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, 2000

                                       OR

[    ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934
       For the transition period from _____________ to _____________

                           Commission File Number             333-18221

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

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

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

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

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

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

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO[ ].

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K: [ ]

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



                                       1
<PAGE>




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


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

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



                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest  practicable date. As of September 28,
2000, 100 shares of the  registrant's  common stock,  par value $1.00 per share,
were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

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




                                       2
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                                Table of Contents

                            2000 Report on Form 10-K



<TABLE>
<S>       <C>                                                                                           <C>
                                     PART I

Item 1.   Business..................................................................................     4
Item 2.   Properties................................................................................    19
Item 3.   Legal Proceedings.........................................................................    20
Item 4.   Submission of Matters to a Vote of Security Holders.......................................    20


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.....................    21
Item 6.   Selected Financial Data...................................................................    21
Item 7.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations.................................................................    25
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk................................    34
Item 8.   Financial Statements and Supplementary Data...............................................    35
Item 9.   Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..................................................................    60


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant........................................    60
Item 11.  Executive Compensation....................................................................    62
Item 12.  Security Ownership of Certain Beneficial Owners and Management............................    66
Item 13.  Certain Relationships and Related Transactions............................................    66


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................    69
</TABLE>




                                       3
<PAGE>



Item 1. BUSINESS

General

Dollar Financial  Group,  Inc., a New York corporation (the "Company" or "DFG"),
was  organized  in 1979  under the name  Monetary  Management  Corporation.  The
Company is a consumer  financial  services company  operating the second largest
check cashing store  network in the United  States,  the largest such network in
Canada and the United Kingdom.  The Company provides a diverse range of consumer
financial products and services primarily consisting of check cashing,  consumer
loans, money orders,  money transfers and various other related services.  As of
June 30, 2000,  the Company has a total network of 891 stores in 17 states,  the
District of Columbia,  Canada and the United Kingdom including 546 Company-owned
stores with revenues for the fiscal year ended June 30, 2000 of $165.8  million,
and with earnings before  interest,  income taxes,  depreciation,  amortization,
recapitalization  costs and other non-recurring items, writedown of goodwill and
loss on store closings and sales  ("Adjusted  EBITDA") for the fiscal year ended
June 30, 2000 of $48.4 million.

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

The Company's stores currently operate under the following  locally  established
brand names:  Any Kind Check Cashing  Centers(R),  Cash A Cheque,  Cash Centres,
Check Mart(R), Money Mart(R), The Money Shop and Loan Mart(R). During the fiscal
year 1999, the Company  initiated a rebranding of its North  American  stores to
Money  Mart.  Through  a  relationship  with a bank,  the  Company's  subsidiary
moneymart.com(TM)  originates  short-term consumer loans through 150 independent
agents in eighteen states.

Industry Overview

United States

The check cashing industry in the United States is highly fragmented, consisting
of  approximately  9,500  stores  as of  January  2000,  an  increase  from  the
approximately  1,350 national  listings in 1986 according to an industry survey.
The Company  believes it is one of only seven U.S.  check cashing store networks
that have more than 100 locations,  the remaining being local store networks and
single-unit operators. The Company believes that industry growth has been fueled
by several  demographic  and  socioeconomic  trends,  including a decline in the
number of households  with bank deposit  accounts,  an increase in the number of
low-paying  service  sector  jobs and an overall  increase  in the  lower-income
population.

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

The  increase  in the fees  charged by banks on deposit  accounts  over time has
contributed  to the decline in the number of families  and  individuals  holding
such accounts.  The U.S. Public Interest Research Group has conducted a national
study which shows that, from 1995 to 1999, the annual cost to maintain a regular
checking account grew by 7% to $217 and the average monthly balance requirements
to avoid regular  checking fees was $1,253.  In general,  the findings  indicate
that   banks  have   increased   their   fees   significantly   on  a  real  and
inflation-adjusted basis.

Many  banks  have  elected  over  time  to  close  their  less   profitable   or
lower-traffic  locations.  These closings have tended to occur in  lower-income,
urban and minority neighborhoods.  As banks continue this trend, wage earners in


                                       4
<PAGE>

these lower-income areas will have fewer, if any, convenient  alternatives other
than local check cashing stores to perform basic financial transactions.

Lower-income  individuals  represent a large segment of the U.S.  population.  A
recent U.S.  census survey  revealed that over 37 million U.S.  households  have
income  less than  $30,000 a year.  This  low-wage  population,  from  which the
Company  draws  most of its  customers,  is the  fastest-growing  segment of the
workforce.  As the low-wage  population  continues to grow, the Company believes
that this population will  increasingly  rely on the check cashing  industry and
the financial services that the Company provides as the primary source for their
consumer financial products and services.

Canada

In contrast  to the  domestic  market,  the  Canadian  check  cashing  market is
significantly  more  concentrated,  with the Company's 220 owned and  franchised
stores accounting for 60% of the total number of check cashing stores in Canada.
A 1998 survey  conducted  for the  Company  shows that a  significant  number of
customers choose to patronize the Company's  locations because of the convenient
operating hours, fast and courteous service, and broad product offerings.

United Kingdom

In the United  Kingdom  ("UK"),  check  cashing is a  relatively  new and highly
fragmented  business that  developed  with the passage of the Checks Act in 1992
which prohibits non-financial  institutions from cashing checks (a check cashing
establishment  is  considered  to be a  financial  institution  for  purposes of
compliance with the Checks Act).  Traditionally,  check cashing had been offered
as an "add-on"  service to certain retail  establishments.  Management  believes
that while there are between 700 - 800 listed check cashing locations in the UK,
only 125 - 175 are free-standing  check cashing locations.  A study conducted by
the New Policy Institute stated that 9 million people,  or approximately  25% of
the adult population in the UK are without a bank account.  Additionally, 46% of
households have annual income less than $26,500.

Growth and Consolidation

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

Competitive Strengths

The Company believes that it has the following competitive strengths:

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

                                       5
<PAGE>

High-quality  customer  service.  As  part  of its  retail  and  customer-driven
strategy,  the Company focuses on providing friendly customer service in a clean
and attractive environment.  Operating hours vary by location, but are typically
extended  and  designed  to cater  to those  customers  who,  due to their  work
schedules,  cannot make use of "normal"  banking hours.  As part of its employee
training program, the Company's employees are encouraged and instructed to treat
customers in a friendly and courteous manner,  which management believes results
in repeat business.

Broad  offering of products and services.  Company  stores offer a wide range of
consumer  financial  products and services to meet the demands of their  locale,
including check cashing,  money orders,  money transfers and short-term consumer
loans through its Cash `Til Payday(R) loan program where DFG acts as an agent to
a federally chartered bank to offer unsecured short-term loans. The Company also
offers a variety of ancillary  products,  including  photo ID, lottery  tickets,
electronic tax filing, pagers,  cellular phones,  photocopy and fax services and
pre-paid  telecommunication  products  including local and  long-distance  phone
cards.

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

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

Well-diversified  credit risk.  For the twelve  months ended June 30, 2000,  the
Company  cashed 8.3 million  checks  totaling  $2.8 billion with an average face
value of $334.  The Company  actively  manages  its  customer  risk  profile and
collection efforts in order to maximize check cashing revenues while maintaining
losses within a targeted  range.  Management has instituted  control  mechanisms
that it believes  have been  effective in managing  risk,  including:  (i) check
verification  procedures;  (ii) customer  identification  cards;  (iii) customer
files,  including customer photographs,  addresses,  employment  information and
transaction  history;  (iv) point-of-sale  database systems;  and (v) background
checks,  among  others.  As a result,  management  believes  that the Company is
unlikely to sustain a material  credit loss from a single  transaction or series
of transactions.

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

Strategy

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

Maintaining and instilling a customer-driven retail philosophy.  The Company has
focused on  increasing  its customer  base through a  service-oriented  approach
designed to meet the needs of working,  lower-income individuals and families in
need  of  basic  consumer  financial  services.  The  Company  believes  it  has
differentiated  itself from its competitors by focusing on customer service. The


                                       6
<PAGE>

Company offers extended operating hours in clean, well-lit, and convenient store
locations to enhance appeal and stimulate store traffic.  The Company's research
indicates that, although  approximately 30% of its customers have bank accounts,
its  customers  prefer  immediate  access  to cash  without  waiting  for  check
clearance.  In addition,  the Company  believes that many of its customers  find
great value in their ability to cash a payroll or government check  immediately,
for a fee, at a location  within  close  proximity to their home or workplace at
nearly any time of day. The Company's  surveys have  indicated  that over 90% of
its customers are repeat users of its services.  The surveys also indicated that
the widespread availability of ATM machines does not alter a customer's decision
to "bank" at Company locations.  The Company uses locally targeted  advertising,
including  television  and radio,  to promote  awareness of its products and its
customer  service.  The Company will continue to develop ways to improve service
to its customers.

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

Growing through targeted acquisitions. Acquisitions have played an integral role
in the Company's growth.  Since June 1995, the Company has acquired an aggregate
of over 660  owned or  franchised  stores.  As a result of  increasing  industry
consolidation,  the Company may be required to shift its acquisition strategy to
smaller  check  cashing  store  networks.   Management  will  continue  to  seek
opportunistic  acquisitions of well-managed check cashing store networks located
in areas with favorable  demographics,  including the  southeastern  and western
parts of the United States,  Canada and the United Kingdom as well as profitable
check cashing stores in areas that complement the Company's existing  geographic
markets.

Developing  alternative  retailing  platforms.  In an effort to capitalize  more
fully on the success of its Cash `Til Payday(R)  product,  in September 1997 the
Company began opening stores under the name Loan Mart(R),  which offer primarily
Cash  `Til  Payday(R)  unsecured  short-term  loans  in a  friendly  office-like
environment.  The Company's management believes the Loan Mart stores appeal to a
broader market segment than that which  currently  utilizes the Company's  check
cashing  stores.  The Company  currently  operates 70 Loan Mart(R) stores in the
Seattle,  Fresno,  Tucson,  Salt Lake City,  Las Vegas,  Denver,  Oklahoma City,
Tulsa,  Portland  and  Phoenix  areas  and  may  develop  stores  in  additional
geographic  areas.  Management  believes that, if successful,  a network of Loan
Mart(R) stores will allow the Company to access new customers and  significantly
increase  the  Company's  revenues  and  profitability.  While  there  can be no
assurance that this new format will be successful, management believes that this
and other  platforms  being explored by the Company  complement the strategy and
operations of the existing check cashing stores.

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

Managing  credit risk.  The  Company's  check cashing  service  consists of high
volumes of small  individual  transactions  requiring  credit risk  decisions on
individual checks and customers. During the fiscal year ended June 30, 2000, the
Company  cashed 8.3 million  checks  totaling  $2.8 billion with an average face
amount of $334.  The Company  actively  manages its  customer  risk  profile and
collection efforts in order to maximize check cashing revenues while maintaining
losses within a targeted  range.  Management has instituted  control  mechanisms
that it believes  have been  effective in managing  risk,  including:  (i) check
verification  procedures;  (ii) customer  identification  cards;  (iii) customer
files,  including customer photographs,  addresses,  employment  information and
transaction  history;  (iv) point-of-sale  database systems;  and (v) background
checks,  among  others.  As a result,  management  believes  that the Company is


                                       7
<PAGE>

unlikely to sustain a material  credit loss from a single  transaction or series
of transactions.  The Company has experienced relatively low net write-offs as a
percentage of the face amount of checks  cashed.  For the fiscal year ended June
30, 2000,  net  write-offs  as a percentage of face amount of checks cashed were
0.21%.

While the Company intends to continue to distribute public  assistance  benefits
pursuant to existing  government  contracts,  management  has no plans to expand
this service and expects  revenues  from this  channel as a percentage  of total
revenue to continue to decline in the future.

Customers

Based upon a 1997 consumer survey conducted in several of the Company's  markets
and the  Company's  operating  experience,  the Company  believes  that its core
customer  group is comprised of  individuals  between the ages of 18 and 49. The
majority of these  individuals  rent their home,  are  employed  and have annual
household  incomes  between $10,000 and $35,000 with a median income of $22,500.
Operating  experience  indicates  that  over 90% of the  customers  were  repeat
patrons and that over 50% use the  Company's  services  more than 10 times.  The
Company believes that consumers value attention to customer  service,  and their
choice  of check  cashing  stores  is  influenced  by the  Company's  convenient
locations and extended operating hours.

Based on a customer  survey  performed  for the Company's  Canadian  subsidiary,
Money Mart, in 1998, the Company  believes that the  demographics  of Money Mart
customers are similar to those of the Company's  existing  U.S.  customers.  The
survey  found that  approximately  72% of Money  Mart's  customers  have  annual
incomes  below  $30,000  and 64% are  under the age of 35.  Although  68% of the
surveyed  customers have a bank account,  these consumers  continue to use Money
Mart due to the fast and courteous  service and the stores'  extended  operating
hours. In the UK, a study was recently  conducted stating that 9 million people,
or  approximately  25% of the  adult  population,  in the UK are  without a bank
account. Additionally, 46% of households have annual income less than $26,500.

The Company  believes  that many of its  customers  are  workers or  independent
contractors  who receive payment on an irregular basis and generally in the form
of a check.  The  Company's  core  customer  group  lacks  sufficient  income to
accumulate  assets or to build  savings.  These  customers rely on their current
income to cover immediate  living expenses and cannot afford the delays inherent
in  waiting  for  checks  to  clear  through  the  commercial   banking  system.
Furthermore,  the  Company  believes  that many of its  customers  use its check
cashing  services in order to gain  immediate  access to cash without  having to
maintain  a  minimum  balance  in a  checking  account  and  incur  the  cost of
maintaining a checking account. In addition, although research conducted for the
Company indicates that approximately 40% of its customers do have bank accounts,
these  customers  use check cashing  stores  because they find the locations and
extended  business hours of the Company's  stores more  convenient than those of
banks and value the ability to receive cash  immediately,  without waiting for a
check to clear.

Products and Services

The Company's  Retail Stores Division is responsible for DFG's check cashing and
Loan  Mart(R)  store  networks;  the  Merchant  Services  Division  manages  an
electronic benefits distribution network in New York State.

Retail Stores Division

DFG's check cashing stores provide a broad range of consumer  financial products
and services to its customers at convenient  locations  with extended  operating
hours. Customers typically use DFG's stores to cash checks (payroll, government,
and  personal)  and utilize  one or more of the  additional  financial  services
available at most locations.  In addition,  customers use a variety of ancillary
products,  including Cash 'Til Payday(R) loans,  electronic tax filing,  pagers,
cellular  phones,  ATM  services,   photocopy  and  fax  services  and  pre-paid
telecommunication products including local and long-distance phone cards.



                                       8
<PAGE>



Check Cashing

Customers may cash all types of checks at DFG check cashing locations, including
payroll  checks,  government  checks,  and  personal  checks.  In exchange for a
verified check,  customers receive cash immediately and are not required to wait
several days for the check to clear. Both the customer's  identification and the
validity of the check are verified by multiple sources pursuant to the Company's
standard verification  procedures before any cash is distributed.  Customers are
charged a fee for this service  (typically a small  percentage of the face value
of the check) which varies  depending  upon the type of check cashed and whether
or not the customer has a previous  record of cashing  checks at that  location.
For the  twelve  months  ended  June  30,  2000,  check  cashing  fees  averaged
approximately 3.50% of the face value of checks cashed.

