amount,  goodwill of the reporting  unit is considered not
impaired,  and the second step of the impairment  test is not necessary.  If the
carrying  amount of a reporting unit exceeds its fair value,  the second step of
the goodwill  impairment  test is performed to measure the amount of  impairment
loss if any (see Note 8). The Company has  completed the  transitional  goodwill
impairment test and the annual  impairment test and determined that a charge was
not required.

Debt Issuance Costs

Debt  issuance  costs are  amortized  using the  straight-line  method  over the
remaining term of the related debt (see Note 6).

Store and Regional Expenses

The direct costs incurred in operating the Company's stores have been classified
as store  expenses.  Store expenses  include  salaries and benefits of store and
regional employees, rent and other occupancy costs, depreciation of property and
equipment,  bank charges,  armored  security costs,  net returned  checks,  cash
shortages,  cost of goods sold and other costs incurred by the stores.  Excluded
from store operations are the corporate  expenses of the Company,  which include
salaries  and  benefits of  corporate  employees,  professional  fees and travel
costs.

Loss Reserves

The Company  acts as a servicer  for County Bank of  Rehoboth  Beach,  Delaware,
marketing unsecured short-term loans to customers with established bank accounts
and verifiable employment.  Loans are made for amounts up to $500, with terms of
7 to 23 days.  Under this program,  the Company earns  servicing  fees which are
subject  to  reduction  if the  related  loans are not  collected.  The  Company
maintains a reserve for these  estimated  reductions.  In addition,  the Company
maintains a reserve for anticipated losses for loans it originates.  In order to
estimate  the  appropriate  level of these  reserves,  the Company  analyzes the
amount  of  outstanding  loans  serviced  and  originated  by the  Company,  the
historical loans charged-off,  current collection  patterns and current economic
trends. As these conditions change,  additional  allowances might be required in
future periods.


Returned Checks

The Company charges  operations for losses on returned checks in the period such
checks are  returned,  since  ultimate  collection  of these items is uncertain.
Recoveries  on returned  checks are  credited in the period when the recovery is
received. The net expense for bad checks included in other store expenses in the
accompanying  consolidated  statements of operations was $5,769,000,  $8,186,000
and $7,063,000 for the years ended June 30, 2000, 2001 and 2002, respectively.


                                       43
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Significant Accounting Policies (continued)

Income Taxes

The Company uses the liability method to account for income taxes.  Accordingly,
deferred  income  taxes have been  determined  by applying  current tax rates to
temporary  differences  between the amount of assets and liabilities  determined
for income tax and financial reporting purposes.

The Company and its subsidiaries  file a consolidated  federal income tax return
with  Holdings but  calculate  its tax  provision as if it were on a stand-alone
basis.

Deferred Acquisition Costs

The  Company   defers   certain  costs   incurred   associated   with  potential
acquisitions. In the event that the acquisition is not consummated,  these costs
are expensed directly.  Deferred  acquisition costs charged to expense were $1.4
million,  $0 and $0.3 million for the years ended June 30, 2000,  2001 and 2002,
respectively and are included under the caption other non-recurring items on the
Statements of Operations.  The costs associated with completed  acquisitions are
capitalized as part of the purchase price.

Employees' Retirement Plan

Retirement  benefits are provided to substantially  all full-time  employees who
have completed 1,000 hours of service through a defined contribution  retirement
plan. The Company will match 50% of each  employee's  contribution,  up to 8% of
the employee's  compensation.  In addition, a discretionary  contribution may be
made if the Company meets its financial objectives.  The amount of contributions
charged to expense was $420,000,  $545,000 and $614,000 for the years ended June
30, 2000, 2001 and 2002, respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs charged to
expense were $4,842,000,  $6,061,000 and $5,844,000 for the years ended June 30,
2000, 2001 and 2002, respectively.

Fair Value of Financial Instruments

The carrying values of the revolving credit facilities  approximate fair values,
as these  obligations  carry a  variable  interest  rate.  The fair value of the
Company's  Senior Notes is based on quoted  market  prices and the fair value of
the Senior  Subordinated  Notes is based on the value of the  Senior  Notes (see
Note 6). The  Company's  other  financial  instruments  consist of cash and cash
equivalents, loan and other receivables and notes receivable.  Because these are
short term in nature, their fair value approximates their carrying value.

Foreign Currency Translation and Transactions

The Company operates check cashing and financial  services outlets in Canada and
the United Kingdom.  The financial  statements of these foreign  businesses have
been  translated  into U.S.  dollars in accordance  with  accounting  principles
generally  accepted  in the  United  States.  All  balance  sheet  accounts  are
translated  at  the  current  exchange  rate  and  income  statement  items  are
translated at the average  exchange rate for the period;  resulting  translation
adjustments are made directly to a separate  component of shareholder's  equity.
Gains or losses  resulting from foreign  currency  transactions  are included in
results of operations.



                                       44
<PAGE>




                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Franchise Fees and Royalties

The  Company   recognizes   initial  franchise  fees  upon  fulfillment  of  all
significant  obligations  to the  franchisee.  Royalties  from  franchisees  are
accrued as earned. The standard franchise agreements grant to the franchisee the
right to  develop  and  operate  a store  and use the  associated  trade  names,
trademarks, and service marks within the standards and guidelines established by
the Company. Initial franchise fees included in revenues were $195,000, $216,000
and $59,000 for the years ended June 30, 2000, 2001 and 2002, respectively.

Pending Accounting Pronouncements

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" ("SFAS 144").
This statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to be  Disposed  Of" and the  accounting  and
reporting  provisions of Accounting  Principles Board Opinion No. 30, "Reporting
the Results of  Operations - Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions."  SFAS 144 became  effective for the Company on July 1, 2002,  and
management is currently reviewing and evaluating the effects this statement will
have, if any, on the Company's financial position and results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB No. 4, 44, and
64, Amendment of FASB Statement No. 13 and Technical Corrections" which updates,
clarifies and  simplifies  existing  accounting  pronouncements.  In part,  this
statement  rescinds SFAS No. 4 "Reporting Gains and Losses for Extinguishment of
Debt.  SFAS No. 145 will be effective for fiscal years  beginning  after May 15,
2002. The effect of this statement on the Company's  financial  statements would
be the reclassification of extraordinary loss on early extinguishment of debt to
continuing  operations;  however,  this will have no effect on the Company's net
income. The Company will adopt this provision as of July 1, 2003.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  SFAS 146  requires  companies  to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of costs
covered by the standard  include lease  termination  costs and certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation,  plant  closing or other exit or disposal  activity.  SFAS No. 146 is
effective  prospectively  for  exit  and  disposal  activities  initiated  after
December 31, 2002, with earlier adoption  encouraged.  As the provisions of SFAS
No.  146 are  required  to be applied  prospectively  after the  adoption  date,
management  cannot determine the potential effects that adoption of SFAS No. 146
will have on the Company's consolidated financial statements.

3. DFG Holdings, Inc.

As discussed in Note 1, the Company is a  wholly-owned  subsidiary  of Holdings.
The  activities of Holdings  consist  primarily of its investment in the Company
and the  issuance of $120.6  million  aggregate  principal  amount of 13% Senior
Discount Notes.

Common Stock

Holdings has 100,000 shares  authorized;  of which 19,864.93  shares were issued
and outstanding (106.71 are held in treasury) at June 30, 2002.


                                       45
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. DFG Holdings, Inc. (continued)

Dividends

Under the terms of the Company's  Revolving Credit Facility discussed in Note 6,
the Company is  permitted  to declare,  pay, or make cash  dividends to Holdings
under certain  circumstances.  The Revolving Credit Facility permits the Company
to remit cash to Holdings for the payment of certain of Holdings'  expenses.  At
June 30, 2001 and 2002  Holdings owed the Company $2.6 million and $3.6 million,
respectively for such advances.

Stock Options

Holdings  Stock  Incentive  Plan (the  "Plan")  states that  1,413.32  shares of
Holdings'  common  stock may be  awarded  to  employees  or  consultants  of the
Company.  The awards, at the discretion of Holdings' Board of Directors,  may be
issued  as  nonqualified  stock  options  or  incentive  stock  options.   Stock
appreciation  rights ("SAR") may also be granted in tandem with the nonqualified
stock options or the incentive  stock options.  Exercise of the SARs cancels the
option for an equal  number of shares and  exercise  of the  nonqualified  stock
options or  incentive  stock  options  cancels  the SARs for an equal  number of
shares.  The  number  of  shares  issued  under  the Plan  shall be  subject  to
adjustment as specified in the Plan provisions.  No options may be granted after
February 15, 2009.  No options were granted under the Plan during the year ended
June 30,  2000.  During the year ended June 30,  2001,  218  nonqualified  stock
options  were  granted  under  the  plan at an  exercise  price of  $7,250,  the
estimated fair market value of the common stock on the date of grant. Forty-five
options with an exercise  price of $3,225 were  forfeited  during the year ended
June 30, 2001.  No options  were  granted  during the fiscal year ended June 30,
2002.  The  options are  exercisable  in 20%  increments  annually on the first,
second, third, fourth and fifth anniversary of the grant date and have a term of
ten years from the date of issuance.  At June 30, 2002 there were 1,082  options
outstanding, of which 628.03 were exercisable.

Holdings  has  elected to follow  Accounting  Principles  Board  Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related  interpretations
in accounting for its employee stock options because the alternative  fair value
accounting   provided  for  under  FASB  Statement  No.  123,   "Accounting  for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing  employee stock options.  Under APB 25, because the
exercise  price of the Company's  employee  stock  options  equals the estimated
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recognized.

Pro forma information regarding net income and earnings per share is required by
Statement  No.  123,  however,  the  effect of  applying  Statement  No.  123 to
Holdings'  stock-based  awards  results  in net  income  that is not  materially
different from amounts reported.

4. Acquisitions

The acquired entities described below ("Acquisitions") were accounted for by the
purchase  method of  accounting.  The  results  of  operations  of the  acquired
companies are included in the Company's statements of operations for the periods
in which  they were  owned by the  Company.  The total  purchase  price for each
acquisition has been allocated to assets acquired and liabilities  assumed based
on estimated fair values.

On July 7, 1999, the Company  purchased all of the outstanding  shares of Cash A
Cheque Holdings Great Britain Limited  ("CAC"),  which operated 44 company owned
stores in the United Kingdom.  The initial  purchase price for this  acquisition
was approximately $12.5 million and was funded through excess internal cash, the
Company's  revolving  credit  facility and $1.9 million of the Company's  Senior
Subordinated  Notes.  The  excess of the  purchase  price over the fair value of
identifiable net assets acquired was $8.2 million.  Additional  consideration of
$9.7  million  was  paid in  fiscal  2001  based  upon a  profit-based  earn-out
agreement.


