UNITED STATES 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, 2004

                                       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
             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: [X]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

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,  Dollar  Financial Corp. See
"Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities".

                                       1
<PAGE>
                   (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 August 31,
2004, 100 shares of the  registrant's  common stock,  par value $1.00 per share,
were  outstanding.  As of August 31, 2004 19,864.87  shares of common stock, par
value $0.01 per share,  of our parent  company,  Dollar  Financial  Corp.,  were
outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

         N/A




                                       2
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                                Table of Contents

                            2004 Report on Form 10-K



<TABLE>
                                     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, Related Stockholder Matters
              and Issuer Purchases of Equity Securities.............................................    23
Item 6.   Selected Financial Data...................................................................    23
Item 7.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations.................................................................    26
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk................................    36
Item 8.   Financial Statements and Supplementary Data...............................................    38
Item 9.   Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..................................................................    70
Item 9A.  Controls and Procedures...................................................................    70
Item 9B.  Other Information.........................................................................    70

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant........................................    70
Item 11.  Executive Compensation....................................................................    73
Item 12.  Security Ownership of Certain Beneficial Owners and Management............................    77
Item 13.  Certain Relationships and Related Transactions............................................    79
Item 14.  Principal Accountant Fees and Services....................................................    81


                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................    82

Signatures..........................................................................................    89
</TABLE>


                                       3
<PAGE>
Item 1. BUSINESS

General

     We  are  a  leading   international   financial  services  company  serving
under-banked  consumers.  Our customers are typically  lower- and  middle-income
working-class  individuals who require basic financial services but, for reasons
of  convenience  and  accessibility,  purchase  some or all of  their  financial
services from us rather than banks and other  financial  institutions.  To serve
this market, we have a network of 1,110 stores,  including 638  company-operated
stores, in 16 states,  the District of Columbia,  Canada and the United Kingdom.
We provide a diverse range of consumer financial products and services primarily
consisting of check cashing,  short-term  consumer loans, money orders and money
transfers.  Our store network represents the second-largest  network of its kind
in the United  States and the largest  network of its kind in each of Canada and
the United Kingdom.

     We are a New  York  corporation  formed  in 1979.  We are the  wholly-owned
subsidiary of Dollar  Financial  Corp., a Delaware  corporation  incorporated in
April  1990.  We operate  our store  network  through  our  direct and  indirect
wholly-owned foreign and domestic subsidiaries.

     Our network  includes the following  platforms for delivering our financial
services to the consumer in our core markets:

     United States

          We operate a total of 319 stores,  with 231  operating  under the name
     "Money  Mart(R)" and 88 operating  under the name "Loan Mart(R)." The Money
     Mart  stores  typically  offer our full  range of  products  and  services,
     including check cashing and short-term consumer loans. The Loan Mart stores
     offer short-term consumer loans and other ancillary services depending upon
     location.  By offering  short-term  lending services,  we hope to attract a
     customer  who  might  not  use  check  cashing   services.   We  also  have
     relationships with 458 document transmitter locations,  such as independent
     mail stores and insurance  offices,  which assist in completing  short-term
     consumer loans we market through a direct-to-consumer lending operation.

          Our U.S.  business had revenues of $109.9  million for fiscal 2004 and
     $110.5 for fiscal 2003.

     Canada

          There  are 311  stores  in our  Canadian  network,  of  which  194 are
     operated by us and 117 are  operated by  franchisees.  All stores in Canada
     are operated  under the name "Money Mart" except  locations in the Province
     of Quebec.  The stores in Canada typically offer check cashing,  short-term
     consumer loans and other ancillary products and services.

          Our Canadian  business had revenues of  $(USD)84.8  million for fiscal
     2004 and $(USD)67.0 for fiscal 2003.

     United Kingdom

          There are 480 stores in our U.K. network, of which 125 are operated by
     us and 355 are operated by  franchisees.  All stores in the United  Kingdom
     (with the exception of certain franchises  operating under the name "Cash A
     Cheque") are operated under the name "Money Shop." The stores in the United
     Kingdom typically offer check cashing,  short-term consumer loans and other
     ancillary products and services.

          Our U.K.  business had revenues of $(USD)51.8  million for fiscal 2004
     for $(USD)41.9 for fiscal 2003.

          We have 472  franchised  locations  in Canada and the United  Kingdom.
     These  franchised  locations  offer many of the same  products and services
     offered by  company-operated  stores using the same associated trade names,
     trademarks  and service marks within the  standards and  guidelines we have
     established. Total franchise revenues were $6.3 million for fiscal 2003 and
     $7.5  million for the fiscal year June 30,  2004.  We also use  independent
     third-party  businesses such as mail stores and insurance offices, which we
     refer  to as  document  transmitters,  to  assist  in the  transmission  of
     short-term consumer loan applications.

                                       4
<PAGE>
     Our customers,  many of whom receive  income on an irregular  basis or from
multiple employers, are drawn to our convenient neighborhood locations, extended
operating hours and high-quality  customer  service.  Our products and services,
principally  our check cashing and  short-term  consumer  loan program,  provide
immediate access to cash for living expenses or other needs. We principally cash
payroll checks,  although our stores also cash government benefit,  personal and
income-tax-refund  checks. During fiscal 2004, we cashed 8.4 million checks with
a total  face  amount of $3.2  billion  and an average  face  amount of $376 per
check.  Acting both as a servicer  and as a direct  lender,  we  originated  3.0
million short-term consumer loans with an average principal amount of $288 and a
weighted average term of approximately 14 days In addition, we acted as a direct
lender originating 4,675 longer-term installment loans with an average principal
of $845 and a weighted average term of approximately 365 days. We also strive to
provide our customers with  high-value  ancillary  services,  including  Western
Union money  order and money  transfer  products,  electronic  tax filing,  bill
payment, foreign currency exchange, photo ID and prepaid local and long-distance
phone services.

Industry Overview

     We operate in a sector of the financial  services  industry that serves the
basic  need  of  lower-  and  middle-income  working-class  individuals  to have
convenient  access to cash. This need is primarily  evidenced by consumer demand
for check cashing and short-term loans, and consumers who use these services are
often underserved by banks and other financial institutions.

     Lower- and  middle-income  individuals  represent  the largest  part of the
population in each country in which we operate.  Many of these  individuals work
in the service sector,  which in the U.S. is one of the fastest growing segments
of the workforce.

     However,  many of these individuals,  particularly in the United States, do
not maintain regular banking  relationships.  They use services  provided by our
industry for a variety of reasons, including that they often:

     o    do not have sufficient assets to meet minimum balance  requirements or
          to achieve the benefits of savings with banks;

     o    do not write enough checks to make a bank account beneficial;

     o    need to access financial services outside of normal banking hours;

     o    desire not to pay fees for banking services that they do not use;

     o    require immediate access to cash from their paychecks; and

     o    may have a dislike or distrust of banks.

     In addition to check cashing services,  under-banked consumers also require
short-term loans that provide cash for living and other expenses.  They also may
not be able to or want to obtain loans from banks as a result of:

     o    their immediate need for cash;

     o    irregular receipt of payments from their employers;

     o    their desire for convenience and customer service; and

     o    the  unavailability  of bank  loans in small  denominations  for short
          terms.

     Despite the demand for basic financial services, access to banks has become
more  difficult  over time for many  consumers.  Many banks have chosen to close
their less profitable or lower-traffic locations. Typically, these closings have
occurred in lower-income neighborhoods where the branches have failed to attract
a  sufficient  base of  customer  deposits.  This  trend has  resulted  in fewer
convenient alternatives for basic financial services in many neighborhoods. Many
banks have also reduced or eliminated some services that under-banked  consumers
need.

     As a result of these trends,  a significant  number of retailers have begun
to offer  financial  services  to  lower-  and  middle-income  individuals.  The
providers of these services are  fragmented,  and range from  specialty  finance
offices to retail stores in other industries that offer ancillary services.

                                       5
<PAGE>
     We believe that the under-banked consumer market will continue to grow as a
result  of a  diminishing  supply  of  competing  banking  services  as  well as
underlying  demographic  trends.  These  demographic  trends  include an overall
increase in the population and an increase in the number of service-sector  jobs
as a percentage of the total workforce.

     The  demographics  of  the  typical  customers  for  non-banking  financial
services  vary  slightly  in each of the  markets in which we  operate,  but the
trends  driving the industry are generally  the same.  In addition,  the type of
store and  services  that  appeal to  customers  in each  market  vary  based on
cultural,  social,  geographic and other factors.  Finally,  the  composition of
providers of these  services in each market  results in part from the historical
development and regulatory environment in that market.

Growth Opportunities

     We believe that significant  opportunities for growth exist in our industry
as a result of:

     o    growth of the service-sector workforce;

     o    failure of commercial banks and other  traditional  financial  service
          providers to address  adequately the needs of lower- and middle-income
          individuals; and

     o    trends favoring larger operators in the industry.

     We  believe  that,  as the  lower-  and  middle-income  population  segment
increases,  and as trends within the retail  banking  industry make banking less
accessible  to these  consumers,  the  industry  in which we operate  will see a
significant increase in demand for their products and services.  We also believe
that the  industry  will  continue  to  consolidate  as a result  of a number of
factors, including:

     o    economies of scale available to larger operators;

     o    use of technology to serve customers better and to control large store
          networks;

     o    inability  of smaller  operators  to form the  alliances  necessary to
          deliver new products; and

     o    increased licensing and regulatory burdens.

     This  consolidation  process  should  provide us, as operator of one of the
largest store networks, with opportunities for continued growth.

Competitive Strengths

     We believe that the following  competitive  strengths  position us well for
continued growth:

     Leading  position  in core  markets.  We have a  leading  position  in core
markets, operating 319 stores in the United States, 194 stores in Canada and 125
stores  in the  United  Kingdom  as of June 30,  2004.  We have  117  franchised
locations  in  Canada  and  355  franchised  locations  in the  United  Kingdom.
Highlights  of our  competitive  position  in these  core  markets  include  the
following:

     o    Our  domestic  network is focused  in rapidly  growing  markets in the
          western  United  States,  where we believe we have held leading market
          positions for over 10 years.

     o    We believe that we are the industry leader in Canada, and that we hold
          a  dominant  market  share  with a store in almost  every  city with a
          population  of over 50,000.  Based on a public  opinion study of three
          major  metropolitan  markets  in  English  speaking  Canada,  we  have
          achieved brand awareness of 85%.

     o    We are the  largest  check  cashing  company  in the  United  Kingdom,
          comprising  nearly  25% of the  market  measured  by number of stores,
          although  we  believe  that we  account  for 40% of all check  cashing
          transactions performed at check cashing stores.

                                       6
<PAGE>
     High-quality  Customer Service.  We adhere to a strict set of market survey
and location  guidelines  when selecting store sites in order to ensure that our
stores are placed in desirable locations near our customers. We believe that our
customers  appreciate  this  convenience,  as well as the  flexible and extended
operating  hours that we typically  offer,  which are often more compatible with
our customers' work schedules. We provide our customers with a clean, attractive
and secure environment in which to transact their business.  We believe that our
friendly and courteous  customer service at both the store level and through our
centralized support centers is a competitive advantage.


     Diversified  Product and  Geographic  Mix. Our stores offer a wide range of
consumer financial products and services to meet the demands of their respective
locales,  including check cashing,  short-term  consumer loans, money orders and
money transfers.  We also provide  high-value  ancillary  products and services,
including electronic tax filing, bill payment,  foreign currency exchange, photo
ID and prepaid local and  long-distance  phone  services.  For fiscal 2004,  the
revenue  contribution  by our check cashing  operations was 47.6%,  our consumer
lending  operations  was 39.1% and our other  financial  services was 13.3%.  In
addition  to  our  product   diversification,   our   business  is   diversified
geographically.  For fiscal 2004,  our U.S.  operations  generated  44.6% of our
total revenue,  our Canadian operations generated 34.4% of our total revenue and
our U.K. operations generated 21.0% of total revenue. Our product and geographic
mix provides a diverse stream of revenue growth opportunities.

     Diversification  and  Management  of Credit Risk.  Our revenue is generated
through a high volume of small dollar financial transactions,  and therefore our
exposure to loss from a single customer transaction is minimal. In addition,  we
actively  manage our customer  risk profile and  collection  efforts in order to
maximize our  consumer  lending and check  cashing  revenues  while  maintaining
losses within a targeted range. We have instituted  control mechanisms that have
been effective in managing risk.  Such  mechanisms,  among others,  includes the
daily  monitoring of initial return rates on our consumer loan  portfolio.  As a
result, we believe that we are unlikely to sustain a material credit loss from a
single transaction or series of transactions. We have experienced relatively low
net write-offs as a percentage of the face amount of checks  cashed.  For fiscal
2004, in our check cashing business,  net write-offs as a percentage of the face
amount of checks  cashed were 0.2%.  For the same period,  with respect to loans
funded directly by us, net write-offs as a percentage of originations were 1.8%.

    Management Expertise.  We have a highly experienced and motivated management
team at both the corporate and operational  levels.  Our senior  management team
has extensive  experience in the financial services  industry.  Our Chairman and
Chief Executive,  Jeffrey Weiss,  and our President  Donald Gayhardt,  have been
with us since  1990 and  have  demonstrated  the  ability  to grow our  business
through their operational leadership,  strategic vision and experience in making
selected  acquisitions.  Since 1990, Mr. Weiss and Mr. Gayhardt have assisted us
in  completing  31  acquisitions  that  added 418  company-operated  stores.  In
addition,  the management team is highly motivated to ensure continued  business
success,  as they collectively own  approximately  16.9% of our parent company's
common stock.

Business Strategy

     Our  business  strategy  is  designed  to  capitalize  on  our  competitive
strengths and enhance our leading market positions. Key elements of our strategy
include:

     Capitalizing  on Our  Enhanced  Network and System  Capabilities.  With our
network of 1,110  stores,  we are well  positioned to capitalize on economies of
scale.  Our centralized  core support  functions,  including  collections,  call
center, field operations and service,  loan processing and tax filing, enable us
to generate  efficiencies by improving collections and purchasing power with our
vendors.  Our  proprietary  systems  are used to further  improve  our  customer
relations  and  loan  servicing  activities,  as well  as to  provide  a  highly
efficient means to manage our internal as well as regulatory compliance efforts.
We plan to continue to take advantage of these  efficiencies  to enhance network
and store-level profitability.

     Growing Through  Disciplined  Network  Expansion.  We intend to continue to
grow our network  through  the  addition  of new stores and  franchisees,  while
adhering to a disciplined selection process. In order to optimize our expansion,
we carefully assess potential markets by analyzing demographic,  competitive and
regulatory  factors,  site selection and availability and growth  potential.  We
seek  to  add  locations  that  offer  check  cashing,  consumer  lending  or  a
combination   of   both.   In   addition,   we  will   continue   to  grow   our
direct-to-consumer  lending services that enable us to access a broader customer
base without the capital expense of adding company stores.

                                       7
<PAGE>
     Maintaining our  Customer-driven  Retail Philosophy.  We strive to maintain
our  customer-service-oriented  approach  and meet the basic  financial  service
needs of our  working,  lower-  and  middle-income  customers.  We  believe  our
approach  differentiates  us from many of our  competitors and is a key tenet of
our employee  training  programs.  We offer extended  operating  hours in clean,
attractive  and secure store  locations to enhance  appeal and  stimulate  store
traffic.  In certain markets, we operate stores that are open 24 hours a day. To
ensure customer satisfaction,  we periodically send anonymous market researchers
posing as shoppers to our U.S. stores to measure customer  service  performance.
We plan to  continue  to develop  ways to  improve  our  performance,  including
incentive programs to reward employees for exceptional customer service.

    Introducing  Related Products and Services.  We offer our customers multiple
financial products and services.  We believe that our check cashing and consumer
lending  customers  enjoy the  convenience  of other  high  value  products  and
services  offered by us. These  products and  services  enable our  customers to
manage their personal finances more effectively. For example, in fiscal 2003, we
introduced  reloadable  debit cards and customer loyalty programs in many of our
stores.  We also  offered  new  tax-based  products to our  Canadian  customers,
providing  qualified  individuals  with cash advances  against  anticipated  tax
refunds. We intend to continue to innovate and develop new products and services
for our customers.

    Expansion of Our Franchising  Strategy. We intend to expand the reach of our
business  and our  network  through an  extension  of our  existing  franchising
strategy. In Canada and the United Kingdom, we have developed our leading market
positions in part through the use of a  franchising  strategy that allowed us to
expand without incurring additional capital  expenditures.  As of June 30, 2004,
we had 117 franchised  locations in Canada and 355  franchised  locations in the
United Kingdom.

Customers

     Our core customer group  generally  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 to wait for checks to clear
through the commercial banking system. We believe that many of our customers use
our check  cashing  and  short-term  lending  services  in order to access  cash
immediately  without having to maintain a minimum balance in a checking  account
and to borrow money to fund living  expenses  and other  needs.  We believe that
consumers value our affordability  and attention to customer service,  and their
choice of financial  service provider is influenced by our convenient  locations
and extended operating hours.

U.S. Customers

     Based on our operating  experience  and  information  provided to us by our
customers,  we believe that our core domestic  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.  We believe that
many of our customers are workers or independent contractors who receive payment
on an  irregular  basis and  generally in the form of a check.  In addition,  we
believe  that  although  approximately  49% of our U.S.  customers  do have bank
accounts,  these  customers  use  check  cashing  stores  because  they find the
locations and extended  business hours more  convenient  than those of banks and
because they value the ability to receive cash immediately,  without waiting for
a check to clear.

     Our operating experience and customer data also suggest that our short-term
consumer loan  customers are mainly  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  between  $25,000 and $50,000 with 25.4%
greater  than  $50,000.  The  survey  also found  that  these  customers  choose
short-term  consumer  loans  because of easy and fast  approval  and  convenient
location.  Unlike many of our check cashing customers,  short-term consumer loan
customers  have a bank account but experience  temporary  shortages in cash from
time to time.

Canadian Customers

     Based on recent market research  surveys,  we believe that the demographics
of our  Canadian  customers  are  somewhat  different  from  those  of our  U.S.
customers. Our typical Canadian check cashing customer is approximately 32 years

                                       8
<PAGE>
old, employed in the trades/labor sector and earning $(USD)28,000  annually. Our
typical Canadian short-term loan customer is 25 to 44 years old, employed in the
services  sector and earning  $(USD)35,000  annually.  Approximately  60% of our
Canadian  customers  are male and 40% are  female.  In  contrast  to the  United
States,  66% of our Canadian check cashing  customers  have bank  accounts.  Our
research shows that these customers  continue to use our services because of our
fast and courteous service,  the stores' extended operating hours and convenient
locations.

U.K. Customers

     Recent  market  research  conducted on our behalf and our own customer data
have  shown  that  89%  of  our  U.K.   customers   have  annual  incomes  below
$(USD)30,000,  and 58% are under the age of 35.  According  to market  research,
approximately 85% of our customer base is employed,  with equal numbers of males
and females.  While 80% of our U.K. customers have bank accounts,  they report a
high level of  dissatisfaction  with their  current  bank  relationship.  Market
research indicated customer service  satisfaction  levels for our U.K. customers
above 95%  compared  with 50% to 65%  satisfaction  for the major  banks.  Staff
friendliness and face-to-face contact are key drivers of customer  satisfaction.
The need for immediate cash is the number one reason for using our services.

Products and Services

     Customers typically use our stores to cash checks (payroll,  government and
personal),  obtain  short-term  consumer  loans  and  use  one  or  more  of the
additional  financial  services  available at most locations  including  Western
Union money  order and money  transfer  products,  electronic  tax filing,  bill
payment, foreign currency exchange, photo ID and prepaid local and long-distance
phone services.

Check Cashing

     Customers  may cash all types of checks  at our  check  cashing  locations,
including payroll checks, government checks and personal checks. In exchange for
a verified  check,  customers  receive cash  immediately and do not have to wait
several days for the check to clear.  Before we  distribute  any cash, we verify
both the customer's  identification and the validity of the check  (occasionally
using  multiple  sources) as required by our standard  verification  procedures.
Customers  are charged a fee for this service  (typically a small  percentage of
the face value of the check).  The fee varies  depending on the size and type of
check cashed as well as the customer's check cashing history at our stores.  For
fiscal 2004, check cashing fees averaged  approximately  3.70% of the face value
of checks cashed.

     The following  chart  presents  summaries of revenue from our check cashing
operations, broken down by consolidated operations, U.S. operations and Canadian
and U.K. operations for the periods indicated below:

<TABLE>
                                                                     Year ended June 30,
<S>                                     <C>              <C>               <C>             <C>             <C>
                                    --------------------------------------------------------------------------------------
                                           2000              2001             2002             2003            2004
                                    --------------------------------------------------------------------------------------
Consolidated operations:
Face amount of checks cashed.......     $2,743,765,000   $3,046,705,000    $2,969,455,000  $2,938,950,000  $3,169,350,000
Number of checks cashed............          8,204,528        9,001,635         8,689,819       8,568,944       8,427,990
Average face amount per check......            $334.42          $338.46           $341.72         $342.98         $376.05
Average fee per check..............             $11.87           $11.74            $12.06          $12.65          $13.93
Average fee as a % of face amount..              3.55%            3.47%             3.53%           3.69%           3.70%

U.S. operations:
Face amount of checks cashed.......     $1,712,912,000   $1,728,504,000    $1,636,967,000  $1,384,958,000  $1,349,956,000
Number of checks cashed............          4,654,747        4,485,393         4,317,534       3,855,664       3,621,174
Average face amount per check......            $367.99          $385.36           $379.14         $359.20         $372.80
Average fee per check..............             $12.17           $12.19            $12.41          $12.75          $13.18
Average fee as a % of face amount..              3.31%            3.16%             3.27%           3.55%           3.54%
</TABLE>

                                       9
<PAGE>


<TABLE>
                                                                     Year ended June 30,
<S>                                     <C>              <C>               <C>             <C>             <C>
                                    --------------------------------------------------------------------------------------
Canadian and U.K. operations:              2000              2001             2002             2003            2004
                                    --------------------------------------------------------------------------------------
Face amount of checks cashed.......     $1,030,853,000   $1,318,201,000    $1,332,488,000  $1,553,992,000  $1,819,394,000
Number of checks cashed............          3,549,781        4,516,242         4,372,285       4,713,280       4,806,816
Average face amount per check......            $290.40          $291.88           $304.76         $329.71         $378.50
Average fee per check..............             $11.47           $11.30            $11.71          $12.58          $14.50
Average fee as a % of face amount..              3.95%            3.87%             3.84%           3.82%           3.83%
</TABLE>


     If a check cashed by us is not paid for any reason, we record the full face
value of the check as a loss in the period when the check was  returned  unpaid.
We then send the check to our internal collections  department,  or occasionally
directly to the store,  for collection.  Our employees  contact the maker and/or
payee of each returned check. In certain circumstances, we will take appropriate
legal action.  Recoveries on returned  items are credited in the period when the
recovery is received.  During fiscal 2004, we collected  73.6% of the face value
of returned checks.

     The following  chart presents  summaries of our returned check  experience,
broken down by consolidated  operations,  U.S.  operations and Canadian and U.K.
operations for the periods indicated below:

<TABLE>
                                                                       Year ended June 30,
<S>                                           <C>             <C>             <C>           <C>             <C>
                                           -----------------------------------------------------------------------------
                                                2000           2001            2002           2003           2004
                                           -----------------------------------------------------------------------------
Consolidated operations:
Face amount of returned checks............    $22,870,000     $27,938,000     $27,874,000   $26,164,000     $29,061,000
Collections on returned checks............     17,100,000      19,752,000      20,812,000    19,426,000      21,399,000
Net write-offs of returned checks.........      5,770,000       8,186,000       7,062,000     6,738,000       7,662,000
Collections  as a  percentage  of returned
   checks.................................          74.7%           70.7%           74.7%         74.2%           73.6%
Net write-offs as a percentage of check
   cashing revenues.......................           5.9%            7.7%            6.7%          6.2%            6.5%
Net  write-offs  as a  percentage  of face
   amount of checks cashed................          0.21%           0.27%           0.24%         0.22%           0.24%

U.S. operations:
Face amount of returned checks............    $12,023,000     $14,519,000     $15,411,000   $12,046,000     $13,761,000
Collections on returned checks............      7,811,000       8,872,000      10,560,000     8,335,000      10,285,000
Net write-offs of returned checks.........      4,212,000       5,647,000       4,851,000     3,711,000       3,476,000
Collections  as a  percentage  of returned
   checks.................................          65.0%           61.1%           68.5%         69.2%           74.7%
Net write-offs as a percentage of check
   cashing revenues.......................           7.4%           10.3%            9.1%          7.6%            7.3%
Net  write-offs  as a  percentage  of face
   amount of checks cashed................          0.25%           0.33%           0.30%         0.25%           0.26%

Canadian and U.K. operations:
Face amount of returned checks............    $10,847,000     $13,419,000     $12,463,000   $14,118,000     $15,300,000
Collections on returned checks............      9,289,000      10,880,000      10,252,000    11,091,000      11,114,000
Net write-offs of returned checks.........      1,558,000       2,539,000       2,211,000     3,027,000       4,186,000
Collections  as a  percentage  of returned
   checks.................................          85.6%           81.1%           82.3%         78.6%           72.6%
Net write-offs as a percentage of check
   cashing revenues.......................           3.8%            5.0%            4.3%          5.1%            6.0%
Net  write-offs  as a  percentage  of face
   amount of checks cashed................          0.15%           0.19%           0.17%         0.20%           0.23%
</TABLE>

Consumer Lending

     We originate  short-term  loans on behalf of two domestic banks and for our
own account.

     The  short-term  consumer  loans we originate  are commonly  referred to as
"payday" or "deferred deposit" loans. In a payday-loan transaction,  at the time
the funds are advanced to the borrower,  the borrower  signs a note and provides
the lender with a  post-dated  check or a written  authorization  to initiate an
automated  clearinghouse  charge to the borrower's checking account for the loan

                                       10
<PAGE>
principal plus a finance charge; on the due date of the loan (which is generally
set at a date on or near the  borrower's  next  payday),  the check or automated
clearinghouse debit is presented for payment.

     Since  June 13,  2002,  we have  acted as a  servicer  for  County  Bank of
Rehoboth Beach, Delaware and since October 18, 2002, for First Bank of Delaware.
On behalf of these banks, we market unsecured short-term loans to customers with
established bank accounts and verifiable  sources of income.  Loans are made for
amounts up to $700, with terms of 7 to 23 days.  Under these  programs,  we earn
servicing fees, which may be reduced if the related loans are not collected.  We
maintain a reserve for estimated reductions.  In addition, we maintain a reserve
for  anticipated  losses for loans we make  directly.  In order to estimate  the
appropriate level of these reserves, we consider the amount of outstanding loans
owed to us, as well as loans owed to banks and  serviced  by us, the  historical
loans charged-off,  current collection  patterns and current economic trends. As
these  conditions  change,  additional  allowances  might be  required in future
periods.  During fiscal 2004,  County Bank originated or extended  approximately
$136.2 million of loans through our locations and document  transmitters.  First
Bank  originated or extended  approximately  $249.1  million of loans through us
during this period.  County Bank  originated  or extended  approximately  $277.9
million of loans  through us during  fiscal  2003 and First Bank  originated  or
extended approximately $92.5 million of loans through us for the same period.

     We also originate unsecured short-term loans to customers on our own behalf
in Canada, the United Kingdom and certain U.S. markets.  We bear the entire risk
of loss related to these loans.  In the United States,  these loans are made for
amounts up to $500,  with terms of 7 to 37 days. In Canada,  loans are issued to
qualified borrowers based on a percentage of the borrowers' income with terms of
1 to 35 days. We issue loans in the United Kingdom for up to (pound)600,  with a
term of 28 days. We originated or extended  approximately  $491.4 million of the
short-term consumer loans through our locations and document transmitters during
fiscal 2004 and approximately  $428.7 million through our locations and document
transmitters  during 2003.  In addition,  beginning in fiscal 2003 we acted as a
direct lender  originating 1,402  longer-term  installment loans with an average
principal of $793 and a weighted  average  term of  approximately  365 days.  In
fiscal 2004, we originated 4,675  longer-term  installment loans with an average
principal amount of $845 and a weighted average term of approximately  365 days.
We originated or extended  installment loans through our locations in the United
Kingdom of approximately  $1.1 million in fiscal 2003 and $3.9 million in fiscal
2004 and  introduced  this product in certain U.S. and Canadian  markets late in
fiscal 2004.

     We had  approximately  $29.1 million of consumer loans on our balance sheet
at June 30, 2004 and approximately $21.4 million on June 30, 2003. These amounts
are reflected in total loans receivable.  Loans receivable, net at June 30, 2004
are reported net of a reserve of $2.3 million related to consumer lending. Loans
receivable  at June 30,  2003 are  reported  net of a  reserve  of $1.3  million
related to consumer lending.

     The   following   table   presents  a  summary  of  our  consumer   lending
originations,  which  includes loan  extensions,  and revenues for the following
periods (dollars in thousands):



                                       11
<PAGE>
<TABLE>
                                                                           Year ended June 30,
<S>                                                            <C>           <C>           <C>
                                                               --------------------------------------------
                                                                   2002          2003           2004
                                                               --------------------------------------------
                                                                             (in thousands)
U.S. company funded consumer loan originations(1)............. $      19,723 $      81,085 $        65,868
Canadian company funded consumer loan originations(2).........       188,632       248,149         309,016
U.K. company funded consumer loan originations(2).............        76,344        99,499         116,532
                                                               --------------------------------------------
Total company funded consumer loan originations............... $     284,699 $     428,733 $       491,416
                                                               ============================================

Servicing revenues, net....................................... $      44,765 $      41,175 $        47,144
U.S. company funded consumer loan revenues....................         3,545        14,137           9,873
Canadian company funded consumer loan revenues................        16,280        22,492          31,479
U.K. company funded consumer loan revenues....................        10,763        13,725          17,750
Provision for loan losses on company funded loans.............        (5,554)       (9,967)         (9,928)
                                                               --------------------------------------------
Total consumer lending revenues, net.......................... $      69,799 $      81,562 $        96,318


Gross charge-offs of company funded consumer loans............ $      23,684 $      42,497 $        45,074
Recoveries of company funded consumer loans...................        18,130        32,105          36,102
                                                               --------------------------------------------
Net charge-offs on company funded consumer loans.............. $       5,554 $      10,392 $         8,972
                                                               ============================================

Gross charge-offs of company funded consumer loans as a
   percentage of total company funded consumer loan
   originations...............................................          8.4%          9.9%            9.2%
Recoveries of company funded consumer loans as a
   percentage of total company funded consumer loan
   originations...............................................          6.4%          7.5%            7.4%
Net charge-offs on company funded consumer loans as a
   percentage of total company funded consumer loan
   originations...............................................          2.0%          2.4%            1.8%
</TABLE>

     (1)Our  company-operated  stores in the  United  States  originate  company
funded and bank funded short-term consumer loans. Document transmitter locations
in the United States originate only bank funded loans.

     (2)All  consumer  loans  originated  in Canada and the United  Kingdom  are
company funded.

     Following are the number of company-operated U.S. stores at each period end
that originate company funded and bank funded loans.

<TABLE>
                                                                            Year ended June 30,
<S>                                                               <C>            <C>             <C>
                                                                 ------------------------------------------
                                                                    2002          2003            2004
                                                                 ------------ -------------- --------------
U.S. stores originating company funded loans.................         164            33              43
U.S. stores originating bank funded loans....................         178           286             275
                                                                 ------------ -------------- --------------
Total U.S. stores originating short-term consumer loans......         342           319             318
                                                                 ============ ============== ==============
</TABLE>


    The increase in total company funded originations of $59.9 million in fiscal
2004 over fiscal  2003,  as well as in prior  periods,  was driven  primarily by
increases  in  originations  in Canada and the United  Kingdom from newly opened
stores.  Eagle National Bank  discontinued  the business of offering  short-term
consumer loans through our stores  pursuant to a December 18, 2001 consent order
entered into with the U.S.  Comptroller of the Currency.  Under the program with
Eagle National Bank, we earned marketing and servicing fees. Eagle originated or
extended approximately $402.7 million of loans through us during fiscal 2002.