The  following  chart  presents a summary of check  cashing data for the periods
indicated below:

                            CHECK CASHING FEE SUMMARY

<TABLE>
<CAPTION>
                                                                  For the Years Ended June 30,
                                                      -----------------------------------------------------
                                                            1996              1997             1998
                                                      -----------------------------------------------------
<S>                                                      <C>              <C>              <C>
Face amount of checks cashed.......................      $728,123,000     $1,878,587,000   $2,301,861,000
Number of checks cashed............................         3,051,037          6,492,495        7,991,128
Average face amount per check......................           $238.65            $289.35          $288.05
Average fee per check..............................             $6.65              $8.00            $8.80
Average fee as a % of face amount..................              2.79%              2.76%            3.05%
</TABLE>


<TABLE>
<CAPTION>
                                                          For the Years Ended June 30,
                                                      -------------------------------------
                                                            1999               2000
                                                      -------------------------------------
<S>                                                    <C>               <C>
Face amount of checks cashed.......................    $2,319,847,000    $2,784,267,000
Number of checks cashed............................         7,490,406         8,328,176
Average face amount per check......................           $309.71           $334.32
Average fee per check..............................            $10.14            $11.69
Average fee as a % of face amount..................              3.28%             3.50%
</TABLE>




                                       9
<PAGE>



If a check cashed by the Company is not paid for any reason, the full face value
of the check is  recorded  as a loss in the  period  during  which the check was
returned.  The check is then sent to the store for collection and, if it remains
uncollected,  it is then sent to the Company's internal collections  department,
which  contacts the maker and/or payee of each returned check and, if necessary,
commences  legal  action.  During fiscal 2000,  approximately  74.8% of the face
value of checks  returned  during  that year were  ultimately  collected  by the
Company.

The  following  chart  presents  a  summary  of  the  Company's  returned  check
experience for the periods indicated below:
                            RETURNED CHECK EXPERIENCE

<TABLE>
<CAPTION>
                                                                For the Years Ended June 30,
                                                      --------------------------------------------------
                                                            1996              1997            1998
                                                      --------------------------------------------------
<S>                                                    <C>               <C>             <C>
Face amount of returned checks.....................    $3,763,000        $9,618,000      $13,823,000
Collections on returned checks.....................     2,598,000         6,411,000        9,908,000
Net write-offs of returned checks..................     1,165,000         3,207,000        3,915,000
Collections as a percentage of returned checks.....          69.0%             66.7%            71.7%
Net write-offs as a percentage of check
   cashing revenues................................           5.7%              6.2%             5.6%
Net write-offs as a percentage of face amount
   of checks cashed................................          0.16%             0.17%            0.17%
</TABLE>

<TABLE>
<CAPTION>
                                                         For the Years Ended June 30,
                                                      ---------------------------------
                                                           1999             2000
                                                      ---------------------------------
<S>                                                    <C>              <C>
Face amount of returned checks.....................    $16,607,000      $22,866,000
Collections on returned checks.....................     12,505,000       17,097,000
Net write-offs of returned checks..................      4,102,000        5,769,000
Collections as a percentage of returned checks.....           75.3%            74.8%
Net write-offs as a percentage of check
   cashing revenues................................            5.4%             5.9%
Net write-offs as a percentage of face amount
   of checks cashed................................           0.18%            0.21%
</TABLE>




                                       10
<PAGE>




Cash `Til Payday(R) Originations

DFG acts as an agent for a bank offering unsecured short-term loans to customers
with  established  bank accounts and verifiable  employment.  Loans are made for
amounts up to $500,  with terms of 14 or 28 days which can be extended a maximum
of four times.  Under this program,  the Company earns origination and servicing
fees.  The bank  originated  or  extended  approximately  $210  million of loans
through the Company's  locations during the fiscal year ended June 30, 2000. The
Company's agreement with the bank contains a provision which permits the bank to
establish  a reserve  for losses.  The  reserve  results in a  reduction  of the
Company's origination fees.

The Company currently operates 70 stores under the Loan Mart(R) name which offer
primarily  Cash  `Til  Payday(R)  unsecured   short-term  loans.  The  Company's
management  believes  the stores  appeal to a broader  market  segment than that
which currently utilizes the Company's check cashing stores.  Unlike many of the
Company's check cashing customers,  the Company's targeted Loan Mart(R) customer
has, and is required to have, a bank account but experiences temporary shortages
in cash from time to time. By offering  this service on a  stand-alone  basis in
Loan Mart(R) stores, the Company hopes to attract this target customer who might
not otherwise utilize check cashing services. The first Loan Mart(R) stores were
opened in late  September  1997 and since then an additional 65 stores have been
opened. These stores are located in Seattle,  Fresno, Phoenix, Tucson, Salt Lake
City, Denver, Portland, Tulsa, Oklahoma City, and Las Vegas.

Other Services and Product Extensions

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

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

o    Money  Orders--DFG's  check cashing  stores  exchange money orders for cash
     and/or  checks for a minimal  fee,  with an average  fee and face amount of
     $0.83 and $120,  respectively,  for the fiscal  year  ended June 30,  2000.
     Money orders are  typically  used as a means of payment of rent and utility
     bills for  customers  who do not have  checking  accounts.  For the  twelve
     months ended June 30, 2000,  DFG's check cashing stores sold a total of 3.6
     million  money  orders,  generating  total  money  order  revenues  of $3.0
     million.

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  23,000  agents  in more than 130
     countries  throughout  the  world.  DFG  receives a  percentage  of the fee
     charged by Western Union for the transfer as its commission. For the twelve
     months ended June 30, 2000, the Company  performed,  primarily at its check
     cashing stores,  approximately 1.0 million wire transfers  generating total
     wire transfer fees of $7.9 million.





                                       11
<PAGE>



Government Benefits Distribution

In addition to the other consumer financial products and services offered by the
Company,  DFG stores in California provide for the distribution of food coupons.
The  Company  believes  that many state and local  governments  have  elected to
employ  this  method  of  distribution  as a means  of  reducing  administrative
overhead and fraud which is often prevalent when benefits are issued through the
mail.  DFG's  government  contracts  require the Company to provide  continuous,
uninterrupted  operation of a benefits  transfer  system during normal  business
hours in its check cashing  locations.  The Company is paid on a per-transaction
basis  by the  contracting  governmental  agency.  The  initial  terms  of these
contracts  range  from  one to five  years  and,  in  some  cases,  provide  the
government  agencies  the  opportunity  to extend the  contract  for  additional
periods.

A number of state and local  government  agencies  have  initiated  processes to
install  electronic  benefits  transfer  systems  designed  to  disburse  public
assistance  benefits  directly to  individuals  (sometimes  referred to as "EBT"
systems).  The Commonwealth of Pennsylvania  initiated the  implementation of an
EBT system in January 1998 which was fully implemented  during fiscal 1998. As a
result,  all of the Company's  contracts with the  Commonwealth  of Pennsylvania
were  terminated  during fiscal 1998. The Company has not recorded  revenue from
these contracts since fiscal year ended June 30, 1998 for which it recorded $6.8
million.  During the fiscal  year ended June 30,  1998,  the  Company  signed an
agreement with the Commonwealth of Pennsylvania  which provided for a payment of
$2.5 million to compensate the Company for the decline in transactional revenues
during the implementation  period and to offset additional costs incurred by the
Company. The installation of such systems did not have a material adverse effect
on the Company's results of operations or financial condition.

Merchant Services Division

The Company's Merchant Services Division provides support and operating services
for the distribution of public  assistance  benefits through a contract with New
York State. EBT systems equip participating merchants with point-of-sale ("POS")
devices that are on-line with the contracting  agency's recipient database.  DFG
acts as a subcontractor to Citibank,  N.A.  ("Citibank") to maintain and service
Citibank's network of electronic  government benefits  distribution to merchants
throughout the state.

In 1988,  the State of New York began  issuing food stamp  benefits  through its
Electronic  Benefits  Issuance  and Control  System to 330,000  recipients  on a
monthly basis through grocery stores and other merchants in 57 counties  outside
of  New  York  City.   This  package  of  benefits  is   currently   distributed
electronically  through  POS devices  located in  approximately  1,100  grocery,
convenience  and check cashing stores.  These devices are directly  connected to
the state's  welfare  recipient  database and operate in a manner similar to ATM
machines by providing  immediate  verification  when a recipient's  magnetically
encoded card is scanned through the system.

Although  Citibank  provides  the POS  devices to the  merchants,  it has little
direct  follow-up  contact with either the  distribution  points or the benefits
recipients.  DFG operates as a subcontractor  to Citibank and is responsible for
monitoring and  maintaining  the network.  The Company  employs field agents and
administrative personnel headquartered in Albany, New York to train merchants in
the use of Citibank's POS terminals,  monitor merchants for security  compliance
and quality control,  and maintain  accounting  procedures to reconcile  benefit
transactions  at each  site.  The  Company is paid a fixed  monthly  fee for its
services.  The Company's  revenues under this contract were  approximately  $4.8
million,  $4.2 million and $3.9 million for the years ended June 30, 2000,  1999
and 1998, respectively.

The Company's  contract  expiration date with Citibank was December 31, 1998 but
the Company  negotiated an extension to the contract  through June 30, 2000 with
two six-month  extensions  exercisable by the state. The state has exercised the
first  six-month  extension  extending the  Company's  contract with Citibank to
December 31, 2000.  The Company has received  information  from the State of New
York  pertaining  to  a  statewide  implementation  of  EBT  which  contemplates
completion by March 2001. Upon successful  implementation of the EBT program,
the Company's existing contract with Citibank would be terminated.




                                       12
<PAGE>



Store Operations

Locations

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

<TABLE>
<CAPTION>
                                                       June 30,
                                      --------------------------------------------
              Markets                   1996     1997     1998    1999     2000
              -------
                                      --------------------------------------------
<S>                                    <C>      <C>      <C>      <C>      <C>
CALIFORNIA
Southern.........................         27       49       41       41      44
Northern.........................         13       73       77       79      92

PENNSYLVANIA
Philadelphia.....................         20       26       11       10      11
Pittsburgh.......................         11       11       10       10      10

OHIO
Cleveland........................         11       26       24       22      21
Other Ohio cities (1)............          9        8        8        5       7

ARIZONA
Phoenix..........................          8       17       16       25      34
Tucson...........................          0        0        0        0       7

Texas............................         11       28       23        3       3
Michigan.........................         13       12        0        0       0
Virginia.........................         14       14       14       14      15
Washington.......................          9        9       15       15      17
Utah.............................          4        3        3        3       7
MD/DC............................          0        4        4        4       4
New Mexico.......................          3        3        4        4       4
Louisiana........................          0        3        3        3       3
Hawaii...........................          0        3        3        3       3
Wisconsin........................          1        1        1        1       1
Colorado.........................          0        0        0        0       6
Oklahoma.........................          0        0        0        0       8
Oregon...........................          0        0        0        0       2
Nevada...........................          0        0        0        0       1
Franchised locations.............          0        3        3        3       0

UNITED KINGDOM...................          0        0        0       11     107
Franchised locations.............          0        0        0        0     264
CANADA...........................          0       76       86      101     139
Franchised locations.............          0       67       70       80      81
                                      --------------------------------------------
Total Stores.....................        154      436      416      437     891
                                      ============================================
</TABLE>

[FN]
(1)  These other cities include Akron, Canton, Youngstown, and Cincinnati.
</FN>

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



                                       13
<PAGE>



Layout and Facilities

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

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

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

Technology

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

The  Company is  currently  implementing  a  Point-of-Sale  ("POS")  transaction
processing  system  comprised of a networked  hardware and software package with
integrated database and reporting capabilities. Management believes that the POS
system will provide its stores with instantaneous customer information,  thereby
reducing  transaction  time and improving the efficiency of the Company's credit
verification  process.  The POS  system is  expected  to enhance  the  Company's
ability to offer new products and services and to improve its customer  service.
During  fiscal 2000,  the Company  spent $1.4 million to purchase the  necessary
equipment  and  implement  the  POS  system.   Management  expects  to  continue
enhancement of this system during fiscal 2001.

Security

All check cashing operations are exposed to two major classes of theft:  robbery
and internal theft. DFG management has implemented  extensive  security systems,
dedicated  security personnel and management  information  systems which address
both areas of potential loss. Management believes that its systems are among the
most effective in the industry.  Total net security losses represented less than
0.9% of both  total  revenues  and face  value of checks  cashed  for the twelve
months ended June 30, 2000.

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




                                       14
<PAGE>



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

Advertising and Marketing

The Company is continually  surveying and  researching  its customer  trends and
purchasing  patterns in order to place the most effective  advertising  for each
market. The Company's  corporate  marketing  department's  promotions  typically
include  point-of-sale  materials,  advertising  support,  and  store  personnel
instructions on the use of the materials.  The Company also arranges cooperative
advertising  for its  products  and  services.  For  example,  the Company  does
cooperative  advertising  with Western  Union.  Store managers are also provided
with local store  marketing  training  that sets  standards for  promotions  and
marketing  their  store on a local  level.  A national  yellow  page  company is
utilized to place all yellow page  advertising as effectively and prominently as
possible. The Company does research into directory selection to assure effective
communication to its target customers.

Competition

The check cashing  industry in the United States is highly  competitive and will
become  even  more so as the  industry  consolidates.  An  industry  survey  has
reported that as of January 2000, a total of  approximately  9,500 check cashing
stores were operating in the United States.

DFG, with 891 stores,  is the second  largest check cashing store network in the
United States and the largest such network in Canada and the United Kingdom. ACE
Cash  Express,  Inc.  operates the largest  check  cashing  store network in the
United  States,  operating  1,072  stores  in 32  states  as of June  30,  2000.
According to the industry survey, the seven largest chains control less than 20%
of the total stores,  which reflects the fragmented  nature of the check cashing
industry.

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

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

Regulation

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

The Company acts as an agent for a bank offering unsecured short-term loans. The
bank is subject to federal and state banking  regulations.  Legislation has been
introduced  at the  federal  level that could  affect the  Company's  ability to
generate  origination  fees as an agent  for the  bank as well as the  Company's
ability to offer the Cash `Til  Payday(R)  product.  While the Company  does not
believe that the legislation will be passed, if enacted the Company would not be
able to offer the short-term loan product as currently structured.

                                       15
<PAGE>

The Department of the Treasury issued a final rule concerning the application of
the Bank Secrecy Act ("BSA") to those  non-bank  financial  institutions  called
"money  servicer  businesses"  ("MSB's").  The rule  generally  applies  to five
classes of financial businesses. These types of businesses include check cashers
and  sellers of money  orders.  Registration  of MSB's is  required by the Money
Laundering Suppression Act of 1994. Under the final rule, MSB's must register by
December 31, 2001 and renew every two years thereafter.  In addition, MSB's must
maintain a list of their agents and update the list annually with the list being
prepared by January 1, 2002 and made available for examination.

State Regulation

To date, the  regulation of check cashing fees has been  restricted to the state
level.  The  Company is  currently  subject  to fee  regulation  in six  states,
Pennsylvania,  Ohio, California, Hawaii, Arizona, Maryland (effective October 1,
2000) and the  District  of Columbia  where  regulations  set  maximum  fees for
various types of checks in an attempt to prevent usurious pricing practices. The
Company's fees comply with all state regulations.

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

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

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

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

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

Pennsylvania:          Maximum of 2.5% for government checks, 3.0% for payroll checks and 10.0% for
                       personal checks.  Ceiling fees set in 1998.

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

Maryland (1):          Maximum of 2.0% fee for government checks or $5.00 whichever is greater,
                       4.0% fee for payroll checks or $5.00 whichever is greater, 10.0% fee for
                       personal checks.  Permits for one-time $5.00 membership fee.
</TABLE>
[FN]
(1)  Effective October 1, 2000.
</FN>

The Company  operates a total of 139 stores in California  and  Maryland.  These
states are among those that have so-called "prompt  remittance"  statutes.  Such
statutes  specify a maximum  time for the payment of  proceeds  from the sale of
money orders to the issuer of such money orders  thereby  limiting the number of
days or  "float"  which the  Company  has use of the money from the sale of such
money orders. See "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations--Liquidity and Capital Resources."

In addition, certain states, including California, Ohio, Arizona,  Pennsylvania,
Wisconsin and the District of Columbia,  have enacted licensing requirements for
check cashing  stores.  Other states,  including  Ohio,  require the conspicuous


                                       16
<PAGE>

posting of the fees charged by each store. A number of states,  including  Ohio,
also have imposed recordkeeping  requirements while others require check cashing
stores to file fee schedules with the state.