                                       46
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. Acquisitions (continued)

On November  18,  1999,  the Company  purchased  all the  outstanding  shares of
Cheques R Us, Inc.  ("CRU") and Courtenay Money Mart Ltd.  ("Courtenay"),  which
operated six stores in British Columbia.  The aggregate  purchase price for this
acquisition  was $1.2 million and was funded through  excess  internal cash. The
excess of the  purchase  price  over the fair value of  identifiable  net assets
acquired was $1.1 million.

On December 15, 1999,  the Company  purchased all of the  outstanding  shares of
Cash Centres Limited  ("CCL"),  which operated five company owned stores and 238
franchises  in the  United  Kingdom.  The  aggregate  purchase  price  for  this
acquisition  was $8.4  million and was funded  through the  Company's  revolving
credit  facility.  The  excess  of the  purchase  price  over the fair  value of
identifiable net assets acquired was $7.7 million.  Additional  consideration of
$2.7  million  was  subsequently  paid  based  under  a  profit-based   earn-out
agreement.

On February 10, 2000, the Company  purchased  substantially all of the assets of
CheckStop,  Inc.  ("CheckStop"),  which was a short-term loan business operating
through  150  independent  document  transmitters  in 17 states.  The  aggregate
purchase price for this  acquisition was $2.6 million and was funded through the
Company's  revolving credit facility.  The excess of the purchase price over the
fair value of  identifiable  net assets  acquired was $2.4  million.  Additional
consideration of $250,000 was  subsequently  paid based upon a future results of
operations earn-out agreement.

On August 1, 2000, the Company  purchased all of the outstanding  shares of West
Coast  Chequing  Centres,  LTD  ("WCCC")  which  operated  six stores in British
Columbia. The aggregate purchase price for this acquisition was $1.5 million and
was funded through  excess  internal cash. The excess of the purchase price over
the fair value of identifiable net assets acquired was $1.4 million.

On August 7, 2000, the Company purchased substantially all of the assets of Fast
`n Friendly  Check Cashing  ("F&F"),  which  operated 8 stores in Maryland.  The
aggregate  purchase  price for this  acquisition  was  $700,000  and was  funded
through the  Company's  revolving  credit  facility.  The excess of the purchase
price  over  fair  value of  identifiable  net  assets  acquired  was  $660,000.
Additional  consideration of $150,000 was  subsequently  paid based on a revenue
based earn-out agreement.

On August 28, 2000,  the Company  purchased  substantially  all of the assets of
Ram-Dur  Enterprises,  Inc.  d/b/a  AAA Check  Cashing  Centers  ("AAA"),  which
operated five stores in Tucson,  Arizona.  The aggregate purchase price for this
acquisition  was $1.3  million and was funded  through the  Company's  revolving
credit  facility.  The excess purchase price over fair value of identifiable net
assets acquired was $1.2 million.

On December 5, 2000,  the Company  purchased  all of the  outstanding  shares of
Fastcash Ltd. ("FCL"),  which operated 13 company owned stores and 27 franchises
in the United  Kingdom.  The aggregate  purchase price for this  acquisition was
$3.1 million and was funded through the Company's revolving credit facility. The
excess of the  purchase  price  over the fair value of the  identifiable  assets
acquired was $2.7  million.  The  agreement  also  includes a maximum  potential
contingent   payment  to  the  sellers  of  $2.8  million  based  on  levels  of
profitability.




                                       47
<PAGE>









The following  unaudited pro forma  information for the year ended 2001 presents
the results of operations as if the  Acquisitions  had occurred on July 1, 2000.
The pro forma  operating  results  include the results of  operations  for these
acquisitions  for  the  indicated   periods  and  reflect  the  amortization  of
intangible  assets arising from the acquisitions and increased  interest expense
on  acquisition  debt.  Pro forma  results  of  operations  are not  necessarily
indicative  of the  results  of  operations  that would  have  occurred  had the
purchase  been  made on the date  above or the  results  which  may occur in the
future.

                                                Year ended June 30,
                                                   (Unaudited)
                                             --------------------------
                                                       2001
                                             --------------------------
                                                (dollars in thousands)
Total revenue.............................           $ 197,084
Net income................................           $   6,874

During  fiscal  year 2000,  the Company was in  negotiations  to acquire  Direct
General Corporation. Upon receipt of Direct General's June 30, 2000 results, the
planned  acquisition was terminated.  As a result, the Company incurred a charge
of $1.4 million for previously deferred costs associated with the acquisition.

5. Property and Equipment

Property and equipment at June 30, 2001 and 2002 consist of (in thousands):
<TABLE>

                                                        June 30,
                                             --------------------------------
                                                  2001            2002
                                             --------------------------------
<S>                                          <C>             <C>
Land and buildings.......................    $           135 $           146
Leasehold improvements...................             14,953          17,874
Equipment and furniture..................             35,718          42,609
                                             --------------------------------
                                                      50,806          60,629
Less accumulated depreciation............             21,666          30,119
                                             --------------------------------
Total property and equipment.............    $        29,140 $        30,510
                                             ================================
</TABLE>

Depreciation  expense amounted to $5,898,000,  $7,497,000 and $8,835,000 for the
years ended June 30, 2000, 2001 and 2002, respectively.



                                       48
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6. Debt

The  Company  has debt  obligations  at June 30,  2001 and 2002 as  follows  (in
thousands):
<TABLE>

                                                                           June 30,
                                                                  ---------------------------
                                                                      2001         2002
                                                                  ---------------------------
<S>                                                                 <C>           <C>
Revolving credit facility;  interest at one-day  Eurodollar,  as
   defined,  plus  2.75%  and  3.50% at June 30,  2001 and 2002,
   respectively  (6.56%  and  5.31% at June 30,  2001 and  2002,
   respectively)  of  the  outstanding  daily  balances  payable
   monthly;  principal  due in full on June 30,  2004;  weighted
   average  interest rate of 8.55% and 5.14% for the years ended
   June 30, 2001 and 2002,  respectively........................    $     62,300 $    68,600
Canadian overdraft credit facility;  interest at Canadian prime,
   as defined,  plus 0.50% (6.25% and 4.25% at June 30, 2001 and
   2002, respectively) of the outstanding daily balances payable
   monthly;  weighted  average  interest rate of 7.18% and 4.56%
   for the years ended June 30, 2001 and 2002,  respectively....             249       4,791
United Kingdom overdraft  facility;  interest at the LIBOR Rate,
   as  defined,  plus 1.25% and 1.00% at June 30, 2001 and 2002,
   respectively  (7.25%  and  5.00% at June 30,  2001 and  2002,
   respectively)  of  the  outstanding  daily  balances  payable
   quarterly;  weighted average interest rate of 6.82% and 5.32%
   for the years ended June 30, 2001 and 2002,  respectively....           5,275       5,545
10-7/8% Senior Notes due November  15,  2006;  interest  payable
   semiannually  on May 15 and November 15,  commencing  May 15,
   1997........................................................          109,190     109,190
10-7/8%  Senior   Subordinated  Notes  due  December  31,  2006;
   interest  payable  semiannually  on June 30 and  December 30,
   commencing  June 30,  1999...................................          20,000      20,000
 Other..........................................................             122          65
                                                                 ----------------------------
                                                                    $    197,136 $   208,191
                                                                 ============================
</TABLE>



                               49
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6. Debt (continued)

The Company has $109.2  million of 10-7/8%  senior notes due 2006 (the "Notes"),
which are registered  under the Securities Act of 1933, as amended.  The payment
obligations under the Notes are jointly and severally guaranteed,  on a full and
unconditional  basis,  by  each  of the  Company's  existing  subsidiaries  (the
"Guarantors").  There are no  restrictions  on the  Company's  and the guarantor
subsidiaries'  ability to obtain funds from their subsidiaries by dividend or by
loan. Separate financial  statements of each guarantor  subsidiary have not been
presented  because  management has determined that they would not be material to
investors.

Subject to restrictions under the Company's existing credit facility ("Revolving
Credit Facility") discussed below, the Notes are redeemable at the option of the
Company,  in whole or in part, at any time on or after November 15, 2001, at the
following  redemption prices (plus accrued and unpaid interest thereon,  if any,
to the date of redemption):  during the twelve-month  period beginning  November
2001 - 105.438%; 2002 - 103.625%; 2003 - 101.813%; and 2004 - 100.000%. Upon the
occurrence  of a change of  control,  as  defined,  each holder of Notes has the
right to require  the  Company to  repurchase  all or any part of such  holder's
Notes at an offer price in cash equal to 101% of the aggregate  principal amount
thereof,  plus  accrued  and unpaid  interest  thereon,  if any,  to the date of
purchase.

On  May  31,  2002,  the  Company  negotiated  and  executed  an  amendment  and
restatement to the Company's  Revolving  Credit  Facility  reducing the facility
from $85 million to $80 million.  The  Company's  borrowing  capacity  under the
Revolving  Credit Facility is limited to the total commitment less the letter of
credit of $8 million,  which secures the United Kingdom overdraft  facility.  At
June 30, 2002 the Company's  borrowing  capacity was $72 million.  The Company's
restated  Revolving  Credit  Facility  also  contains   provisions  for  further
reductions  in the facility of $5 million  within the earlier of (i) 180 days of
the  effective  date of the  agreement  or (ii)  the  sale  of  certain  assets.
Additionally,  the restated Revolving Credit Facility contains provisions for an
additional  reduction in the facility of $5 million during the period April 1 to
December 14 of any calendar  year  following  the (i) earlier of 180 days of the
effective  date  of the  agreement  or (ii)  the  sale of  certain  assets.  The
borrowings  under the  Revolving  Credit  Facility  were $62.3 million and $68.6
million as of June 30, 2001 and 2002,  respectively.  Issuance costs  associated
with the  Revolving  Credit  Facility  paid  during  fiscal  2001 and 2002  were
$200,000 and $600,000, respectively.

At June 30, 2002 the Company's amended Revolving Credit Facility contained other
provisions  limiting the total outstanding  short-term loans made by the Company
to $15 million. At June 30, 2002 the Company had short-term loans outstanding in
excess of the maximum amount.  The Company's  lenders waived that requirement as
of June 30, 2002 and  increased the  allowable  short-term  loans to $19 million
through the earlier of (i) November 29, 2002 or (ii) the sale of certain assets.
If the sale of these certain assets is  consummated  prior to November 29, 2002,
the total outstanding short-term loans is limited to $12 million for 30 calendar
days upon which the limit is  lowered to $10  million  thereafter.  The  Company
believes  that  through the sale of loans and  management  of  originations  and
extensions,  it will reduce short-term loans outstanding to the required amounts
within  the  period  specified  and  will  remain  in  compliance  with its debt
covenants throughout fiscal 2003.