Other Services and Products

     In addition to check cashing and short-term loans, our customers may choose
from a  variety  of  products  and  services  when  conducting  business  at our
locations.  These services  include Western Union money order and money transfer
products,  electronic tax filing, bill payment, foreign currency exchange, photo

                                       12
<PAGE>
ID and prepaid local and long-distance phone services. A survey of our customers
by an  independent  third party  revealed  that over 50% of customers  use other
services in addition to check cashing. We offer our customers multiple financial
products and services.  We believe that our check  cashing and consumer  lending
customers  enjoy the  convenience  of other  high-value  products  and  services
offered by us.

     Among our most  significant  products and services other than check cashing
and short-term loans 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  170,000  agents in more than 190
     countries  throughout the world.  We receive a percentage of the commission
     charged by Western  Union for the  transfer.  For fiscal 2004, we generated
     total money  transfer  revenues of $13.1  million,  primarily  at our check
     cashing stores.

o    Money  Orders--Our  stores issue money orders for a minimal fee.  Customers
     who do not have  checking  accounts  typically use money orders to pay rent
     and utility  bills.  During fiscal 2004,  money order  transactions  had an
     average face amount of $160.1 and an average fee of $1.05. For fiscal 2004,
     our customers  purchased 2.3 million money orders,  generating  total money
     order revenues of $2.4 million.

                                       13
<PAGE>
Store Operations

Locations

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

<TABLE>
                                    June 30,
<S>                                              <C>      <C>     <C>    <C>      <C>
                                                 ------------------------------------------
                  Markets                          2000    2001    2002    2003     2004
                  -------                        ------------------------------------------

CALIFORNIA

Southern.................................            44       47      47     47       47
Northern.................................            92       95      93     91       90

ARIZONA
Phoenix..................................            34       40      45     43       43
Tucson...................................             7       13      16     16       16

OHIO
Cleveland................................            21       19      19     18       18
Other Ohio cities (1)....................             7        5       4      4        4

PENNSYLVANIA
Philadelphia.............................            11        8       8      6        6
Pittsburgh...............................            10       11      11     11       11

OTHER UNITED STATES
Washington...............................            17       21      18     18       18
Virginia.................................            15       16      16     16       16
Oklahoma.................................             8       13      13     10       10
Nevada...................................             1       11      11      8        8
Colorado.................................             6       14      15      7        7
Oregon...................................             2        5       5      5        5
Louisiana................................             3        4       4      4        4
Texas....................................             3        3       4      4        4
Utah.....................................             7        5       5      4        4
New Mexico...............................             4        3       3      3        3
Hawaii...................................             3        3       3      3        3
Maryland/D.C.............................             4       11      10      2        1
Wisconsin................................             1        1       1      1        1
CANADA
Company operated.........................           139      157     167    181      194
Franchised locations.....................            81       86      87    109      117

UNITED KINGDOM
Company operated.........................           107      126     123    122      125
Franchised locations.....................           264      261     290    351      355
                                                 ------------------------------------------
Total stores.............................           891      978   1,018  1,084    1,110
                                                 ==========================================
</TABLE>


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



                                       14
<PAGE>
     All of our  company-operated  stores are  leased,  generally  under  leases
providing  for an initial  multi-year  term and  renewal  terms from one to five
years.  We  generally   assume  the   responsibility   for  required   leasehold
improvements,  including signage,  customer service  representative  partitions,
alarm systems,  computers,  time-delayed  safes and other office  equipment.  We
adhere to a strict set of market survey and location  guidelines  when selecting
store sites in order to ensure that our stores are placed in desirable locations
near our customers.

     Since fiscal 2001, the number of stores operated by us in the United States
has declined from 348 to 319.  From fiscal 2001 through  fiscal 2004, we did not
renew store leases,  which were scheduled to expire,  in various markets because
we  determined   that  our  operating   margins  in  these  locations  were  not
satisfactory.  We expect  the  number of stores in the  United  States to remain
relatively stable in the foreseeable  future, as we anticipate  focusing our new
store and acquisition strategy in Canada and the United Kingdom.

Acquisitions

     Since   1990,   we  have   grown  our  store   network   domestically   and
internationally  in part through  acquisitions.  We have successfully  targeted,
executed and closed over 31 acquisitions that added 418 company-owned stores.

     In November 1996, we completed our first  acquisition  of Canadian  stores,
adding 36  company  operated  locations  and 107  franchised  locations.  We now
operate 194 stores in Canada and have 117  franchised  locations.  During fiscal
1998, we opened our first Loan Mart stores in the United  States,  offering only
short-term  consumer loans. We have continued to build new Loan Mart stores in a
number of markets in the United States and today operate 88 of these stores.  In
February  1999,  we  completed  our first  acquisition  of stores in the  United
Kingdom when we purchased 11 stores.  Since  entering the U.K.  market,  we have
completed five additional acquisitions of chains which added 74 company-operated
stores and 265 franchised  locations,  built 40 new company-operated  stores and
added 90 new franchised locations,  net. We now operate a total of 125 stores in
the United Kingdom and have 355 franchised locations.

Facilities and Hours of Operation

     As part of our retail and customer-driven  strategy, we present a clean and
attractive  environment and an appealing  format for our 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.

     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, we operate stores 24 hours, seven days per week.

Operational Structure

     Our senior  management is located at our corporate  headquarters in Berwyn,
Pennsylvania  and is  responsible  for our overall  direction.  We also maintain
corporate  offices  in  Victoria,  British  Columbia  and  Nottingham,  England.
Management  of our North  American  store  operations is located in our Victoria
office  while  the  Nottingham  office  provides  support  for  our  U.K.  store
operations.  This support  includes  centralized  functions  such as information
systems, treasury,  accounting,  human resources, loss prevention and marketing.
Our corporate staff also includes personnel  dedicated to compliance  functions,
including   internal  audit,  risk  management,   privacy  and  general  counsel
functions.  We believe that our ongoing  investment in and company-wide focus on
our compliance  practices  provides us with a competitive  advantage relative to
most other companies in our industry.

     Additionally,  in  each  country  in  which  we  operate,  we  have a store
management organization that is responsible for the day to day operations of our
stores.  District  managers are directly  responsible  for the  oversight of our
store managers and store operations.  Typically,  each district manager oversees
eight to ten  stores.  Each  district  manager  reports to a market  manager who
supervises  approximately five district managers.  The market managers report to
the head of operations in each of our corporate offices.

     In addition, in fiscal 2001 we opened a centralized facility to support our
domestic consumer lending business.  This call-center facility,  located in Salt
Lake City, Utah, currently employs 141 full-time staff. Operating from 8:00 A.M.
to midnight,  eastern time (including weekends),  our staff performs inbound and
outbound customer service for current and prospective consumer loan customers as
well as  collection  and  loan-servicing  functions  for all  past-due  domestic

                                       15
<PAGE>
consumer loans. Our management at this facility includes experienced call-center
operations,  customer service,  information technology and collection personnel.
We believe  that this  centralized  facility  has helped us to improve  our loan
servicing significantly and has led to reduced credit losses on loans originated
by us in the United States and significantly  enhances our ability to manage the
compliance responsibilities related to our domestic consumer lending operations.

Technology

     We  currently  have  an  enterprise-wide  transaction  processing  computer
network.  We believe that this system has improved  customer service by reducing
transaction  time and has  allowed us to manage  returned-check  losses and loan
collection  efforts  better and to comply  with  regulatory  record  keeping and
reporting requirements.

     We continue  to enhance our  point-of-sale  transaction  processing  system
composed of a networked  hardware and software package with integrated  database
and reporting  capabilities.  The point-of-sale  system provides our stores with
instantaneous  customer  information,  thereby  reducing  transaction  time  and
improving  the  efficiency  of our credit  verification  process.  Also, we have
deployed an enhanced  centralized  loan management and  collections  system that
provides   improved   customer   service   processing  and  management  of  loan
transactions.  The loan-management system and collections system uses integrated
automated clearinghouse payment and returns processing, which facilitates faster
notification  of returns and faster  clearing of funds as well as utilizing  fax
server  document-processing  technology,  which has the effect of reducing  both
processing and loan closing times. The point-of-sale  system,  together with the
enhanced  loan-management and collections  systems,  has improved our ability to
offer new products and services and our customer service.

Security

     The principal security risks to our operations are robbery and defalcation.
We have put in place extensive  security systems,  dedicated  security personnel
and management  information  systems to address both areas of potential loss. We
believe  that our  systems are among the most  effective  in the  industry.  Net
security losses  represented less than 0.6% of total revenues for fiscal 2004, a
decline from net security losses of 0.8% of total revenues for fiscal 2003.

     To  protect   against   robbery,   most   store   employees   work   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.  Employees  use  cellular  phones to ensure  safety  and
security whenever they are outside the secure teller area.  Additional  security
measures  include  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.

     Since we handle  high  volumes of cash and  negotiable  instruments  at our
locations,  daily  monitoring,  unannounced  audits and  immediate  responses to
irregularities  are  critical  in  combating  defalcations.  We have an internal
auditing program that includes periodic unannounced store audits and cash counts
at randomly selected locations.

Advertising and Marketing

     We frequently survey and research  customer trends and purchasing  patterns
in order to place the most effective  advertising for each market. Our marketing
promotions  typically  include  in-store  merchandising  materials,  advertising
support and instruction of store personnel in the use of the materials.  Drawing
on statistical data from our transaction  database,  we use sophisticated direct
marketing  strategies to communicate with existing  customers and prospects with
demographic  characteristics  similar to those of existing  customers.  National
television  advertising  promotes  our  brand  in  Canada  and  our  franchisees
contribute to fund this advertising. We also arrange cooperative advertising for
our products and services  with  strategic  partners such as Western  Union.  We
provide our store managers with local marketing training that sets standards for
promotions and marketing  programs for their stores.  Local  marketing  includes
attendance and sponsorship of community events. A national classified  telephone
directory  company is used to place all Yellow Pages  advertising as effectively
and prominently as possible. We research directory selection to assure effective
communication with our target customers.

                                       16
<PAGE>
Competition

     Our store network represents the second-largest  network of its kind in the
United  States  and the  largest  network  of its kind in each of Canada and the
United Kingdom.  The industry in which we operate in the United States is highly
fragmented. An independent industry report estimated the number of check cashing
outlets  at 13,000 in March  2002,  an  increase  from the  approximately  2,200
national listings in 1986, according to a similar industry survey. We believe we
operate one of only seven U.S.  check cashing store networks that have more than
100  locations,  the remaining  competitors  being local chains and  single-unit
operators.  According to an industry  survey,  the seven  largest  check cashing
chains in the United  States  control fewer than 22% of the total number of U.S.
stores,  reflecting  the industry's  fragmented  nature.  An independent  report
estimated  the  number of stores  offering  short-term  consumer  loans as their
principal business at approximately 15,000 as of December 2002.

     In Canada,  we believe that we are the  industry  leader and that we hold a
dominant  market share with  exceptional  brand  awareness.  In a recent  public
opinion study of three major metropolitan markets in English speaking Canada, we
found that we have achieved brand  awareness of 85%. We estimate that the number
of outlets offering check cashing and/or short-term  consumer loans to be 1,100.
We believe there is only one other network of stores with over 100 locations and
only three chains with over 50 locations.  While we believe that we enjoy almost
30% market share by outlet in Canada, our research estimates our market share by
volume of business to be closer to 50%.

     Based on  information  from the  British  Cheque  Cashers  Association,  we
believe that we have a U.K. market share of approximately  25%. In addition,  we
believe that our 480  company-operated  and franchised  stores account for up to
40% of the total check cashing transactions performed at check cashing stores in
the United Kingdom.  In the consumer lending market,  recent research  indicates
that the market for small,  short-term  loans is served by  approximately  1,500
store locations,  which include check cashers,  pawn brokers and  home-collected
credit companies.

     In addition to other check cashing  stores and consumer  lending  stores in
the United  States,  Canada and the United  Kingdom,  we compete  with banks and
other financial  services entities,  as well as with retail businesses,  such as
grocery and liquor  stores,  which often 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.

     We also compete 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  in places  such as  convenience
stores, bank lobbies, grocery stores, discount retailers and shopping malls.

     We believe  that  convenience,  hours of  operations  and other  aspects of
customer service are the principal factors influencing customers' selection of a
financial services company in our industry, and that the pricing of products and
services is a secondary consideration.

Regulation

     We are subject to regulation by foreign, federal and state governments that
affects the products and services we provide.  In general,  this  regulation  is
designed to protect consumers who deal with us and not to protect the holders of
our securities, including our common stock.

Regulation of Check Cashing

     To date,  regulation of check cashing fees has occurred on the state level.
We are currently subject to fee regulation in seven states: Arizona, California,
Hawaii,  Louisiana,  Maryland,  Ohio,  Pennsylvania and the District of Columbia
where regulations set maximum fees for cashing various types of checks. Our fees
comply with all state regulations.

     Some states, including California, Ohio, Pennsylvania, Utah, 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.

                                       17
<PAGE>
     In Canada,  the federal government does not directly regulate our industry,
nor do provincial  governments  generally 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 United  Kingdom,  as a result of the Cheques Act of 1992,  banks are
now  liable  to  refund  checks  cleared  by the  bank  that  involved  fraud or
dishonesty. For this reason, banks have invoked more stringent credit inspection
and indemnity  criteria for all individuals and businesses  wishing to operate a
check clearing facility such as ours. Additionally, in 2001 the Money Laundering
Act of 1993 was enhanced,  required check cashing,  money transfer and bureau de
change  providers to be licensed.  We currently comply with these more stringent
rules and regulations.

Regulation of Consumer Lending

     In the majority of states where we engage in consumer lending,  we act as a
servicer for County Bank or First Bank, federally insured financial institutions
both chartered  under the laws of the state of Delaware.  We provide County Bank
and First Bank with  marketing,  servicing  and  collections  services for their
unsecured  short-term  loan  products that are offered under our brand name Cash
'Til Payday(R).

     County  Bank and First  Bank are  subject  to  federal  and  state  banking
regulations.  Legislation  has been introduced in the past at both the state and
federal levels that could affect our ability to generate  origination  fees as a
servicer for a bank, as well as our ability to offer  consumer loans directly to
consumers.  While we do not believe that any federal legislation will be passed,
if  enacted  we  would  not be able to  market  short-term  loans  as  currently
structured.  The FDIC has also proposed  increasing the capital  requirement for
banks involved in this business to as much as 100%.  These capital  requirements
could make it substantially  more expensive for such banks to engage in consumer
lending.

     We have determined,  primarily for regulatory reasons,  that we should make
consumer loans directly to consumers in seven states where advantageous enabling
legislation exists: California,  Colorado, Louisiana, Oklahoma, Oregon, Virginia
and Wisconsin.  We do not plan to open any company-operated  stores to engage in
the  consumer  lending  business  in  13  other  states  where   legislation  is
unfavorable  or the service is not likely to be  profitable.  We  currently  can
participate  in the  consumer  lending  business  in all states  where we have a
sizable  presence,  although  there is no  guarantee  that this  situation  will
continue.  We recently ceased offering  short-term  consumer loans in Georgia in
response to a law passed by the state  legislature  prohibiting these loans. Our
short-term  consumer  lending  business in Georgia was  immaterial  financially,
generating  revenues of $755,000 in fiscal 2004 and $500,000 in fiscal 2003, and
we had no  company-operated  stores in that state. We are not currently aware of
similar  legislation  that would  require us to exit  markets  where we generate
significant revenues.

     Our  Canadian  consumer  lending   activities  are  subject  to  provincial
licensing in Saskatchewan,  Nova Scotia and Newfoundland but are subject only to
limited substantive regulation. A federal usury ceiling applies to loans we make
to Canadian  consumers.  Such  borrowers  contract to repay us in cash;  if they
repay by check, we also collect,  in addition to the maximum permissible finance
charge, our customary check-cashing fees.

     In the United Kingdom,  consumer lending is governed by the Consumer Credit
Act of 1974 and related rules and  regulations.  As required by the act, we have
obtained  licenses from the Office of Fair  Trading,  which is  responsible  for
regulating  competition  policy and consumer  protection.  The act also contains
rules regarding the presentation, form and content of loan agreements, including
statutory warnings and the layout of financial information. To comply with these
rules,  we use model credit  agreements  provided by the British  Cheque Cashers
Association.

     Our consumer  lending  activities  are also subject to certain other state,
federal  and  U.K.  regulations,  including,  but not  limited  to,  regulations
governing  lending practices and terms, such as truth in lending and usury laws,
and rules regarding advertising content.

Currency Reporting Regulation

     Regulations  promulgated  by the United  States  Department of the Treasury
under the Bank Secrecy Act require reporting of 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. In general,  every financial institution
must report each deposit,  withdrawal,  exchange of currency or other payment or
transfer 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

                                       18
<PAGE>
of, any one person and result in either cash in or cash out  totaling  more than
$10,000  during any one business day. We believe that our  point-of-sale  system
and employee  training  programs  support our compliance  with these  regulatory
requirements.

     Also, money services businesses are required by the Money Laundering Act of
1994 to  register  with the United  States  Department  of the  Treasury.  Money
services  businesses  include check  cashers and sellers of money orders.  Money
services businesses must renew their  registrations every two years,  maintain a
list of their  agents,  update the agent list  annually  and make the agent list
available  for  examination.  In addition,  the Bank Secrecy Act requires  money
services  businesses to file a Suspicious  Activity  Report for any  transaction
conducted or  attempted  involving  amounts  individually  or in total  equaling
$2,000 or greater, when the money services businesses knows or suspects that the
transaction involves funds derived from an illegal activity,  the transaction is
designed to evade the requirements of the Bank Secrecy Act or the transaction is
considered so unusual that there appears to be no reasonable explanation for the
transaction.  The USA  PATRIOT  Act  includes a number of  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
money services businesses.  Specifically, the USA PATRIOT Act requires all check
cashers to  establish  certain  programs  designed  to detect  and report  money
laundering  activities to law enforcement.  We believe we are in compliance with
the USA PATRIOT Act.

Privacy Regulation

     We are  subject  to a  variety  of  state,  federal  and  foreign  laws and
regulations  restricting the use and seeking to protect the  confidentiality  of
identifying and other personal  consumer  information.  We have systems in place
intended to safeguard such information as required.

Other Regulation

     We operate a total of 137 stores in  California.  This state has  enacted a
so-called "prompt remittance" statute. This statute specifies a maximum time for
the payment of proceeds from the sale of money orders to the issuer of the money
orders.  In this way,  the  statute  limits  the  number  of days,  known as the
"float," that we have use of the money from the sale of the money order.

     In  addition  to  fee  regulations,   licensing   requirements  and  prompt
remittance statutes,  certain  jurisdictions have also placed limitations on the
commingling of money order proceeds and  established  minimum bonding or capital
requirements.

Proprietary Rights

     We hold the rights to a variety of service  marks  relating  to products or
services we provide in our  stores.  In  addition,  we  maintain  service  marks
relating to the various names under which our stores operate.

Insurance Coverage

     We maintain insurance coverage against losses,  including theft, to protect
our  earnings  and  properties.  We also  maintain  insurance  coverage  against
criminal acts with a deductible of $50,000 per occurrence.

Employees

     On June 30, 2004, we employed  3,343 persons  worldwide,  consisting of 320
persons  in  our  accounting,   management  information  systems,  legal,  human
resources, treasury, finance and administrative departments and 3,023 persons in
our stores, including customer service representatives, store managers, regional
supervisors, operations directors and store administrative personnel.

     None of our employees is represented by a labor union,  and we believe that
our relations with our employees are good.

                                       19
<PAGE>
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 our
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
our  strategies  and other factors  detailed from time to time in our annual and
other  reports  filed with the  Securities  and Exchange  Commission.  The words
"believe,"  "expect,"  "anticipate,"  "will" and  similar  expressions  identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date on which they
are  made.  We  undertake  no  obligation  to  update  publicly  or  revise  any
forward-looking  statements.  Factors that could cause actual  results to differ
materially from the forward-looking  statement,  including our goals referred to
herein, include but are not limited to our inability to:

     o    effectively  compete in the financial  services  industry and maintain
          our share of the market;

     o    manage risks inherent in an international operation, including foreign
          currency fluctuation;

     o    maintain our key banking relationships;

     o    sustain demand for our products and services;

     o    manage changes in applicable laws and regulations  governing  consumer
          protection and lending practices;

     o    manage our growth effectively;

     o    compete in light of technological advances; or

     o    safeguard against employee error and theft.



                                       20
<PAGE>
Item 2. PROPERTIES

     All of our  company-operated  stores are  leased,  generally  under  leases
providing  for an initial  multi-year  term and  renewal  terms from one to five
years. The leases may contain  provisions for additional rental charges based on
revenue and payment of real estate taxes and common area  charges.  With respect
to leased  locations  open as of June 30, 2004,  the  following  table shows the
total  number of leases  expiring  during the periods  indicated,  assuming  the
exercise of our renewal options:

      Period Ending           Number of
         June 30,          Leases Expiring
      --------------       ---------------
        2005                     111
        2006 - 2009              425
        2010 - 2014              112
        2015 - 2019               12
        2020 - 2024                1
                               ------
                                 661
                               ======

     The  following  table  reflects  the change in the number of stores  during
fiscal years 2002, 2003 and 2004:

                                                         2002     2003    2004
                                                      -------- -------- -------
       Number of stores at beginning of period            978    1,018   1,084
           New stores opened                               25       14      14
           Stores acquired                                  1        5       3
           Stores closed                                 (16)     (36)     (3)
           Net change in franchise stores                  30       83      12
                                                      -------- -------- -------
       Number of stores at end of period                1,018    1,084   1,110
                                                      ======== ======== =======





                                       21
<PAGE>
Item 3. LEGAL PROCEEDINGS

     We are a defendant in four  putative  class-action  lawsuits,  all of which
were  commenced  by the  same  plaintiffs'  law  firm,  alleging  violations  of
California's  wage-and-hour laws. The named plaintiffs in these suits, which are
pending  in the  Superior  Court of the  State  of  California,  are our  former
employees Vernell Woods (commenced  August 22, 2000),  Juan Castillo  (commenced
May 1,  2003),  Stanley  Chin  (commenced  May 7,  2003)  and  Kenneth  Williams
(commenced  June 3, 2003).  Each of these suits seeks an  unspecified  amount of
damages and other relief in connection with  allegations  that we  misclassified
California  store  (Woods) and regional  (Castillo)  managers as "exempt" from a
state law  requiring  the  payment of overtime  compensation,  that we failed to
provide  employees  with  meal and rest  breaks  required  under a new state law
(Chin)  and that we  computed  bonuses  payable to our store  managers  using an
impermissible  profit-sharing  formula  (Williams).  In  January  2003,  without
admitting liability,  we sought to settle the Woods case, which we believe to be
the most significant of these suits, by offering each individual  putative class
member  an  amount   intended  in  good  faith  to  settle  his  or  her  claim.
Approximately  92% of these settlement  offers have been accepted.  Plaintiff's'
counsel  is  presently   disputing  through  arbitration  the  validity  of  the
settlements  accepted by the individual  putative  class members.  We believe we
have meritorious defenses to the challenge and to the claims of the non-settling
putative Woods class members and plan to defend them  vigorously.  We believe we
have  adequately  provided for the costs  associated  with this  matter.  We are
vigorously  defending the Castillo,  Chin and Williams lawsuits;  and believe we
have  meritorious  defenses to the claims asserted in those matters.  We believe
the  outcome of such  litigation  will not  significantly  affect our  financial
results.

     On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action
against our Canadian  subsidiary  and 26 other  Canadian  lenders on behalf of a
purported  class of British  Columbia  residents  who,  plaintiff  claims,  were
overcharged in  payday-loan  transactions.  The action,  which is pending in the
Supreme Court of British Columbia,  alleges violations of laws proscribing usury
and unconscionable trade practices and seeks restitution and damages,  including
punitive damages,  in an unknown amount. On March 25, 2003, we moved to stay the
action as against us and to compel arbitration of plaintiff's claims as required
by his agreement with us. The court's  decision denying that motion is presently
on appeal.  We believe we have meritorious  defenses to the action and intend to
defend it  vigorously.  We  believe  the  outcome  of such  litigation  will not
significantly affect our financial results.

     On October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an
action  against  our  Canadian  subsidiary  on  behalf of a  purported  class of
Canadian  borrowers  (except those residing in British Columbia and Quebec) who,
Mortillaro   claims,   were  subjected  to  usurious   charges  in  payday  loan
transactions.  The  action,  which is pending in the Ontario  Superior  Court of
Justice,  alleges  violations of a Canadian  federal law  proscribing  usury and
seeks  restitution  and damages in an  unspecified  amount,  including  punitive
damages.  On  November  6,  2003,  we learned of  substantially  similar  claims
asserted on behalf of a purported class of Alberta  borrowers by Gareth Young, a
former customer of our Canadian  subsidiary.  The Young action is pending in the
Court of Queens Bench of Alberta and seeks an unspecified  amount of damages and
other  relief.  On December 23, 2003, we were served with the statement of claim
in an action brought in the Ontario  Superior Court of Justice by another former
customer,  Margaret  Smith.  A  similar  action  was also  filed in the Court of
Queen's Bench of Manitoba on April 26, 2004 by Nicole  Blasko.  The  allegations
and putative class in the Smith and Blasko actions are substantially the same as
those in the  Mortillaro  action.  Like the  plaintiff in the  MacKinnon  action
referred to above, Mortillaro,  Young, Smith and Blasko have agreed to arbitrate
all  disputes  with us.  We  believe  that we have  meritorious  procedural  and
substantive defenses to the claims of each of these plaintiffs, and we intend to
defend the claims vigorously. We believe the outcome of such litigation will not
significantly affect our financial results.

     In addition to the litigation  discussed  above, we are involved in routine
litigation  and  administrative  proceedings  arising in the ordinary  course of
business.  In our opinion,  the outcome of such litigation and proceedings  will
not significantly affect our financial results.


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

         None.


                                       22
<PAGE>
                                     PART II

Item 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

     There is no established public trading market for our common stock.

     Dollar Financial Corp.  (formerly known as DFG Holdings,  Inc.) is the sole
record  and  beneficial  owner  of all  of our  outstanding  common  stock.  For
information  regarding  certain  of the  beneficial  owners of Dollar  Financial
Corp.'s  common  stock,  please  see "Item 12 -  Security  Ownership  of Certain
Beneficial Owners and Management and Related Stockholder Matters."

     We did not pay any cash  dividends  in respect of our common  stock  during
fiscal 2003 and fiscal 2004.  The Indenture  dated  November 13, 2003 between us
and U.S. Bank,  National  Association as trustee (the "Indenture"),  relating to
our 9.75%  Senior  Notes  due 2011,  as well as our  credit  agreement,  contain
restrictions  on our  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

     We derived the following historical financial  information from our audited
consolidated  financial statements as of June 30, 2003 and June 30, 2004 and for
each of the  years in the  three-year  period  ended  June 30,  2004,  which are
included  elsewhere  in this  report,  and our  audited  consolidated  financial
statements  as of and for the years ended June 30, 2000,  June 30, 2001 and June
30, 2002. This table should be read together with the  information  contained in
"Item 7 -  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations"  and our audited  consolidated  financial  statements and
related notes included in "Item 8 - Financial Statements of Supplementary Data."






                                       23
<PAGE>


<TABLE>
Selected Financial Data:                                                   Year ended June 30,
<S>                                      <C>                <C>               <C>             <C>              <C>
                                         --------------------------------------------------------------------------------------
                                                2000(1)          2001(2)             2002             2003            2004
                                         --------------------------------------------------------------------------------------
                                                           (dollars in thousands, except Check Cashing Data)

Statement of Operations Data:
Revenues:
   Revenues from check cashing........   $         97,350   $        105,690  $       104,792 $        108,435 $       117,397
   Consumer lending:
        Fees from consumer lending....             44,974             77,854           97,712          106,557         120,807
        Provision for loan losses and
            adjustment to servicing
            revenue...................            (10,187)           (19,487)         (27,913)         (24,995)        (24,489)
                                         --------------------------------------------------------------------------------------
   Consumer lending, net..............             34,787             58,367           69,799           81,562          96,318
   Money transfer fees................              7,881              9,444           10,098           11,652          13,052
   Other revenues.....................             25,735             21,998           17,287           17,739          19,663
                                         --------------------------------------------------------------------------------------
Total revenues........................            165,753            195,499          201,976          219,388         246,430

Store and regional expenses:
   Salaries and benefits..............             47,058             57,453           65,295           69,799          76,008
   Occupancy..........................             12,800             16,881           18,087           18,856          19,805
   Depreciation.......................              4,683              5,829            6,522            5,859           6,546
   Other..............................             36,503             45,321           46,238           47,766          53,321
                                         --------------------------------------------------------------------------------------
Total store and regional expenses.....            101,044            125,484          136,142          142,280         155,680

Establishment of reserves for new
   consumer lending arrangements......                  -                  -            2,244                -               -
Corporate expenses....................             22,342             22,500           24,516           31,241          32,813
Losses on store closings and sales and
   other restructuring................                249                926            1,435            3,987             361
Goodwill amortization (3).............              5,564              4,710                -                -               -
Other depreciation and amortization...              1,620              1,952            2,709            3,320           3,286
Interest expense, net of interest
   income.............................             17,491             20,361           18,694           20,168          25,303
Loss on extinguishment of debt........                  -                  -                -                -           7,486
Litigation settlement costs...........                  -                  -                -            2,750               -
                                         --------------------------------------------------------------------------------------
Income before income taxes............             17,443             19,566           16,236           15,642          21,501
Income tax provision(4) ..............             12,043             12,876           10,199           13,511          16,589
                                         --------------------------------------------------------------------------------------

Net income ...........................   $          5,400   $          6,690  $         6,037 $          2,131 $         4,912
                                         ======================================================================================


Operating and Other Data:
Net cash provided by (used in):
   Operating activities...............   $         16,792   $         16,442  $        14,453 $          3,832 $        20,372
   Investing activities...............            (44,526)           (32,365)         (10,108)         (10,679)         (8,619)
   Financing activities...............             35,306             15,602            9,409          (10,897)        (16,468)

Stores in operation at end of period..
   Company-owned......................                546                631              641              624             638
   Franchised stores and check cashing
      merchants.......................                345                347              377              460             472
                                         --------------------------------------------------------------------------------------
Total ................................                891                978            1,018            1,084           1,110
                                         ======================================================================================
Check Cashing Data:
Face amount of checks cashed..........   $  2,743,765,000   $  3,046,705,000  $ 2,969,455,000 $  2,938,950,000 $ 3,169,350,000
Number of checks cashed...............          8,204,528          9,001,635        8,689,819        8,568,944       8,427,990
Average face amount per check cashed..            $334.42            $338.46          $341.72          $342.98         $376.05
Average fee per check.................             $11.87             $11.74           $12.06           $12.65          $13.93
Average fee as a % of face amount.....              3.55%              3.47%            3.53%            3.69%           3.70%

Balance Sheet Data (at end of period):
Cash..................................   $         73,288   $         72,452  $        86,633 $         71,805 $        69,266
Total assets..........................            259,714            276,544          292,480          298,289         321,034
Total indebtedness....................            179,146            197,136          208,191          198,970         241,281
Shareholder's equity..................             39,595             42,624           53,515           67,688          38,017
</TABLE>

                                       24
<PAGE>
(1)  On July 7, 1999, we acquired all of the outstanding shares of Cash A Cheque
     Holdings Great Britain  Limited , 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, our revolving  credit facility
     and our 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,
     we  acquired  all of the  outstanding  shares  of  Cheques R Us,  Inc.  and
     Courtenay Money Mart Ltd.,  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,  we  acquired  all of the  outstanding  shares of Cash
     Centres Corporation  Limited,  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 our 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,  we  acquired  substantially  all  of  the  assets  of
     CheckStop,  Inc.,  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 our
     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.
(2)  On August 1, 2000, we purchased all of the outstanding shares of West Coast
     Chequing Centres,  Ltd, 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, we
     purchased  substantially  all of the  assets  of  Fast  `n  Friendly  Check
     Cashing,  which operated 8 stores in Maryland. The aggregate purchase price
     for this  acquisition  was  $700,000 and was funded  through our  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, we purchased primarily all of the assets of Ram-Dur Enterprises, Inc.
     d/b/a AAA Check  Cashing  Centers,  which  operated  five stores in Tucson,
     Arizona. The aggregate purchase price for this acquisition was $1.3 million
     and was funded through our revolving credit  facility.  The excess purchase
     price over fair value of identifiable net assets acquired was $1.2 million.
     On December 5, 2000, we purchased all of the outstanding shares of Fastcash
     Ltd.,  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 our revolving  credit  facility.  The excess of the purchase
     price  over the fair value of the  identifiable  assets  acquired  was $2.7
     million.  Additional  consideration of $2.0 million was  subsequently  paid
     during  fiscal  2003 based upon a future  results  of  operations  earn-out
     agreement.
(3)  On July 1, 2001, we adopted  Financial  Accounting  Standards Board Opinion
     No. 142  "Goodwill and Other  Intangible  Assets".  In accordance  with the
     provisions of SFAS No. 142 we ceased amortization of goodwill.
(4)  As a result  of our  refinancing  in  November  2003,  we do not  expect to
     continue  to pay  U.S.  tax on our  foreign  earnings  for the  foreseeable
     future.  This will result in a  substantial  reduction in our effective tax
     rate. The amount of such tax was as follows (dollars in thousands):

                                Year ended June 30,
               ---------------------------------------------------
                  2000      2001     2002      2003       2004
                  ----      ----     ----      ----       ----

                 1,745     $3,189   $2,370    $5,162     $2,349






                                       25
<PAGE>
Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Executive Summary

     We have  historically  derived our revenues  primarily from providing check
cashing  services,  consumer lending and other consumer  financial  products and
services,  including  money orders,  money  transfers and bill payment.  For our
check cashing services, we charge our customers fees that are usually equal to a
percentage  of the amount of the check being  cashed and are  deducted  from the
cash provided to the customer.  For our consumer loans,  we receive  origination
and servicing  fees from the banks  providing the loans or, if we fund the loans
directly, interest and fees on the loans.