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

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

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

Federal Regulation

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

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

In the United  Kingdom,  the Office of Fair Trading  ("OFT") is responsible  for
regulating competition policy and consumer protection.  To date, the OFT has not
enacted any regulations specific to the industry.

Proprietary Rights

The Company has the rights to a variety of service marks relating to products or
services  it provides in its stores.  In  addition,  the Company has  trademarks
relating to the various  names under which the  Company's  stores  operate.  The
Company  does not  believe  that any of its  service  marks  or  trademarks  are
material to its business.

Insurance Coverage

The Company  maintains  insurance  coverage against losses,  including theft, to
protect  its  earnings  and  properties.  In  addition,  the  Company  maintains
insurance  coverage  against  criminal  acts,  which  coverage has a $25,000 per
occurrence deductible.

Employees

As of June 30, 2000, the Company employed 2,912 persons worldwide, comprised of:
(i) 266 persons  employed in the Company's  accounting,  management  information
systems,   legal,   human  resources,   treasury,   finance  and  administrative
departments  including  Canada and the UK;  (ii) 2,614  persons  employed by the
Retail Stores Division, including tellers, store managers, regional supervisors,


                                       17
<PAGE>

operations  directors,  and  administrative  personnel;  and  (iii)  32  persons
employed by the Merchant  Services Division who oversee  operations,  coordinate
the activities of field personnel and manage the benefits distribution system in
New York State.

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

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

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



                                       18
<PAGE>



Item 2. PROPERTIES

The Company leases all store  premises,  which typically have initial terms of 5
to 20 years and  contain  provisions  for  renewal  options;  additional  rental
charges  based on  revenue,  and  payment of real  estate  taxes and common area
charges.  With respect to leased stores open as of June 30, 2000,  the following
table shows the number of store leases  expiring  during the periods  indicated,
assuming the exercise of the Company's renewal options:

<TABLE>
<CAPTION>
    Period Ending            Number of
      June 30,            Leases Expiring
      ---------           ---------------
<S>    <C>                      <C>
        2001                      63
        2002 - 2005              249
        2006 - 2010              160
        2011 - 2015               70
        2016 - 2020                4
                               ------
                                 546
</TABLE>






                                       19
<PAGE>



Item 3. LEGAL PROCEEDINGS

On December 28,  1999,  the Company  entered  into a  settlement  of a purported
class-action  lawsuit which had been  commenced in February 1999. The plaintiff,
who  represents  "payday  loan"  borrowers for purposes of the  settlement,  had
alleged  violations of state and federal usury and  consumer-protection  laws by
Eagle  National  Bank (the  lender in the  plaintiff's  loan  transaction),  the
Company and others.  In entering into the settlement,  the Company  specifically
denied any  wrongdoing.  The terms of the settlement set a maximum payout to the
settlement class of $5.5 million.  The settlement was preliminarily  approved by
the court on August 10, 2000 and is  awaiting  final  court  approval,  on which
management  expects a ruling in  October  2000.  During  the year ended June 30,
2000, the Company  recorded its best  estimate,  based on the  information  then
available,  of the costs of the settlement and of legal and administrative costs
associated  with the  settlement.  The  amount of the  provision  is  subject to
revision,  and it is possible that the final cost of the settlement could differ
materially from the amount currently provided.

In May 2000, the Company  entered into a Stipulation of Settlement in the matter
of Adrian Rubin v. Monetary  Management  Corp.,  et al. Pursuant to the terms of
the Stipulation,  the parties have agreed to release each other from any and all
claims  stemming  from the lawsuit filed in May 1996.  The Company  reversed the
amount of accrual  that was in excess of the  settlement  amount  paid to Adrian
Rubin.

The net effect of these items is immaterial and is included in  recapitalization
costs and other non recurring items.

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

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

None.





                                       20
<PAGE>



                                     PART II

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

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

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

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

Item 6. SELECTED FINANCIAL DATA

The selected consolidated  historical financial information below should be read
in conjunction with the consolidated  financial statements and notes thereto and
the information  contained in "Item 7 - Management's  Discussion and Analysis of
Financial  Condition  and  Results of  Operations"  included  elsewhere  in this
report.  The balance sheet and statement of operations data of the Company as of
and for the years  ended  June 30,  1996,  1997,  1998,  1999 and 2000 have been
derived from historical consolidated financial statements of the Company.




                                       21
<PAGE>





<TABLE>
<CAPTION>
                                                                         Year ended June 30,
                                        ---------------------------------------------------------------------------------------
                                             1996 (1)          1997 (2)           1998          1999(3), (4)       2000(5)
                                        ---------------------------------------------------------------------------------------
                                                          (dollars in thousands, except check cashing data)
<S>                                       <C>               <C>             <C>               <C>                     <C>
Statement of Operations Data:
Revenues:
   Revenues from check cashing........     $      20,290     $       51,928   $       70,306   $        76,304   $       97,350
   Revenues from government services..            15,936             16,141           14,311             6,753            6,375
   Revenues from Cash 'Til Payday(R)
      origination fees................               539              1,471            7,448            18,559           34,787
   Other revenues.....................             5,665             13,472           19,120            19,363           27,241
                                        ---------------------------------------------------------------------------------------
Total revenues........................            42,430             83,012          111,185           120,979          165,753

Store and regional expenses:
   Salaries and benefits..............            13,975             26,817           33,670            35,329           47,058
   Occupancy..........................             4,031              7,951            9,656             9,609           12,800
   Depreciation.......................               893              1,446            2,018             2,227            4,683
   Other..............................            11,709             20,452           24,002            23,764           36,503
                                        ---------------------------------------------------------------------------------------
Total store and regional expenses.....            30,608             56,666           69,346            70,929          101,044

Corporate expenses....................             5,360              8,175           12,462            13,648           20,864
Loss on store closings and sales......             4,501                381               45               103              249
Goodwill amortization.................             1,167              2,792            3,624             4,686            5,564
Other depreciation and amortization...               691              1,113            1,152             1,020            1,620
Interest expense......................             3,385             10,007           12,945            16,401           17,491
Recapitalization costs and other
   non-recurring items................                 -                  -                -            12,575            1,478
Writedown of goodwill.................                 -                  -           12,870                 -                -
                                        ---------------------------------------------------------------------------------------
(Loss) income before income taxes and
   extraordinary item.................            (3,282)             3,878           (1,259)            1,617           17,443
Income tax (benefit) provision .......            (1,214)             2,425            5,538             3,881           12,043
                                        ---------------------------------------------------------------------------------------
(Loss) income before extraordinary item           (2,068)             1,453           (6,797)           (2,264)           5,400
Extraordinary loss on debt
   extinguishment (net of income tax
   benefit of $1,042 and $45).........                 -             (2,023)               -               (85)               -
                                        ---------------------------------------------------------------------------------------
Net (loss) income ....................     $      (2,068)    $         (570)  $       (6,797)   $       (2,349)  $        5,400
                                        =======================================================================================

Operating and Other Data:
Adjusted EBITDA (6)...................     $       7,355     $       19,724   $       31,526    $       38,619   $       48,405
Adjusted EBITDA margin (6)............              17.3%              23.8%            28.4%             31.9%            29.2%
Net cash provided by (used in):
   Operating activities...............             3,669              9,319           18,003            15,951           16,792
   Investing activities...............            (8,146)           (75,674)          (4,237)          (23,471)         (44,526)
   Financing activities...............             7,244             99,120          (12,699)           18,269           35,306
Stores in operation at end of period..               154                436              416               437              891

Check Cashing Data:
Face amount of checks cashed..........     $ 728,123,000     $1,878,587,000   $2,301,861,000    $2,319,847,000   $2,784,267,000
Number of checks cashed...............         3,051,037          6,492,495        7,991,128         7,490,406        8,328,176
Average face amount per check cashed..           $238.65            $289.35          $288.05           $309.71          $334.32
Average fee per check.................             $6.65              $8.00            $8.80            $10.14           $11.69
Average fee as a % of face amount.....             2.79%              2.76%             3.05%             3.28%            3.50%

Balance Sheet Data (at end of period):
Cash..................................     $      22,545     $       55,205   $       55,501    $       65,782   $       73,288
Total assets..........................            67,444            185,988          165,850           203,709          259,714
Total indebtedness....................            42,530            124,991          112,675           142,166          179,146
Shareholder's equity..................            13,707             38,560           29,454            36,334           39,595
</TABLE>



                                       22
<PAGE>



[FN]
(1)  On September 18, 1995, the Company  purchased all of the outstanding  stock
     or certain  assets of several  entities  which  operated  19 check  cashing
     stores in California,  Arizona,  Ohio, and Wisconsin and operated under the
     name "Chex$Cashed."  Total consideration for the purchase was $7.4 million,
     which was funded through  borrowings  under the Company's  existing  credit
     facility. Approximately $6.7 million, the excess of the purchase price over
     the fair market value of identifiable net assets, was recorded as goodwill.
(2)  On August 8, 1996,  the Company  purchased  all of the  outstanding  common
     stock of Any Kind  Check  Cashing  Centers,  Inc.  and all the  partnership
     interests  in  U.S.  Check  Exchange  Limited  Partnership  which  together
     operated  63 check  cashing  stores in seven  states  and the  District  of
     Columbia.  Total consideration for the purchase was $31.0 million, of which
     $2.0  million  was in the form of  Holdings'  common  stock,  plus  initial
     working  capital of  approximately  $6.0 million.  On August 28, 1996,  the
     Company  acquired the assets  associated  with the operations of "ABC Check
     Cashing" which operated 15 check cashing centers within the Cleveland, Ohio
     area for $6.0 million in cash. On November 15, 1996, the Company  purchased
     all of the  outstanding  common stock of National  Money Mart,  Inc.  which
     owned and operated 36 check cashing stores and franchised 107 check cashing
     stores,  all of which  operate in Canada under the name "Money Mart." Total
     consideration  for the purchase was $17.7 million,  of which  approximately
     $500,000 was in the form of Holdings'  common stock,  plus initial  working
     capital of  approximately  $900,000.  On  November  15,  1996,  the Company
     acquired the assets  associated  with the operations of  Cash-N-Dash  Check
     Cashing, Inc. which operated 32 check cashing stores in northern California
     under the name "Cash-N-Dash." Total consideration for the purchase was $7.3
     million.  On November 21, 1996, the Company  purchased all the  outstanding
     stock of C&C Check Cashing,  Inc. which operated 22 check cashing stores in
     northern California under the name "C&C Check Cashing." Total consideration
     for  the  purchase  was  $3.8  million  plus  initial  working  capital  of
     approximately $500,000. On April 18, 1997, the Company purchased all of the
     outstanding common stock of Canadian Capital  Corporation which operated 43
     check cashing stores in Canada under a franchise agreement with Money Mart.
     Total consideration for the purchase was $13.3 million plus initial working
     capital of approximately $1.8 million.  Each of the acquisitions  described
     above  was  accounted  for  under  the  purchase   method  of   accounting.
     Approximately  $74.3 million,  the acquisition  costs in excess of the fair
     market  values of the net assets  acquired,  was recorded as goodwill.  The
     acquisitions  were funded through  borrowings,  issuance of Holdings Common
     Stock and revenue-based  earn-outs  totaling $1.1 million which are payable
     over a period of up to four years with  $600,000  paid out through June 30,
     2000.
(3)  On November 13, 1998, Holdings entered into an agreement and plan of merger
     (the "Merger  Agreement") with DFG  Acquisition,  Inc.,  ("Acquisition")  a
     Delaware  corporation,  controlled  by Green Equity  Investors  II, L.P., a
     Delaware  limited  partnership  ("GEI II") and the stockholders of Holdings
     party  thereto,  providing  for the  merger  of  Acquisition  with and into
     Holdings,  with  Holdings  as the  surviving  corporation  (the  "Merger").
     Holdings and  Acquisition  consummated the Merger on December 18, 1998, and
     in the  Merger,  the senior  members of  management  of  Holdings  retained
     substantially all of their stock in the surviving corporation and the other
     stockholders  received  cash in exchange for their shares of Holdings.  The
     Merger was accounted for as a recapitalization of Holdings.
(4)  On February 10, 1999, the Company acquired all of the outstanding shares of
     Instant Cash Loans  Limited  ("ICL")  which  operated  eleven stores in the
     United Kingdom.  The initial  purchase price for this  acquisition was $9.4
     million plus initial working capital of approximately  $2.0 million and was
     funded with the issuance of the Company's 10 7/8% Senior Subordinated Notes
     Due 2006. On February 17, 1999,  National Money Mart Company,  a subsidiary
     of the Company,  acquired the remaining 86.5%  partnership  interest in its
     Calgary Money Mart Partnership ("Calgary").  Calgary operated six stores in
     Alberta, Canada. The aggregate purchase price for this acquisition was $5.6
     million and was funded with the  issuance of the  Company's  10 7/8% Senior
     Subordinated Notes Due 2006.
(5)  On July 7, 1999, the Company acquired all of the outstanding shares of Cash
     A Cheque Holdings Great Britain Limited ("CAC"),  which operated 44 company
     owned stores in the United  Kingdom.  The initial  purchase  price for this
     acquisition  was $12.5 million and was funded through excess internal cash,
     the Company's  revolving  credit  facility and the Company's 10 7/8% Senior
     Subordinated Notes Due 2006. The excess of the purchase price over the fair
     value of the identifiable net assets acquired was $8.2 million.  Additional
     consideration  of $10.0 million was  subsequently  recorded based under the
     profit-based earn-out agreement. On November 18, 1999, the Company acquired
     all of the outstanding  shares of Cheques R Us, Inc.  ("CRU") and Courtenay
     Money  Mart Ltd.  ("Courtenay"),  which  operated  six  stores  in  British
     Columbia.  The  aggregate  purchase  price  for this  acquisition  was $1.2
     million and was funded  through  excess  internal  cash.  The excess of the
     purchase price over the fair value of identifiable  net assets acquired was
     $1.1  million.  On  December  15,  1999,  the Company  acquired  all of the
     outstanding  shares of Cash  Centres  Corporation  Limited  ("CCL"),  which
     operated  five  company  owned  stores  and 238  franchises  in the  United
     Kingdom. The aggregate purchase price for this acquisition was $8.4 million
     and was funded through the Company's revolving credit facility.  The excess
     of the  purchase  price  over the fair  value of  identifiable  net  assets
     acquired was $7.7 million.  The agreement also includes a maximum potential
     contingent payment to the sellers of $2.7 million based on future levels of
     profitability.  On February 10, 2000, the Company acquired primarily all of
     the  assets  of  CheckStop,  Inc.  ("CheckStop"),  which is a  payday  loan
     business  operating  through  150  independent  agents  in 17  states.  The
     aggregate  purchase  price for this  acquisition  was $2.6  million and was
     funded through the Company's revolving


                                       23
<PAGE>

     credit  facility.  The excess of the purchase  price over the fair value of
     identifiable  net assets  acquired was $2.4  million.  The  agreement  also
     includes a maximum potential  contingent payment to the sellers of $350,000
     based upon future results of operations.
(6)  Adjusted EBITDA is earnings before  interest,  income taxes,  depreciation,
     amortization,   recapitalization   costs  and  other  non-recurring  items,
     writedown of goodwill and loss on store closings and sales. Adjusted EBITDA
     does not represent cash flows as defined by accounting principles generally
     accepted in the United States and does not  necessarily  indicate that cash
     flows are  sufficient  to fund all of the  Company's  cash needs.  Adjusted
     EBITDA  should not be  considered  in isolation or as a substitute  for net
     income (loss), cash flows from operating  activities,  or other measures of
     liquidity  determined in accordance  with accounting  principles  generally
     accepted  in the United  States.  The  Adjusted  EBITDA  margin  represents
     Adjusted EBITDA as a percentage of revenues. Management believes that these
     ratios should be reviewed by prospective investors because the Company uses
     them as one means of  analyzing  its  ability to  service  its debt and the
     Company  understands that they are used by certain investors as one measure
     of a company's  historical  ability to service its debt.  Not all companies
     calculate  EBITDA  in the  same  fashion  and  therefore  these  ratios  as
     presented may not be comparable to other similarly titled measures of other
     companies.
</FN>



                                       24
<PAGE>



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

The Company has historically derived its revenues primarily from providing check
cashing services and other consumer  financial  products and services  including
money orders,  money  transfers,  consumer loans and bill payment.  In addition,
certain  Company  stores  provide  for the  distribution  of  public  assistance
benefits and food  coupons.  For the years ended June 30,  1998,  1999 and 2000,
check cashing  revenues as a percentage of total  revenues  approximated  63.2%,
63.1%, and 58.7%, respectively.