Amounts  outstanding under the Revolving Credit Facility bear interest at either
(i) the  higher of (a) the  federal  funds rate plus 0.50% per annum and (b) the
rate publicly announced by Wells Fargo, San Francisco, as its "prime rate," plus
2.25% at June 30, 2002,  (ii) the LIBOR Rate (as defined  therein) plus 3.50% at
June 30, 2002, or (iii) the one day  Eurodollar  Rate (as defined  therein) plus
3.50% at June 30, 2002, determined at the Company's option.  Amounts outstanding
under the  Revolving  Credit  Facility are secured by a first  priority  lien on
substantially  all  properties  and assets of the  Company  and its  current and
future  subsidiaries.  The  Company's  obligations  under the  Revolving  Credit
Facility  are   guaranteed  by  each  of  the  Company's   direct  and  indirect
subsidiaries.

Also,  the  Company has $20 million  aggregate  principal  amount of its 10 7/8%
Senior Subordinated Notes Due 2006 (the "Senior Subordinated Notes").

                                       50
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Debt (continued)

The Notes,  the  Revolving  Credit  Facility and the Senior  Subordinated  Notes
contain certain financial and other restrictive  covenants,  which,  among other
things,  require the Company to achieve certain financial ratios,  limit capital
expenditures, restrict payment of dividends and require certain approvals in the
event the Company wants to increase the borrowings.

In connection with the Company's Canadian subsidiary,  the Company established a
Canadian dollar overdraft credit facility to fund peak working capital needs for
its Canadian  operations.  The overdraft  credit  facility,  which has no stated
maturity date,  provides for a commitment of up to approximately $4.8 million of
which  $200,000 and $4.8 million were  outstanding as of June 30, 2001 and 2002,
respectively.  Amounts  outstanding under the facility bear interest at Canadian
prime plus 0.50% and are secured by the pledge of a cash  collateral  account of
an  equivalent  balance.  The Company's  United  Kingdom  operations  also has a
British pound overdraft  facility that bears interest at 1.25% and 1.00% for the
years ended June 30, 2001 an 2002,  respectively,  over the LIBOR Rate and which
provides for a commitment  of  approximately  $7.7 million of which $5.3 million
and  $5.5  million  was  outstanding  as of June 30,  2001  and  June 30,  2002,
respectively.  The  overdraft  facility is secured by an $8.0 million  letter of
credit issued by Wells Fargo Bank under the Revolving Credit Facility.

The fair market value of the Company's 10 7/8% Senior Notes and the Company's 10
7/8%  Senior  Subordinated  Notes  due  2006 at  June  30,  2001  and  2002  was
approximately $125,314,300 and $113,687,200 based on quoted market prices.

Interest of $19,410,000  and  $17,472,000  was paid for the years ended June 30,
2001 and 2002, respectively.



                                       51
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7. Income Taxes

The provision for income taxes for the years ended June 30, 2000,  2001 and 2002
consists of the following (in thousands):
<TABLE>


                                                         Year ended June 30,
                                          --------------------------------------------------
                                                2000            2001             2002
                                          --------------------------------------------------
<S>                                       <C>                <C>                <C>
Federal:
    Current.........................          $  7,048         $  3,620         $    694
    Deferred........................              (540)           1,125             (430)
                                         --------------------------------------------------
                                                 6,508            4,745              264

Foreign taxes:
    Current.........................             4,797            7,557            9,550
    Deferred........................                 -             (192)             (74)
                                         --------------------------------------------------
                                                 4,797            7,365            9,476

State:
    Current.........................               833              721              386
    Deferred........................               (95)              45               73
                                         --------------------------------------------------
                                                   738              766              459
                                         --------------------------------------------------
                                              $ 12,043         $ 12,876         $ 10,199
                                         ==================================================
</TABLE>



The significant  components of the Company's deferred tax assets and liabilities
at June 30, 2001 and 2002 are as follows (in thousands):
<TABLE>

                                                                        June 30,
                                                           -----------------------------------
                                                                 2001               2002
                                                           ------------------------------------
<S>                                                          <C>                 <C>
Deferred tax assets:
   Loss reserves.......................................               $    -       $   995
   Foreign withholding taxes...........................                  605            94
   Depreciation........................................                1,243         1,914
   Accrued compensation................................                  361           328
   Reserve for store closings..........................                  299           122
   Foreign tax credits.................................                  230           230
   Other accrued expenses..............................                  180           535
   Other...............................................                  179            36
                                                           ----------------------------------
                                                                       3,097         4,254
Deferred tax liabilities:
   Amortization and other temporary differences........                4,025         4,309
                                                           ----------------------------------
Net deferred tax asset (liability).....................               $ (928)      $   (55)
                                                           ==================================
</TABLE>




                                       52
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7. Income Taxes (continued)
The Company did not record any valuation  allowances against deferred tax assets
at  June  30,  2001 or June  30,  2002.  Although  realization  is not  assured,
management has  determined,  based on the Company's  history of earnings and its
expectation for the future,  that taxable income of the Company will more likely
than not be sufficient to fully utilize its deferred tax assets.

A  reconciliation  of the provision for income taxes with amounts  determined by
applying the federal  statutory tax rate to income (loss) before income taxes is
as follows (in thousands):
<TABLE>

                                                                      Year ended June 30,
                                                           ------------------------------------------
                                                               2000         2001          2002
                                                           ------------------------------------------
<S>                                                          <C>            <C>         <C>
Tax provision at federal statutory rate...............        $  6,105       $  6,848   $  5,682
Add (deduct):
    State tax provision, net of federal tax benefit...             655            498        299
    Foreign taxes.....................................           2,304          2,323      1,673
    US tax on foreign earnings........................           1,745          3,189      2,370
    Amortization of nondeductible intangible assets...           1,062             93          -
    Other permanent differences.......................             172            (75)       175
                                                           ------------------------------------------
Tax provision at effective tax rate...................        $ 12,043        $12,876    $10,199
                                                           ==========================================
</TABLE>


Foreign, federal and state income taxes of approximately $12,957,000, $4,800,000
and  $16,035,000  were paid during the years ended June 30, 2000, 2001 and 2002,
respectively.




                                       53
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


8.        GOODWILL AND OTHER INTANGIBLES

The Company has adopted SFAS No. 142 effective July 1, 2001. Under SFAS No. 142,
goodwill  is no  longer  amortized  but is  reviewed  annually  for  impairment.
Separable  intangible assets that are not deemed to have an indefinite life will
continue  to be  amortized  over their  useful  lives.  In  accordance  with the
adoption  provisions of SFAS No. 142, the Company has completed the transitional
and annual  impairment  tests in fiscal 2002 and no  impairment  was noted.  The
Company  will be required to perform  goodwill  impairment  tests on at least an
annual basis.  There can be no assurance that future goodwill  impairment  tests
will not  result in a charge to  earnings.  The  Company  has  covenants  not to
compete,  which  are  deemed to have a  definite  life and will  continue  to be
amortized.  Amortization for these  intangibles for the year ended June 30, 2002
was $221,000.  The estimated aggregate amortization expense for each of the five
succeeding fiscal years ending June 30, is:
<TABLE>
                                                        <S>                        <C>
                                                              Year                Amount
                                                       -------------------    ----------------
                                                              2003                    173,000
                                                              2004                     95,000
                                                              2005                     19,000
                                                              2006                          -
                                                              2007                          -
</TABLE>

The following table reflects the components of intangible assets (in thousands):
<TABLE>

                                                        June 30, 2001                         June 30, 2002
                                                ------------------------------       ---------------------------------
                                               Gross Carrying     Accumulated      Gross Carrying      Accumulated
                                                    Amount       Amortization           Amount         Amortization
                                                ------------- ----------------      --------------- ------------------
<S>                                            <C>              <C>                 <C>                 <C>
Non-amortized intangible assets:
      Cost in excess of net assets acquired    $    150,574      $     21,303       $   150,954         $   18,977

Amortized intangible assets:
      Covenants not to compete                        2,152             1,872             2,380             2,093
      Costs of contracts acquired                       692               688                 -                 -
</TABLE>


The  following  table  reflects the results of operations as if SFAS No. 142 had
been adopted as of July 1, 1999 (in thousands):
<TABLE>

                                                      Year Ended               Year Ended
                                                    June 30, 2000             June 30, 2001
                                               ---------------------       ------------------
<S>                                                   <C>                       <C>
Reported net income                                   $    5,400               $       6,690

Goodwill amortization, net of tax                          5,027                       3,947
                                                  ---------------           -----------------

Adjusted net income                                   $   10,427               $      10,637
                                                  ===============           =================
</TABLE>

                                       54
<PAGE>








                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


9. Commitments

The Company  occupies  office and retail space and uses certain  equipment under
operating lease  agreements.  Rent expense amounted to $11,034,000,  $14,320,000
and $15,265,000 for the years ended June 30, 2000, 2001 and 2002,  respectively.
Most leases contain standard renewal clauses.

Minimum  obligations  under  noncancellable  operating leases for the year ended
June 30 are as follows (in thousands):
<TABLE>

Year                                     Amount
                                     ---------------
<S>                                    <C>
2003.............................    $     14,492
2004.............................          12,225
2005.............................           8,774
2006.............................           4,817
2007.............................           2,983
Thereafter.......................           8,106
                                     ---------------
                                     $     51,397
                                     ===============
</TABLE>

The Company  anticipates  closing certain of its  unprofitable  stores in fiscal
2003 and is currently evaluating the locations to be closed.

10. Contingent Liabilities

The Company is involved in routine  litigation  and  administrative  proceedings
arising in the ordinary  course of business.  In the opinion of management,  the
outcome  of such  litigation  and  proceedings  will not  materially  affect the
Company's Consolidated Financial Statements.

11. Contractual Agreements

The Company has  contracts  with  various  governmental  agencies  for  benefits
distribution  and retail  merchant  services which  contributed 4%, 2% and 1% of
consolidated  gross  revenues for the years ended June 30, 2000,  2001 and 2002,
respectively.  The Company's  contract with the State of New York contributed 3%
and 1% of revenues  for the years  ended June 30,  2000 and 2001,  respectively.
During the year ended June 30, 2001, the State of New York completed a statewide
implementation  of an Electronic  Benefit Transfer System ("EBT").  As a result,
the Company's contract was terminated.  The Company's contracts for governmental
benefits  distribution and merchant  services  distribution with state and local
governments  generally have initial terms of five years and currently  expire on
various dates through December 31, 2004. The contracts  provide the governmental
agencies  the  opportunity  to extend the contract  for  additional  periods and
contain clauses which allow the governmental  agencies to cancel the contract at
any time, subject to 30 to 60 days' written advance notice.