     We operate in a sector of the financial  services  industry that serves the
basic  need  of  lower-  and  middle-income  working-class  individuals  to have
convenient  access to cash. This need is primarily  evidenced by consumer demand
for check cashing and short-term loans, and consumers who use these services are
often underserved by banks and other financial institutions.

     Our  expenses  primarily  relate to the  operations  of our store  network,
including  salaries and benefits for our  employees,  occupancy  expense for our
leased real estate, depreciation of our assets and corporate and other expenses,
including  costs related to opening and closing  stores.  During fiscal 2003, we
took actions to reduce costs and make our operations more  efficient,  including
centralizing  and  consolidating  our  store  support  functions  for our  North
American operations.

     In each  foreign  country in which we operate,  local  currency is used for
both revenue and expenses.  Therefore,  we record the impact of foreign currency
exchange rate fluctuations related to our foreign net income.

     In our discussion of our financial condition and results of operations,  we
refer to stores,  franchises  and  document  transmitters  that were open for an
entire period and the comparable prior period as comparable  stores,  franchises
and document transmitters.

Discussion of Critical Accounting Policies

     In the ordinary course of business,  we have made a number of estimates and
assumptions  relating to the  reporting of results of  operations  and financial
condition in the preparation of our financial statements in conformity with U.S.
generally  accepted  accounting  principles.  We evaluate these  estimates on an
ongoing basis, including those related to revenue recognition, loss reserves and
intangible  assets.  We  base  these  estimates  on  the  information  currently
available to us and on various other  assumptions that we believe are reasonable
under the  circumstances.  Actual results could vary from these  estimates under
different assumptions or conditions.

     We believe that the following critical  accounting policies affect the more
significant  judgments and estimates  used in the  preparation  of our financial
statements:

Revenue Recognition

     With respect to  company-operated  stores,  revenue from our check cashing,
money  order  sales,   money  transfer  and  bill  payment  services  and  other
miscellaneous services reported in other revenues on our statement of operations
are all recognized when the transactions  are completed at the  point-of-sale in
the store.

     With respect to our franchised  locations,  we recognize  initial franchise
fees upon fulfillment of all significant obligations to the franchisee.  Royalty
payments from our franchisees are recognized as earned.

     For short  term  consumer  loans  that we make  directly,  which have terms
ranging from 1 to 37 days, revenue is recognized using the interest method. Loan
origination  fees are  recognized  as an  adjustment to the yield on the related
loan. Our reserve policy  regarding these loans is summarized  below in "Company
Funded Consumer Loan Loss Reserves Policy."

     In addition to the short-term  consumer loans  originated and funded by us,
we also have  relationships  with two  banks,  County  Bank of  Rehoboth  Beach,
Delaware and First Bank of Delaware. Pursuant to these relationships,  we market
and service  short-term  consumer  loans,  which have terms ranging from 7 to 23
days,  that  are  funded  by the  banks.  The  banks  are  responsible  for  the
application review process and determining whether to approve an application and

                                       26
<PAGE>
fund a loan.  As a result,  the banks'  loans are not  reflected  on our balance
sheet.  We earn a  marketing  and  servicing  fee for each  loan that is paid by
borrowers to the banks.

     For loans funded by County  Bank,  we recognize  net  servicing  fee income
ratably over the life of the related loan.  In addition,  each month County Bank
withholds  certain  servicing  fees  payable  to us in order to  maintain a cash
reserve. The amount of the reserve is equal to a fixed percentage of outstanding
loans at the  beginning  of the month plus a percentage  of the finance  charges
collected  during the month.  Each month,  net credit losses are applied against
County  Bank's  cash  reserve.  Any excess  reserve is then  remitted to us as a
collection  bonus.  The  remainder  of the  finance  charges  not applied to the
reserve  are either used to pay costs  incurred  by County  Bank  related to the
short  term  loan  program,  retained  by the  bank as  interest  on the loan or
distributed to us as a servicing fee.

     For loans funded by First Bank of Delaware,  we recognize net servicing fee
income  ratably over the life of the related  loan.  In  addition,  the bank has
established  a target  loss  rate for the loans  marketed  and  serviced  by us.
Servicing  fees  payable to us are reduced if actual  losses  exceed this target
loss rate by the amount  they  exceed it. If actual  losses are below the target
loss rate, the  difference is paid to us as a servicing fee. The  measurement of
the actual loss rate and settlement of servicing fees occurs twice every month.

     Because  our  servicing  fees are  reduced by loan  losses  incurred by the
banks, we have established a reserve for servicing fee adjustments.  To estimate
the appropriate reserve for servicing fee adjustments, we consider the amount of
outstanding  loans owed to the banks,  historical  loans  charged  off,  current
collections  patterns and current economic trends.  The reserve is then based on
net charge-offs,  expressed as a percentage of loans originated on behalf of the
banks applied  against the total amount of the banks'  outstanding  loans.  This
reserve is reported in accrued  expenses  and other  liabilities  on our balance
sheet and was $1,093 at June 30, 2003 and $1,380 at June 30, 2004.

    If one of the  banks  suffers  a loss on a loan,  we  immediately  record  a
charge-off  against the reserve for  servicing  fee  adjustments  for the entire
amount of the unpaid  item.  A recovery is  credited  to the reserve  during the
period in which the recovery is made. Each month, we replenish the reserve in an
amount  equal to the net losses  charged  to the  reserve  in that  month.  This
replenishment, as well as any additional provisions to the reserve for servicing
fees  adjustments as a result of the  calculations  set forth above,  is charged
against  revenues.  The total amount of outstanding  loans owed to the banks did
not change  significantly  during the  periods  ended June 30, 2004 and June 30,
2003, and during these periods the loss rates on loans declined.  As a result of
these factors, we did not increase our reserve for servicing fee adjustments. We
serviced  $385 million  loans for County Bank and First Bank during  fiscal 2004
and $370 million during fiscal 2003. At June 30, 2004 and 2003 we serviced $15.2
million and $15.0 million, respectively, for County Bank and First Bank.

Company Funded Consumer Loan Loss Reserves Policy

     We maintain a loan loss  reserve for  anticipated  losses for loans we make
directly  through  some  of our  company-operated  locations.  To  estimate  the
appropriate  level of loan loss  reserves we consider the amount of  outstanding
loans owed to us, historical loans charged off, current collection  patterns and
current  economic  trends.  Our  current  loan loss  reserve is based on our net
charge-offs,  expressed as a percentage of loan amounts  originated for the last
twelve months applied against the total amount of outstanding loans that we make
directly.  As these conditions change, we may need to make additional provisions
in future periods.

     When a loan is  originated,  the  customer  receives  the cash  proceeds in
exchange for a post-dated check or a written  authorization to initiate a charge
to the customer's  bank account on the stated  maturity date of the loan. If the
check or the debit to the  customer's  account is returned from the bank unpaid,
we  immediately  record a charge-off  against the consumer loan loss reserve for
the entire  amount of the unpaid  item.  A recovery  is  credited to the reserve
during the period in which the recovery is made.  Each month,  we replenish  the
reserve  in an amount  equal to the net losses  charged  to the  reserve in that
month. This replenishment, as well as any additional provisions to the loan loss
reserve as a result of the calculations in the preceding  paragraph,  is charged
against revenues. As a result of the increase in our installment loan portfolio,
we increased our loan loss reserve during fiscal 2004.

Check Cashing Returned Item Policy

     We charge operating expense for losses on returned checks during the period
in which such checks are returned. Recoveries on returned checks are credited to
operating  expense  during the period in which  recovery  is made.  This  direct
method for recording  returned check losses and  recoveries  eliminates the need
for an allowance for returned  checks.  These net losses are charged to returned
checks, net and cash shortages in the consolidated statements of operations.

                                       27
<PAGE>
Goodwill

     We have significant  goodwill on our balance sheet. The testing of goodwill
for impairment under established accounting guidelines also requires significant
use of judgment and assumptions.  In accordance with accounting  guidelines,  we
determine  the fair value of our reporting units  multiples of earnings of other
companies.  Goodwill is tested and reviewed for  impairment  on an ongoing basis
under established accounting guidelines. However, changes in business conditions
may require future adjustments to asset valuations.

Income Taxes

     As part of the process of preparing our consolidated  financial  statements
we are  required to estimate our income  taxes in each of the  jurisdictions  in
which we operate.  This process involves estimating our current tax exposure and
assessing  the impact of  differing  treatment  of items for tax and  accounting
purposes.  If an item is treated differently for tax and accounting purposes, we
report the difference as a deferred tax asset or liability,  on our consolidated
balance sheet. When then assess the likelihood that any deferred tax assets will
be recovered from future taxable income.  To the extent we believe that recovery
of a deferred tax asset is not likely, we establish a valuation allowance.



                                       28
<PAGE>
Results of Operations

     The following table sets forth our results of operations as a percentage of
total consolidated revenues for the following periods:

<TABLE>
                                                                              Year ended June 30,
<S>                                                                        <C>      <C>      <C>
                                                                           ---------------------------
                                                                             2002     2003     2004
                                                                           ---------------------------
Statement of Operations Data:
Total revenues:
    Check cashing.........................................................   51.8%    49.4%    47.6%
    Consumer lending, net.................................................   34.6     37.2     39.1
    Money transfers.......................................................    5.0      5.3      5.3
    Other ................................................................    8.6      8.1      8.0
                                                                           ---------------------------
Total revenues............................................................  100.0    100.0    100.0

U.S. revenues:
    Check cashing.........................................................   26.5     22.4     19.4
    Consumer lending, net.................................................   23.4     23.3     21.9
    Money transfers.......................................................    2.2      2.2      1.8
    Other ................................................................    3.8      2.5      1.4
                                                                           ---------------------------
Total U.S. revenues.......................................................   55.9     50.4     44.5

Canada revenues:
    Check cashing.........................................................   15.0     15.1     15.6
    Consumer lending, net.................................................    6.6      8.8     11.6
    Money transfers.......................................................    2.2      2.3      2.4
    Other ................................................................    3.7      4.3      4.9
                                                                           ---------------------------
Total Canada revenues.....................................................   27.5     30.5     34.5

United Kingdom revenues:
    Check cashing.........................................................   10.3     11.9     12.6
    Consumer lending, net.................................................    4.6      5.1      5.6
    Money transfers.......................................................    0.6      0.8      1.1
    Other ................................................................    1.1      1.3      1.7
                                                                           ---------------------------
Total United Kingdom revenues.............................................   16.6     19.1     21.0

Store and regional expenses:
    Salaries and benefits.................................................   32.3     31.8     30.8
    Occupancy.............................................................    9.0      8.6      8.0
    Depreciation..........................................................    3.2      2.7      2.7
    Other.................................................................   22.9     21.8     21.7
                                                                           ---------------------------
Total store and regional expenses.........................................   67.4     64.9     63.2

Establishment of reserves for new consumer lending arrangements............   1.1        -        -
Corporate expenses........................................................   12.1     14.2     13.3
Losses on store closings and sales and other restructuring................    0.8      1.8      0.1
Other depreciation and amortization.......................................    1.3      1.5      1.3
Interest expense, net of interest income..................................    9.3      9.2     10.3
Loss on extinguishment of debt............................................      -        -      3.0
Litigation settlement costs...............................................      -      1.3        -
                                                                           ---------------------------

Income before income taxes................................................    8.0      7.1      8.8
Income tax provision .....................................................    5.0      6.1      6.8
                                                                           ---------------------------
Net income................................................................    3.0%     1.0%     2.0%
                                                                           ===========================
</TABLE>


Year Ended June 30, 2004 Compared to the Year Ended June 30, 2003

     Revenues.  Total  revenues were $246.4  million for fiscal 2004 compared to
$219.4  million  for  fiscal  2003,  an  increase  of $27.0  million  or  12.3%.
Comparable store, franchised store and document transmitter sales for the entire
period  increased  $24.8 million or 11.5%.  New store openings  accounted for an
increase of $3.6 million  while closed  stores  accounted for a decrease of $1.7
million.  Favorable  foreign  currency rates  attributed to $12.3 million of the
increase for the fiscal year. In addition to the currency  benefit,  revenues in
the United  Kingdom  for the fiscal year  increased  by $5.8  million  primarily
related to revenues from check cashing and the impact of a new installment  loan
product.  Revenues in Canada for the fiscal year  increased  $9.6 million  after
adjusting  for  favorable  exchange  rate.  An increase in volume of  short-term


                                       29
<PAGE>
consumer loans originated in Canada and higher consumer loan pricing contributed
to the  increase in Canadian  revenues . In addition,  our  Canadian  subsidiary
introduced a new tax product in all of its stores offering  refund  anticipation
loans and electronic Canadian tax filing. This product, which was only tested in
a limited  number of locations  in the prior year period,  added $1.0 million in
revenue for the fiscal year, which is included in other revenues.  In the United
States,  revenues  declined  $612,000 for the fiscal year,  primarily due to the
decline in our distribution of government  assistance food coupons.  California,
the last state in which we offer food  coupons,  is  implementing  an electronic
benefits  transfer  system  designed  to  disburse  public  assistance  benefits
directly to  individuals.  Beginning in fiscal 2005,  we do not expect to derive
any  revenue  from the  distribution  of  government  assistance  food  coupons.
Revenues from franchise fees and royalties  accounted for $7.5 million,  or 3.0%
of total  revenues,  for the fiscal year  compared to $6.3  million,  or 2.9% of
total  revenues,  for the same period in 2003,  representing a $1.2 million,  or
19.0%,  increase.  Stronger  foreign  currencies in both the United  Kingdom and
Canada  accounted for $721,000,  or 60.1%,  of the increase.  The balance of the
increase resulted from the addition of a total of 12 franchised locations during
fiscal  2004  and  an  overall  increase  in  revenues   generated  by  existing
franchises.

     Store and  Regional  Expenses.  Store and  regional  expenses  were  $155.7
million for fiscal 2004 compared to $142.3  million for fiscal 2003, an increase
of $13.4 million or 9.4%.  The impact of foreign  currencies  accounted for $6.4
million of this increase.  New store openings  accounted for an increase of $2.1
million while closed stores accounted for a decrease of $1.3 million. Comparable
retail store and franchised store expenses for the entire period increased $15.5
million.  For the fiscal  year ended June 30,  2004,  total  store and  regional
expenses  decreased  to  63.2%  of  total  revenues  compared  to 64.9% of total
revenues for the fiscal year ended June 30, 2003. After adjusting for the impact
of the changes in exchange  rates,  store and regional  expenses  increased $5.9
million in Canada,  $2.2 million in the United Kingdom and declined  $720,000 in
the United States. The increase in Canada was primarily due to increases of $1.2
million in  salaries,  $512,000  in  returned  checks,  net and cash  shortages,
$494,000 in  advertising  and  $429,000 in  occupancy  costs.  These  costs,  in
addition to the aggregate of other operating costs,  are  commensurate  with the
overall  growth in Canadian  revenues.  The  increase  in the United  Kingdom is
almost  entirely  associated  with  increased  salary  expense,  which  is  also
commensurate with the overall growth in U.K. revenues.  The decline in store and
regional  expenses in the United States is primarily due to the impact of stores
closed in the second quarter of fiscal 2003.

     Corporate  Expenses.  Corporate expenses were $32.8 million for fiscal year
2004 compared to $31.2 million for fiscal year 2003, an increase of $1.6 million
or 5.1%.  After  adjusting  for the  impact of the  changes in  exchange  rates,
corporate  expenses declined  $64,000.  The decline reflects the cost reductions
related to the  rationalization  of our store  support  functions  for our North
American  operations  offset in part by increased accrued expenses for incentive
compensation and legal and professional fees. For the fiscal year ended June 30,
2004, total corporate  expenses decreased to 13.3% of total revenues compared to
14.2% for the fiscal year ended June 30, 2003.

     Losses on Store Closings and Sales and other restructuring. Losses on store
closings  and sales and other  restructuring  was  $361,000  for the fiscal year
ended June 30, 2004  compared to $4.0 million for the fiscal year ended June 30,
2003, a decrease of $3.6 million. For fiscal year 2003, we provided $1.6 million
for the closure costs associated with the shutdown of 27 underperforming stores.
In addition,  we provided  $1.7 million,  consisting  primarily of severance and
retention  bonus  costs,  for  the   consolidation  and  relocation  of  certain
non-operating functions.

    Other  Depreciation and  Amortization.  Other  depreciation and amortization
expenses were $3.3 million for fiscal 2004,  compared to $3.3 million for fiscal
2003.

     Interest  Expense.  Interest  expense was $25.3 million for the fiscal year
ended June 30,  2004 and was $20.2  million  for the fiscal  year ended June 30,
2003,  an  increase  of $5.1  million  or 25.2%.  A portion of the  increase  is
attributable  to $1.0  million of interest  paid on our the old  10.875%  senior
notes for the 30 day period  subsequent  to the issuance on November 13, 2003 of
$220.0 million  principal amount of new 9.75% senior notes. We elected to effect
covenant  defeasance on our the old notes by  depositing  with the trustee funds
sufficient  to satisfy the old notes  together with the call premium and accrued
interest to the December 13, 2003 redemption date.  Additionally,  the increased
interest on the incremental  long-term debt outstanding after the refinancing on
November 13, 2003 and an additional  offering of $20 million principal amount of
9.75%  senior  notes due 2011 on May 6, 2004  accounted  for $6.2 million of the
increase in total interest expense.  Offsetting these increases was a decline of
$2.1 million in interest on our  revolving  credit  facility.  This decline is a
result of the use of a portion  of the  proceeds  from the  issuance  of the new
notes to repay the entire  outstanding  revolving credit balance on November 13,
2003.

     Loss on  Extinguishment  of Debt.  On November 13, 2003,  we issued  $220.0
million  principal amount of 9.75% senior notes due 2011. The proceeds from this
offering were used to redeem all of our outstanding 10.875% senior notes and our
outstanding 10.875% senior subordinated notes, to refinance our credit facility,
to distribute a portion of the proceeds to our parent company to redeem an equal
amount of its senior discount notes and to pay fees and expenses with respect to
these transactions and a related note exchange transaction  involving its senior
discount notes. On June 30, 2004, we terminated an agreement under which we sold

                                       30
<PAGE>
a  participation  interest  in  a  portion  of  the  short-term  consumer  loans
originated  by us in the United  Kingdom to a third party.  Associated  with the
termination  of  this  agreement  we paid  $276,660  representing  a  prepayment
penalty.

     The  loss  incurred  on  the  extinguishment  of  debt  is as  follows  (in
millions):

<TABLE>
<S>                                                                                 <C>
  Call Premium
       10.875% Senior Notes....................................................         $1.98
       10.875% Senior Subordinated Notes.......................................          0.73
  Write-off of previously capitalized deferred issuance costs, net.............          4.50
  Prepayment penalty on the extinguishment of collateralized borrowings........          0.28
                                                                                    ----------
  Loss on extinguishment of debt...............................................         $7.49
                                                                                    ==========
</TABLE>


     Litigation Settlement Costs. We accrued and paid $2.8 million during fiscal
2003 related to the California wage and hour  litigation  described in "Item 3 -
Legal Proceedings."

    Income  Taxes.  The  provision  for income  taxes was $16.6  million for the
fiscal  year ended June 30, 2004  compared to $13.5  million for the fiscal year
ended June 30, 2003, an increase of $3.1 million. Our effective tax rate differs
from the  federal  statutory  rate of 35% due to  foreign  taxes and a  one-time
charge  related to our election to  discontinue  to include  Canadian  income in
taxable income for U.S. tax filing  purposes.  Our effective income tax rate was
77.2% for the  fiscal  year ended  June 30,  2004 and 86.4% for the fiscal  year
ended June 30, 2003.  Following our  refinancing  in November 2003, we no longer
accrue U.S. tax on our foreign earnings. The amount of such tax was $2.3 million
for fiscal 2004 and $5.2 million for fiscal 2003.

Year Ended June 30, 2003 Compared to the Year Ended June 30, 2002

     Revenues.  Total revenues were $219.4 million for fiscal 2003,  compared to
$202.0  million  for  fiscal  2002,  an  increase  of  $17.4  million,  or 8.6%.
Comparable  retail store,  franchised  store and document  transmitter  revenues
increased $15.8 million, or 8.1%, which is primarily attributable to our foreign
operations  as  those  markets  continue  to  mature  as well as the  impact  of
favorable  foreign  currency rates in fiscal 2003. New store openings  accounted
for an increase of $4.5 million, which was partially offset by a decline of $2.9
million in revenues from closed stores.  The increase in total revenues resulted
primarily  from an  increase of $11.7  million,  or 16.8%,  in consumer  lending
revenues.  The increase in consumer lending revenues was primarily a result of a
$7.8 million,  or 34.2%,  increase in revenues in Canada  resulting  from higher
lending volumes and increased finance charges,  and an increase of $3.9 million,
or 8.3%, in domestic revenues primarily  resulting from a decrease in net credit
losses which are charged against the reserve during the period in which the loss
occurred. The reserve for losses is then replenished through a charge to revenue
in the same period.  In addition to the increase in consumer  lending  revenues,
our check cashing  revenues  increased by $3.6 million,  or 3.5%.  Foreign check
cashing  revenues  accounted for $8.1 million of this increase  offset by a $4.5
million decline in domestic check cashing  revenues due to an overall decline in
service sector employment.  The balance of the increase in total revenues,  $2.1
million,  relates to other  ancillary  products,  primarily  revenues from money
transfer fees.

     Store and  Regional  Expenses.  Store and  regional  expenses  were  $142.3
million for fiscal 2003, compared to $136.1 million for fiscal 2002, an increase
of $6.2 million,  or 4.5%.  The effect of the new store  openings in fiscal 2003
accounted for an increase of $1.5  million.  Also,  store and regional  expenses
increased $4.0 million due to increased  salaries and benefits  attributable  to
our  foreign  subsidiaries,  commensurate  with the growth in those  operations.
Total store and regional  expenses as a percentage  of revenues  decreased  from
67.4% in fiscal 2002 to 64.9% in fiscal 2003.  Store and regional  expenses as a
percentage  of revenues of our foreign  subsidiaries  were 55.7% for fiscal 2002
and 52.5% for fiscal 2003.

          Salaries and Benefits Expense. Salaries and benefits expense was $69.8
     million for fiscal  2003,  compared to $65.3  million for fiscal  2002,  an
     increase  of $4.5  million,  or 6.9%.  New  store  openings  accounted  for
     $600,000  of  the  increase.  Our  foreign  subsidiaries  accounted  for an
     increase of $4.0  million in salaries and  benefits.  Salaries and benefits
     expense as a percentage of revenues decreased from 32.3% for fiscal 2002 to
     31.8% for fiscal 2003.

          Occupancy  Expense.  Occupancy  expense  was $18.9  million for fiscal
     2003,  compared to $18.1  million for fiscal 2002, an increase of $800,000,
     or 4.3%.  New  store  openings  accounted  for  $300,000  of the  increase.
     Occupancy  expense as a  percentage  of  revenues  decreased  from 9.0% for
     fiscal 2002 to 8.6% for fiscal 2003.

                                       31
<PAGE>
          Depreciation Expense. Depreciation expense was $5.9 million for fiscal
     2003, compared to $6.5 million for fiscal 2002, a decrease of $600,000,  or
     10.2%. Depreciation expense as a percentage of revenues decreased from 3.2%
     for fiscal 2002 to 2.7% for fiscal 2003.

          Other. Other store and regional expenses were $47.8 million for fiscal
     2003,  compared  to $46.2  million  for fiscal  2002,  an  increase of $1.6
     million,  or 3.3%.  New store  openings  accounted for an increase in other
     store and regional  expenses of $600,000.  The closing of stores during the
     fiscal year  partially  offset  these  increases.  Other store and regional
     expenses  consist  of bank  charges,  armored  carrier  services,  returned
     checks,   net  and  cash   shortages,   telephone  and   telecommunication,
     advertising and other costs incurred by the stores.

     Establishment  of Reserves for New Consumer  Lending  Arrangements.  During
fiscal 2002 we ceased  servicing  loans for Eagle National Bank,  entered into a
new  servicing  arrangement  with  County  Bank  and  increased  the  number  of
company-funded  loans  we  originated.  Because  of  this  change  in  servicing
arrangement,  and the corresponding  changes in banking systems,  procedures and
daily operations, we believed that the existing outstanding loan portfolio could
experience  charge-offs  greater  than  our  historical  charge-off  levels.  In
addition,  County Bank imposed  restrictions  on loans  marketed in the State of
California  that we  believed  increased  the  likelihood  of loan losses on the
existing   portfolio  of  loans  originated  in  California.   Accordingly,   we
established  a reserve of $2.2  million in fiscal 2002 and no such  amounts were
recorded in fiscal 2003 or fiscal 2004.

     Corporate Expenses.  Corporate expenses were $31.2 million for fiscal 2003,
compared to $24.5  million for fiscal  2002,  an  increase of $6.7  million,  or
27.4%.  Salaries and benefits  increased $3.7 million associated with the growth
of foreign  operations.  There was an increase of $1.7  million in  professional
fees that includes legal and consulting costs associated with the implementation
of  enhanced  transaction  processing  systems  and  systems  development  costs
associated with our new banking  relationships  with First Bank and County Bank.
During the fourth  quarter of fiscal 2003, we  transferred  certain  operational
support  functions to our Canadian  headquarters  from our U.S.  headquarters to
complete  a  process  of  rationalizing  our  North  American  corporate  office
functions that had begun in October 2002.  Corporate expenses as a percentage of
revenues increased from 12.1% for fiscal 2002 to 14.2% for fiscal 2003.

     Losses on Store Closings and Sales and Other Restructuring. Losses on store
closings  and sales and other  restructuring  was $4.0  million for fiscal 2003,
compared to $1.4 million for fiscal  2002.  For fiscal  2003,  we provided  $1.6
million for the closure costs  associated with the shutdown of 27 stores.  These
costs  consist  primarily  of  lease   obligations  and  leasehold   improvement
write-offs.  In addition,  we provided  $1.7  million,  consisting  primarily of
severance and retention  bonus costs,  for the  consolidation  and relocation of
certain non-operating functions.

     Other  Depreciation and Amortization.  Other  depreciation and amortization
expenses were $3.3 million for fiscal 2003,  compared to $2.7 million for fiscal
2002,  an increase of  $600,000,  or 22.6%.  This  increase is  attributable  to
additional investments in technology and the expansion of our Canadian corporate
office as a result of the relocation of certain operational support functions to
Canada from the U.S.  headquarters.  Other  depreciation  and  amortization as a
percentage  of revenues  increased  from 1.3% for fiscal 2002 to 1.5% for fiscal
2003.

     Interest  Expense.  Interest  expense was $20.2  million  for fiscal  2003,
compared to $18.7 million for fiscal 2002, an increase of $1.5 million, or 8.0%.
This increase is  attributable to the increase in the average  borrowings  under
our credit  facilities  and an  increase  in  interest  rates as a result of the
November  2002  amendment  of our credit  facility  and the impact of the higher
effective interest rate on our collateralized borrowing.

     Litigation Settlement Costs. We accrued and paid $2.8 million during fiscal
2003 related to the California wage and hour  litigation  described in "Item 3 -
Legal Proceedings."

     Income Tax  Provision.  The provision for income taxes was $13.5 million in
2003 and $10.2  million  in 2002.  Our  effective  income  tax rate for 2003 was
86.4%,  compared to 62.8% for 2002.  Our effective rate differs from the federal
statutory  rate of 35% due to state  taxes,  foreign  taxes  and  U.S.  taxes on
foreign  earnings,  primarily  resulting from the guarantees on our prior credit
facility and senior notes by our foreign subsidiaries. Following our refinancing
in November  2003,  we no longer  accrue U.S. tax on our foreign  earnings.  The
amount of such tax was $5.2  million for fiscal 2003 and $2.4 million for fiscal
2002.

                                       32
<PAGE>
Quarterly Operating Results

     The following table sets forth, for the periods  indicated,  our results of
operations and selected items in our consolidated statements of operations.  The
information for each of these quarters is unaudited and has been prepared on the
same  basis  as  our  audited  financial  statements.  In  the  opinion  of  our
management,  all  necessary  adjustments,  consisting  only of normal  recurring
adjustments,  have been  included  to  present  fairly the  unaudited  quarterly
results  when  read in  conjunction  with  our  audited  consolidated  financial
statements.

<TABLE>
<S>                                           <C>              <C>                 <C>              <C>
                                                                    Three months ended
                                               September 30      December 31       March 31         June 30
                                             ----------------- ---------------- ---------------- --------------
Fiscal 2004:
Revenues...............................       $        56,990  $        60,762     $     65,626     $   63,052
Income (loss) before incomes taxes.....                 5,430            (725)           11,294          5,502
Net income (loss)......................                 1,142          (1,645)            1,566          3,849

Fiscal 2003:
Revenues...............................      $         52,652  $        53,290     $     57,974     $   55,472
Income (loss) before incomes taxes.....                 2,721            (227)            8,375          4,773
Net income (loss)......................                   811            (250)              992            578
</TABLE>

Balance Sheet Variations

     June 30, 2004 Compared to June 30, 2003.