The check cashing  industry in the United States is highly  fragmented,  and has
experienced   considerable   growth  as  store  locations  have  increased  from
approximately  1,350 in 1986 to  approximately  9,500 as of  January  2000.  The
Company  believes it is one of only seven  domestic check cashing store networks
with more than 100  locations.  The industry is comprised of mostly local chains
and single-unit  operators.  The Company  believes that industry growth has been
fueled by several demographic and socioeconomic  trends,  including a decline in
the number of households with bank deposit  accounts,  an increase in low-paying
service sector jobs and an overall increase in the lower-income population.

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

<TABLE>
<CAPTION>
                                              Number of Stores
                  Company                                         Month Acquired           Purchase Price
-------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>                      <C>
Instant Cash Loans Limited................          11           February 1999            $    9.4 million
Calgary Money Mart Partnership............           6           February 1999            $    5.6 million
Cash A Cheque Holdings Great Britain
     Limited..............................          44           July 1999                $   22.5 million
Cheques R Us, Inc.........................           6           November 1999            $    1.2 million
Cash Centres Corporation Limited..........         243 (1)       December 1999            $    8.4 million
CheckStop, Inc............................         N/A (2)       February 2000            $    2.7 million
</TABLE>

[FN]
(1)      Includes 238 franchised stores.
(2)      Operates through 150 independent agents.
</FN>

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  solely  reflects  the  historical   results  of  the  Company.   The
aforementioned  purchase  price for Instant Cash Loans Limited  ("ICL") does not
include   initial   working   capital  of   approximately   $2.0  million.   The
aforementioned  purchase price for Cash A Cheque  Holdings Great Britain Limited
("CAC") includes an additional  amount due to the sellers of $10.0 million based
under a profit-based earn-out agreement.  The aforementioned purchase prices for
Cash Centres  Corporation  Limited  ("CCL") and  CheckStop,  Inc.  ("CheckStop")
exclude  potential  contingent  payments  to the  sellers  of $2.7  million  and
$350,000,  respectively,  based on future profitability.  Any amounts paid under
the earn-out  contingencies will be recorded as additional  consideration of the
acquisition when the contingency is resolved.




                                       25
<PAGE>



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

On November 13,  1998,  Holdings,  entered into an agreement  and plan of merger
(the "Merger Agreement") with DFG Acquisition, Inc., ("Acquisition"),  an entity
controlled by Green Equity  Investors II, L.P., and the stockholders of Holdings
party thereto,  providing for the merger of Acquisition  with and into Holdings,
with  Holdings  as  the  surviving  corporation  (the  "Merger").  Holdings  and
Acquisition  consummated the Merger on December 18, 1998, and in the Merger, the
senior  members of management of Holdings  retained  substantially  all of their
stock in the surviving  corporation and the other stockholders  received cash in
exchange for their shares of Holdings.  Prior to the Merger between Holdings and
Acquisition, management of the Company exercised their options in Holdings which
were converted into equivalent amounts of stock. The Merger was accounted for as
a  recapitalization  of Holdings.  Recapitalization  costs consist  primarily of
non-cash  charges of $9.9 million and $133,000 for the years ended June 30, 1999
and 2000,  respectively,  relating  to the  exercise  of  Holdings'  options  by
management and other  compensation  received by the chief executive  officer for
services rendered in connection with the recapitalization of Holdings.

The  management  (other than the  employment of Donald F.  Gayhardt,  Jr. as the
President),  Board of  Directors  and equity  ownership  of the  Company did not
change in the Merger and Holdings  continues  to own one hundred  percent of the
voting securities of the Company.

In connection  with the Merger,  Holdings,  the Company and Jeffrey  Weiss,  the
current  chief  executive  officer of Holdings and the Company,  entered into an
employment agreement,  dated November 13, 1998, effective  concurrently with the
consummation  of the Merger,  pursuant to which  Jeffrey  Weiss will continue to
serve as the chief executive  officer of Holdings and the Company.  In addition,
the Company,  Holdings and Donald F. Gayhardt,  Jr.,  entered into an employment
agreement,  dated December 18, 1998,  pursuant to which Donald F. Gayhardt,  Jr.
will serve as the President of Holdings and the Company. Donald F. Gayhardt, Jr.
formerly served as the executive vice president and chief  financial  officer of
the Company from 1992 to 1997.

The  Company's  revenues  from  government  services  as a  percentage  of total
revenues  decreased  for the years  ended June 30,  1999 and 2000.  The  Company
expects that its revenues from the  distribution of public  assistance  benefits
will  continue  to decline  due to a number of  factors,  including  a continued
reduction in the number of  recipients  eligible for benefits.  Additionally,  a
number of state and local  governmental  agencies  have  initiated  processes to
install  electronic  benefits  transfer  systems  designed  to  disburse  public
assistance  benefits  directly to  individuals  (sometimes  referred to as "EBT"
systems).  The  Commonwealth of Pennsylvania  initiated an EBT system in January
1998 which was fully  implemented  during fiscal 1998.  As a result,  all of the
Company's contracts with the Commonwealth of Pennsylvania were terminated during
fiscal 1998.  The Company has not recorded  revenue from these  contracts  since
fiscal  year June 30,  1998 for which these  contracts  contributed  6% of total
revenues.  The  installation  of such  systems  did not have a material  adverse
effect on the  Company's  results of  operations  or  financial  condition.  See
"Government Benefits Distribution" on page 12.



                                       26
<PAGE>




Results of Operations

The  following  table  sets  forth the  Company's  results  of  operations  as a
percentage of revenues for the indicated periods:
<TABLE>
<CAPTION>
                                                                                Year ended June 30,
                                                                           ----------------------------
                                                                             1998     1999     2000
                                                                           ----------------------------
<S>                                                                        <C>      <C>      <C>
Statement of Operations Data:
Revenues:
    Revenues from check cashing...........................................   63.2%    63.1%    58.7%
    Revenues from government services.....................................   12.9      5.6      3.8
    Revenues from Cash 'Til Payday(R) origination fees....................    6.7     15.3     21.0
    Other revenues........................................................   17.2     16.0     16.5
                                                                           ----------------------------
Total revenues............................................................  100.0    100.0    100.0

Store and regional expenses:
    Salaries and benefits.................................................   30.3     29.2     28.4
    Occupancy.............................................................    8.7      7.9      7.7
    Depreciation..........................................................    1.8      1.8      2.8
    Other.................................................................   21.6     19.6     22.0
                                                                           ----------------------------
Total store and regional expenses.........................................   62.4     58.5     60.9

Corporate expenses........................................................   11.2     11.3     12.6
Loss on store closings and sales..........................................    -        0.1      0.2
Goodwill amortization.....................................................    3.3      3.9      3.3
Other depreciation and amortization.......................................    1.0      0.8      1.0
Interest expense..........................................................   11.6     13.6     10.5
Recapitalization costs and other non-recurring items......................    -       10.4      0.9
Writedown of goodwill.....................................................   11.6      -        -
                                                                           ----------------------------
(Loss) income before income taxes and extraordinary item..................   (1.1)     1.4     10.6
Income tax provision .....................................................    5.0      3.2      7.3
                                                                           ----------------------------
(Loss) income before extraordinary item...................................   (6.1)    (1.8)     3.3
Extraordinary loss on debt extinguishment (net of income tax benefit).....    -       (0.1)     -
                                                                           ----------------------------
Net (loss) income.........................................................   (6.1)%   (1.9)%    3.3%
                                                                           ============================
</TABLE>



                                       27
<PAGE>



Year Ended June 30, 2000 Compared to the Year Ended June 30, 1999

Total  revenues were $165.8 million for the year ended June 30, 2000 as compared
to $121.0  million  for the year  ended  June 30,  1999,  an  increase  of $44.8
million,  or 37.0%. Of this increase,  $18.5 million resulted from the inclusion
of the results of  operations  of the  entities  acquired  during  fiscal  2000,
(collectively  referred  to  hereafter  as  the  "Acquisitions").  In  addition,
revenues  increased $4.8 million from new store openings during fiscal 2000. For
stores that were opened and owned by the Company  during the entire  period from
July 1, 1998 through June 30, 2000,  revenues  increased by 13.5%. This increase
resulted  from an  increase  in Cash  `Til  Payday(R)  revenues  of 52.3% and an
increase in revenues from check cashing of 4.5%, offset in part by a decrease in
revenues from government  services of 36.8%. The increase in Cash `Til Payday(R)
revenues  resulted  primarily from  improvements in product  design.  Government
services  revenues  accounted for 3.8% of total revenues for the year ended June
30,  2000,  a decrease  from 5.6% of total  revenues for the year ended June 30,
1999. The decrease in revenues from government  services resulted primarily from
the reduction in the number of individuals  receiving  benefits under government
programs  and due to the  implementation  of EBT  systems.  As state  and  local
government  agencies  implement  EBT systems,  the Company  expects a continuing
decline in the Company's government services revenue.

Store and regional expenses were $101.0 million for the year ended June 30, 2000
as compared to $70.9  million for the year ended June 30,  1999,  an increase of
$30.1 million,  or 42.5%. The Acquisitions  resulted in an increase in store and
regional  expenses of $11.6  million and new store  openings  accounted for $7.9
million.  Also,  accounting for the increase in store and regional expenses were
acquisitions  during fiscal year 1999 which  incurred a full year of expenses in
fiscal  year 2000.  Store and  regional  expenses  as a  percentage  of revenues
increased  from 58.5% in the year ended June 30, 1999 to 60.9% in the year ended
June 30, 2000 due to increased start-up costs associated with new store openings
during the year ended June 30, 2000.

Salaries  and  benefits  were $47.1  million for the year ended June 30, 2000 as
compared to $35.3 million for the year ended June 30, 1999, an increase of $11.8
million,  or 33.4%. The  Acquisitions  accounted for an increase in salaries and
benefits of $4.2  million and new store  openings  accounted  for $2.9  million.
Salaries and benefits expenses as a percentage of revenues  decreased from 29.2%
for the year ended June 30, 1999 to 28.4% for the year ended June 30, 2000, as a
result of  increases  in  revenues  from the Cash  `Til  Payday(R)  program  and
revenues from check cashing.

Occupancy expense was $12.8 million for the year ended June 30, 2000 as compared
to $9.6 million for the year ended June 30, 1999,  an increase of $3.2  million,
or 33.3%.  The  Acquisitions  accounted  for an  increase  of $1.2  million.  In
addition,  occupancy  expenses  increased  $1.4 million from new store  openings
during the year ended  June 30,  2000.  Occupancy  expense  as a  percentage  of
revenues  decreased  from 7.9% for the year ended June 30,  1999 to 7.7% for the
year ended June 30, 2000, due to an increase in same store revenues.

Depreciation  expense  was $4.7  million  for the year  ended  June 30,  2000 as
compared  to $2.2  million  for the year ended June 30, 1999 an increase of $2.5
million,  or 113.6%. The Acquisitions  accounted for an increase of $1.1 million
and new  store  openings  accounted  for  $600,000.  Depreciation  expense  as a
percentage  of revenues  increased to 2.8% for the year ended June 30, 2000 from
1.8% for the year ended June 30, 1999.

Other store and regional expenses were $36.5 million for the year ended June 30,
2000 as compared to $23.8  million for the year ended June 30, 1999, an increase
of $12.7 million,  or 53.4%. The  Acquisitions and new store openings  accounted
for an increase in other store and  regional  expenses of $5.1  million and $3.0
million respectively. Other store and regional expenses consist of bank charges,
armored security costs, net returned checks, cash shortages, cost of goods sold,
insurance, advertising and other costs incurred by the stores.

Corporate  expenses  were $20.9  million  for the year  ended  June 30,  2000 as
compared to $13.6  million for the year ended June 30, 1999, an increase of $7.3
million,  or 53.7%. This increase  resulted from the additional  corporate costs
associated  with the  Acquisitions  and new store  openings  during fiscal 2000.
Corporate expenses as a percentage of revenues increased from 11.3% for the year
ended June 30, 1999 to 12.6% for the year ended June 30, 2000.

                                       28
<PAGE>

Goodwill  amortization  was $5.6  million  for the year ended  June 30,  2000 as
compared  to $4.7  million  for the year ended June 30,  1999,  an  increase  of
$900,000,  or 19.1%.  This  increase was mainly due to the  amortization  of the
goodwill associated with Acquisitions during the year ended June 30, 2000.

Other  depreciation  and  amortization  expenses  were $1.6 million for the year
ended June 30,  2000 as  compared  to $1.0  million  for the year ended June 30,
1999,  an  increase  of $600,000  or 60%.  Of this  increase,  the  Acquisitions
accounted for $100,000.  Other  depreciation and amortization as a percentage of
revenues  increased  to 1.0% for the year ended  June 30,  2000 from .8% for the
year ended June 30, 1999.

Interest  expense was $17.5 million for the year ended June 30, 2000 as compared
to $16.4  million for the year ended June 30, 1999, an increase of $1.1 million,
or 6.7%. This increase was primarily  attributable to the increase of borrowings
under  the  Company's  credit  facilities  to fund  acquisitions,  purchases  of
property and equipment related to existing stores,  recently acquired stores and
investments  in  technology  and the  increase  in the  borrowing  rates  of the
Company's revolving credit facilities.

Recapitalization  costs and other  non-recurring items were $1.5 million for the
year ended June 30, 2000 as  compared  to $12.6  million for the year ended June
30, 1999, a decrease of $11.1 million or 88.1%. Recapitalization costs and other
non-recurring  items for the year ended June 30, 1999  consists  primarily  of a
non-cash charge of $9.9 million relating to the exercise of Holdings' options by
management and other  compensation  received by the chief executive  officer for
services rendered in connection with the  recapitalization of Holdings.  For the
year ended June 30, 2000 the Company incurred a charge of $1.4 million for costs
associated with the planned  acquisition of Direct General Corporation for which
a final agreement could not be reached and was terminated.

Year Ended June 30, 1999 Compared to the Year Ended June 30, 1998

Total  revenues were $121.0 million for the year ended June 30, 1999 as compared
to $111.2 million for the year ended June 30, 1998, an increase of $9.8 million,
or 8.8%.  Of this  increase,  $3.8 million  resulted  from the  inclusion of the
results of operations of the entities acquired during fiscal 1999, (collectively
referred  to  hereafter  as the  "1999  Acquisitions").  In  addition,  revenues
increased  $3.8 million from new store  openings  during fiscal 1999. For stores
that were opened and owned by the Company  during the entire period from July 1,
1997 through June 30, 1999,  revenues increased by 11.0%. This increase resulted
from an  increase in Cash `Til  Payday(R)  revenues of 116.9% and an increase in
revenues  from check  cashing of 5.3%,  offset in part by a decrease in revenues
from government  services of 45.6%. The increase in Cash `Til Payday(R) revenues
resulted  primarily from  improvements  in product design.  Government  services
revenues  accounted for 5.6% of total revenues for the year ended June 30, 1999,
a decrease  from 12.9% of total  revenues for the year ended June 30, 1998.  The
decrease  in revenues  from  government  services  resulted  primarily  from the
reduction  in the number of  individuals  receiving  benefits  under  government
programs  and due to the  implementation  of EBT  systems.  As state  and  local
government  agencies  implement  EBT systems,  the Company  expects a continuing
decline in the Company's government services revenue.