                                       55
<PAGE>









                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


12. Credit Risk

At June 30, 2001 and 2002,  the Company had  twenty-two  bank  accounts in major
U.S.   financial   institutions  in  the  aggregate  amount  of  $7,091,000  and
$5,652,000,  respectively,  which exceeded Federal Deposit Insurance Corporation
deposit   protection  limits.  The  Canadian  Federal  Banking  system  provides
customers with similar deposit  insurance through the Canadian Deposit Insurance
Corporation  ("CDIC").  At June  30,  2001  and  2002,  the  Company's  Canadian
subsidiary  had thirteen bank accounts  totaling  $20,070,000  and  $22,545,000,
respectively,  which  exceeded  CDIC  limits.  At June  30,  2001  and  2002 the
Company's  United  Kingdom  operations  had  eighty  four  and  thirty  six bank
accounts,  respectively,  totaling  $5,702,000 and  $6,251,000.  These financial
institutions  have strong credit  ratings,  and management  believes credit risk
relating to these deposits is minimal.

Effective June 13, 2002, the Company  entered into an agreement with County Bank
of Rehoboth Beach,  Delaware ("County"),  a federally insured  institution.  The
Company acts as a servicer for County,  marketing unsecured  short-term loans to
customers with  established bank accounts and verifiable  employment.  Loans are
made for amounts up to $500, with terms of 7 to 23 days. Under this program, the
Company  earns  servicing  fees which are subject to  adjustment  if the related
loans are not  collected.  The Company  maintains a reserve for these  estimated
adjustments.  County  originated  approximately $15 million of loans through the
Company's locations and document  transmitters during the fiscal year ended June
30, 2002.

During the year ended June 30, 2002 Dollar Financial Group,  Inc. entered into a
Participation and Termination  Agreement ("Eagle Agreement") with Eagle National
Bank  ("Eagle"),  a national  banking  association  and  certain of its  related
entities.  Under the  agreement,  Eagle  discontinued  the  business of offering
short-term   consumer  loans  through  the  Company's   locations  and  document
transmitters.

The Company had previously acted for Eagle marketing unsecured  short-term loans
to customers with  established  bank accounts and verifiable  employment.  Loans
were made for  amounts up to $500,  with  terms of 14 or 28 days which  could be
refinanced  a maximum  of four  times and two  times,  respectively.  Under this
program,  the Company earned origination and servicing fees. Eagle originated or
extended  approximately  $377  million  and $399  million of loans  through  the
Company's locations and document transmitters during the fiscal years ended June
30, 2001 and 2002.

The Company also originates  unsecured  short-term loans to customers on its own
behalf in Canada,  the United Kingdom and certain U.S. markets.  These loans are
made for amounts up to $700,  with terms of 7 to 28 days which can be extended a
maximum of four  times.  The Company  bears the entire  risk of loss  related to
these loans. The Company  originated or extended  approximately  $306 million of
the loans  through the  Company's  locations  and document  transmitters  during
fiscal year ended June 30, 2002. The Company had  approximately  $16 million and
$10  million  of  loans  on its  balance  sheet  at  June  30,  2002  and  2001,
respectively,  which is reflected in loans and other receivables.  Net writeoffs
for Company originated loans which are netted against revenues on the Statements
of Operations for the fiscal years ended June 30, 2002,  2001 and 2000 were $5.5
million, $4.4 million and $2.3 million, respectively. As a result of the changes
in its  lending  program,  the  Company  recorded  a charge of $2.2  million  to
increase its loss  reserves.  Loans and other  receivables  at June 30, 2002 are
reported net of a reserve of $2.9 million related to consumer lending.



                                       56
<PAGE>








                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


13. Geographic Segment Information

All operations for which geographic data is presented below are in one principal
industry (check cashing and ancillary services) (in thousands):
<TABLE>
                                                    United                         United
                     2000                           States          Canada        Kingdom        Total
                                                ------------------------------------------------------------
<S>                                             <C>                <C>           <C>          <C>
Identifiable assets                             $       133,887     $    70,477  $    55,350 $      259,714
Sales to unaffiliated customers                         102,073          39,897       23,783        165,753
Interest revenue                                            287              54           33            374
Interest expense                                         11,717           3,913        2,235         17,865
Depreciation and amortization                             6,983           2,392        2,492         11,867
Income before income taxes                                9,796           6,738          909         17,443
Income tax provision                                      7,246           4,103          694         12,043
Other non-recurring items                                 1,345             133            -          1,478

                     2001
Identifiable assets                                     140,024          74,054       62,094        276,172
Sales to unaffiliated customers                         116,504          49,635       29,360        195,499
Interest revenue                                            398              69            3            470
Interest expense                                         13,994           3,922        2,915         20,831
Depreciation and amortization                             6,707           2,867        2,917         12,491
Income before income taxes                                5,636          12,927        1,003         19,566
Income tax provision                                      6,016           6,258          602         12,876

                     2002
Identifiable assets                                     140,813          82,860       67,639        291,312
Sales to unaffiliated customers                         112,934          55,469       33,573        201,976
Establishment of reserves for new consumer
    lending arrangements                                  2,244               -            -          2,244
Interest revenue                                            168              83            3            254
Interest expense                                         13,808           2,552        2,588         18,948
Depreciation and amortization                             5,330           1,874        2,027          9,231
Other non-recurring items                                   281               -            -            281
(Loss) income before income taxes                        (6,537)         17,672        5,101         16,236
Income tax provision                                        353           8,105        1,741         10,199
</TABLE>



14. Related Party Transactions

During fiscal 1999,  certain  members of management  received loans  aggregating
$2.9 million, of which $200,000 was repaid during the fiscal year ended June 30,
2001,  which are secured by shares of Holdings stock.  The loans accrue interest
at a rate of 6% per year and are due and  payable in full on  December  18, 2004
and December 31, 2005.  In addition,  as part of an  employment  agreement,  the
Chief  Executive  Officer  was  issued a loan in the  amount of $4.3  million to
purchase  additional  shares of Holdings stock.  The loan accrues  interest at a
rate of 6% per year and is due and payable in full on  December  18,  2004.  The
loan is secured by a pledge of shares in Holdings stock.



                                       57
<PAGE>





                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


15. Subsidiary Guarantor Financial Information

As discussed in Note 6, the Company's payment obligations under the Senior Notes
are jointly and severally guaranteed on a full and unconditional basis by all of
the  Company's  existing  and  future  subsidiaries  (the   "Guarantors").   The
subsidiaries'  guarantees  rank pari passu in right of payment with all existing
and future senior  indebtedness of the Guarantors,  including the obligations of
the  Guarantors  under the Revolving  Credit  Facility and any successor  credit
facility.  Pursuant  to the Senior  Notes or Senior  Subordinated  Notes,  every
direct and indirect  subsidiary  of the Company,  each of which is wholly owned,
serves as a guarantor of the Senior Notes.

There are no restrictions on the Company's and the Guarantors' ability to obtain
funds  from  their  subsidiaries  by  dividend  or by loan.  Separate  financial
statements of each  Guarantor  have not been  presented  because  management has
determined that they would not be material to investors. The accompanying tables
set forth the condensed  consolidating  balance sheet at June 30, 2002,  and the
consolidating  statements of operations and cash flows for the fiscal year ended
June 30, 2002 of the  Company (on a  parent-company  basis),  combined  domestic
Guarantors, combined foreign subsidiaries and the consolidated Company.





                                       58
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Subsidiary Guarantor Financial Information (continued)

                          Consolidating Balance Sheets

                                  June 30, 2002

                                 (In thousands)
<TABLE>

                                                    Dollar       Domestic        Foreign
                                                   Financial    Subsidiary      Subsidiary
                                                  Group, Inc.   Guarantors      Guarantors     Eliminations     Consolidated
                                                 ------------------------------------------------------------------------------
<S>                                              <C>              <C>             <C>             <C>              <C>    <C>
Assets
Cash and cash equivalents...................     $        1,746 $      41,405 $      43,482  $             -  $       86,633
Loans and other receivables, net............              3,761         7,389        13,965           (4,573)         20,542
Income taxes receivable.....................              8,456             1             -           (8,457)              -
Prepaid expenses............................                850         1,898         3,997                -           6,745
Deferred income taxes.......................              1,166             -             -           (1,166)              -
Notes receivable--officers...................             2,756             -             -                -           2,756
Due from affiliates.........................             51,323        23,990             -          (75,313)              -
Due from parent.............................              3,606             -             -                -           3,606
Property and equipment, net.................              6,867        11,554        12,089                -          30,510
Goodwill and other intangibles, net.........                172        56,372        75,720                -         132,264
Debt issuance costs, net....................              6,292             -             -                -           6,292
Investment in subsidiaries..................            172,581         9,801         6,705         (189,087)              -
Other.......................................                106           612         1,246                -           1,964
                                                 ------------------------------------------------------------------------------
                                                 $      259,682 $     153,022 $     157,204  $      (278,596) $      291,312
                                                 ==============================================================================

Liabilities and shareholder's equity
Accounts payable............................     $        2,234 $       7,752 $       8,263   $            -  $       18,249
Income taxes payable........................                  -         8,714         1,574           (8,457)          1,831
Accrued expenses............................              2,764         1,152         4,016                -           7,932
Accrued interest payable....................              1,511             -         4,601           (4,573)          1,539
Deferred tax liability......................                  -         1,221             -           (1,166)             55
Due to affiliates...........................                  -             -        75,313          (75,313)              -
Revolving credit facilities.................             68,600             -        10,336                -          78,936
10 7/8% Senior Notes due 2006...............            109,190             -             -                -         109,190
Subordinated notes payable and other........             20,000             -            65                -          20,065

                                                 ------------------------------------------------------------------------------
                                                        204,299        18,839       104,168          (89,509)        237,797


Shareholder's equity:
   Common stock.............................                  -             -             -                -               -
   Additional paid-in capital...............             50,957        71,305        27,304          (98,609)         50,957
   Retained earnings .......................              6,903        64,515        25,963          (90,478)          6,903
   Accumulated other comprehensive loss.....             (2,477)       (1,637)         (231)               -          (4,345)
                                                 ------------------------------------------------------------------------------
Total shareholder's equity..................             55,383       134,183        53,036         (189,087)         53,515
                                                 ------------------------------------------------------------------------------
                                                 $      259,682 $     153,022     $ 157,204   $     (278,596) $      291,312
                                                 ==============================================================================
</TABLE>