     Total loans  receivable  increased  $7.7 million from $21.4 million at June
30,  2003 to  $29.1  million  at June  30,  2004.  The  increase  was  primarily
attributable to higher foreign loan volumes of $5.4 million,  increased domestic
volume of $1.3 million and a currency  translation impact of $1.0 million.  As a
result of the increase in our installment  loan portfolio the allowance for loan
losses increased $1.0 million from $1.3 million at June 30, 2003 to $2.3 million
at June 30, 2004.

     Prepaid expenses  increased $2.7 million from $6.5 million at June 30, 2003
to $9.2 million at June 30, 2004 due primarily to an increase in our pawn broker
business in the United Kingdom.

     Income  taxes  receivable  increased  to $3.2 million at June 30, 2004 from
$1.4  million  related  primarily  to the  prepayment  of taxes by our  Canadian
subsidiary.

     Goodwill and other  intangibles  increased $4.8 million from $143.4 million
at June 30,  2003 to $148.2  million at June 30, 2004  primarily  due to foreign
currency translation adjustments.

     Debt issuance  costs  increased from $5.2 million at June 30, 2003 to $11.2
million at June 30, 2004 due to the refinancing of our debt in November 2003 and
May 2004.

     Accounts payable decreased $2.2 million from $17.2 million at June 30, 2003
to $15.0  million at June 30, 2004 due to the timing of  settlements  with third
party vendors and our franchisees.

     Foreign  income taxes payable  increased from $1.4 million at June 30, 2003
to $6.0 million at June 30, 2004 due primarily to accrued  foreign taxes for the
current fiscal year.

     Accrued expenses and other  liabilities  increased to $16.9 million at June
30, 2004 from $10.5 million at June 30, 2003 due to increased  professional fees
associated with legal matters associated with our Canadian subsidiary, incentive
accruals and the timing of monies due our franchisees.

     Revolving credit facilities and long-term debt increased $42.3 million from
$199.0  million at June 30, 2003 to $241.3 million at June 30, 2004. On November
13, 2003, we issued $220.0  million  principal  amount of 9.75% senior notes due
2011 under Rule 144A and  Regulation S of the Securities Act of 1933 and entered
into a new $55.0 million senior secured reducing revolving credit facility.  The
proceeds from these  transactions  were used to repay,  in full,  all borrowings
outstanding  under our prior credit  facility,  redeem the entire $109.2 million
principal  amount of our 10.875% senior notes due 2006,  redeem the entire $20.0
million  principal  amount of our 10.875%  senior  subordinated  notes due 2006,

                                       33
<PAGE>
dividend $20 million to our parent company to redeem their 13.0% senior discount
notes due 2006, and pay all related fees,  expenses and redemption premiums with
respect to these  transactions.  On May 6, 2004, we  consummated  an offering of
$20.0 million  principal  amount of 9.75% senior notes due 2011.  The notes were
offered as additional debt securities  under the indenture  pursuant to which we
had  issued  $220.0  million  of notes in  November  2003.  The notes  issued in
November  2003 and the notes  issued in May 2004  constitute  a single  class of
securities under the indenture. The net proceeds from the May 2004 note offering
were  distributed  to our parent  company to redeem  approximately  $9.1 million
aggregate  principal amount of its 16.0% senior notes due 2012 and approximately
$9.1 million aggregate  principal amount of its 13.95% senior subordinated notes
due 2012.

     Total  shareholder's  equity  decreased $29.7 million to $38.0 million from
$67.7 million  primarily due to our $40.7 million dividend payment to our parent
company offset in part by net income and foreign currency translation.

Liquidity and Capital Resources

     On November 13, 2003, we issued $220.0  million  principal  amount of 9.75%
senior  notes due 2011 and  entered  into a new  $55.0  million  senior  secured
reducing  revolving credit facility.  The proceeds from these  transactions were
used to repay,  in full,  all  borrowings  outstanding  under  our prior  credit
facility,  redeem the entire  $109.2  million  principal  amount of our  10.875%
senior notes due 2006,  redeem the entire $20.0 million  principal amount of our
10.875% senior  subordinated  notes due 2006, redeem $20.0 million of our parent
company's  13.0%  senior  discount  notes due 2006,  and pay all  related  fees,
expenses and redemption premiums with respect to these  transactions.  On May 6,
2004, we consummated an additional offering of $20.0 million principal amount of
9.75%  senior  notes due  2011.  The  notes  were  offered  as  additional  debt
securities under the indenture pursuant to which we had issued $220.0 million of
notes in November  2003.  The notes issued in November 2003 and the notes issued
in May 2004 constitute a single class of securities under the indenture. The net
proceeds from the May 2004 note offering were  distributed to our parent company
to redeem  approximately  $9.1 million  aggregate  principal amount of its 16.0%
senior notes due 2012 and approximately $9.1 million aggregate  principal amount
of its 13.95% senior subordinated notes due 2012.

     Our principal  sources of cash are from operations and borrowings under our
credit  facilities.  We  anticipate  that our  primary  uses of cash  will be to
provide  working  capital,  finance  capital  expenditures,  meet  debt  service
requirements,  fund company  originated  short-term  consumer  loans and finance
store expansion.

     Net cash provided by operating activities was $14.5 million in fiscal 2002,
$3.8 million in fiscal 2003 and $20.4 million in fiscal 2004. The decline in net
cash  provided  by  operating  activities  from  fiscal  2002 to fiscal 2003 was
primarily a result of  increased  working  capital  requirements  related to the
timing of settlements  associated with the consumer lending  program.  Our prior
relationship  with Eagle National Bank provided for daily  settlement of amounts
owed to us from  consumer  loan  activity;  our  relationship  with  County Bank
provides for monthly  settlement and our  relationship  with First Bank provides
for  semi-monthly  settlements.  The increase in net cash  provided by operating
activities was primarily the result of improved operating results and the impact
of the timing of settlements from fiscal 2003 to fiscal 2004 related to our loan
servicing arrangements with County Bank and First Bank.

     Net cash used in  investing  activities  was $10.1  million in fiscal 2002,
$10.7  million in fiscal 2003 and $8.6  million in fiscal  2004.  Our  investing
activities  primarily  relate to  purchases of property  and  equipment  for our
stores,  investments in technology and  acquisitions.  During fiscal 2003,  $3.3
million of this amount was  attributable  to earn-out  payments on  acquisitions
completed  during previous years  accounting for the decline from fiscal 2003 to
fiscal  2004.  For  the  fiscal  year  ended  June  30,  2004  we  made  capital
expenditures  of $8.2 million.  The actual amount of capital  expenditures  each
year will  depend in part upon the number of new stores  acquired  or opened and
the number of stores  remodeled.  Our budgeted capital  expenditures,  excluding
acquisitions, are currently anticipated to aggregate approximately $10.0 million
during our fiscal year ending June 30, 2005,  for  remodeling  and relocation of
certain existing stores and for opening new stores.

     Net cash  provided by (used in)  financing  activities  was $9.4 million in
fiscal 2002,  $(10.9) million in fiscal 2003 and $(16.5) million in fiscal 2004.
The  decline  during  fiscal  2004 was  primarily  the result of a  decrease  in
borrowings  under our bank  facilities from $61.7 million as of June 30, 2003 to
$0 million as of June 30, 2004 offset  somewhat by net cash from the refinancing
activities  discussed  above. The decline during fiscal 2003 was also the result
of a decrease in borrowings  under our revolving  credit  facilities  from $78.9
million as of June 30, 2002 to $61.7 million as of June 30, 2003.

     As part of our growth  strategy,  we opened 14 new  stores  and  acquired 3
stores  during the fiscal year ended June 30,  2004,  resulting in a net gain of
approximately 14 stores after store dispositions and closings. We expect to open

                                       34
<PAGE>
approximately  20 to 30 new stores in fiscal  2005,  resulting  in a net gain of
approximately 17 to 27 new stores after store dispositions and closings.

     The  capital  cost of  opening  a new  store is  typically  in the range of
$95,000 to $125,000  but varies  depending  on the size and type of store.  This
capital cost includes leasehold  improvements,  signage,  computer equipment and
security  systems.  In addition,  the typical store requires  working capital of
$40,000 to $60,000 to fund operations.

     For the fiscal year ended June 30,  2004,  we spent $8.2 million on capital
expenditures and $550,000 on store acquisitions.

     Revolving  Credit  Facilities.  During fiscal 2004, we had three  revolving
credit facilities:  a domestic  revolving credit facility,  a Canadian overdraft
facility and a United Kingdom overdraft facility.

          Domestic Revolving Credit Facility. On November 13, 2003, we repaid in
     full all  borrowings  outstanding  under  our  previously  existing  credit
     facility  using a  portion  of the  proceeds  from the  issuance  of $220.0
     million principal amount of 9.75% senior notes due 2011 and  simultaneously
     entered into a new $55.0 million senior secured  reducing  revolving credit
     facility.  Under the terms of the agreement governing the new facility, the
     commitment  under the new  facility  was  reduced by $750,000 on January 2,
     2004 and will be reduced on the first business day of each calendar quarter
     thereafter,  and is subject to additional  reductions  based on excess cash
     flow up to a maximum reduction,  including quarterly  reductions,  of $15.0
     million.  The commitment may be subject to further  reductions in the event
     we engage in certain issuances of securities or asset disposals.  Under the
     new facility, up to $20.0 million may be used in connection with letters of
     credit.  Our  borrowing  capacity  under the new facility is limited to the
     total  commitment  of $55.0 million less letters of credit  totaling  $13.0
     million  issued by Wells Fargo Bank,  which  guarantee the  performance  of
     certain  of our  contractual  obligations.  At June 30,  2003 we had  $16.7
     million cash in excess of our short-term borrowing needs. As a consequence,
     at June 30, 2004,  the  borrowing  capacity was $40.5 million and there was
     none outstanding.

          Canadian Overdraft Facility.  Our Canadian operating  subsidiary has a
     Canadian  overdraft  facility to fund peak  working  capital  needs for our
     Canadian  operations.  The  Canadian  overdraft  facility  provides  for  a
     commitment  of up to  approximately  $10.0  million,  of which there was no
     outstanding  balance  on June  30,  2004.  Amounts  outstanding  under  the
     Canadian  overdraft  facility bear interest at a rate of Canadian prime and
     are secured by a $10.0 million  letter of credit issued by Wells Fargo Bank
     under our domestic revolving credit facility.

          United Kingdom Overdraft Facility.  For our U.K. operations,  our U.K.
     operating  subsidiary  had  an  overdraft  facility  which  provided  for a
     commitment  of up to  approximately  $6.9  million,  of which  there was no
     outstanding balance on June 30, 2004. The United Kingdom overdraft facility
     was secured by a $6.0 million  letter of credit  issued by Wells Fargo Bank
     under our domestic revolving credit facility.  The United Kingdom overdraft
     facility expired on March 31, 2004 and was not renewed.

     Long-term  Debt. As of June 30, 2004,  long-term  debt  consisted of $240.0
million  principal  amount of our 9.75%  senior  notes due November 15, 2011 and
$105,000 of other long-term debt.

     Operating Leases. Operating leases are scheduled payments on existing store
and other administrative  leases. These leases typically have initial terms of 5
years and may contain provisions for renewal options,  additional rental charges
based on revenue and payment of real estate taxes and common area charges.

     Other Collateralized  Borrowings.  On November 15, 2002, we entered into an
agreement  with a third  party to sell,  without  recourse  subject  to  certain
obligations,  a participation  interest in a portion of the short-term  consumer
loans  originated by us in the United  Kingdom.  Pursuant to the  agreement,  we
retained  servicing  responsibilities  and  earned  servicing  fees,  which were
subject to reduction if the related loans were not collected.  At June 30, 2003,
there were $8.0 million of loans  receivable  pledged under this  agreement.  On
June 30, 2004 we terminated  this  agreement and paid $8.0 million to repurchase
the   participation   interest,   $104,000  of  accrued  interest  and  $277,000
representing  a prepayment  penalty.  The entire amount was paid with  available
cash on hand and no additional  borrowing was required.  In connection  with the
repurchase of the participation interest, the liens on the loans receivable were
released.

                                       35
<PAGE>
         We entered into the commitments described above and other contractual
obligations in the normal course of business as a source of funds for asset
growth and asset/liability management and to meet required capital needs. Our
principal future obligations and commitments as of June 30, 2004, excluding
periodic interest payments, included the following:

<TABLE>
                                                              Payments Due by Period (in thousands)
<S>                                       <C>              <C>              <C>             <C>              <C>
                                         ---------------------------------------------------------------------------------
                                                           Less than 1         1 - 3           4 - 5           After 5
                                             Total             Year            Years           Years            Years
                                          -------------    -------------    ------------    -------------    -------------

Long-term debt
     9.75% senior notes due 2011.....     $    241,176     $          -     $         -     $          -     $    241,176
Operating leases.....................           61,462           17,143          23,822           13,196            7,301
Other................................              105              105               -                -                -
                                          -------------    -------------    ------------    -------------    -------------
Total contractual cash obligations...     $    302,743     $     17,248     $    23,822     $     13,196     $    248,477
                                          =============    =============    ============    =============    =============
</TABLE>

     We believe  that,  based on current  levels of operations  and  anticipated
improvements  in operating  results,  cash flows from  operations and borrowings
available  under our credit  facilities  will allow us to fund our liquidity and
capital expenditure  requirements for the foreseeable future,  including payment
of interest  and  principal on our  indebtedness.  This belief is based upon our
historical  growth rate and the  anticipated  benefits we expect from  operating
efficiencies.  We expect additional  revenue growth to be generated by increased
check cashing revenues, growth in the consumer lending business, the maturity of
recently opened stores and the continued expansion of new stores. We also expect
operating expenses to increase,  although the rate of increase is expected to be
less  than the rate of  revenue  growth.  Furthermore,  we do not  believe  that
additional  acquisitions or expansion are necessary to cover our fixed expenses,
including debt service.

Impact of Inflation

     We do not believe that inflation has a material impact on our earnings from
operations.

Seasonality

     Our business is seasonal due to the impact of several tax-related services,
including cashing tax refund checks. Historically, we have generally experienced
our highest  revenues and earnings  during our third fiscal quarter ending March
31, when revenues from these  tax-related  services peak. Due to the seasonality
of  our  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.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Generally

     In the operations of our subsidiaries and the reporting of our consolidated
financial  results,  we are  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 we and our subsidiaries are exposed relate to:

     o    interest  rates on  debt;  and
     o    foreign exchange rates generating translation gains and losses.

     We and our subsidiaries have no market risk sensitive  instruments  entered
into for trading  purposes,  as defined by GAAP.  Information  contained in this
section  relates  only to  instruments  entered  into for  purposes  other  than
trading.

                                       36
<PAGE>
Interest Rates

     Our outstanding  indebtedness,  and related  interest rate risk, is managed
centrally by our treasury  department by implementing  the financing  strategies
approved  by our board of  directors.  Our debt  consists of  fixed-rate  senior
notes. Our revolving credit facilities carry variable rates of interest. As most
of our average  outstanding  indebtedness  carries a fixed rate of  interest,  a
change in interest  rates is not  expected to have a  significant  impact on our
consolidated financial position, results of operations or cash flows.

Foreign Exchange Rates

    Operations  in the United  Kingdom and Canada  have  exposed us to shifts in
currency valuations.  From time to time, we may elect to purchase put options in
order to protect  earnings  in the United  Kingdom  and Canada  against  foreign
currency  fluctuations.  Out of the money put options may be  purchased  because
they cost less than  completely  averting  risk,  and the  maximum  downside  is
limited to the difference between the strike price and exchange rate at the date
of  purchase  and the  price of the  contracts.  At June 30,  2004,  we held put
options with an aggregate notional value of $(CAN) 44.0 million and (pound)(GBP)
7.7 million to protect the  currency  exposure in Canada and the United  Kingdom
throughout  fiscal year 2005. We use purchased  options  designated as cash flow
hedges to protect against the foreign  currency  exchange rate risks inherent in
our forecasted  earnings  denominated in currencies  other than the U.S. dollar.
Our cash flow hedges have a duration of less than twelve months.  For derivative
instruments  that are designated and qualify as cash flow hedges,  the effective
portions of the gain or loss on the derivative instrument are initially recorded
in  accumulated  other   comprehensive   income  as  a  separate   component  of
shareholder's  equity and subsequently  reclassified into earnings in the period
during which the hedged  transaction is recognized in earnings.  The ineffective
portion of the gain or loss is reported in corporate  expenses on the  statement
of operations. For options designated as hedges, hedge effectiveness is measured
by comparing the  cumulative  change in the hedge  contract with the  cumulative
change in the hedged item,  both of which are based on forward rates. As of June
30, 2004 no amounts were  excluded from the  assessment of hedge  effectiveness.
There was no ineffectiveness in our cash flow hedges for the year ended June 30,
2004.

     Canadian  operations  accounted for  approximately  127.5% of  consolidated
pre-tax  earnings  for the  fiscal  year  ended  June 30,  2004,  and  166.6% of
consolidated  pre-tax  earnings  for the fiscal year ended June 30,  2003.  U.K.
operations  accounted for approximately  55.3% of consolidated  pre-tax earnings
for the fiscal year ended June 30, 2004 and approximately  52.9% of consolidated
pre-tax  earnings for the fiscal year ended June 30, 2003. As currency  exchange
rates  change,  translation  of the  financial  results of the Canadian and U.K.
operations  into U.S.  dollars will be impacted.  Changes in exchange rates have
resulted in cumulative translation adjustments increasing our net assets by $6.1
million.  Our U.K.  subsidiaries had $8.0 million of  collateralized  borrowings
denominated in U.S.  dollars for all of fiscal 2003 and most of fiscal 2004. The
collateralized borrowings were subject to foreign currency transaction gains and
losses. These gains and losses are included in corporate expenses.

     We estimate that a 10.0% change in foreign  exchange  rates by itself would
have  impacted   reported  pre-tax   earnings  from  continuing   operations  by
approximately  $3.9  million  for fiscal 2004 and $3.4  million  for 2003.  This
impact  represents  nearly 18.1% of our  consolidated  pre-tax  earnings for the
fiscal year ended June 30, 2004 and 21.7% of our  consolidated  pre-tax earnings
for the fiscal year ended June 30,  2003.  The above  figures do not reflect the
impact of hedging  activities  designed to mitigate  foreign  exchange  currency
risks.

                                       37
<PAGE>
Item 8. FINANCIAL STATEMENTS

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Dollar Financial Corp.

We have audited the accompanying consolidated balance sheets of Dollar Financial
Group,  Inc.  as of  June  30,  2004  and  2003,  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, 2004.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (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,  2004 and 2003,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
June 30, 2004, in conformity with U.S. generally accepted accounting principles.

                                                     /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
August 27, 2004






















                                       38
<PAGE>
<TABLE>
                          DOLLAR FINANCIAL GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)

                                                                                        June 30,
<S>                                                                     <C>                     <C>
                                                                        ------------------------------------------
                                                                               2003                     2004
                                                                        -------------------    -------------------

Assets
Cash and cash equivalents..............................................     $     71,805            $      69,266
Loans receivable
    Loans receivable...................................................           13,444                   29,116
    Loans receivable pledged...........................................            8,000                        -
                                                                        -----------------      -------------------
Total loans receivable.................................................           21,444                   29,116
Less:  Allowance for loan losses.......................................            1,344                    2,315
                                                                        -----------------      -------------------
Loans receivable, net..................................................           20,100                   26,801
Other consumer lending receivables.....................................            6,458                    7,404
Other receivables......................................................            4,500                    3,787
Income taxes receivable................................................            1,369                    3,170
Prepaid expenses.......................................................            6,358                    9,161
Notes and interest receivable--officers................................            3,468                    3,623
Due from parent........................................................            4,573                    8,637
Property and equipment, net of accumulated
    depreciation of $39,309 and $49,540................................           29,209                   27,965
Goodwill and other intangibles, net of accumulated
    amortization of $22,017 and $23,339................................          143,416                  148,228
Debt issuance costs, net of accumulated
    amortization of $7,945 and $967 ...................................            5,200                   11,160
Other..................................................................            1,833                    1,832
                                                                        -----------------      -------------------
                                                                            $    298,289             $    321,034
                                                                        =================      ===================

Liabilities and shareholder's equity
Accounts payable.......................................................     $     17,245             $     14,973
Foreign income taxes payable...........................................            1,380                    5,979
Accrued expenses and other liabilities.................................           10,512                   16,908
Accrued interest payable...............................................            1,656                    3,876
Deferred tax liability.................................................              838                        -
Other collateralized borrowings........................................            8,000                        -
Revolving credit facilities............................................           61,699                        -
10-7/8% Senior Notes due 2006..........................................          109,190                        -
9-3/4% Senior Notes due 2011...........................................                -                  241,176

Subordinated notes payable and other...................................           20,081                      105
Shareholder's equity:
    Common stock, $1 par value: 20,000 shares authorized;
       100 shares issued at June 30, 2003 and 2004.....................                -                        -
    Additional paid-in capital.........................................           50,957                   21,617
    Retained earnings..................................................            9,034                    2,587
    Accumulated other comprehensive income.............................            7,697                   13,813
                                                                        -----------------      -------------------
Total shareholder's equity.............................................           67,688                   38,017
                                                                        -----------------      -------------------
                                                                            $    298,289             $    321,034
                                                                        =================      ===================
                             See accompanying notes.
</TABLE>


                                       39
<PAGE>

<TABLE>
                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)

                                                                              Year ended June 30,
<S>                                                              <C>            <C>            <C>
                                                                 -----------------------------------------------
                                                                      2002           2003            2004
                                                                 -----------------------------------------------

Revenues.....................................................
    Check cashing............................................    $      104,792 $      108,435 $        117,397
    Consumer lending:
      Fees from consumer lending.............................            97,712        106,557          120,807
      Provision for loan losses and adjustment to
       servicing revenue.....................................           (27,913)       (24,995)         (24,489)
                                                                 -----------------------------------------------
    Consumer lending, net....................................            69,799         81,562           96,318
    Money transfer fees......................................            10,098         11,652           13,052
    Other ...................................................            17,287         17,739           19,663
                                                                 -----------------------------------------------
Total revenues...............................................           201,976        219,388          246,430
Store and regional expenses:
    Salaries and benefits....................................            65,295         69,799           76,008
    Occupancy                                                            18,087         18,856           19,805
    Depreciation.............................................             6,522          5,859            6,546
    Returned checks, net and cash shortages..................             9,107          8,531            9,132
    Telephone and telecommunication..........................             5,587          5,538            5,665
    Advertising..............................................             4,949          5,899            6,943
    Bank charges.............................................             4,240          3,138            3,744
    Armored carrier services.................................             2,651          2,873            3,051
    Other....................................................            19,704         21,787           24,786
                                                                 -----------------------------------------------
Total store and regional expenses............................           136,142        142,280          155,680

Establishment of reserves for new consumer lending
    arrangements.............................................             2,244              -                -
Corporate expenses...........................................            24,516         31,241           32,813
Losses on store closings and sales and other restructuring...             1,435          3,987              361
Other depreciation and amortization..........................             2,709          3,320            3,286
Interest expense, net of interest income of
    $254, $173 and $179......................................            18,694         20,168           25,303
Loss on extinguishment of debt...............................                 -              -            7,486
Litigation settlement costs..................................                 -          2,750                -
                                                                 -----------------------------------------------
Income before income taxes...................................            16,236         15,642           21,501
Income tax provision.........................................            10,199         13,511           16,589
                                                                 -----------------------------------------------
Net income...................................................    $        6,037 $       2,131  $          4,912
                                                                 ===============================================



                             See accompanying notes.
</TABLE>


                                       40
<PAGE>
<TABLE>
                          DOLLAR FINANCIAL GROUP, INC.

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

<S>                             <C>      <C>        <C>        <C>             <C>           <C>
                                                                                Accumulated
                                                    Additional                     Other          Total
                                   Common Stock      Paid-in      Retained     Comprehensive  Shareholder's
                                -------------------
                                 Shares    Amount    Capital      Earnings     (Loss) Income      Equity
                                -----------------------------------------------------------------------------

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
                                =============================================================================
Comprehensive income
     Translation adjustment
         for the year ended
         June 30, 2003........                                                        12,042          12,042
     Net income for the year
         ended June 30, 2003..                                          2,131                          2,131
                                                                                              ---------------
Total comprehensive income....                                                                        14,173
                                -----------------------------------------------------------------------------
Balance, June 30, 2003........       100         -       50,957         9,034          7,697          67,688
                                =============================================================================
Comprehensive income
     Translation adjustment
         for the year ended
         June 30, 2004........                                                         6,116           6,116
     Net income for the year
         ended June 30, 2004..                                          4,912                          4,912
                                                                                              ---------------
Total comprehensive income....                                                                        11,028
Dividends paid to parent......                          (29,340)      (11,359)                       (40,699)
                                -----------------------------------------------------------------------------
Balance, June 30, 2004........       100  $      -  $    21,617 $       2,587   $     13,813  $       38,017
                                =============================================================================

                             See accompanying notes.
</TABLE>


                                       41
<PAGE>
<TABLE>
                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                       Year ended June 30,
<S>                                                                         <C>          <C>          <C>
                                                                            ------------------------------------------
                                                                                2002         2003          2004
                                                                            ------------------------------------------

Cash flows from operating activities:
Net income...............................................................   $    6,037   $    2,131   $    4,912
Adjustments to reconcile net income to net cash provided by
    operating activities:
       Depreciation and amortization.....................................       10,740       10,971       11,570
       Loss on extinguishment of debt....................................            -            -        7,486
       Losses on store closings and sales and other restructuring........        1,154        3,987          187
       Foreign currency gain on revaluation of collateralized borrowings             -         (398)        (838)
       Establishment of reserves for new consumer lending arrangements...        1,448            -            -
       Deferred tax (benefit) provision..................................         (873)         783         (838)
       Change in assets and liabilities (net of effect of acquisitions):
           Decrease (increase) in loans and other receivables............        2,285       (9,118)      (7,360)
           Increase in income taxes receivable...........................         (698)      (1,626)      (1,801)
           Decrease (increase) in prepaid expenses and other.............          260          891       (2,387)
          (Decrease) increase in accounts payable, income taxes payable,
             accrued expenses and accrued interest payable...............       (5,900)      (3,789)       9,441
                                                                            ------------------------------------------
Net cash provided by operating activities................................       14,453        3,832       20,372

Cash flows from investing activities:
Acquisitions, net of cash acquired.......................................          (45)      (3,251)        (550)
Gross proceeds from sales of fixed assets................................            -            -           81
Additions to property and equipment......................................      (10,063)      (7,428)      (8,150)
                                                                            ------------------------------------------
Net cash used in investing activities....................................      (10,108)     (10,679)      (8,619)

Cash flows from financing activities:
Redemption of subordinated notes.........................................            -            -      (20,734)
Redemption of collateralized borrowings..................................            -            -       (8,277)
Other debt payments......................................................          (64)          (3)         (72)
Other collateralized borrowings..........................................            -        8,000            -
Issuance of 9-3/4% Senior Notes due 2011.................................            -            -      241,176
Redemption of 10-7/8% Senior Notes due 2006..............................            -            -     (111,170)
Net increase (decrease) in revolving credit facilities...................       11,112      (17,237)     (61,699)
Payments of debt issuance costs..........................................         (571)        (690)     (10,929)
Net increase in due from parent..........................................       (1,068)        (967)      (4,064)
Dividend paid to parent..................................................            -            -      (40,699)
                                                                            ------------------------------------------
Net cash provided by (used in) financing activities......................        9,409      (10,897)     (16,468)
Effect of exchange rate changes on cash and cash equivalents.............          427        2,916        2,176
                                                                            ------------------------------------------
Net increase (decrease) in cash and cash equivalents.....................       14,181      (14,828)      (2,539)
Cash and cash equivalents at beginning of year...........................       72,452       86,633       71,805
                                                                            ------------------------------------------
Cash and cash equivalents at end of year.................................   $   86,633   $   71,805   $   69,266
                                                                            ==========================================

Supplemental disclosures of cash flow information
Interest paid............................................................   $   17,472   $   18,432   $   21,485
Income taxes paid........................................................   $   16,035   $   14,548   $   13,858


                             See accompanying notes.
</TABLE>


                                       42
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2004

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 Dollar Financial Corp. ("Corp.").  The activities of
Corp. consist primarily of its investment in the Company. Dollar Financial Corp.
has no employees or operating activities.

The  Company,  through its  subsidiaries,  provides  retail  financial  services
through  a  network  of 1,110  locations  (of  which  638 are  Company-operated)
operating as Money Mart, The Money Shop, Loan Mart and  Insta-Cheques in sixteen
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 Express(R) services
and  originates  short-term  consumer  loans  through 458  independent  document
transmitter locations in 15 states.

2.   Significant Accounting Policies

Use of Estimates

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  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.

Reclassification

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.

Revenue recognition

With respect to  company-operated  stores,  revenues  from the  Company's  check
cashing,  money order sales,  money transfer and bill payment services and other
miscellaneous services reported in other revenues on its statement of operations
are all recognized when the transactions  are completed at the  point-of-sale in
the store.

With  respect to the  Company's  franchised  locations,  it  recognizes  initial
franchise  fees  upon   fulfillment  of  all  significant   obligations  to  the
franchisee. Royalty payments from its franchisees are recognized as earned.

For short term consumer loans that the Company makes directly,  which have terms
ranging from 1 to 37 days, revenue is recognized using the interest method. Loan
origination  fees are  recognized  as an  adjustment to the yield on the related
loan.

In  addition  to the  short-term  consumer  loans  originated  and funded by the
Company,  the  Company  also has  relationships  with two banks,  County Bank of
Rehoboth  Beach,  Delaware  and  First  Bank  of  Delaware.  Pursuant  to  these
relationships, the Company markets and services short-term consumer loans, which
have terms  ranging from 7 to 23 days,  that are funded by the banks.  The banks
are responsible for the  application  review process and determining  whether to
approve an  application  and fund a loan. As a result,  the banks' loans are not
reflected on the  Company's  balance  sheet.  The Company  earns a marketing and
servicing fee for each loan that is paid by borrowers to the banks.

                                       43
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

For loans funded by County Bank, the Company recognizes net servicing fee income
ratably over the life of the related loan.  In addition,  each month County Bank
withholds  certain  servicing fees payable to the Company in order to maintain a
cash  reserve.  The  amount of the  reserve  is equal to a fixed  percentage  of
outstanding loans at the beginning of the month plus a percentage of the finance
charges  collected  during the month.  Each month, net credit losses are applied
against  County Bank's cash reserve.  Any excess reserve is then remitted to the
Company as a collection  bonus. The remainder of the finance charges not applied
to the reserve are either used to pay costs  incurred by County Bank  related to
the short term loan  program,  retained  by the bank as  interest on the loan or
distributed to the Company as a servicing fee.

For loans funded by First Bank of Delaware, the Company recognizes net servicing
fee income ratably over the life of the related loan. In addition,  the bank has
established  a target  loss  rate for the loans  marketed  and  serviced  by the
Company.  Servicing  fees  payable to the Company  are reduced if actual  losses
exceed this target loss rate by the amount they exceed it. If actual  losses are
below the target loss rate, the difference is paid to the Company as a servicing
fee. The  measurement  of the actual loss rate and  settlement of servicing fees
occurs twice every month.