Store and regional  expenses were $70.9 million for the year ended June 30, 1999
as compared to $69.3  million for the year ended June 30,  1998,  an increase of
$1.6 million,  or 2.3%. The 1999  Acquisitions  resulted in an increase in store
and  regional  expenses  of $2.2  million.  Store  and  regional  expenses  as a
percentage of revenues  decreased from 62.4% for the year ended June 30, 1998 to
58.5% for the year ended June 30, 1999.  This  decrease was due primarily to the
continued improvement in store level profitability.

Salaries  and  benefits  were $35.3  million for the year ended June 30, 1999 as
compared to $33.7  million for the year ended June 30, 1998, an increase of $1.6
million,  or 4.7%. The 1999  Acquisitions  accounted for an increase in salaries
and benefits of $1.1 million.  Salaries and benefits expenses as a percentage of
revenue  decreased  from 30.3% for the year ended June 30, 1998 to 29.2% for the
year ended June 30, 1999,  as a result of  increases  in revenues  from the Cash
`Til Payday(R) program and revenues from check cashing.

Occupancy  expense was $9.6 million for the year ended June 30, 1999 as compared
to $9.7 million for the year ended June 30,  1998,  a decrease of  $100,000,  or


                                       29
<PAGE>

1.0%.  The 1999  Acquisitions  accounted  for an increase  of  $300,000  and the
closing of certain  Pennsylvania  stores due to the expiration of the government
contract  with the  Commonwealth  of  Pennsylvania  accounted  for a decrease of
$500,000.  Occupancy expense as a percentage of revenues decreased from 8.7% for
the year ended June 30, 1998 to 7.9% for the year ended June 30, 1999, due to an
increase in same store revenues.

Depreciation  expense  was $2.2  million  for the year  ended  June 30,  1999 as
compared  to $2.0  million  for the year  ended  June 30,  1998 an  increase  of
$200,000, or 10.0%. The 1999 Acquisitions accounted for an increase of $100,000.
Depreciation  expense as a percentage of revenues remained at 1.8% for the years
ended June 30, 1998 and June 30, 1999.

Other store and regional expenses were $23.8 million for the year ended June 30,
1999 as compared to $24.0  million for the year ended June 30,  1998, a decrease
of $200,000,  or 0.8%. The 1999 Acquisitions  accounted for an increase in other
store and regional  expenses of $800,000  while closing of certain  Pennsylvania
stores due to the expiration of the government contract with the Commonwealth of
Pennsylvania  resulted in a decrease of $1.4  million.  Other store and regional
expenses  consist of bank charges,  armored security costs, net returned checks,
cash  shortages,  cost of goods  sold,  insurance,  advertising  and other costs
incurred by the stores.

Corporate  expenses  were $13.6  million  for the year  ended  June 30,  1999 as
compared to $12.5  million for the year ended June 30, 1998, an increase of $1.1
million,  or 8.8%.  This increase  resulted from the additional  corporate costs
associated with the 1999  Acquisitions  completed during fiscal 1999.  Corporate
expenses as a  percentage  of revenues  increased  from 11.2% for the year ended
June 30, 1998 to 11.3% for the year ended June 30, 1999.

Goodwill  amortization  was $4.7  million  for the year ended  June 30,  1999 as
compared to $3.6 million for the year ended June 30,  1998,  an increase of $1.1
million, or 30.6%. This increase was mainly due to the accelerated  amortization
of the remaining goodwill associated with the Company's government services line
of  business  which is being  amortized  over the  remaining  life of the future
undiscounted cash flows of the government services business.

Other  depreciation  and  amortization  expenses  were $1.0 million for the year
ended June 30,  1999 as  compared  to $1.2  million  for the year ended June 30,
1998, a decrease of $200,000 or 16.7%.

Interest  expense was $16.4 million for the year ended June 30, 1999 as compared
to $12.9  million for the year ended June 30, 1998, an increase of $3.5 million,
or 27.1%. This increase was primarily attributable to $1.9 million in commitment
fee expense associated with the Recapitalization of Holdings and the issuance of
debt to fund current acquisitions.

Recapitalization  costs and other  non-recurring items in 1999 consist primarily
of a non-cash  charge of $9.9  million  relating to the  exercise  of  Holding's
options by management  and other  compensation  received by the chief  executive
officer  for  services  rendered  in  connection  with the  recapitalization  of
Holdings.

Writedown of Goodwill

Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of"
("SFAS 121"),  establishes accounting standards for the impairment of long-lived
assets, certain identifiable  intangibles,  and goodwill related to those assets
to be  held  and  used  and  for  long-lived  assets  and  certain  identifiable
intangibles to be disposed of. In accordance  with SFAS 121, the Company reviews
for  impairment of long-lived  assets and related  goodwill  whenever  events or
changes in  circumstances  occur which  indicate that the carrying  amount of an
asset may not be recoverable.

If an event or  change  in  circumstance  is  present  or an event or  change in
circumstance  indicates  that the  carrying  amount of an asset that the Company
expects to hold and use may not be recoverable, the Company estimates the future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition.  If the sum of the expected  undiscounted future cash flows is less
than the carrying amount of the asset, the Company recognizes an impairment loss
for the  difference  between the carrying  amount of the asset and the estimated
fair value of the asset. The Company  determines the estimated fair value of the


                                       30
<PAGE>

asset by  discounting  the  estimated  future cash flows  using a discount  rate
commensurate  with the risks  involved in the use of such asset.  In  estimating
future cash flows, the Company groups assets at the lowest level for which there
are  identifiable  cash flows. The Company groups assets between its two primary
lines of  business  that  generate  independent  cash flows:  check  cashing and
government services.

During the fourth quarter of fiscal year 1998, the  Commonwealth of Pennsylvania
informed  the  Company  that  all  of  the  Commonwealth's  government  services
contracts  would be  terminated  at June 30, 1998 as a result of the  successful
implementation  of an Electronic  Benefit Transfer (EBT) system in Pennsylvania.
Additionally,  during the fourth  quarter of fiscal year 1998,  the State of New
York  presented  the Company  with an EBT  implementation  plan.  The  Company's
contract  expiration  date was December 31, 1998 but the Company  negotiated  an
extension to the contract  through June 30, 2000 with two  six-month  extensions
exercisable by the state. The state has exercised the first six-month  extension
extending the Company's  contract to December 31, 2000. The Company has received
information from the State of New York pertaining to a statewide  implementation
of  EBT  which   contemplates   completion  by  March  2001.   Upon   successful
implementation  of the EBT program,  the Company's  existing  contract  would be
terminated.  Management of the Company concluded that the Company would not have
the opportunity to provide similar  government  services for the newly installed
EBT systems in either  Pennsylvania  or New York.  Upon the  occurrence of these
events,  the  Company  determined  that an  impairment  indicator  was  present.
Accordingly,   the  Company  estimated  future  cash  flows  for  the  remaining
government  services  business and compared the  undiscounted  cash flows to the
carrying amount of assets and related goodwill separately  identifiable with the
government services line of business.  This analysis indicated that the goodwill
related to the  government  services  business was  impaired.  As a result,  the
Company  measured the amount of  impairment to be recorded by comparing the fair
value of the assets and related goodwill to the carrying value of the assets and
related goodwill.  This analysis indicated that the fair value of the assets and
related  goodwill was less than the carrying value by $12.9 million.  Therefore,
the Company has written  down the  carrying  value of the related  goodwill by a
charge to income of $12.9 million.  This charge relates to goodwill as the fixed
assets associated with the government  services line of business have been fully
depreciated.  The remaining  unamortized  goodwill of approximately $3.0 million
related to the  government  services  business was amortized  over the estimated
remaining  life of the  future  undiscounted  cash  flows  associated  with  the
government services business.

Liquidity and Capital Resources

The Company's  principal  sources of cash are from operations,  borrowings under
its  credit  facilities  and  sales  of  Holdings'  common  stock.  The  Company
anticipates  its  principal  uses of cash will be to  provide  working  capital,
finance  capital   expenditures,   meet  debt  service   requirements,   finance
acquisitions  and  finance  loan store  expansion.  For the years ended June 30,
1998,  1999 and 2000, the Company had net cash provided by operating  activities
of $18.0 million, $16.0 million and $16.8 million,  respectively,  for purchases
of property and equipment related to existing stores,  recently acquired stores,
investments  in technology  and  acquisitions.  The Company's  budgeted  capital
expenditures,  excluding  acquisitions,  are currently  anticipated to aggregate
approximately  $9.6  million  during its fiscal year ending June 30,  2001,  for
remodeling and relocation of certain existing stores and for opening new stores.

In connection  with the Merger,  the Company  terminated  the Second Amended and
Restated  Credit  Agreement,  dated as of November 15, 1996. The Company entered
into a Credit  Agreement,  dated as of December  18,  1998  obtaining a new $160
million credit facility.  The Credit  Agreement  provides for a revolving credit
facility of up to $70 million and provided for two term loans  aggregating up to
$90 million.  The borrowings  under the revolving credit facility as of June 30,
1999 and 2000 were  $10.5  million  and  $42.5  million,  respectively.  The $90
million term loans were available to fund the Company's  repurchase  obligations
in excess of $20  million,  if any,  in  connection  with the  change of control
provision of its 10 7/8% Senior Notes due 2006 (the "Senior Notes").  Repurchase
obligations  in connection  with the Senior Notes were $810,000 and as a result,
the $90 million term loan commitments expired on February 16, 1999.

Also, in connection with the Merger, the Company entered into an agreement dated
December  18,  1998,  pursuant  to which the Company may issue up to $20 million
aggregate  principal  amount of its 10 7/8% Senior  Subordinated  Notes Due 2006
(the  "Senior  Subordinated  Notes"),  to  (i)  fund  the  Company's  repurchase
obligations,  if any, in connection with its Senior Notes, or (ii) to finance or


                                       31
<PAGE>

refinance  acquisitions  of the Company.  In February  1999,  the Company issued
$18.1  million of its Senior  Subordinated  Notes to fund the  purchase  of ICL,
Calgary and the repurchase  obligations and related fees of $11.4 million,  $5.6
million and $1.1 million,  respectively.  In August 1999, the Company issued the
remaining $1.9 million to partially fund the acquisition of CAC.  Issuance costs
associated with the new Credit Agreement and the Senior  Subordinated Notes paid
during fiscal 1999 and 2000 were $7.6 million and $500,000 respectively.

The Company's  indebtedness included a seller-subordinated  note of $2.6 million
at June 30,  1999 from a  previous  acquisition.  The  Company  was  seeking  to
restructure its obligations  under the original  subordinated note issued to the
seller as part of the acquisition  and had ceased making  principal and interest
payments.  In May 2000, the Company  entered into a Stipulation of Settlement in
the  matter.  The parties  agreed to release  each other from all claims and the
Company's accrual was adequate to cover the settlement amount.

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

The Company has an overdraft  credit facility to fund peak working capital needs
for its  Canadian  operations.  The  overdraft  credit  facility  provides for a
commitment  of up to  approximately  $4.7 million of which $2.5 million and $1.7
million were  outstanding  as of June 30, 2000 and 1999,  respectively.  Amounts
outstanding  under the facility bear  interest at a rate of Canadian  prime plus
0.50%  and  are  secured  by the  pledge  of a  cash  collateral  account  of an
equivalent  balance.  For the Company's United Kingdom  operations,  the Company
also  has  an  overdraft  facility  which  provides  for a  commitment  of up to
approximately   $7.6  million  of  which  $4.6  million  and  $0.0  million  was
outstanding as of June 30, 2000 and June 30, 1999,  respectively.  The overdraft
facility is secured by an $8.0  million  Letter of Credit  issued by Wells Fargo
Bank under the revolving credit facility.

The Company is highly  leveraged,  and borrowings under the new revolving credit
facility and the overdraft  facilities  will increase the Company's debt service
requirements.  Management  believes that,  based on current levels of operations
and anticipated  improvements in operating  results,  cash flows from operations
and borrowings available under the new revolving credit facility will enable the
Company to fund its  liquidity  and  capital  expenditure  requirements  for the
foreseeable future, including scheduled payments of interest on the Senior Notes
and payment of interest and principal on the Company's other  indebtedness.  The
Company's  belief  that  it will be able  to  fund  its  liquidity  and  capital
expenditure requirements for the foreseeable future is based upon the historical
growth rate of the Company and the anticipated benefits resulting from operating
efficiencies. Additional revenue growth is expected to be generated by increased
check  cashing  revenues  (consistent  with  historical  growth)  and  continued
expansion  of the Cash 'Til  Payday(R)  loan  program.  The Company also expects
operating expenses to increase,  although the rate of increase is expected to be
less than the rate of revenue growth. Furthermore,  the Company does not believe
that  additional  acquisitions  or expansion are necessary in order for it to be
able to cover  its  fixed  expenses,  including  debt  service.  There can be no
assurance,  however,  that the Company's business will generate  sufficient cash
flow from  operations or that future  borrowings will be available under the new
revolving  credit  facility  in an amount  sufficient  to enable the  Company to
service its  indebtedness,  including the Senior Notes,  or to make  anticipated
capital expenditures.  It may be necessary for the Company to refinance all or a
portion  of  its   indebtedness   on  or  prior  to  maturity,   under   certain
circumstances,  but there can be no  assurance  that the Company will be able to
effect such refinancing on commercially reasonable terms or at all.

Income Taxes

The Company's  effective tax rates for fiscal 1998, 1999 and 2000 were (439.9)%,
240.0% and 69.0%,  respectively.  The  effective  rate  differs from the federal
statutory rate of 34% due to state taxes, foreign taxes,  nondeductible goodwill
amortization  which  resulted from the June 30, 1994  acquisition of the Company
and several subsequent acquisitions and writeoffs of goodwill.

                                       32
<PAGE>



Seasonality and Quarterly Fluctuations

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

Impact of Inflation

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

Pending Accounting Pronouncements

In June 1999, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
137 "Accounting for Derivative  Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133", Statement of Financial Accounting
Standards No. 133  "Accounting  for  Derivative and Hedging  Activities"  ("SFAS
133"),  which delays the effective date of SFAS No. 133.  Accordingly,  SFAS 133
shall be effective for all fiscal years  beginning after June 15, 2000. SFAS 133
requires  companies  to record  derivatives  on the  balance  sheet as assets or
liabilities at fair value.  It is effective for financial  statements for fiscal
years  beginning  after June 15, 2000.  The Company is evaluating  the impact of
SFAS No. 133 on the Company's future earnings and financial  position,  but does
not expect it to be material.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, Revenue  Recognition in Financial  Statements ("SAB
101"). The SEC subsequently  issued SAB 101B, which delays the effective date of
SAB101 until no later than the fourth fiscal  quarter of fiscal years  beginning
after  December 15, 1999. SAB 101 is expected to have no effect on the Company's
results of operations, financial position, capital resources or liquidity.




                                       33
<PAGE>



Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Generally

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


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

Interest Rates

The  Company's  outstanding  indebtedness,  and related  interest  rate risk, is
managed centrally by the office of the Chief Financial Officer of the Company by
implementing  the  financing  strategies  approved  by the  Company's  Board  of
Directors.  The Company's  debt  consists of fixed-rate  senior notes and senior
subordinated notes. The Company's revolving credit facility and overdraft credit
facilities carry a variable rate of interest.  As most of the Company's  average
outstanding  indebtedness carries a fixed rate of interest, a change in interest
rates is not expected to materially impact the consolidated  financial position,
results of operations or cash flows of the Company.