                                       59
<PAGE>







                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


15. Subsidiary Guarantor Financial Information (continued)

                     Consolidating Statements of Operations

                            Year ended June 30, 2002

                                 (In thousands)

<TABLE>
                                                     Dollar        Domestic        Foreign
                                                   Financial      Subsidiary     Subsidiary
                                                  Group, Inc.     Guarantors     Guarantors     Eliminations    Consolidated
                                                 ------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>              <C>              <C>
Revenues..................................       $            -  $      112,934  $      89,042  $            -   $    201,976



Store and regional expenses:
   Salaries and benefits..................                    -          40,985         24,310               -         65,295
   Occupancy..............................                    -          11,540          6,547               -         18,087
   Depreciation...........................                    -           3,431          3,091               -          6,522
   Other..................................                    -          30,549         15,689               -         46,238
                                                 ------------------------------------------------------------------------------
Total store and regional expenses.........                    -          86,505         49,637               -        136,142

Establishment of reserves for new consumer
   lending arrangements...................                    -           2,244              -               -          2,244
Corporate expenses........................               15,952             226          8,338               -         24,516
Management fee............................              (12,226)          9,855          2,371               -              -
Loss on store closings and sales..........                  125             970             59               -          1,154
Other depreciation and amortization.......                1,601             298            810               -          2,709
Interest expense (income).................               16,167          (2,527)         5,054               -         18,694
Other non-recurring items.................                  281               -              -               -            281
                                                 ------------------------------------------------------------------------------

(Loss) income before income taxes ........              (21,900)         15,363         22,773               -         16,236
Income tax (benefit) provision ...........               (7,846)          8,199          9,846               -         10,199
                                                 ------------------------------------------------------------------------------

(Loss) income before equity in net income
 of subsidiaries..........................              (14,054)          7,164         12,927               -          6,037
Equity in net income of subsidiaries:
   Domestic subsidiary guarantors.........                7,164               -              -          (7,164)             -
   Foreign subsidiary guarantors..........               12,927               -              -         (12,927)             -
                                                 ------------------------------------------------------------------------------
Net income  ..............................       $        6,037  $        7,164  $      12,927  $      (20,091)  $      6,037
                                                 ==============================================================================
</TABLE>



                                       60
<PAGE>




                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Subsidiary Guarantor Financial Information (continued)

                     Consolidating Statements of Cash Flows
                            Year ended June 30, 2002
                                 (In thousands)
<TABLE>

                                                            Dollar         Domestic       Foreign
                                                           Financial      Subsidiary    Subsidiary
                                                          Group, Inc.     Guarantors    Guarantors    Eliminations    Consolidated
                                                       -----------------------------------------------------------------------------
<S>                                                     <C>             <C>            <C>             <C>            <C>
Cash flows from operating activities
Net income...........................................   $     6,037  $        7,164  $      12,927  $      (20,091)  $     6,037
Adjustments to reconcile net income
       to net cash (used in) provided by
     operating activities:
     Undistributed income of subsidiaries............       (20,091)              -              -          20,091             -
     Depreciation and amortization...................         3,111           3,727          3,902               -        10,740
     Loss on store closings and sales................           125             970             59               -         1,154
     Establishment of reserves for new consumer
       lending arrangements..........................             -           2,244              -               -         2,244
       Deferred tax provision (benefit)..............           413          (1,286)             -               -          (873)
     Changes in assets and liabilities
        (net of effect of acquisitions):
         Decrease (increase) in loans
           and other receivables and income taxes
                  receivable.........................         4,658           2,790         (1,146)         (4,715)        1,587
         Decrease in prepaid expenses
           and other.................................            87             108             65               -           260
         Increase (decrease) in accounts payable,
           income taxes payable,
            accrued expenses and accrued
           interest payable .........................         1,251          (6,452)        (6,210)          4,715        (6,696)
                                                       -----------------------------------------------------------------------------

Net cash (used in) provided by operating
    activities.......................................        (4,409)          9,265          9,597               -        14,453

Cash flows from investing activities:
Acquisitions, net of cash acquired...................             -             (59)            14               -           (45)
Additions to property and equipment..................        (3,203)         (2,499)        (4,361)              -       (10,063)
Net decrease (increase) in due from affiliates.......         3,248          (1,650)             -          (1,598)            -
                                                       -----------------------------------------------------------------------------

Net cash provided by (used  in) investing activities.            45          (4,208)        (4,347)         (1,598)      (10,108)

Cash flows from financing activities
Other debt payments..................................             -               -            (64)              -           (64)
Net increase in revolving credit facilities..........         6,300               -          4,812               -        11,112
Payment of debt issuance costs.......................          (571)              -              -               -          (571)
Net increase in due from parent......................        (1,068)              -              -               -        (1,068)
Net decrease in due to affiliates....................             -               -         (1,598)          1,598             -
                                                       -----------------------------------------------------------------------------

Net cash provided by financing activities............         4,661               -          3,150           1,598         9,409

Effect of exchange rate changes on cash
   and cash equivalents..............................             -               -            427               -           427
                                                       -----------------------------------------------------------------------------

Net increase in cash and cash equivalents............           297           5,057          8,827               -        14,181
Cash and cash equivalents at beginning of year.......         1,449          36,348         34,655               -        72,452
                                                       -----------------------------------------------------------------------------
Cash and cash equivalents at end of year.............   $     1,746  $       41,405  $      43,482  $            -   $    86,633
                                                       =============================================================================
</TABLE>

                                       61
<PAGE>




Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.


                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Officers

The directors and officers of Holdings and their  respective  ages and positions
with Holdings are set forth below:
<TABLE>

                Name                   Age                              Position
<S>                                    <C>     <C>
Jeffrey Weiss......................     59     Chairman of the Board of Directors and Chief Executive
                                                 Officer
Donald Gayhardt....................     38     President, Chief Financial Officer and Director
Leonard Green......................     68     Director
Jonathan Sokoloff..................     45     Director
Muneer Satter......................     41     Director
Jonathan Seiffer...................     30     Director
</TABLE>

The directors and officers of DFG and their  respective  ages and positions with
DFG are set forth below:
<TABLE>

                Name                   Age                              Position
<S>                                     <C>    <C>
Jeffrey Weiss......................     59     Chairman of the Board of Directors and
                                                 Chief Executive Officer
Donald Gayhardt....................     38     President and Chief Financial Officer
Dennis Roberts.....................     53     Executive Vice President and Chief Operating Officer
Peter Sokolowski...................     41     Vice President Finance
</TABLE>

Jeffrey Weiss has served as the Chairman and Chief Executive  Officer of DFG and
Holdings since the Company's  acquisition by an affiliate of Bear Stearns & Co.,
Inc.  ("Bear  Stearns")  in May 1990.  Until  June  1992,  Mr.  Weiss was also a
Managing  Director at Bear Stearns with  primary  responsibility  for the firm's
investments in small to mid-sized companies,  in addition to serving as Chairman
and Chief  Executive  Officer for several of these  companies.  Mr. Weiss is the
author of several popular financial guides.

Donald  Gayhardt has served as President of DFG and Holdings since December 1998
and Chief  Financial  Officer since April 2001. He also served as Executive Vice
President  and Chief  Financial  Officer of DFG and Holdings  from 1992 to 1997.
Prior to joining the  company,  Mr.  Gayhardt  was employed by Bear Stearns from
1988 to 1993, most recently as an Associate Director in the Principal Activities
Group,  where he had oversight  responsibility  for the financial and accounting
functions  at a number  of  manufacturing,  distribution  and  retailing  firms,
including DFG. Prior to joining Bear Stearns, Mr. Gayhardt held positions in the
mergers and acquisitions advisory and accounting fields.

Dennis Roberts' background encompasses 35 years of retail operations experience,
formerly  holding the positions of Executive Vice President and Chief  Operating
Officer for Uno  Restaurant  Corporation  and Senior Vice President - Restaurant
and Franchise Operations, for Friendly Ice Cream Corporation.

Peter Sokolowski has been Vice President--Finance of DFG since June 1991 and has
overall  responsibility for the Company's  accounting  systems and controls,  as
well as  financial  management.  Prior to joining the  Company,  Mr.  Sokolowski
worked in various financial positions in the commercial banking industry.

                                       62
<PAGE>

Leonard Green has been a director of Holdings  since  December 1998. He has been
an  executive  officer of Leonard  Green & Partners,  L.P.  ("LGP"),  a merchant
banking firm that manages  Green Equity  Investors II, L.P.  ("GEI"),  since the
formation of LGP and GEI in 1994.  Since 1989, Mr. Green has been,  individually
or through a corporation,  a partner in a merchant  banking firm affiliated with
LGP.  Prior to 1989,  Mr.  Green  had been a  partner  of  Gibbons,  Green,  van
Amerongen  for more than five  years.  Mr.  Green is also a director  of several
private companies.

Jonathan  Sokoloff  has been a director of Holdings  since  December  1998.  Mr.
Sokoloff has been an executive officer of LGP since its formation in 1994. Since
1990, Mr. Sokoloff has been a partner in a merchant banking firm affiliated with
LGP. Mr.  Sokoloff was previously a Managing  Director at Drexel Burnham Lambert
Incorporated.  Mr.  Sokoloff  is also a director  of Twinlab  Corporation,  Gart
Sports Company and several private companies.

Muneer  Satter has been a director  of Holdings  since  December  1998.  He is a
Managing Director in Goldman Sachs' Principal Investment Area (PIA) in New York.
Prior to this assignment,  he was head of PIA in Europe and was based in London.
He joined the firm in 1988 and became a managing director in 1996.

Jonathan Seiffer has been a director of Holdings since October 2001. He has been
a partner of Leonard Green & Partners,  L.P.  since January 1999.  From December
1997 to January 1999 he was a vice  president of Leonard Green & Partners,  L.P.
From October 1994 until  December  1997, Mr. Seiffer was an associate of Leonard
Green & Partners,  L.P.  Prior to October 1994,  Mr. Seiffer was a member of the
corporate  finance  department  of  Donaldson,   Lufkin  &  Jenrette  Securities
Corporation.  He is also a director of Diamond Triumph Glass,  Inc., Gart Sports
Company, Liberty Group Publishing, Inc. and several private companies.