Because the Company's  servicing fees are reduced by loan losses incurred by the
banks, the Company has established a reserve for servicing fee  adjustments.  To
estimate the  appropriate  reserve for  servicing fee  adjustments,  the Company
considers the amount of outstanding  loans owed to the banks,  historical  loans
charged off,  current  collections  patterns and current  economic  trends.  The
reserve is then based on net  write-offs,  expressed  as a  percentage  of loans
originated on behalf of the banks applied against the total amount of the banks'
outstanding  loans.  This  reserve is  reported  in accrued  expenses  and other
liabilities  on the Company's  balance sheet and was $1,093 at June 30, 2003 and
$1,380 at June 30, 2004.

If one of the banks suffers a loss on a loan, the Company immediately records a
charge-off against the reserve for servicing fee adjustments for the entire
amount of the unpaid item. A recovery is credited to the reserve during the
period in which the recovery is made. Each month, the Company replenishes the
reserve in an amount equal to the net losses charged to the reserve in that
month. This replenishment, as well as any additional provisions to the reserve
for servicing fees adjustments as a result of the calculations set forth above,
is charged against revenues.

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.

Loans Receivable, Net

Unsecured  short-term  and  longer-term   installment  loans  that  the  Company
originates  on its own  behalf  are  reflected  on the  balance  sheet  in loans
receivable,  net. Loans receivable, net are reported net of a reserve related to
consumer  lending as described  below in the company  funded  consumer loan loss
reserves policy.

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 five years.



                                       44
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Intangible Assets

Under  the  provisions  of SFAS 142,  "Goodwill  and  Other  Intangible  Assets"
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 10). The Company has  completed  the  required  impairment
tests and determined that goodwill was not impaired.

Debt Issuance Costs

Debt  issuance  costs are amortized  using the  effective  yield method over the
remaining term of the related debt (see Note 5).

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 carrier services, returned checks, net and cash
shortages, advertising, telephone and telecommunication 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.

Company Funded Consumer Loan Loss Reserves Policy

The Company  maintains a loan loss reserve for anticipated  losses for loans the
Company  makes  directly  through  some of its  company-operated  locations.  To
estimate the appropriate level of loan loss reserves,  the Company considers the
amount of outstanding  loans owed to the Company,  historical loans charged off,
current  collection  patterns and current economic trends. The Company's current
loan loss reserve is based on its net charge-offs,  expressed as a percentage of
loans  originated for the last twelve months applied against the total amount of
outstanding  loans  that it makes  directly.  As these  conditions  change,  the
Company may need to make additional provisions in future periods.

When a loan is originated,  the customer  receives the cash proceeds in exchange
for a post-dated  check or a written  authorization  to initiate a charge to the
customer's bank account on the stated maturity date of the loan. If the check or
the debit to the  customer's  account  is  returned  from the bank  unpaid,  The
Company  immediately records a charge-off against the consumer loan loss reserve
for the entire  amount of the unpaid item. A recovery is credited to the reserve
during  the  period in which the  recovery  is made.  Each  month,  the  Company
replenishes  the  reserve in an amount  equal to the net  losses  charged to the
reserve in that month. This replenishment,  as well as any additional provisions
to the loan  loss  reserve  as a result  of the  calculations  in the  preceding
paragraph, is charged against revenues.

Check Cashing Returned Item Policy

The Company charges  operating  expense for losses on returned checks during the
period in which such checks are  returned.  Recoveries  on  returned  checks are
credited to operating  expense in the period during which recovery is made. This
direct method for recording returned check losses and recoveries  eliminates the
need for an  allowance  for  returned  checks.  The net  expense  for bad checks
included  in  returned  checks,  net  and  cash  shortages  in the  accompanying
consolidated statements of operations was $7,062,000,  $6,738,000 and $7,662,000
for the years ended June 30, 2002, 2003 and 2004, respectively.

                                       45
<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  intends  to  reinvest  its  foreign  earnings  and as a result the
Company has not provided a deferred tax liability on foreign earnings.

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 $614,000,  $775,000 and $720,000 for the years ended June
30, 2002, 2003 and 2004, respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs charged to
expense were $5,844,000,  $6,922,000 and $7,406,000 for the years ended June 30,
2002, 2003 and 2004, 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  (see  Note 5).  The
Company's other financial instruments consist of cash and cash equivalents, loan
and other consumer lending receivables, which are short-term in nature and their
fair  value   approximates   their  carrying  value.

Operations  in the  United  Kingdom  and  Canada  have  exposed  us to shifts in
currency  valuations.  From time to time,  the Company may elect to purchase put
options in order to protect  earnings in the United  Kingdom and Canada  against
foreign  currency  fluctuations.  Out of the money put options may be  purchased
because they cost less than completely  averting risk, and the maximum  downside
is limited to the  difference  between the strike price and exchange rate at the
date of purchase and the price of the  contracts.  At June 30, 2004, the Company
held put options  with an  aggregate  notional  value of $(CAN) 44.0 million and
(pound)(GBP)  7.7  million to protect  the  currency  exposure in Canada and the
United Kingdom  throughout  fiscal year 2005. The Company uses purchased options
designated as cash flow hedges to protect against the foreign currency  exchange
rate risks inherent in its forecasted  earnings  denominated in currencies other
than the U.S.  dollar.  The  Company's  cash flow hedges have a duration of less
than twelve months.  For derivative  instruments that are designated and qualify
as  cash  flow  hedges,  the  effective  portions  of the  gain  or  loss on the
derivative  instrument are initially recorded in accumulated other comprehensive
income  as  a  separate  component  of  shareholder's  equity  and  subsequently
reclassified into earnings in the period during which the hedged  transaction is
recognized in earnings.  The ineffective portion of the gain or loss is reported
in corporate expenses on the statement of operations.  For options designated as
hedges,  hedge  effectiveness is measured by comparing the cumulative  change in
the hedge contract with the cumulative  change in the hedged item, both of which
are based on forward  rates.  As of June 30, 2004 no amounts were  excluded from
the  assessment  of hedge  effectiveness.  There was no  ineffectiveness  in the
Company's  cash flow  hedges for the year ended June 30,  2004.  The fair market
value at June 30,  2004 was  $561,000  and is  included  in other  assets on the
balance sheet.


                                       46
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.       Significant Accounting Policies (continued)

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 U.S.  generally  accepted
accounting principles.  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 corporate expenses.

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.  As part of the franchise  agreement,  the Company provides certain
pre-opening  assistance  including site selection and evaluation,  design plans,
operating  manuals,  software and training.  After the  franchised  location has
opened,  the  Company  must also  provide  updates to the  software,  samples of
certain advertising and promotional materials and other post-opening  assistance
that the Company  determines is necessary.  Initial  franchise  fees included in
revenues were $59,000,  $283,000 and $389,000 for the years ended June 30, 2002,
2003 and 2004,  respectively.  Total franchise revenues were $5.2 million,  $6.3
million  and $7.5  million  for the years  ended June 30,  2002,  2003 and 2004,
respectively.

3.   Stock Option Plan

Corp.'s Stock Incentive Plan (the "Plan") states that 1,413.32 shares of Corp.'s
common  stock may be awarded to  employees or  consultants  of the Company.  The
awards,  at the  discretion  of  Corp.'s  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 is subject to  adjustment as specified in the Plan
provisions.  No options may be granted after  February 15, 2009. 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.

During the year ended June 30, 2004, 544 nonqualified stock options were granted
under the Plan at an exercise  price of $5,600,  the estimated fair market value
of the common  stock on the date of grant.  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.












                                       47
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.   Stock Option Plan (continued)

<TABLE>
The following table presents information on stock options:


<S>                                                                      <C>                   <C>
                                                                              Shares            Price Per Share
          Options outstanding at June 30, 2001
          (416.83 shares exercisable) ................................          1,152               $3,225/$7,250

               Granted ...............................................              -                           -
               Exercised .............................................              -                           -
               Forfeited .............................................            (46)              $3,225/$7,250
                                                                          ---------------
          Options outstanding at June 30, 2002
          (652.03 shares exercisable) ................................          1,106               $3,225/$7,250
               Granted ...............................................              -                           -
               Exercised .............................................              -                           -
               Forfeited .............................................           (134)              $3,225/$7,250
                                                                          ---------------
          Options outstanding at June 30, 2003
          (784.03 shares exercisable) ................................            972               $3,225/$7,250
               Granted................................................            544                      $5,600
               Exercised..............................................              -                           -
               Forfeited..............................................           (108)              $3,225/$7,250
                                                                          ---------------
          Options outstanding at June 30, 2004
          (840 shares exercisable)....................................          1,408        $3,225/$5,600/$7,250
                                                                          ===============
</TABLE>


<TABLE>
The following table presents information on stock options by exercise price:

                                              Options Outstanding                       Options Exercisable
                                -------------------------------------------------     -------------------------
<S>     <C>                     <C>                     <C>                           <C>
                                      Number                Weighted Average                   Number
              Exercise            Outstanding at         Remaining Contractual             Exercisable at
                Price              June 30, 2004              Life (Years)                 June 30, 2004
          ------------------    --------------------    -------------------------     -------------------------
          $     3,225                    804                       4.6                             804
          $     5,600                    544                       9.5                               -
          $     7,250                     60                       6.4                              36
                                --------------------    -------------------------     -------------------------
                                       1,408                       6.6                             840
                                ====================    =========================     =========================
</TABLE>


4.   Property and Equipment

<TABLE>
     Property and equipment at June 30, 2003 and 2004 consist of (in thousands):

                                                                              June 30,
<S>                                                            <C>                   <C>
                                                               ---------------------------------------
                                                                     2003                  2004
                                                               ------------------    -----------------
     Land                                                      $         157         $         172
     Leasehold improvements................................           20,871                24,982
     Equipment and furniture...............................           47,490                52,351
                                                               ------------------    -----------------
                                                                      68,518                77,505
     Less accumulated depreciation.........................           39,309                49,540
                                                               ------------------    -----------------
     Total property and equipment..........................    $      29,209         $      27,965
                                                               ==================    =================
</TABLE>


     Depreciation expense amounted to $8,835,000,  $9,006,000 and $9,738,000 for
the years ended June 30, 2002, 2003 and 2004, respectively.


                                       48
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.   Debt

The  Company  has debt  obligations  at June 30,  2003 and 2004 as  follows  (in
thousands):

<TABLE>
                                                                                      June 30,
<S>                                                                          <C>           <C>
                                                                             ---------------------------
                                                                                 2003          2004
                                                                             ---------------------------

Revolving credit facility; interest at one-day Eurodollar, as defined, plus
   4.00% at June 30, 2003 of the outstanding daily balances payable monthly;
   weighted average interest rate of 5.36% for the year ended June 30, 2003
  (facility terminated November 2003, see refinancing discussion)........... $      60,764 $          -
United  Kingdom  overdraft  facility;  interest  at the bank base  rate,  as
   defined, plus 1.00% at June 30, 2003 4.75% of the outstanding daily
   balances payable quarterly; weighted average interest rate of 4.90% for
   the year ended June 30, 2003.............................................           935            -
9.75% Senior Notes due November 15, 2011; interest payable  semi-annually on
   May 15 and November 15 ..................................................             -      241,176
Other  collateralized  borrowings;  interest  rate of 15.6%  subject to loss
   rates on the related UK loans pledged....................................         8,000            -
10.875% Senior Notes due November 15, 2006;  interest  payable  semiannually
   on May 15 and November 15................................................       109,190            -
10.875% Senior  Subordinated  Notes due December 31, 2006;  interest payable
   semiannually on June 30 and December 30..................................        20,000            -
Other.......................................................................            81          105
                                                                             ---------------------------
                                                                             $     198,970 $    241,281
                                                                             ===========================
</TABLE>


Prior to November 13,  2003,  the Company had $109.2  million of 10.875%  Senior
Notes  due 2006  (the "Old  Senior  Notes"),  which  were  registered  under the
Securities Act of 1933, as amended. The payment obligations under the Old Senior
Notes were jointly and severally guaranteed,  on a full and unconditional basis,
by each of the Company's existing subsidiaries (the "Guarantors"). There were no
restrictions on the Company's and the guarantor  subsidiaries' ability to obtain
funds from their  subsidiaries by dividend or by loan. Also, the Company had $20
million aggregate  principal amount of its 10.875% Senior Subordinated Notes due
2006 (the "Old Senior Subordinated Notes") outstanding.

On November 13, 2003,  the Company  issued $220.0  million  principal  amount of
9.75% Senior Notes due 2011 under Rule 144A and  Regulation S of the  Securities
Act of 1933  and  entered  into a new  $55.0  million  Senior  Secured  Reducing
Revolving  Credit  Facility  ("New Credit  Facility").  The proceeds  from these
transactions  were used to repay, in full, all borrowings  outstanding under the
Company's  existing credit facility,  redeem the entire $109.2 million principal
amount of the Old Senior Notes, redeem the entire $20.0 million principal amount
of the Old Senior  Subordinated  Notes,  distribute  to Corp.  $20.0  million to
redeem an equal amount of its 13.0% Senior  Discount Notes due 2006, and pay all
related  fees,   expenses  and   redemption   premiums  with  respect  to  these
transactions.

On May 6, 2004, the Company  consummated an offering of $20.0 million  principal
amount of 9.75% Senior Notes due 2011. The notes were offered as additional debt
securities  under the indenture  pursuant to which the Company had issued $220.0
million of notes in November 2003 (the "New Notes Indenture").  The notes issued
in November  2003 and the notes issued in May 2004  constitute a single class of
securities  under the New Notes  Indenture.  The net proceeds  from the May 2004
note offering were  distributed  to Corp. to redeem  approximately  $9.1 million
aggregate  principal amount of its 16.0% Senior Notes due 2012 and approximately
$9.1 million aggregate  principal amount of its 13.95% Senior Subordinated Notes
due 2012.

The 9.75% Senior Notes are  redeemable,  in whole or in part,  at the  Company's
option, at any time on or after November 15, 2007. If redeemed during the twelve
month period  commencing  November 15 of the years  indicated  below,  the 9.75%


                                       49
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.       Debt (continued)

Senior Notes will be redeemable at the following redemption prices, expressed as
percentages  of the  principal  amount,  plus  accrued and unpaid  interest  and
liquidated damages, if any, to the date of redemption:

Year                                                               Percentage
2007 . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . .  104.875%
2008 . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .  102.438%
2009 and thereafter . . . . . . . . . . .  . . . . . . . . . . . . . 100.000%

Prior to November  15, 2006,  the Company may redeem up to 35% of the  aggregate
principal  amount of the 9.75%  Senior  Notes with the net  proceeds  of certain
equity  issuances at a redemption price equal to 109.75% of the principal amount
thereof,  plus accrued an unpaid interest and liquidated damages, if any, to the
date of redemption.

The New Credit  Facility  consists of a $55.0 million  senior  secured  reducing
revolving  credit  facility.  The commitment  under the New Credit  Facility was
reduced by  $750,000  on January 2, 2004 and on the first  business  day of each
calendar quarter  thereafter,  and is subject to additional  reductions based on
excess cash flow up to a maximum reduction,  including quarterly reductions,  of
$15.0 million.  The commitment may be subject to further reductions in the event
the Company engages in certain issuances of securities or asset disposals. Under
the New Credit  Facility,  up to $20.0  million may be used in  connection  with
letters of  credit.  Amounts  outstanding  under the New  Credit  Facility  bear
interest at either (i) the higher of (a) the  federal  funds rate plus 0.50% per
annum or (b) the rate publicly  announced by Wells Fargo, San Francisco,  as its
"prime  rate,"  plus 3.25% at June 30,  2004,  (ii) the LIBOR  Rate (as  defined
therein) plus 4.50% at June 30, 2004, or (iii) the one day  Eurodollar  Rate (as
defined  therein)  plus  4.50% at June 30,  2004,  determined  at the  Company's
option. At June 30, 2004, the borrowing capacity was $40.5 million and there was
none outstanding.

The New Notes  Indenture and the New Credit Facility  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. At June 30, 2004, the Company is in compliance
with all covenants.

The Company has 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  $10.0 million none of which was  outstanding at June 30, 2003 and
2004. Amounts outstanding under the facility bear interest at Canadian prime and
are secured by $10.0  million  letter of credit issued by Wells Fargo Bank under
the Revolving Credit Facility.

During fiscal 2004, the Company's  United Kingdom  operations also had a British
pound overdraft facility that bore interest at 1.00% for the year ended June 30,
2003 over the LIBOR Rate and which  provided for a commitment  of  approximately
$6.2  million.  The overdraft  facility was secured by a $6.0 million  letter of
credit  issued by Wells Fargo Bank under the  Revolving  Credit  Facility.  This
overdraft facility expired on March 31, 2004.

The  total  fair  market  value  of the Old  Senior  Notes  and  the Old  Senior
Subordinated  Notes at June 30, 2003 was  approximately  $122.7 million based on
quoted market prices.

The total fair market value of the Company's 9.75% Senior Notes due 2011 at June
30, 2004 was approximately $250.8 million.

Interest of  $17,472,000,  $18,432,000  and  $21,485,000  was paid for the years
ended June 30, 2002, 2003 and 2004, respectively.

                                       50
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.   Income Taxes

The provision for income taxes for the years ended June 30, 2002,  2003 and 2004
consists of the following (in thousands):

<TABLE>
                                                          Year ended June 30,
<S>                                          <C>              <C>              <C>
                                         ---------------------------------------------------
                                               2002             2003             2004
                                         ---------------------------------------------------

Federal:
    Current.........................          $  1,136         $   (603)        $  2,196
    Deferred........................              (872)             705             (968)
                                         --------------------------------------------------
                                                   264              102            1,228

Foreign taxes:
    Current.........................             9,550           13,088           15,232
    Deferred........................               (74)               -                -
                                         --------------------------------------------------
                                                 9,476           13,088           15,232

State:
    Current.........................               386              243                -
    Deferred........................                73               78              129
                                         --------------------------------------------------
                                                   459              321              129
                                         --------------------------------------------------
                                              $ 10,199         $ 13,511         $ 16,589
                                         ==================================================
</TABLE>


The significant components of the Company's deferred tax assets and liabilities
at June 30, 2003 and 2004 are as follows (in thousands):

<TABLE>
                                                                        June 30,
<S>                                                            <C>              <C>
                                                           -----------------------------------
                                                                 2003               2004
                                                           ------------------------------------

Deferred tax assets:
   Loss reserves.......................................        $      834       $    1,219
   Foreign withholding taxes...........................                21                6
   Depreciation........................................             2,547            2,051
   Accrued compensation................................               573            1,130
   Reserve for store closings..........................               560              215
   Foreign tax credits.................................               230                -
   Other accrued expenses..............................               405              268
   Other...............................................                14               85
                                                           ----------------------------------
Gross deferred tax assets..............................             5,184            4,974
Valuation allowance....................................                 -           (3,946)
Deferred tax liabilities:
   Amortization and other temporary differences........             6,022            1,028
                                                           -----------------------------------
Net deferred tax liability.............................        $     (838)      $        -
                                                           ===================================
</TABLE>



                                       51
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.   Income Taxes (continued)

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,
<S>                                                          <C>          <C>           <C>
                                                           ------------------------------------------
                                                               2002         2003          2004
                                                           ------------------------------------------

Tax provision at federal statutory rate...............        $  5,682     $  5,475      $  7,523
Add (deduct):
    State tax provision, net of federal tax benefit...             299          199             -
    Foreign taxes.....................................           1,673        2,419         1,122
    US tax on foreign earnings........................           2,370        5,162         2,349
    Canadian restructuring............................               -            -         5,143
    Other permanent differences.......................             175          256           452
                                                           ------------------------------------------
Tax provision at effective tax rate...................        $ 10,199     $ 13,511      $ 16,589
                                                           ==========================================
</TABLE>


The Company and its subsidiaries  file a consolidated  federal income tax return
with Corp. but the Company  calculates its provision and prepares its income tax
note as if it were on a stand-alone basis.

After the  refinancing of the Company's debt, the Company elected not to include
Canadian income in taxable income for US tax return filing purposes. As a result
of this  election the Company  provided a $3.9 million  valuation  allowance and
reversed any related  deferred taxes.  Because  realization is not assured,  the
Company has not recorded the benefit of the deferred tax asset.

Foreign,   federal  and  state  income  taxes  of   approximately   $16,035,000,
$14,548,000 and $13,858,000 were paid during the years ended June 30, 2002, 2003
and 2004, respectively.



                                       52
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.       Losses on Store Closings and Sales and Other Restructuring

For the fiscal year ended June 30, 2003, the Company  closed 27  underperforming
stores and consolidated and relocated certain non-operating  functions to reduce
costs and increase  efficiencies.  Costs  incurred  with the  restructuring  are
comprised  of  severance  and other  retention  benefits to  employees  who were
involuntarily  terminated  and store  closure costs related to the locations the
Company will no longer utilize.  During the fiscal year ended June 30, 2003, the
Company  recorded  costs for  severance  and other  retention  benefits  of $1.7
million and store  closure costs of $1.6 million  consisting  primarily of lease
obligations and leasehold  improvement  write-offs.  These charges were expensed
within  "Losses  on store  closings  and sales and other  restructuring"  on the
Consolidated  Statements of Operations.  The  restructuring was completed by the
fiscal  year  end.  All of the  locations  that  were  closed  and for which the
workforce was reduced are included in the United States geographic segment.  The
Company, as required, adopted Financial Accounting Standards Board Statement No.
146,  Accounting  for Costs  Associated  with  Disposal or Exit  Activities,  on
January 1, 2003.

Following  is a  reconciliation  of the  beginning  and ending  balances  of the
restructuring liability (in millions):


<TABLE>
<S>                                                         <C>                     <C>                <C>
                                                               Severance and
                                                                  Other               Store Closure
                                                            Retention Benefits            Costs               Total

          Balance at June 30, 2002................          $          -            $         -        $         -
          Charge recorded in earnings.............                   1.7                    1.6                3.3
          Amounts paid............................                  (0.5)                  (0.8)              (1.3)
          Non-cash charges........................                     -                   (0.6)              (0.6)
                                                            --------------------------------------------------------
          Balance at June 30, 2003................                   1.2                    0.2                1.4
          Reclassification .......................                  (0.7)                   0.7                  -
          Amounts paid............................                  (0.5)                  (0.5)              (1.0)
                                                            --------------------------------------------------------
          Balance at June 30, 2004................          $          -            $       0.4        $       0.4
                                                            ========================================================
</TABLE>

The Company also  expenses  costs related to the closure of stores in the normal
course of its  business.  Costs  directly  expensed for the years ended June 30,
2002, 2003 and 2004 were $1,435,000, $722,000 and $361,000, respectively.

8.  Loss on Extinguishment of Debt

On November 13, 2003,  the Company  issued $220.0  million  principal  amount of
9.75% senior notes due 2011. The proceeds from this offering were used to redeem
all  of the  Company's  outstanding  10.875%  senior  notes  and  the  Company's
outstanding 10.875% senior subordinated notes, to refinance the Company's credit
facility,  to  distribute a portion of the proceeds to Corp.  to redeem an equal
amount  of  Corp.'s  senior  discount  notes and to pay fees and  expenses  with
respect to these transactions and a related note exchange transaction  involving
Corp.'s  senior  discount  notes.  On June 30, 2004,  the Company  terminated an
agreement  under  which it sold a  participation  interest  in a portion  of the
short-term  consumer  loans  originated  by it in the United  Kingdom to a third
party.  Associated  with the  termination  of this  agreement  the Company  paid
$276,660 representing a prepayment penalty.

     The  loss  incurred  on  the  extinguishment  of  debt  is as  follows  (in
millions):

<TABLE>
<S>                                                                                    <C>
  Call Premium
       10.875% Senior Notes....................................................         $1.98
       10.875% Senior Subordinated Notes.......................................          0.73
  Write-off of previously capitalized deferred issuance costs, net.............          4.50
  Prepayment penalty on the extinguishment of collateralized borrowings........          0.28
                                                                                    ----------
  Loss on extinguishment of debt...............................................         $7.49
                                                                                    ==========
</TABLE>

                                       53
<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 $15,265,000,  $16,067,000
and $16,881,000 for the years ended June 30, 2002, 2003 and 2004,  respectively.
Most leases contain standard renewal clauses.

Minimum obligations under noncancelable operating leases for the year ended June
30 are as follows (in thousands):


Year                                     Amount
                                     ---------------

2005.............................    $     17,143
2006.............................          13,458
2007.............................          10,364
2008.............................           7,640
2009.............................           5,556
Thereafter.......................           7,301
                                     ---------------
                                     $     61,462
                                     ===============





                                       54
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.  Goodwill and Other Intangibles

In  accordance  with the  provisions of SFAS No. 142, the Company is 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.  During  fiscal  2003 the  Company  paid $2.0  million  in  additional
consideration  based upon a future  results  of  operations  earn-out  agreement
related to one of its United Kingdom acquisitions. This amount has been included
as goodwill on the Consolidated  Balance Sheet. 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 years ended June 30, 2004,
2003 and 2002 was $95,000,  $173,000 and $225,000,  respectively.  The estimated
aggregate  amortization  expense for each of the five  succeeding  fiscal  years
ending June 30, is:

          Fiscal year ending June 30,                                 Amount
          ----------------------------------------------------------------------
                                                                  (in thousands)
          2005.................................................   $      19.2

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

<TABLE>
                                                        June 30, 2003                         June 30, 2004
<S>                                            <C>               <C>                <C>                 <C>
                                              ---------------------------------    -----------------------------------
                                              Gross Carrying      Accumulated      Gross Carrying        Accumulated
                                                  Amount         Amortization          Amount           Amortization
                                              ---------------------------------    -----------------------------------
Non-amortized intangible assets:
      Cost in excess of net assets acquired    $    162,987      $     19,686       $   169,115         $    20,906

Amortized intangible assets:
      Covenants not to compete                        2,446             2,331             2,452               2,433
</TABLE>

The  changes  in the  carrying  amount  of  goodwill  and other  intangibles  by
reportable  segment  for the fiscal  years  ended June 30,  2003 and 2004 are as
follows:
<TABLE>
<S>                                                  <C>             <C>            <C>           <C>
                                                         United                         United
                                                         States          Canada        Kingdom        Total
                                                     ------------------------------------------------------------
Balance at June 30, 2002                             $      56,544   $     33,986   $    41,734   $    132,264
    Amortization of other intangibles...........              (173)             -             -           (173)
    Acquisitions................................                 -              -         3,251          3,251
    Foreign currency translation adjustments....                 -          4,103         3,428          7,531
    Reclassification(1).........................               238            305             -            543
                                                     ------------------------------------------------------------
Balance at June 30, 2003                                    56,609         38,394        48,413        143,416
    Amortization of other intangibles...........               (95)             -             -            (95)
    Acquisition.................................                 -              -           550            550
    Foreign currency translation adjustments....                 -            427         3,714          4,141
    Reclassification(1).........................                 -              -           216            216
                                                     ------------------------------------------------------------
Balance at June 30, 2004                             $      56,514   $     38,821   $    52,893   $   148,228
                                                     ============================================================
</TABLE>

(1)  Items represent brokers fees and other professional fees initially recorded
     to accounts  receivable when paid as part of the original  post-acquisition
     closing  adjustments.  The reclassification was made when it was determined
     that payment for these items had been the responsibility of the purchaser.


                                       55
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.  Contingent Liabilities

The Company is a defendant in four putative class-action  lawsuits, all of which
were  commenced  by the  same  plaintiffs'  law  firm,  alleging  violations  of
California's  wage-and-hour laws. The named plaintiffs in these suits, which are
pending  in the  Superior  Court of the  State  of  California,  are our  former
employees Vernell Woods (commenced  August 22, 2000),  Juan Castillo  (commenced
May 1,  2003),  Stanley  Chin  (commenced  May 7,  2003)  and  Kenneth  Williams
(commenced  June 3, 2003).  Each of these suits seeks an  unspecified  amount of
damages  and other  relief  in  connection  with  allegations  that the  Company
misclassified  California  store  (Woods) and  regional  (Castillo)  managers as
"exempt" from a state law requiring the payment of overtime  compensation,  that
the Company failed to provide employees with meal and rest breaks required under
a new state law  (Chin) and that the  Company  computed  bonuses  payable to our
store managers using an  impermissible  profit-sharing  formula  (Williams).  In
January 2003,  without  admitting  liability,  the Company  sought to settle the
Woods case,  which the  Company  believes  to be the most  significant  of these
suits, by offering each  individual  putative class member an amount intended in
good  faith to settle his or her claim.  Approximately  92% of these  settlement
offers have been accepted.  Plaintiff's'  counsel is presently disputing through
arbitration the validity of the settlements  accepted by the individual putative
class  members.  The Company  believes that is has  meritorious  defenses to the
challenge and to the claims of the non-settling putative Woods class members and
plan to defend them  vigorously.  The Company  believes  that is has  adequately
provided for the costs  associated  with this matter.  The Company is vigorously
defending  the  Castillo,  Chin  and  Williams  lawsuits;  and  believes  it has
meritorious  defenses  to the claims  asserted  in those  matters.  The  Company
believes  the  outcome  of such  litigation  will not  significantly  affect its
financial results.

On January 29,  2003, a former  customer,  Kurt  MacKinnon,  commenced an action
against the  Company's  Canadian  subsidiary  and 26 other  Canadian  lenders on
behalf of a purported class of British Columbia residents who, plaintiff claims,
were overcharged in payday-loan  transactions.  The action,  which is pending in
the Supreme Court of British  Columbia,  alleges  violations of laws proscribing
usury and  unconscionable  trade  practices and seeks  restitution  and damages,
including punitive damages, in an unknown amount. On March 25, 2003, the Company
moved to stay the action as against it and to compel  arbitration of plaintiff's
claims as required  by his  agreement  with the  Company.  The court's  decision
denying  that  motion is  presently  on  appeal.  The  Company  believes  it has
meritorious  defenses  to the action and  intends to defend it  vigorously.  The
Company  believes the outcome of such litigation will not  significantly  affect
its financial results.

On October 21,  2003, a former  customer,  Kenneth D.  Mortillaro,  commenced an
action against the Company's Canadian  subsidiary on behalf of a purported class
of Canadian  borrowers  (except those  residing in British  Columbia and Quebec)
who,  Mortillaro  claims,  were  subjected  to  usurious  charges in payday loan
transactions.  The  action,  which is pending in the Ontario  Superior  Court of
Justice,  alleges  violations of a Canadian  federal law  proscribing  usury and
seeks  restitution  and damages in an  unspecified  amount,  including  punitive
damages.  On November  6, 2003,  the Company  learned of  substantially  similar
claims  asserted on behalf of a purported  class of Alberta  borrowers by Gareth
Young, a former customer of its Canadian subsidiary. The Young action is pending
in the Court of Queens  Bench of  Alberta  and  seeks an  unspecified  amount of
damages and other relief.  On December 23, 2003, the Company was served with the
statement of claim in an action brought in the Ontario Superior Court of Justice
by another former  customer,  Margaret Smith. A similar action was also filed in
the Court of Queen's Bench of Manitoba on April 26, 2004 by Nicole  Blasko.  The
allegations and putative class in the Smith and Blasko actions are substantially
the same as those in the Mortillaro action.  Like the plaintiff in the MacKinnon
action  referred to above,  Mortillaro,  Young,  Smith and Blasko have agreed to
arbitrate  all  disputes  with the  Company.  The Company  believes  that it has
meritorious  procedural and substantive  defenses to the claims of each of these
plaintiffs,  and intends to defend the claims  vigorously.  The Company believes
the  outcome of such  litigation  will not  significantly  affect its  financial
results.

In  addition  to the  litigation  discussed  above,  the  Company is involved in
routine litigation and administrative proceedings arising in the ordinary course
of  business.  In the  Company's  opinion,  the outcome of such  litigation  and
proceedings will not significantly affect its financial results.