Foreign Exchange Rates

Operations  in the United  Kingdom and Canada have exposed the Company to shifts
in  currency  valuations.  As strategy is being  finalized  and policy  created,
precautions  have been taken should exchange rates shift. For the United Kingdom
subsidiary, put options with a notional value of 7.0 million British Pounds have
been  purchased  to protect  quarterly  earnings in the United  Kingdom  against
foreign exchange fluctuations.  Each contract has a strike price of initially 5%
out of the money at the date of  acquisition  and each  contract  was out of the
money at June 30,  2000.  Out of the money put options  were  purchased  for the
following reasons:  (1) lower cost than completely averting risk and (2) maximum
downside is limited to the difference  between strike price and exchange rate at
date of purchase and price of the contracts.  This strategy will  continually be
evaluated as to its effectiveness and suitability to the Company.

The Canadian and the United Kingdom operations  constitute  approximately  38.6%
and 5.1%,  respectively of the Company's fiscal year 2000  consolidated  pre-tax
earnings.  As currency  exchange  rates  change,  translation  of the  financial
results of the Canadian and United Kingdom  operations into U.S. dollars will be
impacted. Changes in exchange rates have resulted in a translation adjustment of
$5.5 million to the Company's net assets.

The  Company  estimated  that a 10% change in foreign  exchange  rates by itself
would  impact  reported   pre-tax   earnings  from   continuing   operations  by
approximately  $763,000 and $572,000 for the years ended June 30, 2000 and 1999,
respectively.  Such impact  represents  nearly  4.4% and 35.8% of the  Company's
consolidated pre-tax earnings for fiscal year 2000 and 1999, respectively.





                                       34
<PAGE>



Item 8. FINANCIAL STATEMENTS

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Dollar Financial
Group,  Inc.  as of  June  30,  2000  and  1999,  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, 2000.  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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Dollar Financial
Group,  Inc.  at June 30,  2000 and 1999,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
June 30, 2000, in conformity with accounting  principles  generally  accepted in
the United States.



                                                     /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
August 28, 2000




                                       35
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)


<TABLE>
<CAPTION>
                                                                                          June 30,
                                                                            --------------------------------------
                                                                               1999                     2000
                                                                            --------------------------------------
<S>                                                                        <C>                   <C>
Assets
Cash and cash equivalents............................................        $    65,782          $        73,288
Accounts receivable..................................................              9,854                   13,134
Income taxes receivable..............................................              2,587                        -
Prepaid expenses.....................................................              2,174                    5,661
Deferred income taxes................................................                  -                      759
Notes receivable--officers............................................             2,851                    2,920
Due from parent......................................................                  -                      878
Property and equipment, net of accumulated
    depreciation of $7,546 and $15,094...............................             12,754                   23,625
Goodwill and other intangibles, net of accumulated
    amortization of $13,108 and $18,897..............................             96,636                  128,115
Debt issuance costs, net of accumulated
    amortization of $1,917 and $3,184................................              9,416                    8,446
Other................................................................              1,655                    2,888
                                                                            --------------------------------------
                                                                             $   203,709          $       259,714
                                                                            ======================================

Liabilities and shareholder's equity
Accounts payable.....................................................        $    12,040          $        16,331
Income taxes payable.................................................              2,483                      603
Advance from money transfer agent....................................              2,000                    1,000
Accrued expenses.....................................................              4,868                   21,429
Accrued interest payable.............................................              3,162                    1,610
Deferred tax liability...............................................                 78                        -
Due to parent........................................................                578                        -
Revolving credit facilities..........................................             12,162                   49,578
10-7/8% Senior Notes due 2006........................................            109,190                  109,190
Long-term debt and subordinated notes payable........................             20,814                   20,378
Shareholder's equity:
    Common stock, $1 par value: 20,000 shares authorized;
       100 shares issued and outstanding at June 30, 1999
       and 2000......................................................                  -                        -
    Additional paid-in capital.......................................             50,824                   50,957
    Accumulated deficit..............................................            (11,224)                  (5,824)
    Accumulated other comprehensive loss.............................             (3,266)                  (5,538)
                                                                            --------------------------------------
Total shareholder's equity...........................................             36,334                   39,595
                                                                            --------------------------------------
                                                                             $   203,709          $       259,714
                                                                            ======================================
</TABLE>
                             See accompanying notes.



                                       36
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                              Year ended June 30,
                                                                 -----------------------------------------------
                                                                      1998           1999            2000
                                                                 -----------------------------------------------


<S>                                                                  <C>            <C>            <C>
Revenues.....................................................         $ 111,185      $ 120,979     $  165,753
Store and regional expenses:
    Salaries and benefits....................................            33,670         35,329         47,058
    Occupancy                                                             9,656          9,609         12,800
    Depreciation.............................................             2,018          2,227          4,683
    Other....................................................            24,002         23,764         36,503
                                                                 -----------------------------------------------
Total store and regional expenses............................            69,346         70,929        101,044
Corporate expenses...........................................            12,462         13,648         20,864
Loss on store closings and sales.............................                45            103            249
Goodwill amortization........................................             3,624          4,686          5,564
Other depreciation and amortization..........................             1,152          1,020          1,620
Interest expense, net of interest income of $128,
    $66 and $374.............................................            12,945         16,401         17,491
Recapitalization costs and other non-recurring items.........                 -         12,575          1,478
Writedown of goodwill........................................            12,870              -              -
                                                                 -----------------------------------------------
(Loss) income before income taxes and extraordinary item.....            (1,259)         1,617         17,443
Income tax provision.........................................             5,538          3,881         12,043
                                                                 -----------------------------------------------
(Loss) income before extraordinary item......................            (6,797)        (2,264)         5,400
Extraordinary loss on debt extinguishment
    (net of income tax benefit of $45).......................                 -            (85)             -
                                                                 -----------------------------------------------
Net (loss) income............................................         $  (6,797)     $  (2,349)    $    5,400
                                                                 ===============================================
</TABLE>

                             See accompanying notes.



                                       37
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

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


<TABLE>
<CAPTION>
                                                                                    Accumulated
                                                       Additional                      Other           Total
                                    Common Stock        Paid-in     Accumulated    Comprehensive   Shareholder's
                                ----------------------
                                  Shares     Amount     Capital       Deficit           Loss           Equity
                                ----------------------------------------------------------------------------------

<S>                               <C>     <C>         <C>            <C>                <C>          <C>
Balance, June 30, 1997......         100   $   - $     40,941 $      (2,078)  $         (303) $       38,560
Comprehensive loss..........
   Translation adjustment
     for the year ended
     June 30, 1998..........                                                          (2,309)         (2,309)
   Net loss for the year
     ended June 30, 1998....                                         (6,797)                          (6,797)
                                                                                                   ---------------
Total comprehensive loss....                                                                          (9,106)
                                ----------------------------------------------------------------------------------
Balance, June 30, 1998......         100       -       40,941        (8,875)          (2,612)         29,454
                                ----------------------------------------------------------------------------------

Comprehensive loss..........
     Translation adjustment
       for the year ended
       June 30, 1999........                                                            (654)           (654)
     Net loss for the year
       ended June 30, 1999..                                         (2,349)                          (2,349)
                                                                                                   ---------------
Total comprehensive loss....                                                                          (3,003)
     Noncash compensation...                            9,883                                          9,883
                                ----------------------------------------------------------------------------------
Balance, June 30, 1999......         100       -       50,824       (11,224)          (3,266)         36,334
                                ----------------------------------------------------------------------------------

Comprehensive income........
     Translation adjustment
       for the year ended
       June 30, 2000........                                                          (2,272)         (2,272)
     Net income for the year
       ended June 30, 2000..                                          5,400                            5,400
                                                                                                   ---------------
Total comprehensive income..                                                                           3,128
Non-cash compensation.......                              133                                            133
                                ----------------------------------------------------------------------------------
Balance, June 30, 2000......         100   $   -  $    50,957  $     (5,824)   $      (5,538)  $      39,595
                                ==================================================================================

</TABLE>

                             See accompanying notes.



                                       38
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                       Year ended June 30,
                                                                            ------------------------------------------
                                                                                1998         1999          2000
                                                                            ------------------------------------------
<S>                                                                           <C>        <C>             <C>
Cash flows from operating activities:
Net (loss) income........................................................     $ (6,797)    $ (2,349)    $  5,400
Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
       Depreciation and amortization.....................................        7,374       10,892       13,120
       Loss on store closings and sales..................................           45          103          249
           Noncash recapitalization costs................................            -        9,883          133
       Writedown of goodwill.............................................       12,870            -            -
       Extraordinary loss on debt extinguishment, net of income
          tax benefit....................................................            -           85            -
       Deferred tax (benefit) provision..................................         (265)         320         (837)
       Change in assets and liabilities (net of effect of acquisitions):
          Decrease (increase) in accounts receivable and income
              taxes receivable...........................................        2,343       (3,730)        (417)
          Decrease (increase) in prepaid expenses and other..............          753       (1,087)      (2,760)
          Increase in accounts payable, income taxes payable,
             accrued expenses and accrued interest payable...............        1,680        1,834        1,904
                                                                            ------------------------------------------
Net cash provided by operating activities................................       18,003       15,951       16,792

Cash flows from investing activities:
Acquisitions, net of cash acquired.......................................       (1,870)     (16,062)     (30,586)
Gross proceeds from sales of property and equipment......................          202            -            -
Additions to property and equipment......................................       (2,569)      (7,409)     (13,940)
                                                                            ------------------------------------------
Net cash used in investing activities....................................       (4,237)     (23,471)     (44,526)

Cash flows from financing activities:
Other debt payments......................................................         (129)        (840)      (1,020)
Payments of advance from money transfer agent............................            -       (1,000)      (1,000)
Net (decrease) increase in revolving credit facilities...................      (12,187)      11,719       37,416
Proceeds from long-term debt.............................................            -       18,107        1,893
Payments of debt issuance costs..........................................          (66)      (7,634)        (463)
Advances to officers.....................................................            -       (2,651)         (64)
Payments of financed insurance premiums..................................         (317)         (10)           -
Net increase (decrease) in due to parent.................................            -          578       (1,456)
                                                                            ------------------------------------------
Net cash (used in) provided by financing activities......................      (12,699)      18,269       35,306
Effect of exchange rate changes on cash and cash equivalents.............         (771)        (468)         (66)
                                                                            ------------------------------------------
Net increase in cash and cash equivalents................................          296       10,281        7,506
Cash and cash equivalents at beginning of year...........................       55,205       55,501       65,782
                                                                            ------------------------------------------
Cash and cash equivalents at end of year.................................     $ 55,501     $ 65,782     $ 73,288
                                                                            ==========================================

Supplemental disclosures of cash flow information:
Interest paid............................................................     $ 12,250     $ 12,538     $ 18,031
Income taxes paid........................................................     $  4,314     $  5,503     $ 12,957

Supplemental schedule of noncash investing and financing activities:
Noncash recapitalization costs...........................................     $      -     $  9,883     $    133
</TABLE>

                             See accompanying notes.



                                       39
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2000

1. Organization and Business

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

The Company, through its subsidiaries, provides retail financial services to the
general   public   through  a  network  of  891  locations  (of  which  546  are
Company-owned)  operating as Any Kind Check Cashing  Centers(R),  Check Mart(R),
Money Mart(R),  The Money Shop, Loan Mart(R),  Cash a Cheque and Cash Centres in
seventeen states, the District of Columbia,  Canada and the United Kingdom.  The
services  provided at the Company's  retail  locations  include  check  cashing,
consumer loans, sale of money orders,  money transfer services and various other
related  services.  Additionally,  the Company,  through its  merchant  services
division,  maintains and services the network of electronic  government benefits
distribution in approximately  1,100 merchant locations  throughout the State of
New York. Also, the Company's  subsidiary  moneymart.com(TM),  originates payday
loans through 150 independent agents in eighteen states.

2. Significant Accounting Policies

Use of Estimates

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

Principles of Consolidation

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

Reclassification

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

Property and Equipment

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

Cash and Cash Equivalents

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


                                       40
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



2. Significant Accounting Policies (continued)

Intangible Assets

The cost in excess of net assets  acquired or goodwill  is  amortized  using the
straight-line  method over a useful life of thirty years.  The carrying value of
goodwill and other intangibles is reviewed periodically to determine whether the
facts and circumstances  suggest that the value may be impaired.  If this review
indicates  that  the  value  will not be  recoverable,  as  determined  based on
undiscounted cash flows from operations before interest, the carrying value will
be reduced to an amount determined on the basis of such discounted cash flows.

Debt Issuance Costs

Debt  issuance  costs are  amortized  using the  straight-line  method  over the
remaining term of the related debt (see Note 7).

Store and Regional Expenses

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

Returned Checks

The Company charges  operations for losses on returned checks in the period such
checks are  returned,  since  ultimate  collection  of these items is uncertain.
Recoveries  on returned  checks are  credited in the period when the recovery is
received. The net expense for bad checks included in other store expenses in the
accompanying  consolidated  statements of operations was $3,915,000,  $4,102,000
and $5,769,000 for the years ended June 30, 1998, 1999 and 2000, respectively.

Income Taxes

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

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

Deferred Acquisition Costs

The  Company   defers   certain  costs   incurred   associated   with  potential
acquisitions. In the event that the acquisition is not consummated,  these costs
are expensed  directly.  The costs  associated with completed  acquisitions  are
capitalized as part of the purchase price.




                                       41
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



2. Significant Accounting Policies (continued)

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 $368,000,  $423,000 and $420,000 for the years ended June
30, 1998, 1999 and 2000, respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs charged to
expense were $2,078,000, $3,318,000, and $4,842,000 for the years ended June 30,
1998, 1999 and 2000, respectively.

Fair Value of Financial Instruments

The carrying values of the revolving credit facilities  approximate fair values,
as these  obligations  carry a  variable  interest  rate.  The fair value of the
Company's  Senior Notes is based on quoted  market  prices and the fair value of
the Senior  Subordinated  Notes is based on the value of the  Senior  Notes (see
Note 7).

Foreign Currency Translation and Transactions

National Money Mart Company ("Money Mart"),  the Company's  Canadian  subsidiary
and Instant Cash Loans ("ICL"),  Cash a Cheque ("CAC") and Cash Centres ("CCL"),
the Company's United Kingdom  subsidiaries,  operate check cashing and financial
services outlets in Canada and the United Kingdom,  respectively.  The financial
statements of these foreign  subsidiaries have been translated into U.S. dollars
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  All balance sheet accounts are translated at the current  exchange rate
and income  statement items are translated at the average  exchange rate for the
period;  resulting  translation  adjustments  are made  directly  to a  separate
component  of  shareholder's  equity.  Gains or losses  resulting  from  foreign
currency  transactions  are  included  in  results of  operations  and have been
insignificant.

Franchise Fees and Royalties

The  Company   recognizes   initial  franchise  fees  upon  fulfillment  of  all
significant  obligations  to the  franchisee.  Royalties  from  franchisees  are
accrued as earned. The standard franchise agreements grant to the franchisee the
right to  develop  and  operate  a store  and use the  associated  trade  names,
trademarks, and service marks within the standards and guidelines established by
the Company. Initial franchise fees included in revenues were $177,000, $179,000
and $184,000 for the years ended June 30, 1998, 1999 and 2000.

Pending Accounting Pronouncements

In June 1999, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
137 "Accounting for Derivative  Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133", Statement of Financial Accounting
Standards No. 133  "Accounting  for  Derivative and Hedging  Activities"  ("SFAS
133"),  which delays the effective date of SFAS No. 133.  Accordingly,  SFAS 133
shall be effective for all fiscal years  beginning after June 15, 2000. SFAS 133
requires  companies  to record  derivatives  on the  balance  sheet as assets or
liabilities at fair value.  It is effective for financial  statements for fiscal
years  beginning  after June 15, 2000.  The Company is evaluating  the impact of
SFAS No. 133 on the Company's future earnings and financial  position,  but does
not expect it to be material.

                                       42
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



2. Significant Accounting Policies (continued)

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, Revenue  Recognition in Financial  Statements ("SAB
101"). The SEC subsequently  issued SAB 101B, which delays the effective date of
SAB101 until no later than the fourth fiscal  quarter of fiscal years  beginning
after  December 15, 1999. SAB 101 is expected to have no effect on the Company's
results of operations, financial position, capital resources or liquidity.