                                       63
<PAGE>



Item 11. EXECUTIVE COMPENSATION

The following table sets forth  information  with respect to the compensation of
the Chief  Executive  Officer  and each of the other  executive  officers of the
Company  who had annual  compensation  in fiscal year 2002 in excess of $100,000
(the "Named Executive Officers"):

<TABLE>
                           Summary Compensation Table
                                                                                       Long-Term
                                                                                     Compensation
                                                   Annual Compensation                  Awards
                                      --------------------------------------------------------------
                                                                    Other Annual      Securities
           Name and                                                 Compensation      Underlying       All Other
      Principal Position        Year     Salary        Bonus                          Options (#)     Compensation
---------------------------------------------------------------------------------------------------------------------
<S>                                <C>     <C>           <C>             <C>           <C>               <C>
Jeffrey Weiss............          2002     650,000            -        122,417(1)             -           5,625
   Chairman and                    2001     600,000      100,000        162,873(1)             -           6,000
   Chief Executive Officer         2000     500,000      700,000        170,601(1)             -           5,288

Donald Gayhardt..........          2002     350,000            -              -                -           3,990
   President and Chief             2001     300,000       50,000              -                -           6,187
   Financial Officer               2000     225,000      270,000              -                -           4,327

Dennis Roberts (2).......          2002     121,000            -              -                -               -
   Executive Vice President
   and Chief Operating Officer
</TABLE>



(1)  During  the years  ended  June 30,  2002,  2001 and 2000,  amounts  include
$62,314, $70,581 and $64,618, respectively,  paid for life insurance premiums on
policies where the Company was not the named beneficiary.  Perquisites and other
personal  benefits provided to each other Named Executive Officer did not exceed
the  lesser of  $50,000  or 10% of the  total  salary  and bonus for such  Named
Executive Officer.

(2)  Mr. Roberts joined the Company in December 2001.

The  following  table  sets forth  information  concerning  options to  purchase
Holdings'  common stock held by each of the Named  Executive  Officers as of the
fiscal year ended June 30, 2002.




                                       64
<PAGE>



                    Option/SAR Grants in Last Fiscal Year (1)




(1)  No options or SARs were granted in the last fiscal year.


<TABLE>


                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values

                         Shares                      Number of Securities          Value of Unexercised
                        Acquired       Value        Underlying Unexercised        In-the-Money Options at
Name                  on Exercise    Realized     Options at Fiscal Year End        Fiscal Year End (1)
----
                      ---------------------------------------------------------------------------------------
                                                   Exercisable/Unexercisable     Exercisable/Unexercisable
<S>                         <C>           <C>               <C>                    <C>
Jeffrey Weiss......           0         $     0               0/0                          $0/$0
Donald Gayhardt....           0               0             283/116                 $1,139,075/$466,900
</TABLE>


 (1) An assumed fair market value of $7,250 per share was used to calculate the
     value of the options. As the shares are not traded in an established public
     market, the value assigned is based on the last strike price options were
     granted.




                                       65
<PAGE>



Employment Agreements

Jeffrey Weiss

Mr. Weiss, Chairman and Chief Executive Officer of Holdings and DFG, is employed
pursuant to an Employment Agreement (the "Weiss Agreement") dated as of November
13, 1998 among Mr. Weiss, DFG and Holdings (DFG and Holdings being  collectively
referred  to herein as the  "Employer").  The Weiss  Agreement  provides  for an
annual base salary of $500,000,  to be reviewed bi-annually and may be increased
at the discretion of the Board of Directors of Holdings. In addition,  Mr. Weiss
is eligible to receive an annual bonus and  incentive  compensation,  contingent
upon  the  Employer  achieving  100%  of  its  targeted  results  (with  certain
adjustments to the extent the Employer achieves results short of or in excess of
its targeted  results).  The total compensation paid or caused to be paid to Mr.
Weiss with  respect to any fiscal  year,  including  salary,  bonuses and annual
incentive compensation shall not exceed $1,200,000. Under certain circumstances,
Mr.  Weiss is  entitled  to the  payment  of a  severance  benefit  equal to the
discounted value of any unpaid base salary for the term of the agreement.

The Weiss Agreement also provides for a five-year  term,  commencing on December
19, 1998, unless it is otherwise  terminated pursuant to its terms. Mr. Weiss is
eligible to participate in all fringe benefit  programs of the Employer  offered
from time to time to its senior management employees.

Pursuant  to the Weiss  Agreement,  Mr.  Weiss has agreed  that  effective  upon
termination,  and in  consideration of the payment of the compensation and other
benefits paid pursuant to the  agreement,  he will not compete with the Employer
within the United  States,  Canada or any other country in which the Company now
or hereafter conducts business for a period of two years.







                                       66
<PAGE>



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of the issued and  outstanding  shares of capital  stock of the  Company are
owned by Holdings.

The  following  table  sets  forth as of June 30,  2002 the  number of shares of
Holdings'  common  stock  owned  beneficially  by (a)  each  person  that is the
beneficial  owner of more than 5% of Holdings'  common stock,  (b) all directors
and  nominees,  (c) the Named  Executive  Officers,  and (d) all  directors  and
executive  officers as a group.  The address of each officer and director is c/o
the Company unless otherwise  indicated.  As of such date, there were a total of
19,864.93 shares of Holdings' common stock issued (106.71 are held in treasury).
<TABLE>

                          Beneficial Owner                              Number      Percent
<S>                                                                      <C>           <C>
Green Equity Investors II, L.P. .............................            13,014.94    63.84%
    11111 Santa Monica Boulevard
    Los Angeles, California 90025
Jeffrey Weiss................................................             3,058.99    15.01
GS Mezzanine Partners, L.P. and
     GS Mezzanine Partners Offshore, L.P. and associates.....             2,150.46    10.55
    85 Broad Street
    New York, New York 10004
Donald Gayhardt (1) .........................................               447.19     2.19
All directors and officers as a group (3 persons) (2)........             3,574.53    17.54
</TABLE>

(1)      Includes options to purchase  282.63 shares of Holdings'  common  stock
         which are currently exercisable.
(2)      Includes options to purchase  297.63 shares of Holdings'  common  stock
         which are currently exercisable.



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement

Holdings  entered into a  Stockholders  Agreement  dated  November 13, 1998 (the
"Stockholders  Agreement")  with  certain  stockholders  signatory  thereto (the
"Stockholders"),  including Green Equity  Investors II, L.P. (the  "Purchaser"),
certain Executives of the Company  (individually,  the "Executive  Stockholder",
and collectively, the "Executive Stockholders"), GS Mezzanine Partners, L.P. and
GS Mezzanine Partners Offshore, L.P (collectively,  "GS Mezzanine").  Subsequent
to November 13, 1998 certain  additional  stockholders  including Ares Leveraged
Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P.  (collectively
"Ares"), C.L. and Sheila Jeffrey, Bridge Street Fund 1998, L.P. and Stone Street
Fund 1998, L.P. (collectively the "Additional  Stockholders") agreed to be bound
by the terms of the Stockholders  Agreement.  The  Stockholders  Agreement shall
terminate  ten  (10)  years  from the date of the  Stockholders  Agreement  (the
"Termination Date") with certain provisions  terminating on the date of a Public
Offering Event which occurs prior to the Termination Date.

Transfer Restrictions

The  Stockholders   Agreement   provides,   among  other  things,   for  certain
restrictions on the disposition of Holdings' common stock.  Unless a transfer of
Holdings' common stock which is subject to the Stockholders Agreement is made in
accordance with the terms of such  agreement,  such transfer will be void and of
no force or effect.

Holdings' common stock may be transferred subject to the terms and conditions of
the  Stockholders  Agreement.  Any shares of  Holdings'  common  stock which are
subsequently transferred to a non-Stockholder  transferee will remain subject to
the terms and conditions of the Stockholders Agreement.


                                       67
<PAGE>


Tag-Along and First Option Rights

If, at any time,  the  Purchaser  proposes to enter into an agreement to sell or
otherwise  dispose of for value  shares of Holdings in excess of at least twenty
percent (20%) of the then  outstanding  shares (the  "Tag-Along  Sale") then the
Executives shall be afforded the opportunity to participate  proportionately  in
such Tag-Along  Sale.  This provision does not apply to certain  transactions as
defined in the Stockholders Agreement. If, at any time, any Executive desires to
sell for cash all or any part of such shares held by such Executive, the Selling
Executive  shall provide  notice to each of (i) the Purchaser or its assigns and
(ii)  Holdings  (the  "Potential  Buyer")  of the  desire  to sell for cash such
shares.  Upon receiving  notice,  each Potential  Buyer shall have the option to
purchase  all,  but not less than  all,  of such  shares  on the same  terms and
conditions.  If more than one Potential  Buyer has exercised  their option,  the
priority shall first fall to the Purchaser.

Repurchase of Shares

Upon the termination of employment of an Executive  Stockholder by reason of his
death or permanent  disability (an "Option  Event"),  Holdings and the Purchaser
(with priority to Holdings) shall have the right and option to repurchase all of
the shares then owned by the  Executive  Shareholder.  The price shall be at the
fair market  value of the shares at the time of the Option  Event as  determined
pursuant to the terms of the Stockholders Agreement.

Registration Rights

The  Stockholders   Agreement  also  provides  for  demand  and  incidental  (or
"piggyback")  registration  rights. The Purchaser has demand registration rights
pursuant to which on the earlier of (i) the date that is 90 days after the first
registration  of shares of Holdings'  common stock under the  Securities Act and
(ii) the second anniversary of the Stockholders Agreement the Purchaser may make
a written  request  of  Holdings  to  register  all or part of such  Purchaser's
Holdings' common stock. Each remaining Stockholder may then elect to include its
shares of Holdings'  common stock in the demand  registration.  The Purchaser is
entitled to three demand registrations.

If Holdings proposes to register any equity securities under the Securities Act,
it must include in such  registration all shares of Holdings' common stock which
the Stockholders  request to have registered,  subject to the condition that not
all of the shares may be registered if only a reduced number can be sold without
having a material adverse effect on the offering.

Additional Shareholder Rights

If the  Purchaser  agrees to sell all or  substantially  all of its  shares to a
third party, then the Purchaser may demand that the Executive  Stockholders sell
all, but not less than all, of  Holdings'  shares held by them at the same price
and on the same terms and conditions.

Grant of Proxy

Each  Stockholder has agreed to vote their shares so that (1) so long as Jeffrey
Weiss is the Chief Executive Officer of Holdings , he is elected to the board of
directors of Holdings and (2) so long as Purchaser owns, directly or indirectly,
twenty  percent  (20%) or more of the then  outstanding  stock of Holdings,  the
Purchaser  shall be  entitled  to elect the  remaining  members of the boards of
directors.