                                       56
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.      Credit Risk

At June  30,  2003 and  2004,  the  Company  had 19 and 11,  respectively,  bank
accounts  in major  U.S.  financial  institutions  in the  aggregate  amount  of
$10,873,000  and  $4,640,000,   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, 2003 and 2004, the Company's
Canadian  subsidiary had 13 bank accounts  totaling  $15,039,000 and $1,274,666,
respectively,  which  exceeded  CDIC  limits.  At June  30,  2003  and  2004 the
Company's United Kingdom  operations had 30 and 32 bank accounts,  respectively,
totaling  $6,085,000 and $11,698,000.  These financial  institutions have strong
credit ratings,  and management  believes credit risk relating to these deposits
is minimal.

Since June 13,  2002,  the  Company  has acted as a servicer  for County Bank of
Rehoboth Beach, Delaware and since October 18, 2002, for First Bank of Delaware.
On behalf of these banks,  the Company  markets  unsecured  short-term  loans to
customers with established bank accounts and verifiable sources of income. Loans
are made  for  amounts  up to $700,  with  terms  of 7 to 23 days.  Under  these
programs,  the Company earns servicing fees, which may be reduced if the related
loans  are  not  collected.  The  Company  maintains  a  reserve  for  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 considers the amount of outstanding loans owed to them, as
well as  loans  owed to  banks  and  serviced  by  them,  the  historical  loans
charged-off,  current collection  patterns and current economic trends. As these
conditions  change,  additional  provisions might be required in future periods.
During  fiscal 2004,  County Bank  originated or extended  approximately  $136.2
million of loans through their locations and document  transmitters.  First Bank
originated or extended approximately $249.1 million of loans through the Company
during this period.  County Bank  originated  or extended  approximately  $277.9
million  of  loans  through  the  Company  during  fiscal  2003 and  First  Bank
originated or extended  approximately $92.5 million of loans through the Company
for the same period.

The Company also originates  unsecured  short-term loans to customers on its own
behalf in Canada,  the United  Kingdom and certain U.S.  markets.  In the United
States, these loans are made for amounts up to $500, with terms of 7 to 37 days.
The Company  bears the entire risk of loss  related to these  loans.  In Canada,
loans are issued to qualified  borrowers based on a percentage of the borrowers'
income  with  terms of 1 to 35 days.  The  Company  issues  loans in the  United
Kingdom for up to (pound)600,  with a term of 28 days. The Company originated or
extended  approximately  $491 million and $429 million of the loans  through the
Company's locations and document transmitters during fiscal years ended June 30,
2004 and 2003, respectively.  In addition,  beginning in fiscal 2003 the Company
acted as a direct lender originating 1,402 longer-term installment loans with an
average  principal  amount of $793 and a weighted  average term of approximately
365 days. In fiscal 2004, the Company  originated 4,675 longer-term  installment
loans with an average  principal  amount of $845 and a weighted  average term of
approximately  365 days. The Company  originated or extended  installment  loans
through its  locations in the United  Kingdom of  approximately  $1.1 million in
fiscal  2003 and $3.9  million in fiscal  2004 and  introduced  this  product in
certain U.S. and Canadian markets late in fiscal 2004. On November 15, 2002, the
Company entered into an agreement with a third party to sell,  without recourse,
subject  to  certain  obligations,  a  participation  interest  in a portion  of
short-term  consumer loans originated by the Company in the United Kingdom.  The
transfer of assets was  treated as a financing  under FAS 140 and is included in
Other  Collateralized  Borrowings on the balance  sheet.  The Agreement gave the
third party a first priority lien,  charge,  and security interest in the assets
pledged.  The  Agreement  provided  for  collateralized  borrowings  up to $10.0
million  against which $8.0 million of the loans  receivable had been pledged at
June 30, 2003. Under the Agreement, the third party retained the right to reduce
the amount of  borrowings  to no less than $4.0  million.  The  Company  paid an
annual interest rate of 15.6% on the amount borrowed,  which was subject to loss
rates  on the  related  loans.  On June  30,  2004 the  Company  terminated  the
agreement  and paid $8.0  million  to  repurchase  the  participation  interest,
$104,000 of accrued interest and $276,660  representing a prepayment penalty. In
connection with the repurchase of the participation  interest,  the liens on the
loans receivable were released.


                                       57
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Credit Risk (continued)

The Company had  approximately  $29.1  million and $21.4 million of loans on its
balance  sheet at June 30, 2004 and 2003,  respectively,  which is  reflected in
loans receivable.  Loans receivable,  net at June 30, 2004 and 2003 are reported
net of a reserve of $2.3  million  and $1.3  million,  respectively,  related to
consumer lending.  Net charge-offs for the Company  originated loans,  which are
charged  against the  allowance  for loan losses for the fiscal years ended June
30,  2004,  2003 and 2002 were $9.0  million,  $10.4  million and $5.6  million,
respectively.  For the years ended June 30, 2004, 2003 and 2002,  total consumer
lending revenue, net earned by the Company was $96.3 million,  $81.6 million and
$69.8 million, respectively.

Activity in the  allowance  for loan losses  during the fiscal years ended 2002,
2003 and 2004 was as follows (in thousands):

<TABLE>
                                                                        Year ended June 30,
<S>                                                       <C>            <C>                 <C>
                                                         --------------------------------------------------
Allowance for Loan Losses                                     2002             2003             2004
                                                         --------------------------------------------------
                                                                          (in thousands)

Balance at beginning of year........................      $        228   $      1,694        $    1,344

Provision charged to expense........................             1,448              -                 -
Provision charged to loan revenues..................             5,554          9,967             9,928
Foreign currency translation........................                18             75                15

Charge-offs.........................................            (5,554)       (10,392)           (8,972)
                                                         --------------------------------------------------
Balance at end of year..............................      $      1,694   $      1,344        $    2,315
                                                         ==================================================
</TABLE>







                                       58
<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>
<S>                                             <C>              <C>            <C>          <C>
                                                    United                         United
                     2002                           States          Canada        Kingdom        Total
                                                ------------------------------------------------------------

Identifiable assets............................ $       141,981  $       82,860 $     67,639 $      292,480
Goodwill and other intangibles, net............          56,544          33,986       41,734        132,264
Sales to unaffiliated customers:
    Check cashing..............................          53,597          30,344       20,851        104,792
    Consumer lending:
       Fees from consumer lending..............          70,669          16,280       10,763         97,712
       Provision for loan losses and adjustment
          to servicing revenue.................         (23,622)         (2,919)      (1,372)       (27,913)
                                                ------------------------------------------------------------
    Consumer lending, net......................          47,047          13,361        9,391         69,799
    Money transfers............................           4,613           4,363        1,122         10,098
    Other......................................           7,677           7,401        2,209         17,287
                                                ------------------------------------------------------------
Total 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
(Loss) income before income taxes..............         (6,537)          17,672        5,101         16,236
Losses on store closings and sales and
    other restructuring........................             281               -            -            281
Income tax provision ..........................             353           8,105        1,741         10,199

                     2003
Identifiable assets............................         131,819          89,365       77,105        298,289
Goodwill and other intangibles, net............          56,609          38,394       48,413        143,416
Sales to unaffiliated customers:
    Check cashing..............................          49,147          33,301       25,987        108,435
    Consumer lending:
       Fees from consumer lending..............          70,340          22,492       13,725        106,557
       Provision for loan losses and adjustment
          to servicing revenue.................         (19,368)         (3,247)      (2,380)       (24,995)
                                                ------------------------------------------------------------
    Consumer lending, net......................          50,972          19,245       11,345         81,562
    Money transfers............................           4,675           5,143        1,834         11,652
    Other......................................           5,678           9,334        2,727         17,739
                                                ------------------------------------------------------------
Total sales to unaffiliated customers..........         110,472          67,023       41,893        219,388
Interest revenue...............................             155              18            -            173
Interest expense...............................          17,770            (899)       3,470         20,341
Depreciation and amortization..................           5,377           1,837        1,965          9,179
Losses on store closings and sales and other
    other restructuring........................           3,987               -            -          3,987
Litigation settlement costs....................           2,750               -            -          2,750
(Loss) income before income taxes .............         (18,688)         26,058        8,272         15,642
Income tax provision (benefit).................          (1,262)         12,069        2,704         13,511
</TABLE>


                                       59
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.  Geographic Segment Information (continued)

<TABLE>
<S>                                             <C>             <C>            <C>          <C>
                                                   United                       United
                                                   States         Canada        Kingdom       Total
                                                ------------------------------------------------------
                            2004
Identifiable assets............................ $    137,158    $   88,513     $  95,363    $ 321,034
Goodwill and other intangibles, net............       56,514        38,821        52,893      148,228
Sales to unaffiliated customers:
    Check cashing..............................       47,716        38,483        31,198      117,397
Consumer lending:
    Fees from consumer lending.................       71,577        31,479        17,751      120,807
    Provision for loan losses and adjustment
      to servicing revenue.....................      (17,504)       (3,001)       (3,984)     (24,489)
                                                ------------------------------------------------------
    Consumer lending, net......................       54,073        28,478        13,767       96,318
    Money transfers............................        4,525         5,795         2,732       13,052
    Other......................................        3,546        12,033         4,084       19,663
                                                ------------------------------------------------------

Total sales to unaffiliated customers..........      109,860        84,789        51,781      246,430
Interest revenue...............................          160            19             -          179
Interest expense...............................       18,587         2,511         4,384       25,482
Depreciation and amortization..................        5,220         2,476         2,136        9,832
Losses on store closings and sales and
    other restructuring........................          324            16            21          361
restructuring
Loss on extinguishment of debt.................        7,209             -           277        7,486
(Loss) income before income taxes..............      (17,801)       27,418        11,884       21,501
Income tax provision ..........................        3,534        10,111         2,944       16,589
</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 the Corp.'s  stock.  All but of one of the
loans  accrue  interest at a rate of 6% per year and are due and payable in full
on December 18, 2004 and April 1, 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  Corp.'s  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 a portion  of his  shares of Corp.'s
stock.

During the fiscal year ended June 30, 2004, the Company paid Corp.  dividends in
the amount of $40.7 million.

The Company  maintains an account on its balance sheet that reflects the amounts
due from Corp. The balance of this account, entitled "Due from Parent", consists
of payments  made by the Company on behalf of Corp.  which include tax payments,
management fees and fees related to Corp.'s November 13, 2003 refinancing.

15. Subsidiary Guarantor Financial Information

The  Company's  payment  obligations  under its 9.75%  Senior Notes due 2011 are
jointly and severally  guaranteed (such guarantees,  the "Guarantees") on a full
and  unconditional  basis by Corp.  and by the  Company's  existing  and  future
domestic subsidiaries (the "Guarantors").  Guarantees of the notes by Guarantors
directly  owning,  now or in the future,  capital stock of foreign  subsidiaries
will be secured by second  priority  liens on 65% of the  capital  stock of such
foreign  subsidiaries.  In  the  event  the  Company  directly  owns  a  foreign
subsidiary in the future, the notes will be secured by a second priority lien on
65% of the capital stock of any such foreign  subsidiary  (such capital stock of
foreign   subsidiaries   referenced   in  this   paragraph   collectively,   the
"Collateral").  The non-guarantors consist of the Company's foreign subsidiaries
("Non-guarantors").


                                       60
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Subsidiary Guarantor Financial Information (continued)

The Guarantees of the notes:

     o    rank  equal  in  right  of  payment   with  all  existing  and  future
          unsubordinated indebtedness of the Guarantors;

     o    rank  senior  in  right  of  payment  to  all   existing   and  future
          subordinated indebtedness of the Guarantors; and

     o    are effectively  junior to any indebtedness of the Company,  including
          indebtedness  under the Company's  senior secured  reducing  revolving
          credit  facility,  that  is  either  (1)  secured  by a  lien  on  the
          Collateral  that is  senior  or prior  to the  second  priority  liens
          securing the Guarantees of the notes or (2) secured by assets that are
          not part of the  Collateral  to the  extent of the value of the assets
          securing such indebtedness.

Separate  financial  statements  of each  Guarantor  that is a subsidiary of the
Company have not been presented because they are not required by securities laws
and management has determined that they would not be material to investors.  The
accompanying tables set forth the condensed consolidating balance sheets at June
30, 2004 and 2003 and the condensed  consolidating  statements of operations and
cash  flows for the  twelve  months  ended  June 30,  2004 2003 and  2001of  the
Company,  the  combined  Guarantor  subsidiaries,   the  combined  Non-Guarantor
subsidiaries and the consolidated Company.



                                       61
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

<TABLE>
                          Consolidating Balance Sheets
                                  June 30, 2004
                                 (In thousands)
<S>                                               <C>              <C>               <C>           <C>              <C>
                                                       Dollar                        Subsidiary
                                                     Financial       Subsidiary         Non-
                                                    Group, Inc.      Guarantors      Guarantors      Eliminations    Consolidated
                                                  ----------------------------------------------------------------------------------

Assets
Cash and cash equivalents........................ $        4,942   $       22,182    $     42,142  $            -   $       69,266
Loans receivable ................................              -            4,838          24,278               -           29,116
Less: Allowance for loan losses..................              -              694           1,621               -            2,315
                                                  ----------------------------------------------------------------------------------
Loans receivable, net............................              -            4,144          22,657               -           26,801
Other consumer lending receivables...............          7,274              130               -               -            7,404
Other receivables................................            887              824           2,360            (284)           3,787
Income taxes receivable..........................         37,903                -           6,117         (40,850)           3,170
Prepaid expenses.................................          1,041              731           7,389               -            9,161
Deferred income taxes............................              -                -               -               -                -
Notes and interest receivable--officers..........          3,623                -               -               -            3,623
Due from affiliates..............................              -          117,472               -        (117,472)               -
Due from parent..................................          8,637                -               -               -            8,637
Property and equipment, net......................          4,702            6,255          17,008               -           27,965
Goodwill and other intangibles, net..............              -           56,514          91,714               -          148,228
Debt issuance costs, net.........................         11,160                -               -               -           11,160
Investment in subsidiaries.......................        259,437            9,801           6,705        (275,943)               -
Other............................................             29              422           1,381               -            1,832
                                                  ----------------------------------------------------------------------------------
                                                  $      339,635   $      218,475    $    197,473  $     (434,549)  $      321,034
                                                  ==================================================================================


Liabilities and shareholder's equity
Accounts payable................................. $          408   $        6,058    $      8,507  $            -   $       14,973
Income taxes payable.............................              -           40,850               -         (40,850)               -
Foreign income taxes payable.....................              -                -           5,979               -            5,979
Accrued expenses and other liabilities...........          3,286            3,772           9,850               -           16,908
Accrued interest payable.........................          2,974                -           1,186            (284)           3,876
Deferred tax liability...........................              -                -               -               -                -
Due to affiliates................................         53,681                -          63,791        (117,472)               -
Other collateralized borrowings..................              -                -               -               -                -
Revolving credit facilities......................              -                -               -               -                -
10 7/8% Senior Notes due 2006....................              -                -               -               -
9 3/4% Senior Notes due 2011.....................        241,176                -               -               -          241,176
Subordinated notes payable and other.............             93                -              12               -              105
                                                  ----------------------------------------------------------------------------------
                                                         301,618           50,680          89,325        (158,606)         283,017

Shareholder's equity:
   Common stock..................................              -                -               -               -                -
   Additional paid-in capital....................         21,617           83,309          27,304        (110,613)          21,617
   Retained earnings ............................          2,587           79,409          71,767        (151,176)           2,587
   Accumulated other comprehensive income........         13,813            5,077           9,077         (14,154)          13,813
                                                  ----------------------------------------------------------------------------------
Total shareholder's equity.......................         38,017          167,795         108,148        (275,943)          38,017
                                                  ----------------------------------------------------------------------------------
                                                  $      339,635   $      218,475    $    197,473  $     (434,549)  $      321,034
                                                  ==================================================================================
</TABLE>


                                       62
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Consolidating Financial Statements (continued)

                     Consolidating Statements of Operations
                            Year ended June 30, 2004
                                 (In thousands)
<TABLE>
<S>                                             <C>            <C>            <C>               <C>            <C>
                                                    Dollar                      Subsidiary
                                                  Financial      Subsidiary         Non-
                                                 Group, Inc.     Guarantors     Guarantors      Eliminations    Consolidated
                                                -------------------------------------------------------------------------------
Revenues:
   Check cashing.............................   $            - $       47,717 $       69,680    $          -   $      117,397
   Consumer lending, net:
     Fees from consumer lending..............                -         71,577         49,230               -          120,807
     Provision for loan losses and adjustment
       to servicing revenue..................                -        (17,505)        (6,984)              -          (24,489)
                                                -------------------------------------------------------------------------------
   Consumer lending, net.....................                -         54,072         42,246               -           96,318
   Money transfer fees.......................                -          4,525          8,527               -           13,052
   Other ....................................                -          3,546         16,117               -           19,663
                                                -------------------------------------------------------------------------------
Total revenues...............................                -        109,860        136,570               -          246,430
Store and regional expenses:
   Salaries and benefits......................               -         41,510         34,498               -           76,008
   Occupancy..................................               -         10,988          8,817               -           19,805
   Depreciation...............................               -          3,458          3,088               -            6,546
   Returned checks, net and cash shortages....               -          4,275          4,857               -            9,132
   Telephone and communication................               -          3,756          1,909               -            5,665
   Advertising................................               -          3,778          3,165               -            6,943
   Bank charges...............................               -          2,140          1,604               -            3,744
   Armored carrier services...................               -          1,381          1,670               -            3,051
   Other......................................               -         12,739         12,047               -           24,786
                                                -------------------------------------------------------------------------------
Total store and regional expenses.............               -         84,025         71,655               -          155,680

Corporate expenses............................          16,625             (2)        16,190               -           32,813
Management fees...............................            (709)             -            709               -                -
Losses on store closings and sales and other
   restructuring..............................             296             29             36               -              361
Other depreciation and amortization...........           1,723             39          1,524               -            3,286
Interest expense (income).....................          20,311         (1,883)         6,875               -           25,303
Loss on extinguishment of debt................           7,209              -            277               -            7,486
                                                -------------------------------------------------------------------------------
(Loss) income before income taxes ............         (45,455)        27,652         39,304               -           21,501
Income tax (benefit) provision ...............         (17,279)        20,814         13,054               -           16,589
                                                -------------------------------------------------------------------------------
(Loss) income before equity in net income
   of subsidiaries...........................          (28,176)         6,838         26,250               -            4,912
Equity in net income of subsidiaries
   Domestic subsidiary guarantors............            6,838              -              -          (6,838)               -
   Foreign subsidiary non-guarantors.........           26,250              -              -         (26,250)               -
                                                -------------------------------------------------------------------------------
Net income  ..................................  $        4,912 $        6,838 $       26,250    $    (33,088)  $        4,912
                                                ===============================================================================
</TABLE>

                                       63
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Consolidating Financial Statements (continued)

                     Consolidating Statements of Cash Flows
                            Year ended June 30, 2004
                                 (In thousands)
<TABLE>
<S>                                                     <C>             <C>            <C>           <C>              <C>
                                                             Dollar                    Subsidiary
                                                           Financial    Subsidiary        Non-
                                                          Group, Inc.   Guarantors     Guarantors      Eliminations    Consolidated
                                                        ----------------------------------------------------------------------------
Cash flows from operating activities:
Net income...........................................   $     4,912     $    6,838     $    26,250   $     (33,088)   $     4,912
Adjustments to reconcile net income to net cash
     (used in) provided by operating activities:
     Undistributed income of subsidiaries............       (33,088)             -               -          33,088              -
     Depreciation and amortization...................         3,272          3,502           4,796               -         11,570
     Loss on extinguishment of debt..................         7,209              -             277               -          7,486
     Losses on store closings and sales..............           120             30              37               -            187
     Foreign currency gain on revaluation of
       collateralized borrowings.....................             -              -            (838)              -           (838)
     Deferred tax provision..........................         1,064         (1,902)              -               -           (838)
     Changes in assets and liabilities (net
       of effect of acquisitions):
         Decrease (increase) in loans
           and other receivables ....................           977         (1,942)         (6,355)            (40)        (7,360)
         Increase in income taxes receivable.........       (18,486)             -          (5,836)         22,521         (1,801)
         (Increase) decrease in prepaid expenses
           and other.................................          (205)           557          (2,739)              -         (2,387)
         Increase in accounts payable, income taxes
           payable,  accrued expenses and accrued
           interest payable..........................           736         21,792           9,394         (22,481)         9,441
                                                        ----------------------------------------------------------------------------
Net cash (used in) provided by operating activities..       (33,489)        28,875          24,986               -         20,372

Cash flows from investing activities:
Acquisitions, net of cash acquired...................             -              -            (550)              -           (550)
Gross proceeds from sale of fixed assets.............             -              -              81               -             81
Additions to property and equipment..................          (481)        (1,490)         (6,179)              -         (8,150)
Net increase in due from affiliates..................             -        (31,416)              -          31,416              -
                                                        ----------------------------------------------------------------------------
Net cash used in investing activities................          (481)       (32,906)         (6,648)         31,416         (8,619)

Cash flows from financing activities:
Redemption of subordinated notes.....................       (20,734)             -               -               -        (20,734)
Redemption of collateralized borrowings..............             -              -          (8,277)              -         (8,277)
Other debt borrowings (payments).....................            93              -            (165)              -            (72)
Issuance of 9 3/4% Senior Notes due 2011.............       241,176              -               -               -        241,176
Redemption of 10 7/8% Senior Notes due 2006..........      (111,170)             -               -               -       (111,170)
Net decrease in revolving credit facilities..........       (60,764)             -            (935)              -        (61,699)
Payment of debt issuance costs.......................       (10,929)             -               -               -        (10,929)
Net increase in due from parent......................        (4,064)             -               -               -         (4,064)
Net increase (decrease) in due to affiliates.........        38,022              -          (6,606)        (31,416)             -
Dividend paid to parent..............................       (40,699)             -               -               -        (40,699)
                                                        ----------------------------------------------------------------------------
Net cash provided by (used in) financing activities..        30,931              -         (15,983)        (31,416)       (16,468)
Effect of exchange rate changes on cash
   and cash equivalents..............................             -              -           2,176               -          2,176
                                                        ----------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents.        (3,039)        (4,031)          4,531               -         (2,539)
Cash and cash equivalents at beginning of year.......         7,981         26,213          37,611               -         71,805
                                                        ----------------------------------------------------------------------------
Cash and cash equivalents at end of year.............   $     4,942     $   22,182     $    42,142   $           -    $    69,266
                                                        ============================================================================
</TABLE>

                                       64
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Consolidating Financial Statements (continued)

                          Consolidating Balance Sheets
                                  June 30, 2003
                                 (In thousands)

<TABLE>
<S>                                                   <C>             <C>            <C>            <C>                   <C>
                                                          Dollar         Domestic       Foreign
                                                         Financial      Subsidiary     Subsidiary
                                                        Group, Inc.     Guarantors     Guarantors    Eliminations    Consolidated
                                                      ------------------------------------------------------------------------------

Assets
Cash and cash equivalents............................ $        7,981  $       26,213 $       37,611 $            -        $ 71,805
Loans receivable:
   Loans receivable..................................              -           3,508          9,936              -          13,444
   Loans receivable pledged..........................              -               -          8,000              -           8,000
                                                      ------------------------------------------------------------------------------
Total loans receivable...............................              -           3,508         17,936              -          21,444
Less:  Allowance for loan losses.....................              -             860            484              -           1,344
                                                      ------------------------------------------------------------------------------
Loans receivable, net................................              -           2,648         17,452              -          20,100
Other consumer lending receivables...................          6,253             205              -              -           6,458
Other receivables....................................          3,042             303          1,479           (324)          4,500
Income taxes receivable..............................         19,417               -            281        (18,329)          1,369
Prepaid expenses.....................................            804           1,111          4,443              -           6,358
Deferred income taxes................................          1,064               -              -         (1,064)              -
Notes and interest receivable--officers..............          3,466               -              2              -           3,468
Due from affiliates..................................              -          82,786              -        (82,786)              -
Due from parent......................................          4,573               -              -              -           4,573
Property and equipment, net..........................          5,884           8,260         15,065              -          29,209
Goodwill and other intangibles, net..................             58          56,551         86,807              -         143,416
Debt issuance costs, net.............................          4,990               -            210              -           5,200
Investment in subsidiaries...........................        220,950           9,801          6,705       (237,456)              -
Other................................................             58             599          1,176              -           1,833
                                                      ------------------------------------------------------------------------------
                                                      $      278,540  $      188,477 $      171,231 $     (339,959) $      298,289
                                                      ==============================================================================


Liabilities and shareholder's equity
Accounts payable..................................... $          148  $        7,225 $        9,872 $            -  $       17,245
Income taxes payable.................................              -          18,329              -        (18,329)              -
Foreign income taxes payable.........................              -               -          1,380              -           1,380
Accrued expenses.....................................          2,886           3,254          4,372              -          10,512
Accrued interest payable.............................          1,491              57            432           (324)          1,656
Deferred tax liability...............................              -           1,902              -         (1,064)            838
Due to affiliates....................................         16,373               -         66,413        (82,786)              -
Revolving credit facilities..........................         60,764               -            935              -          61,699
10 7/8% Senior Notes due 2006........................        109,190               -              -              -         109,190
Other collateralized borrowings......................              -               -          8,000              -           8,000
Subordinated notes payable and other.................         20,000               -             81              -          20,081
                                                      ------------------------------------------------------------------------------
                                                             210,852          30,767         91,485       (102,503)        230,601


Shareholder's equity:
   Common stock......................................              -               -              -              -               -
   Additional paid-in capital........................         50,957          88,380         27,304       (115,684)         50,957
   Retained earnings ................................          9,034          68,059         45,520       (113,579)          9,034
   Accumulated other comprehensive income                      7,697           1,271          6,922         (8,193)          7,697
                                                      ------------------------------------------------------------------------------
Total shareholder's equity...........................         67,688         157,710         79,746       (237,456)         67,688
                                                      ------------------------------------------------------------------------------
                                                      $      278,540  $      188,477 $      171,231 $     (339,959) $      298,289
                                                      ==============================================================================
</TABLE>

                                       65
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Consolidating Financial Statements (continued)

                     Consolidating Statements of Operations
                            Year ended June 30, 2003
                                 (In thousands)
<TABLE>
<S>                                              <C>            <C>            <C>             <C>            <C>
                                                     Dollar        Domestic        Foreign
                                                   Financial      Subsidiary     Subsidiary
                                                  Group, Inc.     Guarantors     Guarantors     Eliminations    Consolidated
                                                 ------------------------------------------------------------------------------

Revenues......................................   $            - $      110,472 $      108,916  $            - $      219,388
Store and regional expenses:
   Salaries and benefits......................                -         41,520         28,279               -         69,799
   Occupancy..................................                -         11,130          7,726               -         18,856
   Depreciation...............................                -          3,255          2,604               -          5,859
   Other......................................                -         29,198         18,568               -         47,766
                                                 ------------------------------------------------------------------------------
Total store and regional expenses.............                -         85,103         57,177               -        142,280

Corporate expenses............................           19,036             23         12,182               -         31,241
Management fee................................           (9,159)         7,779          1,380               -              -
Losses on store closings and sales and other
   restructuring..............................            3,485            407             95               -          3,987
Other depreciation and amortization...........            2,062             60          1,198               -          3,320
Interest expense, net.........................           16,648            966          2,554               -         20,168
Litigation settlement costs...................                -          2,750              -               -          2,750
                                                 ------------------------------------------------------------------------------
(Loss) income before income taxes ............          (32,072)        13,384         34,330               -         15,642
Income tax (benefit) provision ...............          (11,100)         9,838         14,773               -         13,511
                                                 ------------------------------------------------------------------------------
(Loss) income before equity in net
   Income of subsidiaries.....................          (20,972)         3,546         19,557               -          2,131
Equity in net income of subsidiaries:
   Domestic subsidiary guarantors.............            3,546              -              -          (3,546)             -
   Foreign subsidiary guarantors..............           19,557              -              -         (19,557)             -
                                                 ------------------------------------------------------------------------------
Net income  ..................................   $        2,131 $        3,546 $       19,557  $      (23,103)$        2,131
                                                 ==============================================================================
</TABLE>

                                       66
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Consolidating Financial Statements (continued)

                     Consolidating Statements of Cash Flows
                            Year ended June 30, 2003
                                 (In thousands)
<TABLE>
<S>                                                     <C>             <C>            <C>           <C>             <C>
                                                            Dollar         Domestic       Foreign
                                                           Financial      Subsidiary    Subsidiary
                                                          Group, Inc.     Guarantors    Guarantors    Eliminations    Consolidated
                                                        ----------------------------------------------------------------------------
Cash flows from operating activities:
Net income                                              $     2,131     $     3,546    $    19,557   $     (23,103)  $     2,131
Adjustments to reconcile net income
     to net cash (used in) provided by
     operating activities:
     Undistributed income of subsidiaries............       (23,103)              -              -          23,103             -
     Depreciation and amortization...................         3,853           3,316          3,802               -        10,971
     Losses on store closings and sales..............         3,485             407             95               -         3,987
     Foreign currency gain on revaluation of
       collateralized borrowings.....................             -               -           (398)              -          (398)
     Deferred tax provision..........................           102             681              -               -           783
     Changes in assets and liabilities (net
       of effect of acquisitions):
         (Increase) decrease in loans
           and other receivables ....................        (7,106)          6,060         (3,823)         (4,249)       (9,118)
         (Increase) decrease in income taxes
           receivable.............................          (10,961)              1           (281)          9,615        (1,626)
         Decrease (increase) in prepaid expenses
           and other.................................            96             800             (5)              -           891
         (Decrease) increase in accounts payable,
           income taxes payable, accrued expenses
           and other liabilities and accrued interest
           payable...................................        (5,469)         10,798         (3,752)         (5,366)       (3,789)
                                                        ----------------------------------------------------------------------------
Net cash (used in) provided by operating
   activities........................................       (36,972)         25,609         15,195               -         3,832

Cash flows from investing activities:
Acquisitions, net of cash acquired...................             -               -         (3,251)              -        (3,251)
Additions to property and equipment..................          (874)         (1,074)        (5,480)              -        (7,428)
Net increase in due from affiliates..................             -         (39,727)             -          39,727             -
                                                        ----------------------------------------------------------------------------
Net cash used in investing activities................          (874)        (40,801)        (8,731)         39,727       (10,679)

Cash flows from financing activities:
Other debt payments..................................             -               -             (3)              -            (3)
Other collateralized borrowings......................             -               -          8,000               -         8,000
Net decrease in revolving credit facilities..........        (7,836)              -         (9,401)              -       (17,237)
Payment of debt issuance costs.......................          (490)              -           (200)              -          (690)
Net increase in due from parent......................          (967)              -              -               -          (967)
Net increase (decrease) in due to affiliates.........        53,374               -        (13,647)        (39,727)            -
                                                        ----------------------------------------------------------------------------
Net cash provided by (used in) financing activities..        44,081               -        (15,251)        (39,727)      (10,897)

Effect of exchange rate changes on cash
   and cash equivalents..............................             -               -          2,916               -         2,916
                                                        ----------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents.         6,235         (15,192)        (5,871)              -       (14,828)
Cash and cash equivalents at beginning of year.......         1,746          41,405         43,482               -        86,633
                                                        ----------------------------------------------------------------------------
Cash and cash equivalents at end of year.............   $     7,981     $    26,213    $    37,611   $           -   $    71,805
                                                        ============================================================================
</TABLE>

                                       67
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Consolidating Financial Statements (continued)

                     Consolidating Statements of Operations
                            Year ended June 30, 2002
                                 (In thousands)
<TABLE>
<S>                                            <C>            <C>           <C>             <C>            <C>
                                                  Dollar        Domestic       Foreign
                                                 Financial     Subsidiary     Subsidiary
                                                Group, Inc.    Guarantors     Guarantors     Eliminations   Consolidated
                                               ---------------------------------------------------------------------------
Revenues...................................... $            - $     112,934 $       89,042  $            - $      201,976

Store 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 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               -              -
Losses on store closings and sales...........             406           970             59               -          1,435
Other depreciation and amortization...........          1,601           298            810               -          2,709
Interest expense (income).....................         16,167        (2,527)         5,054               -         18,694
                                               ---------------------------------------------------------------------------
(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>

                                       68
<PAGE>
                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.  Consolidating Financial Statements (continued)

                     Consolidating Statements of Cash Flows
                            Year ended June 30, 2002
                                 (In thousands)
<TABLE>
<S>                                                        <C>           <C>           <C>           <C>            <C>
                                                              Dollar       Domestic       Foreign
                                                             Financial    Subsidiary    Subsidiary
                                                            Group, Inc.   Guarantors    Guarantors    Eliminations   Consolidated
                                                           ------------------------------------------------------------------------
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
     Losess on store closings and sales ..................         125           970            59               -        1,154
     Establishment of reserves of new consumer
       lending arrangements...............................           -         1,448             -               -        1,448
     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....................................       5,356         2,790        (1,146)         (4,715)       2,285
         Increase in income taxes receivable..............        (698)            -             -               -         (698)
         Decrease in prepaid expenses and other...........          87           108            65               -          260
         (Increase) decrease in accounts payable, income
           taxes payable, accrued expenses and
           other liabilities and accrued interest payable        1,251        (5,656)       (6,210)          4,715       (5,900)
                                                           ------------------------------------------------------------------------
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 increase 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>

                                       69
<PAGE>
Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None.