3. DFG Holdings, Inc.

As discussed in Note 1, the Company is a  wholly-owned  subsidiary  of Holdings.
The  activities of Holdings  consist  primarily of its investment in the Company
and the  issuance of $120.6  million  aggregate  principal  amount of 13% Senior
Discount  Notes which  generated  gross cash  proceeds of $64.0  million used in
connection with the Merger (as defined below).

Recapitalization

On November 13,  1998,  Holdings,  entered into an agreement  and plan of merger
(the "Merger Agreement") with DFG Acquisition,  Inc., ("Acquisition") controlled
by Green Equity  Investors  II, L.P.,  and the  stockholders  of Holdings  party
thereto,  providing for the merger of Acquisition  with and into Holdings,  with
Holdings as the surviving  corporation (the "Merger").  Holdings and Acquisition
consummated  the Merger on December  18,  1998,  and in the  Merger,  the senior
members of management of Holdings  retained  substantially all of their stock in
the surviving  corporation and the other stockholders  received cash in exchange
for  their  shares  of  Holdings.  Prior  to the  Merger  between  Holdings  and
Acquisition, management of the Company exercised their options in Holdings which
were converted into equivalent amounts of stock. The Merger was accounted for as
a  recapitalization  of Holdings.  Recapitalization  costs consist  primarily of
non-cash  charges of $9.9 million and $133,000 for the years ended June 30, 1999
and 2000,  respectively,  relating  to the  exercise  of  Holding's  options  by
management and other  compensation  received by the chief executive  officer for
services rendered in connection with the recapitalization of Holdings.

The  management  (other than the  employment of Donald F.  Gayhardt,  Jr. as the
President),  Board of  Directors  and equity  ownership  of the  Company did not
change in the Merger and Holdings  continues  to own one hundred  percent of the
voting securities of the Company.

The components of Holding's shareholders' equity are as follows:

Common Stock

Holdings issued  17,504.11  shares for $3,225 per share on December 18, 1998. Of
the 100,000 shares  authorized,  19,864.93 shares were issued and outstanding at
June 30, 2000.

Dividends

Under the terms of the Company's new revolving credit facility discussed in Note
7, the Company is permitted to declare,  pay, or make cash dividends to Holdings
under certain circumstances.






                                       43
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



3. DFG Holdings, Inc. (continued)

Stock Options

As part of the Merger and Recapitalization of Holdings,  the then existing Stock
Option Plan was terminated and any stock options not exercised were cancelled.

On February  15,  1999,  Holdings  adopted  the DFG  Holdings,  Inc.  1999 Stock
Incentive Plan (the "Plan") whereby  1,413.32  shares of Holdings'  common stock
may be awarded to employees or  consultants of the Company.  The awards,  at the
discretion of Holdings' Board of Directors,  may be issued as nonqualified stock
options or incentive stock options.  Stock appreciation  rights ("SAR") may also
be granted in tandem with the nonqualified  stock options or the incentive stock
options.  Exercise of the SARs  cancels the option for an equal number of shares
and  exercise of the  nonqualified  stock  options or  incentive  stock  options
cancels  the SARs for an equal  number of shares.  The  number of shares  issued
under  the  Plan  shall  be  subject  to  adjustment  as  specified  in the Plan
provisions.  No options may be granted after February 15, 2009.  During the year
ended June 30, 1999, 979 nonqualified  stock options were granted under the Plan
at an exercise price of $3,225 per share, the estimated fair market value of the
common stock at date of grant. No options were granted under the Plan during the
year ended June 30, 2000. 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.

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

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




                                       44
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



4. Acquisitions

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

On February 10, 1999, the Company purchased all of the outstanding shares of ICL
which operated eleven stores in the United Kingdom.  The initial  purchase price
for  this   acquisition  was  $9.4  million  plus  initial  working  capital  of
approximately  $2.0  million.  The Company  issued  $11.4  million of its Senior
Subordinated  Notes to fund the purchase.  The excess of the purchase price over
the fair value of identifiable net assets acquired was $8.3 million.

On February 17, 1999,  the Company  purchased  the remaining  86.5%  partnership
interest in its Calgary Money Mart Partnership ("Calgary"). Calgary operated six
stores in Alberta, Canada. The aggregate purchase price for this acquisition was
$5.6  million.  To fund the  purchase,  the Company  issued $5.6  million of its
Senior  Subordinated Notes. The excess of the purchase price over the fair value
of identifiable net assets acquired was $5.2 million.

On July 7, 1999,  the Company  purchased all of the  outstanding  shares of CAC,
which  operated  44 company  owned  stores in the United  Kingdom.  The  initial
purchase  price for this  acquisition  was  approximately  $12.5 million and was
funded through excess internal cash, the Company's revolving credit facility and
$1.9  million of the  Company's  Senior  Subordinated  Notes.  The excess of the
purchase price over the fair value of the  identifiable  net assets acquired was
$8.2 million. Additional consideration of $10.0 million was subsequently accrued
based upon a profit-based earn-out agreement.

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

On December 15, 1999,  the Company  purchased all of the  outstanding  shares of
CCL,  which  operated five company owned stores and 238 franchises in the United
Kingdom.  The aggregate purchase price for this acquisition was $8.4 million and
was funded through the Company's  revolving credit  facility.  The excess of the
purchase price over the fair value of identifiable  net assets acquired was $7.7
million.  The agreement also includes a maximum potential  contingent payment to
the sellers of $2.7 million based on future levels of profitability.

On February  10,  2000,  the Company  purchased  primarily  all of the assets of
CheckStop, Inc. ("CheckStop"), which is a payday loan business operating through
150  independent  agents in 17 states.  The  aggregate  purchase  price for this
acquisition  was $2.6  million and was funded  through the  Company's  revolving
credit  facility.  The  excess  of the  purchase  price  over the fair  value of
identifiable net assets acquired was $2.4 million. The agreement also includes a
maximum  potential  contingent  payment to the  sellers of  $350,000  based upon
future results of operations.





                                       45
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



4.  Acquisitions (continued)

The following  unaudited pro forma information for the years ended 1999 and 2000
presents the results of operations as if the  Acquisitions  had occurred on July
1, 1998. The pro forma  operating  results include the results of operations for
these  acquisitions  for the indicated  periods and reflect the  amortization of
intangible  assets arising from the acquisitions and increased  interest expense
on  acquisition  debt.  Pro forma  results  of  operations  are not  necessarily
indicative  of the  results  of  operations  that would  have  occurred  had the
purchase  been  made on the date  above or the  results  which  may occur in the
future.

<TABLE>
<CAPTION>
                                                     Year ended June 30,
                                                         (Unaudited)
                                             -------------------------------------
                                                   1999              2000
                                             -------------------------------------
                                                    (dollars in thousands)
<S>                                            <C>               <C>
Total revenue..............................      $ 142,763          $ 171,060
(Loss) income before extraordinary item....      $ (1,388)          $   5,463
Net (loss) income..........................      $ (1,473)          $   5,463
</TABLE>

During  fiscal  year 2000,  the Company was in  negotiations  to acquire  Direct
General Corporation.  Upon receipt of Direct General's June 30, 2000 results the
planned  acquisition was terminated.  As a result, the Company incurred a charge
of $1.4 million for previously  deferred costs  associated with the acquisition.
These costs are reflected in the Company's  statement of operations for the year
ended  June  30,  2000  under  the  caption  Recapitalization  costs  and  other
non-recurring items.

5. Writedown of Goodwill

Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of"
("SFAS 121"),  establishes accounting standards for the impairment of long-lived
assets, certain identifiable  intangibles,  and goodwill related to those assets
to be  held  and  used  and  for  long-lived  assets  and  certain  identifiable
intangibles to be disposed of. In accordance  with SFAS 121, the Company reviews
for  impairment of long-lived  assets and related  goodwill  whenever  events or
changes in  circumstances  occur which  indicate that the carrying  amount of an
asset may not be recoverable.

If an event or  change  in  circumstance  is  present  or an event or  change in
circumstance  indicates  that the  carrying  amount of an asset that the Company
expects to hold and use may not be recoverable, the Company estimates the future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition.  If the sum of the expected  undiscounted future cash flows is less
than the carrying amount of the asset, the Company recognizes an impairment loss
for the  difference  between the carrying  amount of the asset and the estimated
fair value of the asset. The Company  determines the estimated fair value of the
asset by  discounting  the  estimated  future cash flows  using a discount  rate
commensurate  with the risks  involved in the use of such asset.  In  estimating
future cash flows, the Company groups assets at the lowest level for which there
are  identifiable  cash flows. The Company groups assets between its two primary
lines of  business  that  generate  independent  cash flows:  check  cashing and
government services.

During the fourth quarter of fiscal year 1998, the  Commonwealth of Pennsylvania
informed  the  Company  that  all  of  the  Commonwealth's  government  services
contracts  would be  terminated  at June 30, 1998 as a result of the  successful
implementation  of an Electronic  Benefit Transfer (EBT) system in Pennsylvania.
Additionally,  during the fourth  quarter of fiscal year 1998,  the State of New
York  presented  the Company  with an EBT  implementation  plan.  The  Company's
contract  expiration  date was December 31, 1998 but the Company  negotiated  an
extension to the contract  through June 30, 2000 with two  six-month  extensions
exercisable by the state. The state has exercised the first six-month  extension
extending the Company's  contract to December 31, 2000. The Company has received
information from the State of New York pertaining to a statewide  implementation
of EBT which contemplates




                                       46
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



5. Writedown of Goodwill (continued)

completion by March 2001. Upon successful implementation of the EBT program, the
Company's  existing  contract  would be  terminated.  Management  of the Company
concluded  that the Company would not have the  opportunity  to provide  similar
government  services for the  newly-installed EBT systems in either Pennsylvania
or New York. Upon the occurrence of these events, the Company determined that an
impairment indicator was present. Accordingly, the Company estimated future cash
flows  for  the  remaining   government   services  business  and  compared  the
undiscounted  cash flows to the carrying  amount of assets and related  goodwill
separately  identifiable  with the  government  services line of business.  This
analysis indicated that the goodwill related to the government services business
was impaired.  As a result,  the Company measured the amount of impairment to be
recorded by comparing  the fair value of the assets and related  goodwill to the
carrying value of the assets and related goodwill.  This analysis indicated that
the fair value of the assets and  related  goodwill  was less than the  carrying
value by $12.9  million.  Therefore,  the Company has written  down the carrying
value of the  related  goodwill  by a charge to income  of $12.9  million.  This
charge  relates to goodwill as the fixed assets  associated  with the government
services line of business have been fully depreciated. The remaining unamortized
goodwill  of  approximately  $3.0  million  related to the  government  services
business  was  amortized  over  the  estimated  remaining  life  of  the  future
undiscounted cash flows associated with the government services business.

6. Property and Equipment

Property and equipment at June 30, 1999 and 2000 consist of (in thousands):

<TABLE>
<CAPTION>
                                                        June 30,
                                             --------------------------------
                                                  1999            2000
                                             --------------------------------

<S>                                                 <C>             <C>
Land and buildings.......................    $           173 $           317
Leasehold improvements...................              6,424          11,529
Equipment and furniture..................             13,703          26,873
                                             --------------------------------
                                                      20,300          38,719
Less accumulated depreciation............              7,546          15,094
                                             --------------------------------
Total property and equipment.............    $        12,754 $        23,625
                                             ================================
</TABLE>


Depreciation  expense amounted to $2,434,000,  $2,745,000 and $5,898,000 for the
years ended June 30, 1998, 1999 and 2000, respectively.



                                       47
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



7. Debt

The  Company  has debt  obligations  at June 30,  1999 and 2000 as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                                                                            June 30,
                                                                                   ----------------------------
                                                                                       1999          2000
                                                                                   ----------------------------

<S>                                                                                 <C>           <C>
Revolving credit facility; interest at one-day Eurodollar, as defined, plus 3.0%
   and 2.75% at June 30, 1999 and 2000,  respectively,  (8.25% and 9.44% at June
   30, 1999 and 2000,  respectively)  of the outstanding  daily balances payable
   monthly;  principal due in full on June 30, 2004;  weighted  average interest
   rate of 7.92% and 8.98% for the years ended June 30, 1999 and 2000,
   respectively.................................................................     $ 10,500      $ 42,500
Canadian overdraft credit facility;  interest at Canadian prime,
   as  defined,  plus  0.50%  (6.75%  and  8.00%  at  June  30,  1999  and  2000
   respectively) of the outstanding  daily balances  payable  monthly;  weighted
   average interest rate of 7.00% and 7.58% for the years ended June 30, 1999
   and 2000.....................................................................        1,662         2,498
United Kingdom overdraft  facility;  interest at Bank Base Rate,
   as  defined,  plus  1.25% and 1.00% at June 30,  1999 and 2000,  respectively
   (6.25% and 7.00% at June 30, 1999 and 2000,  respectively) of the outstanding
   daily balances payable quarterly;  weighted average interest rate of 6.60%
   and 7.01% for the years ended June 30, 1999 and 2000........................             -         4,580
10-7/8% Senior Notes due November 15, 2006; interest payable semiannually on May
   15 and November 15, commencing May 15, 1997..................................      109,190       109,190
10-7/8%  Senior   Subordinated  Notes  due  December  31,  2006; interest
   payable  semiannually  on June 30 and  December 30, commencing June 30, 1999.       18,107        20,000
Subordinated   promissory  note  payable;   interest  at  bank's
   Reference  Rate,  as defined,  plus 1% (8.75% at June 30, 1999)  subject to a
   ceiling  of 10.50% and a floor of 8.50%  payable  monthly;  weighted  average
   interest  rate of 9.19% and 8.75% for the years ended June 30, 1999 and 2000,
   respectively.................................................................        2,642             -
Other...........................................................................           65           378
                                                                                   ----------------------------
                                                                                     $142,166      $179,146
                                                                                   ============================
</TABLE>



                                       48
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



7.  Debt (continued)

In November  1996,  the Company  implemented a financing plan which included the
issuance  of  $110.0  million  of  10-7/8%  senior  notes  due 2006 in a private
placement.  In March 1997, the Company exchanged substantially all of the senior
notes for $110.0 million  10-7/8%  Series A senior notes due 2006  (collectively
referred to as the "Notes"),  which were registered  under the Securities Act of
1933,  as  amended.  The  payment  obligations  under the Notes are  jointly and
severally  guaranteed,  on a  full  and  unconditional  basis,  by  each  of the
Company's existing subsidiaries (the "Guarantors"). There are no restrictions on
the Company's and the guarantor subsidiaries' ability to obtain funds from their
subsidiaries  by  dividend or by loan.  Separate  financial  statements  of each
guarantor  subsidiary have not been presented because  management has determined
that they would not be material to investors.

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

In connection  with the Merger,  the Company  terminated  the Second Amended and
Restated Credit Agreement,  dated as of November 15, 1996 and entered into a new
credit  agreement,  dated as of December  18, 1998  obtaining a new $160 million
credit facility.  The credit agreement  provides for a revolving credit facility
of up to $70 million  ("Revolving  Credit  Facility")  and provided for two term
loans  aggregating up to $90 million.  The borrowings under the Revolving Credit
Facility  were $10.5  million  and $42.5  million as of June 30,  1999 and 2000,
respectively.  The $90 million term loans were  available to fund the  Company's
repurchase  obligations in excess of $20 million, if any, in connection with the
Notes. Repurchase obligations in connection with the change of control provision
of  the  Notes  were  $810,000  and as a  result,  the  $90  million  term  loan
commitments expired on February 16, 1999.