Loan to an Officer/Director

During fiscal 1999,  certain  members of management  received loans  aggregating
$2.9 million (of which, during the fiscal year ended June 30, 2001, $200,000 was
repaid),  which are  secured  by  shares of  Holdings  stock.  The loans  accrue
interest  at a rate of 6% per year and are due and  payable in full on  December
18, 2004 and December 31, 2005. In addition, as part of an employment agreement,
Jeffrey  Weiss was  issued a loan in the  amount  of $4.3  million  to  purchase
additional  shares of Holdings stock.  The loan accrues interest at a rate of 6%
per  year and is due and  payable  in full on  December  18,  2004.  The loan is
secured by a pledge of shares in Holdings stock.


                                       68
<PAGE>


Management Agreement

Pursuant to the terms of a Management  Services  Agreement  among the Purchaser,
Holdings  and the Company,  Holdings  has agreed to pay the  Purchaser an annual
management  fee equal to 2.4% of the  total sum  invested  by the  Purchaser  in
Holdings and reimbursement of any out-of-pocket expenses incurred.




                                       69
<PAGE>



Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) and (2)....List of Financial Statements and Schedules

Financial  Statements:  The  following  consolidated  financial  statements  are
submitted in response to Item 14(a)(1) and (2):
<TABLE>

Dollar Financial Group, Inc.                                                                        Page
                                                                                                  ---------

<S>                                                                                                  <C>
Report of Independent Auditors................................................................       37
Consolidated Balance Sheets, June 30, 2001 and 2002...........................................       38
Consolidated Statements of Operations, years ended June 30, 2000, 2001 and 2002...............       39
Consolidated Statements of Shareholder's Equity, years ended June 30, 2000, 2001 and 2002.....       40
Consolidated Statements of Cash Flows, years ended June 30, 2000, 2001 and 2002...............       41
Notes to Consolidated Financial Statements....................................................       42
Schedule II - Valuation and Qualifying Accounts...............................................       80
</TABLE>


All other  Financial  Statement  Schedules  for which  provision  is made in the
applicable  accounting  regulation of the Securities and Exchange Commission are
omitted because such schedules are not required under the related  instructions,
are  inapplicable,  or the  required  information  is  given  in  the  financial
statements.


                     [The remainder of this page intentionally left blank.]




                                       70
<PAGE>



<TABLE>

(a)(3) Exhibits
  Exhibit No.                                      Description of Document


<S>               <C>
3.1  (a)(i)      Certificate of Incorporation of Dollar Financial Group, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (a)(ii)     Certificate of Change of Dollar Financial Group, Inc. (Incorporated by reference to Exhibit
                    3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (a)(iii)    Certificate of Change of Certificate of Incorporation of Dollar Financial Group, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (a)(iv)     Certificate of Amendment of the Certificate of Incorporation of Dollar Financial Group,
                    Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (b)(i)      Articles of Incorporation of Albuquerque Investments, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (c)(i)      Articles of Incorporation of Any Kind Check Cashing Centers, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (c)(ii)     Articles of Amendment to the Articles of Incorporation of Any Kind Check Cashing Centers,
                    Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (d)(i)      Articles of Incorporation of Check Mart of Louisiana, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (e)(i)      Certificate of Incorporation of Check Mart of New Jersey, Inc. (Incorporated by reference
                    to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (f)(i)      Articles of Incorporation of Check Mart of New Mexico, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (f)(ii)     Articles of Amendment to the Articles of Incorporation of Check Mart of New Mexico, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (g)(i)      Articles of Incorporation of Check Mart of Pennsylvania, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (h)(i)      Articles of Incorporation of Check Mart of Texas, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (i)(i)      Articles of Incorporation of Check Mart of Utah, Inc. (Incorporated by reference to Exhibit
                    3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (i)(ii)     Articles of Amendment to the Articles of Incorporation of Check Mart of Utah, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (j)(i)      Articles of Incorporation of Check Mart of Washington, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (j)(ii)     Articles of Amendment of Check Mart of Washington, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)



                                       71
<PAGE>




(a)(3) Exhibits
  Exhibit No.                                      Description of Document

     (k)(i)      Articles of Incorporation of Check Mart of Washington, D.C., Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (l)(i)      Articles of Incorporation of Check Mart of Wisconsin, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (m)(I)      Certificate of Incorporation of DFG Warehousing Co., Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (n)(i)      Articles of Incorporation of Dollar Financial Insurance Corp. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (o)(i)      Certificate of Incorporation of Dollar Insurance Administration Corp. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (p)(i)      Articles of Incorporation of Financial Exchange Company of Michigan, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (p)(ii)     Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company of
                    Michigan, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement
                    on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (q)(i)      Articles of Incorporation of Financial Exchange Company of Ohio, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (q)(ii)        Certificate of Amendment by Incorporator (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on
                    Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (q)(iii)       Certificate of Amendment (by Shareholders) (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on
                    Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (r)(i)      Certificate of Incorporation of Financial Exchange Company of Pennsylvania, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (r)(ii)     Amendment "1" to Certificate of Incorporation of Financial Exchange Company of
                    Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (r)(iii)    Amendment "2" to Certificate of Incorporation of Financial Exchange Company of
                    Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (s)(i)      Certificate of Incorporation of Financial Exchange Company of Pittsburgh, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (t)(i)      Certificate of Incorporation of Financial Exchange Company of Virginia, Inc. (Incorporated
                    by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (u)(i)      Articles of Incorporation of L.M.S. Development Corporation (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (v)(i)      Articles of Incorporation of Monetary Management Corp. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)


                                       72
<PAGE>


(a)(3) Exhibits
  Exhibit No.                                      Description of Document

     (w)(I)      Certificate of Incorporation of Monetary Management Corporation of Pennsylvania, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (x)(i)      Articles of Incorporation of Monetary Management of California, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (y)(i)      Articles of Incorporation of Monetary Management of Maryland, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (z)(i)      Certificate of Incorporation of Monetary Management of New York, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (aa)(I)     Articles of Incorporation of Pacific Ring Enterprises, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (bb)(i)        Limited Partnership Certificate and Agreement of U.S. Check
                    Exchange Limited Partnership (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (bb)(ii)       First Amendment to Certificate and Agreement of Limited
                    Partnership of U.S. Check Exchange Limited Partnership
                    (Incorporated by reference to Exhibit 3.1 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (bb)(iii)      Second Amendment Certificate of Limited Partnership
                    (Incorporated by reference to Exhibit 3.1 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (cc)(I)        Articles of Incorporation of QTV Holdings, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
3.2  (a)(i)      Bylaws of Dollar Financial Group, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (b)(i)      Bylaws of Albuquerque Investments, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (c)(i)      Bylaws of Any Kind Check Cashing Centers, Inc. (Incorporated by reference to Exhibit 3.2 to
                    the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (d)(i)      Bylaws of Check Mart of Louisiana, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (e)(i)      Bylaws of Check Mart of New Jersey, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (f)(i)      Bylaws of Check Mart of New Mexico, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (g)(i)      Bylaws of Check Mart of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (h)(i)      Bylaws of Check Mart of Texas, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (i)(i)      Bylaws of Check Mart of Utah, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (j)(i)      Bylaws of Check Mart of Washington, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (k)(i)      Bylaws of Check Mart of Washington, D.C., Inc. (Incorporated by reference to Exhibit 3.2 to
                    the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (l)(i)      Bylaws of Check Mart of Wisconsin, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)



                                       73
<PAGE>


(a)(3) Exhibits
  Exhibit No.                                      Description of Document

     (m)(i)      Bylaws of DFG Warehousing Co., Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (n)(i)      Bylaws of Dollar Financial Insurance Corp. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (o)(i)      Bylaws of Dollar Insurance Administration Corp. (Incorporated by reference to Exhibit 3.2
                    to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (p)(i)      Bylaws of Financial Exchange Company of Michigan, Inc. (Incorporated by reference to
                    Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (q)(i)      Code of Regulations of Financial Exchange Company of Ohio, Inc. (Incorporated by reference
                    to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (r)(i)      Bylaws of Financial Exchange Company of Pennsylvania, Inc. (Incorporated by reference to
                    Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (s)(i)      Bylaws of Financial Exchange Company of Pittsburgh, Inc. (Incorporated by reference to
                    Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (t)(i)      Bylaws of Financial Exchange Company of Virginia, Inc. (Incorporated by reference to
                    Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (u)(i)      Bylaws of L.M.S. Development Corporation (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (v)(i)      Bylaws of Monetary Management Corp. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (w)(i)      Bylaws of Monetary Management Corporation of Pennsylvania, Inc. (Incorporated by reference
                    to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (x)(i)      Bylaws of Monetary Management of California, Inc. (Incorporated by reference to Exhibit 3.2
                    to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (y)(i)      Bylaws of Monetary Management of Maryland, Inc. (Incorporated by reference to Exhibit 3.2
                    to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (y)(ii)     Amended and Restated Bylaws of Monetary Management of Maryland, Inc. (Incorporated by
                    reference to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (z)(i)      Bylaws of Monetary Management of New York, Inc. (Incorporated by reference to Exhibit 3.2
                    to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (aa)(i)     Bylaws of Pacific Ring Enterprises, Inc. (Incorporated by reference to Exhibit 3.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (bb)(i)     Bylaws of QTV Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
4.1                 Indenture, dated as of November 15, 1996, among the Company,
                    the Guarantors, and Fleet National Bank, as Trustee
                    (Incorporated by reference to Exhibit 4.1 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
4.2              Form of Notes (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
4.3                 A/B Exchange Registration Rights Agreement, dated as of
                    November 15, 1996, by and among the Company, the Guarantors,
                    and the Initial Purchasers (Incorporated by reference to
                    Exhibit 4.3 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)



                                       74
<PAGE>



(a)(3) Exhibits
  Exhibit No.                                      Description of Document