Item    9A.   CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures


     As of the  end  of the  period  covered  by  this  report,  our  management
conducted an evaluation,  with the  participation of our chief executive officer
and chief financial officer, of the effectiveness of our disclosure controls and
procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,  our chief
executive officer and chief financial officer have concluded that our disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by us in the reports that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange   Commission's  rules  and  forms  and  that  such
information is accumulated and  communicated to management,  including our chief
executive  officer and chief financial  officer,  as appropriate to allow timely
decisions regarding required disclosure.


     Changes in Internal Control Over Financial Reporting


     There was no change in our internal control over financial reporting during
our fiscal  quarter ended June 30, 2004,  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Item    9B.   OTHER INFORMATION
         N/A.


                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Officers

     Our directors and officers and their  respective ages and positions are set
forth below:

<TABLE>

<S>                                     <C>    <C>
Name                                     Age    Position with Dollar Financial Group, Inc.
----                                     ---    ------------------------------------------
Jeffrey Weiss .....................       61    Chairman of the Board of Directors and Chief Executive Officer
Donald Gayhardt....................       40    President and Director
Randall Underwood .................       54    Executive Vice President and Chief Financial Officer
Sydney Franchuk ...................       52    Senior Vice President and President--Canadian Operations
Cameron Hetherington...............       39    Senior Vice President--International Operations
Gillian Wilmot ....................       43    Senior Vice President and President--U.K. Operations
Peter Sokolowski ..................       43    Vice President, Chief Credit Officer
Cyril Means........................       37    Vice President, General Counsel
Melissa Soper......................       38    Vice President, Human Resources
William Athas .....................       42    Vice President, Finance
</TABLE>



                                       70
<PAGE>
     The directors and officers of our parent company,  Dollar  Financial Corp.,
and their respective ages and positions are set forth below:

<TABLE>

<S>                                     <C>    <C>
Name                                     Age    Position with Dollar Financial Group, Inc.
----                                     ---    ------------------------------------------
Jeffrey Weiss .....................       61    Chairman of the Board of Directors and Chief Executive
                                                    Officer
Donald Gayhardt....................       40    President and Director
Randall Underwood .................       54    Executive Vice President and Chief Financial Officer
Sydney Franchuk ...................       52    Senior Vice President and President--Canadian
                                                Operations
Cameron Hetherington...............       39    Senior Vice President--International Operations
Gillian Wilmot ....................       43    Senior Vice President and President--U.K. Operations
Peter Sokolowski ..................       43    Vice President, Chief Credit Officer
Cyril Means........................       37    Vice President, General Counsel
Melissa Soper......................       38    Vice President, Human Resources
William Athas .....................       42    Vice President, Finance
Michael Koester....................       32    Director
Muneer Satter......................       43    Director
Jonathan Seiffer...................       32    Director
Jonathan Sokoloff..................       47    Director
Michael Solomon....................       29    Director
</TABLE>


     Jeffrey Weiss has served as our Chairman and Chief Executive  Officer since
an  affiliate  of Bear  Stearns & Co. Inc.  acquired us 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 our  President  since  December  1998.  Mr.
Gayhardt  also  served as our Chief  Financial  Officer  from April 2001 to June
2004. He served as our Executive Vice President and Chief Financial Officer from
1993 to 1997. In addition,  he joined our board as a director in 1990.  Prior to
joining us, 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  our
company.  Prior to joining Bear  Stearns,  Mr.  Gayhardt  held  positions in the
mergers and acquisitions advisory and accounting fields.

     Randall  Underwood  joined us as our  Executive  Vice  President  and Chief
Financial Officer in June 2004. Previously, Mr. Underwood served for three years
as Senior Vice President,  Global Finance and Administration and Chief Financial
Officer  for The  Coleman  Company,  Inc.  Prior to his  tenure  at The  Coleman
Company,   Mr.  Underwood  held  senior   executive   positions  with  Strategic
Development Partners,  Inc. from 1999 through 2000 and Thorn Americas, Inc. from
1988 through  1998.  Earlier in his career,  he practiced as a Certified  Public
Accountant with the firm of Peat, Marwick, Mitchell and Co.

     Sydney  Franchuk,   our  Senior  Vice  President  and   President--Canadian
Operations,  has served as President of our Canadian  operations  since November
1997.  Previously,  Mr.  Franchuk held the position of Vice President of Finance
and  Administration  for National  Money Mart Co. and Check Mart,  an affiliated
company in the United States.  Prior to joining us in 1985,  Mr.  Franchuk was a
public  accountant  with  Woods  &  Company  and  Ernst &  Young  LLP  Chartered
Accountants and is a Certified Management Accountant.

     Cameron  Hetherington  became  our  Senior  Vice   President--International
Operations in May 2004. He served as our Senior Vice President and President--UK
Operations,  as well as Managing  Director of Dollar  Financial  UK Limited from
March 1999 to May 2004. From July 1993 to September 1998, Mr.  Hetherington  was
employed at our Canadian operations in a variety of senior management positions,
including  National  Operations  Manager.  From June 1983 to November  1992, Mr.
Hetherington  served as a commissioned  officer  within the  Australian  Defence
Force in a variety  of  operational,  training  and  administrative  roles  both
domestically and overseas.

                                       71
<PAGE>
     Gillian Wilmot joined us as our Senior Vice  President and  President--U.K.
Operations  in May 2004.  Prior to joining us, Ms.  Wilmot worked as a strategic
consultant  beginning in January  2003.  She was Managing  Director for the Mail
Markets  Division of the Royal Mail from January  2001 through  January 2003 and
the Brand and  Strategy  Director  for  Littlewoods  PLC from April 1999 through
November  2000.  Additionally,  Ms. Wilmot is currently a director of Blackwells
Retail and a member of the U.K. Committee of Advertising Practice.

     Peter  Sokolowski  has served as our Vice  President--Chief  Credit Officer
since  October  2002  and  has  overall  responsibility  for  the  oversight  of
underwriting,  analysis and performance  monitoring for our credit products.  He
also served as our Vice  President--Finance  from 1991 to 2002. Prior to joining
us, Mr.  Sokolowski  worked in various  financial  positions  in the  commercial
banking industry.

     Cyril Means has served as our Vice President and General  Counsel since May
1999.  Prior to joining us, Mr. Means  served as Vice  President  and  Corporate
Counsel to The Aegis  Consumer  Funding  Group,  Inc. from 1995 to 1997,  and as
Executive Vice President and General  Counsel of Aegis from 1997 to 1999,  where
he was  primarily  responsible  for the  company's  securitization  facility and
credit lines. Prior to joining Aegis, Mr. Means held in-house legal positions in
the insurance, commercial real estate and entertainment fields.

     Melissa  Soper has  served  as our Vice  President--Human  Resources  since
October 1996 and has overall  responsibility for our human resources  compliance
to state and federal  labor laws.  Prior to joining  us, Ms.  Soper  served as a
Director of Human Resources for a national hotel chain.

     William  Athas,  our Vice  President--Finance,  had formerly  served as our
Director of Finance since January 2000, and has since had overall responsibility
for accounting oversight.  Prior to joining us, he was the divisional controller
of Timet,  a titanium  metals  company,  from December 1998 to January 2000. Mr.
Athas worked at Asarco, Inc., a non-ferrous metals company,  from August 1987 to
December 1998,  where he became the assistant  corporate  controller in 1997. He
attained his CPA certification in 1989.

     Michael Koester has served as a director since November 2003. He has been a
vice president of Goldman Sachs & Co.'s Principal Investment Area since December
2002. From August 1999 to December 2002, he was an associate of Goldman Sachs.

     Muneer  Satter  has  served as a  director  since  December  1998.  He is a
Managing Director in Goldman Sachs' Principal Investment Area in New York. Prior
to this assignment,  he was head of Goldman Sachs' Principal  Investment Area in
Europe and was based in London. He joined the firm in 1988 and became a managing
director  in  1996.  He  also  serves  on the  boards  of  directors  of  Atkins
Nutritional, Inc., Diveo Broadband Networks and Grupo Clarin S.A.

     Jonathan Seiffer has served as a director since October 2001. He has been a
partner of Leonard Green & Partners,  L.P. since January 1999 and joined Leonard
Green & Partners,  L.P. as an associate in October 1994. Prior to his arrival at
Leonard  Green & Partners,  Mr.  Seiffer was a member of the  corporate  finance
department of Donaldson,  Lufkin & Jenrette Securities Corporation. He is also a
director of Diamond Triumph Auto Glass, Inc., Liberty Group Publishing, Inc. and
several private companies.

     Jonathan  Sokoloff  has  served as a  director  since  December  1998.  Mr.
Sokoloff has been an executive  officer of Leonard Green & Partners,  L.P. since
its formation in 1994.  Since 1990, Mr. Sokoloff has been a partner in a private
equity firm  affiliated  with Leonard  Green & Partners,  L.P. Mr.  Sokoloff was
previously  a Managing  Director at Drexel  Burnham  Lambert  Incorporated.  Mr.
Sokoloff  is also a director  of The  Sports  Authority,  Rite Aid  Corporation,
Diamond Triumph Auto Glass, Inc. and several private companies.

     Michael  Solomon has served as a director since October 2002. He has been a
vice  president of Leonard  Green & Partners,  L.P.  since April 2002 and joined
Leonard  Green & Partners,  L.P. as an associate in May 2000.  From June 1996 to
May 2000,  Mr.  Solomon was an associate  with the Financial  Sponsors  Group of
Deutsche Banc Alex Brown.

                                       72
<PAGE>
Audit Committee Financial Expert

Our parent  company's  board of  directors  has not  determined  that any of the
current members of its audit committee is an "audit committee financial expert,"
as that term is defined in Item 401(h) of  Regulation  S-K under the  Securities
Exchange Act of 1934, as amended.  Our parent company  believes that the members
of its audit committee are financially literate and appropriately experienced in
business,  accounting and financial  matters for a company,  such as ours,  that
does not have equity  securities  listed on a national  exchange or association.
Although  they may not have obtained  these  attributes  through the  experience
specified in the definition of "audit  committee  financial  expert," our parent
company  believes  the members of its audit  committee  are able to  effectively
serve and carry out the duties and responsibilities of the audit committee.

Code of Ethics

Our parent  company has  adopted a code of ethics  applicable  to our  principal
executive officer,  principal financial officer and principal accounting officer
or controller, as well as other senior officers. The code of ethics is available
on our website at http://www.dfg.com.

Item 11. EXECUTIVE COMPENSATION

                           Summary Compensation Table

     The following table sets forth information with respect to the compensation
of our Chief Executive  Officer and each of our named  executive  officers whose
annual total salary and bonus in fiscal 2004 exceeded $100,000:


<TABLE>

                                                          Annual Compensation
                                            ------------------------------------------------
<S>                                   <C>     <C>          <C>           <C>                 <C>
                Name and                                                   Other Annual         All Other
           Principal Position         Year    Salary ($)    Bonus ($)    Compensation ($)    Compensation ($)
    -----------------------------------------------------------------------------------------------------------
     Jeffrey Weiss..............        2004      675,000      1,052,000       99,217(1)           7,741(3)
       Chairman and                     2003      650,000              -       60,290(1)           8,414(3)
       Chief Executive Officer          2002      650,000              -      122,417(1)           5,625(3)

    Donald Gayhardt.............        2004      400,000        603,000            -              2,103(3)
       President                        2003      350,000              -            -              3,264(3)
                                        2002      350,000              -            -              3,990(3)

    Sydney Franchuk.............        2004      148,980        157,325            -             11,332(3)
       Senior Vice President and        2003      132,840         84,353            -                  -
       President - Canadian             2002      127,560         79,725            -                  -
       Operations

    Cameron Hetherington........        2004      204,880        243,668       69,628(2)          14,342(3)
       Senior Vice President and        2003      186,695         56,008       64,458(2)          13,067(3)
       President - U.K. Operations      2002      128,980         46,985       53,907(2)           2,971(3)
</TABLE>

(1)  Amounts  include  $28,840 paid in fiscal 2004,  $30,635 paid in fiscal 2003
     and  $62,314  paid in fiscal 2002 for life  insurance  premiums on policies
     where we were not the named  beneficiary.  Amounts  include $48,853 paid in
     fiscal  2004 for  employee  memberships.  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 the officer.
(2)  Amounts represent housing and other living costs.
(3) Amounts represent payments relating to retirement plans.


                                       73
<PAGE>
                      Option/SAR Grants in Last Fiscal Year

<TABLE>
<S>                       <C>             <C>             <C>             <C>           <C>         <C>
                                  Individual Grants                                     Potential Realizable
                                                                                           Value at Asumed
                                                                                        Annual Rates of Stock
                                                                                          Price Appreciation
                                                                                           for Option Term
---------------------------------------------------------------------------------------------------------------
                        Securities         Percent of        Exercise
       Name             underlying            total          of base
                        option/SARs       Options/SARs        price        Expiration
                          Granted            granted          ($/Sh)          date          5%         10%
                            (#)                to                                          ($)         ($)
                                            employees                                       $           $
                                            in fiscal
                                              year
---------------------------------------------------------------------------------------------------------------
   Don Gayhardt           544(1)              100%            $5,600         1/6/14      $152,320    $304,640
</TABLE>

(1)  Represents the number of shares of the common stock of our parent  company,
     Dollar  Financial Corp.,  underlying  options granted in January 2004 under
     our parent company's 1999 Stock Incentive Plan.

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

<TABLE>
<S>                          <C>          <C>         <C>                           <C>
                                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
Jeffrey Weiss........                -      $      -              0/0                          $0/$0
Donald Gayhardt......                -             -            399/544                     $947,625/$0
Sydney Franchuk......                -             -            100/20                      $237,500/$0
Cameron Hetherington.                -             -            100/20                      $237,500/$0
</TABLE>


(1)  An assumed fair market value of $5,600 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 strike price of the most recent
     options to be granted.

1999 Stock Incentive Plan

     Our parent company's 1999 stock incentive plan is intended to secure for us
the benefits arising from stock ownership by selected key employees,  directors,
consultants  and advisors as our parent  company's  board of directors  may from
time to time determine. The following are the material terms of the 1999 plan:

Shares Subject to Plan

     The aggregate  number of shares of our parent  company's stock reserved and
available  for issuance  under the 1999 plan is 1,413.32 of which  1,408.00 were
underlying  outstanding  stock options as of June 30, 2004.  Our parent  company
does not intend to grant any  additional  stock options under the 1999 plan. The
number of shares  reserved  for  issuance  is  generally  subject  to  equitable
adjustment  upon the occurrence of any  reorganization,  merger,  consolidation,
recapitalization,  reclassification,  stock split-up, combination or exchange of
shares, stock dividend or other similar corporate transaction or event.

Administration

     The plan is  administered by our parent  company's board of directors.  Our
parent  company's board of directors has authority to construe and interpret the
1999 plan and any awards made  thereunder,  to grant and  determine the terms of
awards and to make any necessary rules and regulations for the administration of
the 1999 plan.


                                       74
<PAGE>
Eligibility

     All of our employees and  directors,  and in specified  circumstances,  our
consultants and advisors are eligible to participate in the 1999 plan.

Type of Awards

     Nonqualified  stock options or incentive stock options may be granted under
the 1999 plan.  Stock  appreciation  rights  may also be granted in tandem  with
nonqualified  stock options or incentive  stock  options  granted under the 1999
plan.

Amendment and Termination

     The 1999 plan may be amended by our parent company's board of directors, at
any time,  subject  to  stockholder  approval  to  increase  the shares of stock
reserved for issuance under the 1999 plan or modify eligibility requirements.

Exercisability, Vesting and Price of Awards

     The stock options will vest at the times and upon the  conditions  that the
committee may determine.  The price at which shares subject to any stock options
may be purchased are reflected in each particular stock option agreement.

Employment Agreement with Jeffrey Weiss

     Effective  December 19, 2003,  we entered into a new  employment  agreement
with Jeffrey Weiss.  The agreement  provides for Mr. Weiss to serve as our Chief
Executive  Officer for a term of three  years.  The term shall be  automatically
renewed for subsequent additional terms of one year unless either party provides
notice of its intention not to renew the term.

     The employment  agreement  provides for Mr. Weiss to receive an annual base
salary of $675,000,  subject to biannual increase by our board of directors or a
committee thereof, and to receive specified annual cash bonuses determined based
on our achievement of annual performance  targets. Mr. Weiss is also entitled to
specified  perquisites.  In  addition,  as long as Mr. Weiss serves as our Chief
Executive  Officer,  we will use our commercially  reasonable  efforts to ensure
that he continues to serve on our board of directors.

     If Mr. Weiss'  employment is terminated other than for cause in relation to
a change of control,  the  employment  agreement  provides  that we will pay Mr.
Weiss his  unpaid  base  salary for the  remainder  of the term,  discounted  to
present  value,  without  mitigation.  In  such  circumstances,  the  employment
agreement also provides for the  continuation  of specified  benefits during the
remaining scheduled term of the employment agreement.

     If Mr.  Weiss'  employment  is  terminated  other than for cause  under any
circumstances not related to a change of control, or if Mr. Weiss terminates his
employment for good reason,  the employment  agreement provides that we will pay
Mr. Weiss his remaining  base salary during the remaining  scheduled term of the
employment agreement,  subject to offset for compensation earned pursuant to new
employment.  In such circumstances,  the employment  agreement also provides for
the  continuation of specified  benefits during the remaining  scheduled term of
the employment agreement.

Employment Agreement with Donald Gayhardt

     Effective  December 19, 2003,  we entered into a new  employment  agreement
with Donald  Gayhardt.  The agreement  provides for Mr. Gayhardt to serve as our
President for a term of three years. The term shall be automatically renewed for
subsequent  additional  terms of one year unless either party provides notice of
its intention not to renew the term.

     The  employment  agreement  provides for Mr.  Gayhardt to receive an annual
base salary of $400,000,  subject to biannual increase by our board of directors
or a committee thereof,  and to receive specified annual cash bonuses determined
based on our  achievement of annual  performance  targets.  Mr. Gayhardt is also
entitled to specified  perquisites.  In addition, as long as Mr. Gayhardt serves
as our President, we will use our commercially reasonable efforts to ensure that
he continues to serve on our board of directors.

                                       75
<PAGE>

     If Mr. Gayhardt's employment is terminated other than for cause in relation
to a change of control,  the employment  agreement provides that we will pay Mr.
Gayhardt  his unpaid base salary for the  remainder of the term,  discounted  to
present  value,  without  mitigation.  In  such  circumstances,  the  employment
agreement also provides for the  continuation  of specified  benefits during the
remaining scheduled term of the employment agreement.

     If Mr.  Gayhardt's  employment is terminated other than for cause under any
circumstances not related to a change of control,  or if Mr. Gayhardt terminates
his employment for good reason,  the employment  agreement provides that we will
pay Mr.  Gayhardt his remaining base salary during the remaining  scheduled term
of the employment agreement,  subject to offset for compensation earned pursuant
to new employment. In such circumstances, the employment agreement also provides
for the continuation of specified  benefits during the remaining  scheduled term
of the employment agreement.

     Effective  January 2004, our parent company  granted Mr. Gayhardt an option
to purchase 544 shares of its common stock pursuant to our 1999 stock  incentive
plan at an exercise price of $5,600 per share.

Employment Agreement with Randall Underwood

     Effective  June 30,  2004,  we entered  into an  employment  agreement  for
Randall  Underwood  to serve as our  Chief  Financial  Officer.  The  employment
agreement  provides  for Mr.  Underwood  to  receive  an annual  base  salary of
$275,000,  subject to annual  review by our board of  directors  or a  committee
thereof,  and to receive  specified annual cash bonuses  determined based on our
achievement of annual  performance  targets.  Mr.  Underwood is also entitled to
specified perquisites.

     If Mr.  Underwood's  employment  is  terminated  in relation to a change of
control,  the  employment  agreement  provides  that we will continue to pay Mr.
Underwood his base salary for eighteen months following the date of termination.
If Mr. Underwood's employment is terminated other than for cause, the employment
agreement  provides that we will  continue to pay Mr.  Underwood his base salary
for six months following the date of termination and will pay Mr. Underwood at a
rate equal to 50% of his base salary for twelve months thereafter.

Employment Agreement with Cameron Hetherington

     Effective  April 1, 2002,  we entered  into an  employment  agreement  with
Cameron  Hetherington.  The agreement provides for Mr.  Hetherington to serve as
our President--U.K.  Operations through June 30, 2004. The employment  agreement
provides   for  Mr.   Hetherington   to  receive  an  annual   base   salary  of
(pound)(GPB)117,700  and specified  annual cash bonuses  determined based on our
achievement of annual performance  targets. Mr. Hetherington is also entitled to
specified perquisites. If Mr. Hetherington's employment is terminated other than
for cause after April 1, 2003,  the employment  agreement  provides that we will
pay Mr.  Hetherington  moving  expenses  and fifty  percent of one  year's  base
salary, subject to offset for compensation earned pursuant to new employment.

Director Compensation

     Our and our parent  company's  directors are not currently  entitled to any
compensation for serving as a director.

Compensation Committee Interlocks and Insider Participation

     Our parent  company's board of directors as a whole performed the functions
of a  compensation  committee,  and all of the  members of our parent  company's
board  of  directors   participated  in   deliberations   concerning   executive
compensation, including Jeffrey Weiss, our Chairman and Chief Executive Officer,
and Donald Gayhardt, our President. No interlocking  relationship exists between
our  parent  company's  board  of  directors  and  the  board  of  directors  or
compensation   committee  of  any  other  company,   nor  has  any  interlocking
relationship existed in the past.


                                       76
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     All of our issued and outstanding  shares of capital stock are owned by our
parent company, Dollar Financial Corp.

     The following table sets forth the number of shares of our parent company's
common stock owned beneficially on June 30, 2004, by:

     o    each person that is the beneficial owner of more than 5% of our parent
          company's common stock;
     o    all directors and nominees;
     o    the named executive officers; and
     o    all directors and executive officers as a group.

     The address of each  officer and  director is c/o Dollar  Financial  Group,
Inc.,  1436 Lancaster  Avenue,  Berwyn,  Pennsylvania  19312,  unless  otherwise
indicated.  On June 30,  2004,  there  were a total of  19,864.87  shares of our
parent company's common stock issued (106.71 shares were held in treasury).

<TABLE>
<S>                                                                  <C>          <C>
                                                                       Amount of
Name and Address of Beneficial Owner                                  Beneficial   Percent of
of Dollar Financial Corp. Shares                                       Ownership      Class
-----------------------------------------------------------------------------------------------
Green Equity Investors II, L.P.(1) ..........................         13,014.94       65.87%
Jonathan Seiffer(1)..........................................         13,014.94(3)    65.87
Jonathan Sokoloff(1)                                                  13,014.94(3)    65.87
Jeffrey Weiss................................................          3,058.99       15.48
The Goldman Sachs Group, Inc.(2).............................          2,150.46(4)    10.88
Michael Koester(2)...........................................          2,150.46(5)    10.88
Muneer Satter(2).............................................          2,150.46(5)    10.88
Donald Gayhardt(2)...........................................            563.56(6)     2.80
Sydney Franchuk..............................................            141.24(7)        *
Cameron Hetherington.........................................            100.00(8)        *
Michael Solomon(1)...........................................                  -          *
Randall Underwood............................................                  -          *
All directors and officers as a group (14 persons)...........         19,151.01(9)    93.88
</TABLE>


*    Less than 1% of the class

(1)  The address of Green Equity Investors II, L.P. Jonathan  Seiffer,  Jonathan
     Sokoloff and Michael Solomon is 11111 Santa Monica Boulevard,  Los Angeles,
     California 90025.

(2)  The address of The Goldman Sachs Group,  Inc.,  Michael  Koester and Muneer
     Satter is 85 Broad Street, New York, New York 10004.

(3) Green Equity Investors II, L.P. is a Delaware limited partnership managed by
    Leonard Green & Partners, L.P. Each of Messrs. Seiffer and Sokoloff,  either
    directly or indirectly  (whether through ownership  interest or position) or
    through one or more intermediaries, may be deemed to control Leonard Green &
    Partners,  L.P. As such, Messrs.  Seiffer and Sokoloff may be deemed to have
    shared  voting and  investment  power with  respect to shares  held by Green
    Equity Investors II, L.P. These individuals disclaim beneficial ownership of
    the securities held by Green Equity Investors II, L.P.

(4)  Represents the aggregate  number of shares of our parent  company's  common
     stock  that are  owned by  certain  investment  funds  affiliated  with the
     Goldman Sachs Group, Inc. Consists of 1,350.19 shares beneficially owned by
     GS  Mezzanine  Partners,  L.P.,  725.03  shares  beneficially  owned  by GS
     Mezzanine  Partners  Offshore,  L.P.,  17.44 shares  beneficially  owned by
     Bridge Street Fund 1998, L.P. and 57.80 shares  beneficially owned by Stone
     Street Fund 1998, L.P. The Goldman Sachs Group, Inc.  disclaims  beneficial
     ownership of the  2,150.46  shares  owned by such  investment  funds to the
     extent  attributable to equity interests therein held by persons other than
     The Goldman Sachs Group, Inc. and its affiliates. Each of such funds shares
     voting and investment power with certain of its respective affiliates.

                                       77
<PAGE>
(5)  Mr. Satter is a managing  director and Mr.  Koester is a vice  president of
     Goldman Sachs & Co., a wholly owned  subsidiary of The Goldman Sachs Group,
     Inc.  As such,  Messrs.  Satter and  Koester  may be deemed to have  shared
     voting and investment power with respect to shares held by investment funds
     managed by affiliates of The Goldman Sachs Group,  Inc.  These  individuals
     disclaim  beneficial  ownership of the securities  held by such  investment
     funds,  except  to the  extent  of  their  respective  pecuniary  interests
     therein, if any.

(6)  Includes  options to purchase 399.00 shares of our parent  company's common
     stock which are currently exercisable.

(7)  Includes  options to purchase 100.00 shares of our parent  company's common
     stock which are currently exercisable.

(8)  Includes  options to purchase 100.00 shares of our parent  company's common
     stock which are currently exercisable.

(9)  Includes  options to purchase 641.00 shares of our parent  company's common
     stock which are currently exercisable.

Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
<S>                         <C>                        <C>                        <C>

                                     Number of                                       Number of securities
                              securities to be issued      Weighted-average           remaining available
                                  upon exercise of         exercise price of          for future issuance
                                outstanding options,     outstanding options,      under equity compensation
                                warrants and rights       warrants and rights                plans
                                                                                     (excluding securities
       Plan category                                                                reflected in column (a)
----------------------------- ------------------------- ------------------------ ------------------------------

Equity compensation
plans approved by
security holders                      1,408(1)                  $4,314                         5

Equity compensation plans
not approved by security
holders                                  -                         -                           -
</TABLE>

     (1)  Represents  the  number of shares of the  common  stock of our  parent
          company,  Dollar  Financial  Corp.  issuable  upon exercise of options
          outstanding under its 1999 Stock Incentive Plan.


                                       78
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders' Agreement

     Our  parent  company  is a party to an amended  and  restated  stockholders
agreement  with certain  stockholders,  including GS Mezzanine  Partners,  L.P.,
Bridge  Street Fund 1998,  L.P.,  Stone Street Fund 1998,  L.P. and GS Mezzanine
Partners Offshore, L.P.  (collectively,  "GS "), Ares Leveraged Investment Fund,
L.P. and Ares  Leveraged  Investment  Fund II, L.P.  (together,  "Ares "), Green
Equity  Investors II, L.P.,  Jeffrey Weiss,  Donald Gayhardt and C.L. and Sheila
Jeffrey. The stockholders  agreement will terminate on November 13, 2013, though
certain  provisions may terminate  before then if there is a public  offering of
our parent company's common stock.

Transfer Restrictions

     The  stockholders  agreement  provides,  among  other  things,  for certain
restrictions on the  disposition of our parent  company's  common stock.  Common
stock  of our  parent  company  that is  subject  to the  agreement  may only be
transferred in accordance  with the terms and  conditions of the agreement.  Any
other  transfers  of our parent  company's  common  stock will be void and of no
force or  effect.  Any  shares of our  parent  company's  common  stock that are
subsequently  transferred  to a third party will remain subject to the terms and
conditions of the stockholders agreement.

Tag-Along and First Option Rights

     If, at any time, Green Equity Investors II, L.P.  proposes to enter into an
agreement  to sell or  otherwise  dispose of for value more than twenty  percent
(20%) of the outstanding shares of our parent company's common stock owned by it
as of the date of the stockholders agreement,  then the other stockholders party
to the  stockholders  agreement  will be given the  opportunity  to  participate
proportionately  in (in other words, "tag along" with) the sale. These tag-along
provisions do not apply to certain  transactions  specified in the  stockholders
agreement.

     If, at any time,  an executive who is party to the  stockholders  agreement
desires  to sell for cash all or any part of his or her  shares,  he or she must
provide  notice to Green  Equity  Investors  II,  L.P.,  GS, Ares and our parent
company.  Upon receiving  notice,  such parties will have the option to purchase
all, but not less than all, of such shares on the same terms and conditions.  If
more than one of such parties  exercises  their option,  our parent company will
have first priority with Green Equity Investors II, L.P., GS and Ares having the
right to purchase on a pro rata basis any remaining shares. Similar first option
rights in favor of Green  Equity  Investors  II,  L.P.  exist  with  respect  to
proposed  sales  by GS and  Ares.  Each of  those  parties  and  certain  of our
executives  also have  preemptive  rights if our parent company issues or grants
additional shares of its common stock or other equity interests.

Repurchase of Shares

     If the  employment  of an  executive  who  is  party  to  the  stockholders
agreement  is  terminated,  including by reason of his or her death or permanent
disability,  our parent  company,  Green Equity  Investors II, L.P., GS and Ares
(with  priority to our parent  company and then to Green  Equity  Investors  II,
L.P.,  GS and Ares on a pro rata  basis)  will  have the  right  and  option  to
repurchase all of the shares then owned by the executive.  The price will be the
fair  market  value of the  shares  at the time the  executive's  employment  is
terminated as determined under the stockholders agreement.