10.1                (a) Asset Purchase Agreement, dated January 9, 1995, by and
                    among the Company, Happy's Check Cashing, and Adrian Rubin
                    (Incorporated by reference to Exhibit 10.1(a) to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (b)         Amendment No. 1 to the Asset Purchase Agreement, dated February 20, 1995, by and among the
                    Company, Happy's Check Cashing, Chase Money Loan, Inc., and Adrian Rubin (Incorporated
                    by reference to Exhibit 10.1(b) to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
10.2             Purchase Agreement, dated July 28, 1995, by and among Monetary Management Corporation, NCCI
                    Corporation, Larry M. Senderhauf, E. Rick Safford, and Fred T. Kampo, Jr. (Incorporated
                    by reference to Exhibit 10.2 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
10.3                (a) Site License and Services Agreement, dated April 30,
                    1996, by and between the Company and The Southland
                    Corporation (Incorporated by reference to Exhibit 10.3(a) to
                    the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (b)            Asset Purchase Agreement, dated April 30, 1996, by and
                    between the Company and The Southland Corporation
                    (Incorporated by reference to Exhibit 10.3(b) to the
                    Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
10.4                Employment Agreement, dated as of November 13, 1998, between
                    the Company, DFG Holdings, Inc., and Jeffrey Weiss
                    (Incorporated by reference to Exhibit 10.4 to the
                    Registrant's Statement on Form 10Q (Registration #333-18221)
                    declared effective December 31, 1998)
10.5             Employment Agreement, dated as of December 18, 1998, between the Company, DFG Holdings,
                    Inc., and Donald F. Gayhardt (Incorporated by reference to Exhibit 10.5 to the
                    Registrant's Statement on Form 10Q (Registration #333-18221) declared effective December
                    31, 1998)
10.6*            Employment Agreement, dated as of July 21, 1997 between the Company, DFG Holdings, Inc.,
                    and Richard S. Dorfman
10.7                Amended and Restated Shareholders Agreement, dated August 8,
                    1996, among WPG Corporate Development Associates IV, L.P.,
                    WPG Corporate Development Associates IV (Overseas), L.P.,
                    the individual fund shareholders signatory thereto, the GHB
                    Charitable Trust #1, Jeffrey Weiss, Donald F. Gayhardt,
                    Pegasus Partners L.P., PAG Dollar Investors, the warrant
                    holders signatory thereto, General Electric Capital
                    Corporation, and DFG Holdings, Inc. (Incorporated by
                    reference to Exhibit 10.7 to the Registrant's Statement on
                    Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
10.8             Purchase Agreement, dated as of August 8, 1996, by and among the Company, DFG Holdings,
                    Inc., Any Kind Check Cashing Centers, Inc., the shareholders signatory thereto, U.S.
                    Check Exchange Limited Partnership, the limited partners signatory thereto, and George
                    H. Brimhall (Incorporated by reference to Exhibit 10.8 to the Registrant's Statement on
                    Form S-4 (Registration #333-18221) declared effective March 11, 1997)
10.9             Asset Purchase Agreement, dated August 28, 1996, by and among Financial Exchange Company of
                    Ohio, Inc., ABC Check Cashing, Inc., and the shareholder signatory thereto (Incorporated
                    by reference to Exhibit 10.9 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
10.10            Asset Purchase Agreement, dated as of October 22, 1996, by and among the Company,
                    Cash-N-Dash Check Cashing, Inc., and the shareholders signatory thereto (Incorporated by
                    reference to Exhibit 10.10 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
10.11            Stock Purchase Agreement, dated as of October 22, 1996, by and among the Company, Manor
                    Investment Co. Inc., and the shareholders signatory thereto (Incorporated by reference
                    to Exhibit 10.11 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)



                                       75
<PAGE>




(a)(3) Exhibits
  Exhibit No.                                      Description of Document

10.12            Amended and Restated Purchase Agreement, dated as of October 23, 1996, by and among Dollar
                    Financial Canada Ltd., DFG Holdings, Inc., National Money Mart, Inc., and the
                    shareholders signatory thereto (Incorporated by reference to Exhibit 10.12 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
10.13               Credit Agreement, dated as of December 18, 1998, among the
                    Company, DFG Holdings, Inc. the lenders from time to time
                    party thereto, Wells Fargo Bank, National Association, as
                    administrative agent, First Union Capital Markets and Wells
                    Fargo as arrangers, First Union National Bank, as
                    syndication agent, and U.S. Bank National Association, as
                    documentation agent (Incorporated by reference to Exhibit
                    10.13 to the Registrant's Statement on Form 10Q
                    (Registration #333-18221) declared effective December 31,
                    1998)
10.14            Purchase Agreement, dated as of March 31, 1997, among Dollar Financial Group, Inc., Dollar
                    Financial Canada, LTD., Canadian Capital Corporation, Dollar Ontario LTD. And Gus E.
                    Baril, Leslie A. Baril and the Baril Family Trust. The schedules to the Purchase
                    Agreement and the exhibits thereto have been omitted. The Company will furnish
                    supplementally to the Commission any of the schedules or exhibits upon request
10.15            DFG Holdings, Inc. Stock Incentive Plan
10.16            Termination Agreement, dated June 30, 1997 re: Donald F. Gayhardt, Jr.
10.17            Pledge and Security Agreement, dated as of December 18, 1998, among the Company, Wells
                    Fargo Bank, National Association, as administrative agent
                    for itself and the Lenders under the Credit Agreement
                    (Incorporated by reference to Exhibit 10.17 to the
                    Registrant's Statement on Form 10Q (Registration #333-18221)
                    declared effective December 31, 1998)
10.18            Subordination Agreement, dated as of December 18, 1998, among the Company, DFG Holdings,
                    Inc., and Wells Fargo Bank, National Association, as administrative agent for itself and
                    the Lenders under the Credit Agreement (Incorporated by reference to Exhibit 10.18 to
                    the Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                    December 31, 1998)
10.19               Supplemental Security Agreement (Trademarks), dated as of
                    December 18, 1998, among the Company and Wells Fargo Bank,
                    National Association, as administrative agent for itself and
                    the Lenders under the Credit Agreement (Incorporated by
                    reference to Exhibit 10.19 to the Registrant's Statement on
                    Form 10Q (Registration #333-18221) declared effective
                    December 31, 1998)
10.20            Purchase Agreement, dated as of December 18, 1998, among the Company, GS Mezzanine
                    Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P.
                    Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., and Ares Leveraged
                    Investment Fund II, L.P., relating the the $20,000,000 aggregate principal amount of 10
                    7/8% Senior Subordinated Notes Due 2006 (Incorporated by reference to Exhibit 10.20 to
                    the Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                    December 31, 1998)
10.21            Exchange and Registration Rights Agreement, dated as of December 18, 1998, among the
                    Company, GS Mezzanine Partners, L.P., GS Mezzanine Partners, L.P., GS Mezzanine Partners
                    Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares
                    Leveraged Investment Fund, L.P., and Ares Leveraged Investment Fund II, L.P., relating
                    to the $20,000,000 aggregate principal amount of 10 7/8% Senior Subordinated Notes Due
                    2006 (Incorporated by reference to Exhibit 10.21 to the Registrant's Statement on Form
                    10Q (Registration #333-18221) declared effective December 31, 1998)
10.22            Secured Note, dated December 18, 1998, made by Jeffrey Weiss in favor of the Company
                    (Incorporated by reference to Exhibit 10.22 to the Registrant's Statement on Form 10Q
                    (Registration #333-18221) declared effective December 31, 1998)
10.23            Pledge Agreement, dated December 18, 1998, between the Company and Jeffrey Weiss
                    (Incorporated by reference to Exhibit 10.23 to the Registrant's Statement on Form 10Q
                    (Registration #333-18221) declared effective December 31, 1998)
10.24            Agreement for the sale and purchase of shares of Instant Cash Loans, LTD. dated February
                    10, 1999 with Dollar Financial Group, Inc., DFG Acquisition, LTD., Henry Hallam, Rachel
                    Hallam and shareholders signatory thereto (Incorporated by reference to Exhibit 10.24 of
                    the Registrant's Form 8K/A filed April 26, 1999, declared effective February 25, 1999)

                                       76
<PAGE>

(a)(3) Exhibits
  Exhibit No.                                      Description of Document

10.25               Purchase Agreement dated February 17, 1999 by and among
                    National Money Mart Company (a subsidiary of Dollar
                    Financial Group, Inc.), King Mortgage LTD. and Denis Wilner
                    to purchase the remaining 86.5% partnership interest in
                    Calgary Money Mart Partnership (Incorporated by reference to
                    Exhibit 10.25 of the Registrant's Form 8K/A filed April 26,
                    1999, declared effective February 25, 1999)
10.26               Agreement for the sale and purchase of shares in Cash A
                    Cheque Holdings Great Britain Limited between Luke Johnson
                    and others, Dollar Financial UK Limited and Dollar Financial
                    Group, Inc. (Incorporated by referenced to Exhibit 10.26 of
                    the Registrant's Form 8K/A filed September 20, 1999,
                    declared effective July 22, 1999)
10.27               Agreement for the sale and purchase of shares in Cash
                    Centres Corporation Limited between Edward Ford and others,
                    Dollar Financial UK Limited and Dollar Financial Group, Inc.
                    (Incorporated by reference to Exhibit 10.27 of the
                    Registrant's Form 8K/A filed February 28, 2000, declared
                    effective December 30, 1999)
10.28            Amended and Restated Nonexclusive Servicing and Indemnification Agreement between County
                    Bank and Dollar Financial Group, Inc.**
21.1             Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the
                    Registrant's Statement on Form 10Q (Registration #333-18221) declared effective December
                    31, 1998)
99.1             Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Title 18,
                    United States Code, Section 1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.
</TABLE>

                                       77
<PAGE>












<PAGE>



*      Management contracts or compensatory plans or arrangements required to be
       filed as exhibits to this Form 10-K by Item 601 of Regulation S-K.
**     Confidential treatment has been requested for certain confidential
       portions of this exhibit; these confidential portions have been omitted
       from this exhibit and filed separately with the Securities and Exchange
       Commission.

(b) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts






                                       78
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant named below has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Berwyn, Commonwealth of Pennsylvania on September 30, 2002.


                                       DOLLAR FINANCIAL GROUP, INC.

                                       By:    /s/ DONALD GAYHARDT
                                       -----------------------------------------
                                       Donald Gayhardt
                                       President and Chief Financial Officer


<TABLE>

                          DOLLAR FINANCIAL GROUP, INC.

             Signature                                    Title                                Date


<S>                                   <C>                                                <C>
        /s/ JEFFREY A. WEISS         Chairman of the Board of Directors                 September 30, 2002
-------------------------------------    and Chief Executive Officer
          Jeffrey A. Weiss              (principal executive officer)



       /s/ DONALD GAYHARDT           President and Chief Financial Officer              September 30, 2002
-------------------------------------(principal financial and accounting  officer)
          Donald Gayhardt
</TABLE>

                                       79
<PAGE>











                        DOLLAR FINANCIAL GROUP, INC. (a)

                 Schedule II - Valuation and Qualifying Accounts
<TABLE>

                                                                 Additions
                                              ----------------------------------------------

                                 Balance          Charged
                                   at            to costs     Foreign           Charged
                                beginning           and       currency          to other                           Balance at
        Description             of period        expenses     translation        accounts         Deductions      end of period
  -------------------------    ------------    -------------- -----------    ----------------    ------------    ---------------

<S>                              <C>              <C>         <C>                  <C>              <C>             <C>
  Year ended June 30, 2002:
    Loan loss provision           $ 600           $2,244       $   18               $    -           $     -           $  2,862


(a)  This schedule should be read in conjunction with the Company's audited
     consolidated financial statements and related notes thereto.
</TABLE>

                                       80
<PAGE>