Registration Rights

     Under the stockholders  agreement,  Green Equity Investors II, L.P. has the
right to demand, on three occasions, that our parent company file a registration
statement  under the  Securities  Act covering all or a portion of the 13,014.94
shares of our parent company's common stock that it holds. On two occasions,  GS
has the right to  demand  such  registration  covering  all or a portion  of the
2,998.15 shares of our common stock that it and Ares hold.

     In addition,  if our parent  company  proposes to register any common stock
under the  Securities  Act (pursuant to a demand or  otherwise)  other than on a
registration  statement  on Form S-4 or S-8, or in  connection  with an exchange
offer, each stockholder that is party to the stockholders  agreement,  including
Green Equity  Investors II, L.P. and GS, may elect to include in, or "piggyback"
on, the  registration  all or a portion  of the  shares of our parent  company's
common stock that it holds.  Currently  19,864.87 shares of our parent company's

                                       79
<PAGE>
common stock are subject to piggyback registration rights. However, the managing
underwriter,  if any, of the offering pursuant to the registration has the right
to limit the  number of  securities  to be  included  by these  holders.  If the
managing  underwriter  limits the number of  securities  to be included by these
holders,  our parent  company  will  include  in the  registration,  first,  the
securities  it proposes to sell,  second,  up to $1.75  million in aggregate net
proceeds of  securities  proposed to be sold by Jeffrey  Weiss,  and third,  the
securities  the holders  propose to sell,  allocated  pro rata among  them.  Our
parent company would bear all registration  expenses incurred in connection with
these  registrations.  The stockholders  would pay all  underwriting  discounts,
selling  commissions  and stock transfer  taxes  applicable to the sale of their
securities.

Drag-Along Rights

     If Green Equity Investors II, L.P. agrees to sell all or substantially  all
of its shares to a third party,  then it may demand that the other  stockholders
who are party to the stockholders  agreement sell all, but not less than all, of
their shares at the same price and on the same terms and conditions.

Grant of Proxy

     Each stockholder who is party to the stockholders agreement (other than GS)
has agreed to vote its shares so that (1) so long as Jeffrey  Weiss is the Chief
Executive  Officer  of our  parent  company,  he will be elected to the board of
directors of our parent  company and (2) so long as Green Equity  Investors  II,
L.P.  owns,  directly or  indirectly,  twenty  percent (20%) or more of the then
outstanding  stock of our  parent  company,  it will be  entitled  to elect  the
remaining  members of the board of  directors.  GS Mezzanine  Partners,  L.P. is
entitled to nominate two members of our parent  company's  board of directors so
long as GS owns any of our parent company's notes or shares of common stock.

Investor Put/Sale Rights

     Beginning September 30, 2008, each of GS and Ares, during a prescribed time
period, will have the right to require our parent company to repurchase all or a
portion  of the  shares  of  common  stock  then  owned  by them  for an  amount
calculated  in  accordance  with the  stockholders  agreement.  In the event our
parent  company is unable to  purchase  such  shares,  then any party  holding a
majority  of the shares of common  stock  included  in such notice will have the
right to require  our parent  company to seek to sell  itself.  If such right is
exercised,  our  parent  company  and  such  holders  will  mutually  select  an
investment banking firm to seek a sale transaction, and will mutually agree upon
a sale process. If, upon the conclusion of such sale process,  such holders wish
to sell, then the other stockholder  parties to the stockholders  agreement have
agreed to cause our parent company to complete the sale. Alternatively,  if such
holders do not wish to sell or the sale process otherwise does not result in the
sale of our parent company,  then,  beginning September 30, 2010, each of GS and
Ares will again have a right to  require  the  repurchase  of their  shares,  on
substantially identical terms and conditions;  and, similarly,  their repurchase
rights will be reinstated,  on substantially identical terms and conditions,  on
each  two-year  anniversary  thereafter.  The sole right of GS and Ares,  in the
event that our parent company is unable to repurchase  their shares  following a
repurchase  election  by  them,  is to  seek a sale  of our  parent  company  as
described in this paragraph.

Indebtedness of Management

     During fiscal 1999, we issued loans to certain  members of management.  The
funds were used to pay personal income tax expense  associated with the exercise
of certain  options and grants of certain stock in connection  with the purchase
of our parent  company by Green Equity  Investors II, L.P. The loans are secured
by shares  of our  parent  company's  common  stock.  As of June 30,  2004,  the
following  members of management  owed  outstanding  principal on these loans in
excess of $60,000:

<TABLE>
<S>                      <C>         <C>                <C>                      <C>
                          Outstanding Principal Accrued
Name                      Rate     Maturity Date          Amount                  Interest
---------------------------------------------------------------------------------------------------
Jeffrey Weiss             6.00%       12/18/2004         $2,000,000                 $665,000
Donald Gayhardt           6.00        12/18/2004             96,525                   32,095
Sydney Franchuk           0.00          4/1/2005             69,258                        -
Peter Sokolowski          6.00        12/18/2004             70,695                   23,506
</TABLE>

                                       80
<PAGE>

     In addition, as part of his prior employment  agreement,  Jeffrey Weiss was
issued a loan in the amount of $4.3 million to purchase additional shares of our
parent  company's  common 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 of our parent company's common stock.

Management Agreement

     Under an amended and restated  management  services agreement among Leonard
Green & Partners, L.P., Dollar Financial Corp. and us, our parent company agreed
to pay Leonard  Green & Partners,  L.P. an annual fee equal to $1.0  million for
ongoing  management,  consulting  and financial  planning  services,  as well as
reimbursement of any out-of-pocket expenses incurred. The agreement is scheduled
to terminate on November 13, 2008.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees

     Ernst & Young LLP, an independent registered public accounting firm, is the
principal independent accountant of our parent company,  Dollar Financial Corp.,
and its subsidiaries.  Ernst & Young LLP is retained solely to provide audit and
audit  related  services  and advice with  respect to tax  matters,  and has not
provided  or billed  for any other  type of  non-audit  services  to our  parent
company or its subsidiaries. Ernst & Young LLP billed our parent company and its
subsidiaries  aggregate fees of approximately $1.4 million and $435,000 and were
paid  such  amounts  for  fiscal  years  2004 and  2003,  respectively,  for the
following services: (i) audit of the annual consolidated financial statements of
Dollar Financial Group,  Inc. for the fiscal years ended June 30, 2004 and 2003;
(ii) review of the interim  financial  statements of our parent  company and its
subsidiaries  included in quarterly  reports on Form 10-Q for the periods  ended
September 30,  December 31, and March 31, 2004 and 2003;  and (iii) the issuance
of comfort letters, review of registration statements and issuance of consents.

Audit Related Fees

     Ernst & Young LLP billed our parent company and its  subsidiaries for other
audit-related  fees of  approximately  $17,000  and  $11,000  and were paid such
amounts for 2004 and 2003,  respectively,  for the audit of the Dollar Financial
Group Retirement Plan (401(k)).

Tax Fees

     Ernst & Young LLP billed our parent  company and its  subsidiaries  fees of
approximately  $6,000 and $9,000 and were paid such  amounts  for 2004 and 2003,
respectively,  for the following tax services: (i) tax compliance;  and (ii) tax
planning.

All Other Fees

     None.

Audit Committee Pre-approval Policies and Procedures

     At its regularly scheduled and special meetings, the Audit Committee of the
Board of Directors of our parent company  considers and  pre-approves  any audit
and non-audit services to be performed by the Company's independent accountants.
The Audit Committee of Dollar Financial Corp.  continues to monitor  legislative
and regulatory  developments  concerning auditor  independence and services that
may be provided by  independent  auditors to an audit  client,  including  those
developments  under the  Sarbanes-Oxley  Act of 2002 and related rules issued by
the SEC.

                                       81
<PAGE>
                                     PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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

     The following  consolidated  financial statements are submitted in response
to Item 14(a)(1) and (2):

<TABLE>
<S>                                                                                             <C>
Dollar Financial Group, Inc.                                                                        Page
                                                                                                  ---------

Report of Independent Registered Public Accounting Firm.................................             38
Consolidated Balance Sheets, June 30, 2003 and 2004...........................................       39
Consolidated Statements of Operations, years ended June 30, 2002, 2003 and 2004...............       40
Consolidated Statements of Shareholder's Equity, years ended June 30, 2002, 2003 and 2004.....       41
Consolidated Statements of Cash Flows, years ended June 30, 2002, 2003 and 2004...............       42
Notes to Consolidated Financial Statements....................................................       43
</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.]

                                       82
<PAGE>
(a)(3) Exhibits
  Exhibit No.                      Description of Document
  -----------                      -----------------------
    3.1(a)       Certificate of Incorporation of Dollar Financial Group, Inc.(1)
    3.1(b)       Certificate of Amendment of the Certificate of Incorporation of
                 Dollar Financial Group, Inc.(1)
    3.2          Amended and Restated Bylaws of Dollar Financial Group, Inc.(6)
    3.3          Amended and Restated  Certificate  of  Incorporation  of Dollar
                 Financial Corp.(6)
    3.4          Bylaws of Dollar Financial Corp.(6)
    3.5(a)       Articles of  Incorporation  of Any Kind Check Cashing  Centers,
                 Inc.(1)
    3.5(b)       Articles of Amendment to the Articles of  Incorporation  of Any
                 Kind Check Cashing Centers, Inc.(1) ,
    3.6          Bylaws of Any Kind Check Cashing Centers, Inc.(1)
    3.7(a)       Articles of Incorporation of Cash Unlimited of Arizona, Inc.(6)
    3.8          Bylaws of Cash Unlimited of Arizona, Inc.(6)
    3.9          Articles of Incorporation of Check Mark of Louisiana, Inc.(1)
    3.10         Bylaws of Check Mart of Louisiana, Inc.(1)
    3.11(a)      Articles of Incorporation of Check Mart of New Mexico, Inc.(1)
    3.11(b)      Articles of Amendment to the Articles of Incorporation of Check
                 Mart of New Mexico, Inc.(1)
    3.12         Bylaws of Check Mart of New Mexico, Inc.(1)
    3.13         Articles  of  Incorporation  of  Check  Mart  of  Pennsylvania,
                 Inc.(1)
    3.14         Bylaws of Check Mart of Pennsylvania, Inc.(1)
    3.15         Articles of Incorporation of Check Mart of Texas, Inc.(1)
    3.16         Bylaws of Check Mart of Texas, Inc.(1)
    3.17         Articles of Incorporation of Check Mart of Wisconsin, Inc.(1)
    3.18         Bylaws of Check Mart of Wisconsin, Inc.(1)
    3.19         Certificate of Incorporation of DFG International, Inc.(6)
    3.20         Bylaws of DFG International, Inc.(6)
    3.21         Certificate of Incorporation of DFG World, Inc.(6)
    3.22         Bylaws of DFG World, Inc.(6)
    3.23         [Intentionally omitted.]
    3.24         [Intentionally omitted.]
    3.25(a)      Articles of  Incorporation  of  Financial  Exchange  Company of
                 Ohio, Inc.(1)
    3.25(b)      Certificate  of  Amendment by  Incorporator  to the Articles of
                 Incorporation of Financial
                 Exchange Company of Ohio, Inc.(1)
    3.25(c)      Certificate of Amendment (by  Shareholders)  to the Articles of
                 Incorporation of Financial Exchange Company of Ohio, Inc.(1)
    3.26         Code of  Regulations  of  Financial  Exchange  Company of Ohio,
                 Inc.(1)
    3.27(a)      Articles of  Incorporation  of  Financial  Exchange  Company of
                 Pennsylvania, Inc.(1)
    3.27(b)      Certificate  of Amendment to the Articles of  Incorporation  of
                 Financial Exchange Company of Pennsylvania, Inc.(1)
    3.27(c)      Certificate  of Amendment to the Articles of  Incorporation  of
                 Financial Exchange Company of Pennsylvania, Inc.(I)
    3.28         Bylaws of Financial Exchange Company of Pennsylvania, Inc.(1)
    3.29         Certificate of Incorporation  of Financial  Exchange Company of
                 Pittsburgh, Inc.(1)
    3.30         Bylaws of Financial Exchange Company of Pittsburgh, Inc.(1)
    3.31         Certificate of Incorporation  of Financial  Exchange Company of
                 Virginia, Inc.(1)
    3.32         Bylaws of Financial Exchange Company of Virginia, Inc.(1)
    3.33         Certificate of Incorporation of Loan Mart of Oklahoma, Inc.(6)
    3.34         Bylaws of Loan Mart of Oklahoma, Inc.(6)
    3.35         Certificate of Incorporation of Monetary Management Corporation
                 of Pennsylvania(1)
    3.36         Bylaws of Monetary Management Corporation of Pennsylvania(1)
    3.37(a)      Certificate  of   Incorporation   of  Monetary   Management  of
                 California, Inc.(1)
    3.37(b)      Certificate  of Ownership and Merger of Monetary  Management of
                 California, Inc.(6)
    3.38         Bylaws of Monetary Management of California, Inc.(1)
    3.39         Articles of Incorporation  of Monetary  Management of Maryland,
                 Inc.(1)
    3.40         Amended and Restated Bylaws of Monetary Management of Maryland,
                 Inc.(1)


                                       83
<PAGE>
(a)(3) Exhibits
  Exhibit No.                      Description of Document
  -----------                      -----------------------
    3.41(a)      Certificate  of  Incorporation  of Monetary  Management  of New
                 York, Inc.(1)
    3.41(b)      Certificate  of  Change  of  Monetary  Management  of New York,
                 Inc.(6)
    3.42         Bylaws of Monetary Management of New York, Inc.(1)
    3.43(x)      Articles of Incorporation of Money Mart Express, Inc.(6)
    3.43(b)      Articles of Amendment of Money Mart Express, Inc.(6)
    3.44         Bylaws of Money Mart Express, Inc.(6)
    3.45(a)      Certificate of Incorporation of Moneymart, Inc.(6)
    3.45(b)      Certificate of Ownership and Merger of Moneymart, Inc.(6)
    3.46         Bylaws of Moneymart, Inc.(6)
    3.47         Articles of Incorporation of Pacific Ring Enterprises, Inc.(1)
    3.48         Amended  and  Restated  Bylaws  of  Pacific  Ring  Enterprises,
                 Inc.(6)
    3.49         Articles of Incorporation of PD Recovery, Inc.(1)
    3.50         Bylaws of PD Recovery, Inc.(1)
    4.1          Indenture,  dated as of November 13,  2003,  among the Company,
                 the  Guarantors  (as defined  therein),  and U.S. Bank National
                 Association, as Trustee (6)
    4.2          Form of 9.75%  Senior Notes due 2011 with  Guarantees  endorsed
                 thereon (included in Exhibit 4.1)
    4.3          Registration Rights Agreement,  dated as of May 6, 2004, by and
                 among the Company, the Guarantors (as defined therein), and the
                 Initial Purchaser (as defined therein)(7)
    4.4          Indenture, dated as of November 13, 2003, by and between Dollar
                 Financial Corp. and U.S. Bank National Association, as Trustee,
                 with respect to Dollar  Financial  Corp.'s 16% Senior Notes due
                 2012(6)
    4.5          Indenture, dated as of November 13, 2003, by and between Dollar
                 Financial Corp. and U.S. Bank National Association, as Trustee,
                 with  respect  to  Dollar   Financial   Corp.'s  13.95%  Senior
                 Subordinated Notes due 2012(7)
    4.6          Form of Dollar  Financial  Corp.'s  16%  Senior  Notes due 2012
                 (included in Exhibit 4.4)
    4.7          Form of Dollar  Financial  Corp.'s  13.95% Senior  Subordinated
                 Notes due 2012 (included in Exhibit 4.5)
    10.1         Dollar Financial Corp. 1999 Stock Incentive Plan(2)
    10.2         [Intentionally omitted.]
    10.3(a)      Second Amended and Restated Credit  Agreement,  dated as of the
                 November 13, 2003, by and among Dollar Financial  Group,  Inc.,
                 Dollar  Financial  Corp.,  the lenders  from time to time party
                 thereto,   Wells   Fargo   Bank,   National   Association,   as
                 administrative  agent,  U.S.  Bank  National  Association,   as
                 syndication  agent,  and  Citicorp  North  America,   Inc.,  as
                 documentation  agent (the "Second  Amended and Restated  Credit
                 Agreement")(6)
    10.3(b)      First   Amendment  to  Second   Amended  and  Restated   Credit
                 Agreement,  dated as of April 12,  2004,  by and  among  Dollar
                 Financial  Group,  Inc.,  Dollar  Financial  Corp., the lenders
                 currently  party to the  Second  Amended  and  Restated  Credit
                 Agreement  and  Wells  Fargo  Bank,  National  Association,  as
                 administrative agent(9)
    10.3(c)      Form of  Letter  Agreement  amending  the  Second  Amended  and
                 Restated Credit Agreement, by and among Dollar Financial Group,
                 Inc.,  Dollar Financial  Corp., the lenders  currently party to
                 the Second  Amended and  Restated  Credit  Agreement  and Wells
                 Fargo Bank, National Association, as administrative agent(9)
    10.4         Form of Pledge and Security Agreement, dated as of November 13,
                 2003,  by and between the  Guarantor  (as defined  therein) and
                 Wells Fargo Bank, National Association, as administrative agent
                 for  itself  and the  lenders  under  the  Second  Amended  and
                 Restated Credit Agreement(6)
    10.5         Pledge and Security  Agreement,  dated as of November 13, 2003,
                 by and between  Dollar  Financial  Group,  Inc, and Wells Fargo
                 Bank, National Association,  as administrative agent for itself
                 and the lenders  under the Second  Amended and Restated  Credit
                 Agreement(6)
    10.6         Form of Guarantor Subordination Agreement, dated as of November
                 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo
                 Bank,  National  Association,  as administrative  agent for the
                 Lenders under the Second Amended and Restated Credit Agreement,
                 and the Creditor (as defined therein)(6)


                                       84
<PAGE>
(a)(3) Exhibits
  Exhibit No.                      Description of Document
  -----------                      -----------------------
    10.7         Form of Foreign Subsidiary Subordination Agreement, dated as of
                 November 13, 2003 by and among Dollar  Financial  Group,  Inc.,
                 Wells Fargo Bank, National Association, as administrative agent
                 for the Lenders  under the Second  Amended and Restated  Credit
                 Agreement, and the Creditor (as defined therein)(6)
    10.8         Foreign  Subsidiary  Subordination   Agreement,   dated  as  of
                 November 13, 2003 by and among Dollar  Financial  Group,  Inc.,
                 Wells Fargo Bank, National Association, as administrative agent
                 for the Lenders  under the Second  Amended and Restated  Credit
                 Agreement, and National Money Mart Company(6)
    10.9         Foreign  Subsidiary  Subordination   Agreement,   dated  as  of
                 November 13, 2003 by and among Dollar  Financial  Group,  Inc.,
                 Wells Fargo Bank, National Association, as administrative agent
                 for the Lenders  under the Second  Amended and Restated  Credit
                 Agreement, and Dollar Financial UK Limited(6)
    10.10        Supplemental  Security Agreement  (Trademarks),  dated November
                 13, 2003 by and between Dollar  Financial  Group, Inc and Wells
                 Fargo Bank, National  Association,  as administrative agent for
                 itself and the lenders  under the Second  Amended and  Restated
                 Credit Agreement(6)
    10.11        Supplemental  Security Agreement  (Copyrights),  dated November
                 13, 2003 by and between Dollar  Financial  Group, Inc and Wells
                 Fargo Bank, National  Association,  as administrative agent for
                 itself and the lenders  under the Second  Amended and  Restated
                 Credit Agreement(6)
    10.12        Supplemental  Security Agreement (Patents),  dated November 13,
                 2003 by and between Dollar Financial Group, Inc and Wells Fargo
                 Bank, National Association,  as administrative agent for itself
                 and the lenders  under the Second  Amended and Restated  Credit
                 Agreement(6)
    10.13        First Bank Overdraft  Lending  Agreement,  dated as of March 1,
                 2001,   between   National  Money  Mart  Company  and  Bank  of
                 Montreal(6)
    10.14        Multi Line Facility  Agreement,  dated January 20, 2003, by and
                 between Dollar Financial U.K. Limited and National  Westminster
                 Bank Plc(6)
    10.15        Form of  Letter  Agreement,  dated  October  10,  2003,  by and
                 between  Dollar  Financial  U.K.  Limited and The Royal Bank of
                 Scotland  Plc,  as agent  for  National  Westminster  Bank Plc,
                 extending Multi Line Facility Agreement(6)
    10.16        Form of  Letter  Agreement,  dated  October  24,  2003,  by and
                 between  Dollar  Financial  U.K.  Limited and The Royal Bank of
                 Scotland  Plc,  as agent  for  National  Westminster  Bank Plc,
                 extending Multi Line Facility Agreement(6)
    10.17        Form of Letter  Agreement,  dated  November  21,  2003,  by and
                 between  Dollar  Financial  U.K.  Limited and The Royal Bank of
                 Scotland Pic, as agent for National Westminster Bank Plc(6)
    10.18(a)     Participation and Servicing Agreement, dated November 15, 2002,
                 among Archbrook Holdings International, LLC, Instant Cash Loans
                 Limited and Dollar Financial Group, Inc.(6)
    10.18(b)     Termination  Letter,  dated  June  30,  2004,  among  Archbrook
                 Holding's  International,  LLC,  Instant Cash Loans Limited and
                 Dollar Financial Group, Inc.(7)
    10.19(a)     Intercreditor Agreement,  dated as of November 13, 2003, by and
                 between   Wells   Fargo   Bank,   National   Association,    as
                 administrative  agent,  and U.S. Bank National  Association,  a
                 national banking association, as trustee for the holders of the
                 Notes (as  defined  therein)  under the  Indenture  (as defined
                 therein)(6)
    10.19(b)     First Amendment to Intercreditor  Agreement,  dated as of April
                 12,   2004,   by  and  between   Wells  Fargo  Bank,   National
                 Association,  as  administrative  agent, and U.S. Bank National
                 Association, a national banking association, as trustee for the
                 holders of the Notes (as defined  therein)  under the Indenture
                 (as defined therein)(9)
    10.20        Exchange Agreement, dated as of November 13, 2003, among Dollar
                 Financial  Corp.,  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., with respect to Dollar
                 Financial Corp.'s 16% Senior Notes Due 2012(6)
    10.21        Exchange Agreement, dated as of November 13, 2003, among Dollar
                 Financial  Corp.,  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, with respect to Dollar
                 Financial Corp.'s 13.95% Senior Subordinated Notes Due 2012(6)


                                       85
<PAGE>
(a)(3) Exhibits
  Exhibit No.                      Description of Document
  -----------                      -----------------------
    10.22        Exchange  and  Registration  Rights  Agreement,   dated  as  of
                 November 13, 2003, by and among Dollar  Financial  Corp. and 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., as the purchasers of Dollar Financial
                 Corp.'s 16% Senior Notes Due 2012(6)
    10.23        Exchange  and  Registration  Rights  Agreement,   dated  as  of
                 November 13, 2003, by and among Dollar  Financial  Corp. and 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.,  as the  purchasers  of DFG Holdings
                 Inc.'s 13.95% Senior Subordinated Notes Due 2012(6)
    10.24(a)     Amended and Restated Management Services Agreement, dated as of
                 November 13, 2003, by and among Dollar Financial Corp.,  Dollar
                 Financial Group, Inc. and Leonard Green & Partners, L.P(6)
    10.24(b)     Termination  Agreement,  dated as of May 26, 2004, by and among
                 Dollar  Financial  Corp.,  Dollar  Financial  Group,  Inc.  and
                 Leonard, Green & Partners, L.P(9)
    10.25        Second Amended and Restated Stockholders Agreement, dated as of
                 November 13,  2003,  by and among Green  Equity  Investors  II,
                 L.P.,  Stone  Street  Fund 1998,  L.P Bridge  Street Fund 1998,
                 L.P.,  GS  Mezzanine  Partners,  L.P.,  GS  Mezzanine  Partners
                 Offshore,   L.P.,  Ares  Leveraged  Investment  Fund,  L.P.,  a
                 Delaware limited  partnership,  Ares Leveraged  Investment Fund
                 II, L.P., a Delaware limited partnership,  C.L. Jeffrey, Sheila
                 Jeffrey,  certain  stockholders  signatories thereto and Dollar
                 Financial Corp.(6)
    10.26        Amendment  No. 1 to Second  Amended and  Restated  Stockholders
                 Agreement,  dated as of March 11,  2004,  by and  among  Dollar
                 Financial Corp.,  Green Equity Investors 11, 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., Ares Leveraged Investment Fund
                 II, L.P. and Jeffrey Weiss(10)
    10.27        Amendment  No. 2 to Second  Amended and  Restated  Stockholders
                 Agreement,  dated as of April 14,  2004,  by and  among  Dollar
                 Financial Corp.,  Green Equity Investors 11, 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., Ares Leveraged Investment Fund
                 II, L.P and Jeffrey Weiss(9)
    10.28        Amendment  No. 3 to Second  Amended and  Restated  Stockholders
                 Agreement,  dated  as of  July 6,  2004,  by and  among  Dollar
                 Financial  Corp.,  Green Equity Investors II, 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, Ares Leveraged Investment Fund
                 II, L.P, and Jeffrey Weiss(9)
    10.29        Employment  Agreement,  dated as of December 19,  2003,  by and
                 among Dollar Financial Group,  Inc., Dollar Financial Corp. and
                 Jeffrey Weiss(9)
    10.30        Employment  Agreement,  dated as of December 19,  2003,  by and
                 among Dollar Financial Group,  Inc., Dollar Financial Corp. and
                 Donald Gayhardt(9)
    10.31        Employment  Agreement,  dated  April 30,  2002,  by and between
                 Dollar Financial Group, Inc. and Cameron Hetherington(10)
    10.32        Employment  Agreement,  dated as of May 7, 2004, by and between
                 Dollar Financial UK Limited and Gillian Wilmot(9)
    10.33        Employment  Letter,  dated June 30, 2004, by and between Dollar
                 Financial Corp. and Randall Underwood(7)
    10.34        Secured Note, dated December 18, 1998, made by Jeffrey Weiss in
                 favor of Dollar Financial Group, Inc.(3)
    10.35        Pledge  Agreement,  dated  December  18, 1998,  between  Dollar
                 Financial Group, Inc. and Jeffrey Weiss(3)
    10.36        Amended and Restated Nonexclusive Servicing and Indemnification
                 Agreement,  dated June 14, 2002, between County Bank and Dollar
                 Financial Group, Inc.(5)
    10.37        Marketing  and  Servicing  Agreement,  dated  October 18, 2002,
                 between  First Bank of  Delaware  and Dollar  Financial  Group,
                 Inc.(4)

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<PAGE>
(a)(3) Exhibits
  Exhibit No.                      Description of Document
  -----------                      -----------------------
    10.38        Acknowledgment,  dated as of November 13, 2003, to the Exchange
                 and Registration Rights Agreement by and among Dollar Financial
                 Corp.  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  11,  LT  with  respect  to  Dollar
                 Financial Corp.'s 16% Senior Notes due 2012(6)
    10.39        Acknowledgment,  dated as of November 13, 2003, to the Exchange
                 and Registration Rights Agreement by and among Dollar Financial
                 Corp.  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,  LT  with  respect  to  Dollar
                 Financial Corp.'s 13.95% Senior Subordinated Notes due 2012(6)
    10.40        Amendment,  dated as of  November  13,  2003,  to the  Exchange
                 Agreement  by and among  Dollar  Financial  Corp.  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,  with  respect to Dollar  Financial  Corp.'s 16%
                 Senior Notes due 2012(6)
    10.41        Amendment,  dated as of  November  13,  2003,  to the  Exchange
                 Agreement  by and among  Dollar  Financial  Corp.  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., with respect to Dollar Financial  Corp.'s 13.95%
                 Senior Subordinated Notes due 2012(6)
    10.42        Form of Director Indemnification Agreement(9)
    21.1         Subsidiaries of the Registrant(7)
    23.1         Consent of Ernst & Young LLP(8)
    31.1         Certification of Principal  Executive Officer Pursuant to Title
                 17,  Code of Federal  Regulations,  Section  240.13a - 14(a) or
                 Section 240.15d - 14(a).
    31.2         Certification of Principal  Financial Officer Pursuant to Title
                 17,  Code of Federal  Regulations,  Section  240.13a - 14(a) or
                 Section 240.15d - 14(a).
    32.1         Certification of Principal  Executive Officer Pursuant to Title
                 18,  United States Code,  Section 1350, as Adopted  Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002.
    32.2         Certification of Principal  Financial Officer Pursuant to Title
                 18,  United States Code,  Section 1350, as Adopted  Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002.
    99.1         Form of Letter of Transmittal(8)
    99.2         Form of Notice of Guaranteed Delivery(8)
    99.3         Form of Letter to Brokers(8)
    99.4         Form of Letter to Holders and DTC Participants(8)

(1) Incorporated by reference to the Registration Statement on Form S-4 filed by
Dollar Financial Group, Inc. on December 19, 1996 (File No. 333-18221).
(2)  Incorporated by reference to the Annual Report on Form 10-K filed by Dollar
Financial Group, Inc. on September 29, 1997 (File No. 333-18221).
(3)  Incorporated  by  reference to the  Quarterly  Report on Form 10-Q filed by
Dollar Financial Group, Inc. on February 16, 1999 (File No. 333-18221).
(4)  Incorporated  by  reference to the  Quarterly  Report on Form 10-Q filed by
Dollar Financial Group, Inc. on February 14, 2002 (File No. 333- 18221).
(5)  Incorporated by reference to the Annual Report on Form 10-K filed by Dollar
Financial Group, Inc. on October 1, 2002 (File No. 333-18221).
(6) Incorporated by reference to Amendment No. 1 to the  Registration  Statement
on Form S-4 filed by Dollar Financial Group,  Inc. on January 14, 2004 (File No.
333-111473).
(7) Incorporated by reference to Amendment No. 1 to the  Registration  Statement
on Form S-4 filed by Dollar Financial Group, Inc. on September 1, 2004 (File No.
333-117179)
(8) Filed herewith.
(9) Incorporated by reference to Amendment No. 6 to the  Registration  Statement
on Form  S-1  filed  by  Dollar  Financial  Corp.  on July 26,  2004  (File  No.
333-113570).
(10)  Incorporated  by reference to the  Quarterly  Report on Form 10-Q filed by
Dollar Financial Corp. on April 23, 2004 (File No. 333-111473-02).


                                       87
<PAGE>
(b) Reports on Form 8-K

    On April 28, 2004, we filed a Form 8-K attaching a press release dated April
23, 2004 announcing our earnings for the three months ended March 31, 2004.

    On April 28, 2004, we filed a Form 8-K attaching a transcript of an investor
conference call held on April 26, 2004, discussing our operating results for the
three months ended March 31, 2004.






                                       88
<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 15, 2004.


                                   DOLLAR FINANCIAL GROUP, INC.


                                   By:    /s/ DONALD GAYHARDT
                                   ---------------------------------------------
                                              Donald Gayhardt
                                              President



                          DOLLAR FINANCIAL GROUP, INC.

<TABLE>
<S>                             <C>                                                             <C>
             Signature                              Title                                        Date
             ---------                              -----                                        ----


        /s/ JEFFREY A. WEISS            Chairman of the Board of Directors                September 15, 2004
-------------------------------------
          Jeffrey A. Weiss                and Chief Executive Officer
                                         (principal executive officer)


       /s/ DONALD GAYHARDT           President                                            September 15, 2004
-------------------------------------
          Donald Gayhardt            (principal financial and accounting officer)

</TABLE>











SUPPLMENTAL  INFORMATION  TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

    The  registrant  has not sent (1) any  annual  report  to  security  holders
covering the registrant's  last fiscal year or (2) any proxy statement,  form of
proxy or other proxy  soliciting  material  to more than 10 of the  registrant's
security  holders  with  respect  to any  annual or other  meeting  of  security
holders.


                                       89