Amounts  outstanding under the Revolving Credit Facility bear interest at either
(i) the  higher of (a) the  federal  funds rate plus 0.50% per annum and (b) the
rate publicly announced by Wells Fargo, San Francisco, as its "prime rate," plus
1.50% at June 30, 2000,  (ii) the Libor Rate (as defined  therein) plus 2.75% at
June 30, 2000, or (iii) the one day  Eurodollar  Rate (as defined  therein) plus
2.75% at June 30, 2000, determined at the Company's option.  Amounts outstanding
under the  Revolving  Credit  Facility are secured by a first  priority  lien on
substantially  all  properties  and assets of the  Company  and its  current and
future  subsidiaries.  The  Company's  obligations  under the  Revolving  Credit
Facility  are  guaranteed  by  Holdings  and each of the  Company's  direct  and
indirect subsidiaries.

Also, in connection with the Merger, the Company entered into an agreement dated
December 18, 1998, to which the Company may issue up to $20 million aggregate
principal amount of its 10 7/8% Senior Subordinated Notes Due 2006 (the "Senior
Subordinated Notes"), to (i) fund the Company's repurchase obligations, if any,
in connection with its Notes, or (ii) to finance or refinance acquisitions of
the Company. In February 1999, the Company issued $18.1 million of its Senior
Subordinated Notes to fund the purchase of ICL, Calgary, repurchase obligations
and related fees of $11.4 million, $5.6 million and $1.1 million, respectively.
In August 1999, the Company issued the remaining $1.9 million to partially fund
the acquisition of CAC. Issuance costs associated with the new Credit Agreement
and the Senior Subordinated Notes paid during fiscal 1999 and 2000 were $7.6
million and $500,000, respectively.

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




                                       49
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



7.       Debt (continued)

In connection  with the Money Mart  acquisition  in November  1996,  the Company
established an overdraft  credit facility to fund peak working capital needs for
its Canadian  operations.  The overdraft  credit  facility,  which has no stated
maturity date,  provides for a commitment of up to approximately $4.8 million of
which $1.7  million and $2.5 million  were  outstanding  as of June 30, 1999 and
2000,  respectively.  Amounts  outstanding  under the facility  bear interest at
Canadian  prime  plus 0.50% and are  secured by the pledge of a cash  collateral
account of an equivalent  balance.  The Company's United Kingdom operations also
has an overdraft  facility that bears  interest at 1.00% over the lending bank's
base rate and which provides for a commitment of  approximately  $7.6 million of
which $0.0 and $4.6  million  was  outstanding  as of June 30, 1999 and June 30,
2000, respectively.  The overdraft facility is secured by an $8.0 million Letter
of Credit issued by Wells Fargo Bank under the Revolving Credit Facility.

The Company's  indebtedness included a seller-subordinated  note of $2.6 million
at June 30,  1999 from a  previous  acquisition.  The  Company  was  seeking  to
restructure its obligations  under the original  subordinated note issued to the
seller as part of the acquisition  and had ceased making  principal and interest
payments.  In May 2000, the Company  entered into a Stipulation of Settlement in
the  matter.  The parties  agreed to release  each other from all claims and the
Company's accrual was adequate to cover the settlement amount.

The fair market value of the company's fixed rate debt at June 30, 1999 and 2000
was approximately $108,098,100 and $105,914,300,  respectively,  based on quoted
market prices.

Interest of  $12,538,000,  and $18,031,000 was paid for the years ended June 30,
1999 and 2000, respectively.




                                       50
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



8. Income Taxes

The provision for income taxes for the years ended June 30, 1998,  1999 and 2000
consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                        Year ended June 30,
                                          --------------------------------------------------
                                                1998            1999             2000
                                          --------------------------------------------------
<S>                                          <C>              <C>             <C>
Federal:
    Current.........................           $  2,989         $   (226)       $    7,048
    Deferred........................                 32              246              (540)
                                          -------------------------------------------------
                                                  3,021               20             6,508

Foreign taxes:
    Current.........................              2,172            3,669             4,797
    Deferred........................                 14               51                 -
                                          -------------------------------------------------
                                                  2,186            3,720             4,797

State:
    Current.........................                306              118               833
    Deferred........................                 25               23               (95)
                                          -------------------------------------------------
                                                    331              141               738
                                          -------------------------------------------------
                                               $  5,538         $  3,881        $   12,043
                                          =================================================
</TABLE>


The significant  components of the Company's deferred tax assets and liabilities
at June 30, 1999 and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                        June 30,
                                                           -----------------------------------
                                                                 1999             2000
                                                           -----------------------------------
<S>                                                              <C>              <C>
Deferred tax assets:
   Depreciation........................................        $    639         $    558
   Accrued compensation................................             500              820
   Reserve for store closings..........................             227              270
   Foreign tax credits.................................             230              230
   Other accrued expenses..............................               -              898
   Other...............................................              28              575
                                                           -----------------------------------
                                                                  1,624            3,351
Deferred tax liabilities:
   Amortization and other temporary differences........           1,702            2,592
                                                           -----------------------------------
Net deferred tax (liability) asset.....................        $    (78)        $    759
                                                           ===================================
</TABLE>




                                       51
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



8. Income Taxes (continued)

The Company did not record any valuation  allowances against deferred tax assets
at  June  30,  2000.  Although  realization  is  not  assured,   management  has
determined,  based on the Company's  history of earnings and its expectation for
the future,  that  taxable  income of the  Company  will more likely than not be
sufficient to fully utilize its deferred tax assets.

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

<TABLE>
<CAPTION>
                                                                      Year ended June 30,
                                                           ------------------------------------------
                                                               1998         1999          2000
                                                           ------------------------------------------

<S>                                                           <C>           <C>        <C>
Tax (benefit) provision at federal statutory rate.....        $   (441)     $    550   $  6,105
Add (deduct):
    State tax  provision, net of federal tax benefit..             147            93        655
    Foreign taxes.....................................             552         1,552      2,304
    Writedown of goodwill.............................           4,505             -          -
    US tax on foreign earnings........................               -           812      1,745
    Amortization of nondeductible intangible assets...             826           904      1,062
    Other permanent differences.......................             (51)          (30)       172
                                                           ------------------------------------------
Tax provision at effective tax rate...................        $  5,538      $  3,881   $ 12,043
                                                           ==========================================
</TABLE>


Foreign, federal and state income taxes of approximately $4,314,000,  $5,503,000
and  $12,957,000  were paid during the years ended June 30, 1998, 1999 and 2000,
respectively.




                                       52
<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 $7,837,000, $8,305,000, and
$11,034,000 for the years ended June 30, 1998, 1999 and 2000, 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
                                     ---------------

2001.............................    $     12,057
2002.............................           9,711
2003.............................           7,315
2004.............................           5,290
2005.............................           3,272
Thereafter.......................           5,715
                                     ---------------
                                     $     43,360
                                     ===============


The Company has entered into  employment  agreements  with certain key employees
which have terms of two to five years and call for aggregate minimum annual base
salaries.  The agreements  also provide for annual  incentive cash bonuses which
are primarily based on revenues and earnings from operations.

The  Company,  through  its agency  agreement  with its money  transfer  vendor,
received an advance of $3.0 million  against future  commissions.  Repayments of
$1.0 million  were made during  fiscal 1999 and 2000 with the full advance to be
repaid on or before January 31, 2001. The  outstanding  balance was $2.0 million
and $1.0 million as of June 30, 1999 and 2000, respectively.

10. Contingent Liabilities

On December 28,  1999,  the Company  entered  into a  settlement  of a purported
class-action  lawsuit which had been  commenced in February 1999. The plaintiff,
who  represents  "payday  loan"  borrowers for purposes of the  settlement,  had
alleged  violations of state and federal usury and  consumer-protection  laws by
Eagle  National  Bank (the  lender in the  plaintiff's  loan  transaction),  the
Company and others.  In entering into the settlement,  the Company  specifically
denied any  wrongdoing.  The terms of the settlement set a maximum payout to the
settlement class of $5.5 million.  The settlement was preliminarily  approved by
the court on August 10, 2000 and is  awaiting  final  court  approval,  on which
management  expects a ruling in  October  2000.  During  the year ended June 30,
2000, the Company  recorded its best  estimate,  based on the  information  then
available,  of the costs of the settlement and of legal and administrative costs
associated  with the  settlement.  The  amount of the  provision  is  subject to
revision,  and it is possible that the final cost of the settlement could differ
materially from the amount currently provided.

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

11. Contractual Agreements

The Company has  contracts  with  various  governmental  agencies  for  benefits
distribution  and retail merchant  services which  contributed 13%, 6% and 4% of
consolidated  gross  revenues for the years ended June 30, 1998,  1999 and 2000,
respectively.  The Company's  contracts with the  Commonwealth of  Pennsylvania,
which are  included in this amount,  have not  contributed  any  revenues  since
fiscal year June 30, 1998 for which these contracts





                                       53
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



11.  Contractual  Agreements (continued)

contributed 6% of total revenues.  The Company's  contract with the State of New
York  contributed  4%, 4% and 3% of revenues  for the years ended June 30, 1998,
1999 and  2000,  respectively.  Accounts  receivable  at June 30,  1999 and 2000
include  $2,711,000 and  $1,722,000,  respectively,  of amounts due from various
governmental  agencies.  The Company  does not require any  collateral  on these
receivables  nor are these  agencies  considered  a credit risk.  The  Company's
contracts  for  governmental   benefits   distribution  and  merchant   services
distribution  with state and local  governments  generally have initial terms of
five years and currently  expire on various dates through December 31, 2001. The
contracts  provide  the  governmental  agencies  the  opportunity  to extend the
contract for additional periods and contain clauses which allow the governmental
agencies to cancel the contract at any time,  subject to 30 to 60 days'  written
advance notice.

12. Credit Risk

At June 30, 1999 and 2000, the Company had twenty-three bank accounts,  in major
financial  institutions  in the aggregate  amount of $9,053,000 and  $8,417,000,
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, 1999 and 2000, the Company's Canadian subsidiary had fifteen
and thirteen bank accounts,  respectively,  totaling  $6,730,000 and $7,681,000,
respectively,  which  exceeded CDIC limits.  The United  Kingdom  banking system
provides $27,000 per customer of similar protections for certain depositors.  At
June 30, 1999 and 2000 the Company's  United  Kingdom  operations  had three and
eighty four bank accounts, respectively, totaling $15,308,000 and $725,000 which
were excluded from the Deposit  Protection  Scheme  administered  by the Deposit
Protection  Board.  These financial  institutions have strong credit ratings and
management believes credit risk relating to these deposits is minimal.

The Company acts as an agent for a bank in administering a consumer loan program
through certain of the Company's store  locations.  The loans offered under this
program  generally  have a two or  four-week  maturity  and are  referred  to as
"payday loans." Under this program,  the Company earns origination and servicing
fees. The bank  originated or extended  approximately  $115.5 million and $210.5
million of loans through the Company's  locations  during the fiscal years ended
June 30, 1999 and 2000,  respectively.  The  Company's  agreement  with the bank
contains a provision  which  permits the bank to establish a reserve for losses.
The reserve results in a reduction of the Company's origination fees.

13. Loss on Store Closings and Sales

During the  fiscal  years  ended  June 30,  2000 and 1999,  the  Company  had no
material charges  recorded  related to store closures.  During fiscal year ended
June 30,  1998,  the Company  decided to sell all of its stores in Michigan  and
sell or close five locations in Southern  California  whose primary business was
to provide  services for the  distribution of public  assistance  benefits under
existing contracts with state and local municipalities. As a result of declining
caseloads and increasing  costs,  the Company  determined  that these  locations
could not provide  acceptable levels of  profitability.  The Company also closed
five  kiosks  in  Texas  due to  contractual  requirements  with  the  Southland
Corporation.  Included in the accompanying consolidated statements of operations
for the year ended June 30, 1998, are revenues of $733,000 and store expenses of
$710,000  related to these  stores.  The loss related to the sale and closure of
these stores was not material.





                                       54
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



14. 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>
<CAPTION>
                                                    United                         United
                     1998                           States          Canada        Kingdom        Total
                                                ------------------------------------------------------------

<S>                                                   <C>             <C>             <C>        <C>
Sales to unaffiliated customers                       $  86,304       $  24,881       $    -     $  111,185
Interest revenue                                            127               1            -            128
Interest expense                                          9,107           3,966            -         13,073
Depreciation and amortization                             4,981           1,813            -          6,794
(Loss) income before income taxes and
    extraordinary items                                  (3,925)          2,666            -         (1,259)
Income tax provision                                      3,352           2,186            -          5,538


                     1999

Identifiable assets                                     120,235          56,177       27,297        203,709
Sales to unaffiliated customers                          89,785          29,156        2,038        120,979
Interest revenue                                             38              13           15             66
Interest expense                                         12,595           3,562          310         16,467
Depreciation and amortization                             5,985           1,774          174          7,933
(Loss) income  before income taxes and
    extraordinary item                                   (4,033)          5,655           (5)         1,617
Income tax provision                                        161           3,625           95          3,881
Extraordinary loss on debt extinguishment                   (85)              -            -            (85)
Recapitalization costs
    and other non-recurring items                         9,883               -            -          9,883


                     2000
Identifiable assets                                     133,887          70,477       55,350        259,714
Sales to unaffiliated customers                         102,073          39,897       23,783        165,753
Interest revenue                                            287              54           33            374
Interest expense                                         11,717           3,913        2,235         17,865
Depreciation and amortization                             6,983           2,392        2,492         11,867
Income before income taxes                                9,796           6,738          909         17,443
Income tax provision                                      7,246           4,103          694         12,043
Recapitalization costs
    and other non-recurring items                         1,345             133            -          1,478
</TABLE>


15. Related Party Transactions

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

During  fiscal  1998  and  prior  years  the  Company  capitalized  expenditures
aggregating $913,000 on behalf of certain then existing shareholders of Holdings
related to the initial  activities of a company  expected to be formed ("NEWCO")
by  these  certain   Holdings'   shareholders.   Pursuant  to  a  Memorandum  of
Understanding  between  the Company and these  certain  Holdings'  shareholders,
these expenditures would have been converted into shares of





                                       55
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



15. Related Party Transactions (continued)

common  stock of NEWCO on a basis  pari  passu  with the  investment  by NEWCO's
equity investors,  which were to include these certain shareholders.  During the
year ended June 30, 1998, it was  determined  that NEWCO would not be formed and
the  Company  recognized  $913,000 in expense in the  accompanying  consolidated
statement  of  operations  for the year ended  June 30,  1998.  Such  expense is
included in corporate  expenses in the  accompanying  consolidated  statement of
operations.

16. Subsidiary Guarantor Financial Information

As discussed in Note 7, the Company's payment obligations under the Senior Notes
are jointly and severally guaranteed on a full and unconditional basis by all of
the  Company's  existing  and  future  subsidiaries  (the   "Guarantors").   The
subsidiaries'  guarantees  rank pari passu in right of payment with all existing
and future senior  indebtedness of the Guarantors,  including the obligations of
the  Guarantors  under the Revolving  Credit  Facility and any successor  credit
facility.  Pursuant  to the Senior  Notes or Senior  Subordinated  Notes,  every
direct and indirect  subsidiary  of the Company,  each of which is wholly owned,
serves as a guarantor of the Senior Notes.

There are no restrictions on the Company's and the Guarantors' ability to obtain
funds  from  their  subsidiaries  by  dividend  or by loan.  Separate  financial
statements of each  Guarantor  have not been  presented  because  management has
determined that they would not be material to investors. The accompanying tables
set forth the condensed  consolidating  balance sheet at June 30, 2000,  and the
consolidating  statements of operations and cash flows for the fiscal year ended
June 30, 2000 of the  Company (on a  parent-company  basis),  combined  domestic
Guarantors, combined foreign subsidiaries and the consolidated Company.





                                       56
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



16. Subsidiary Guarantor Financial Information (continued)

                                                    Consolidating Balance Sheets

                                                           June 30, 2000

                                                           (In thousands)

<TABLE>
<CAPTION>
                                                 Dollar         Domestic        Foreign
                                                Financial      Subsidiary      Subsidiary
                                               Group, Inc.     Guarantors      Guarantors     Eliminations     Consolidated
                                             ---------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>              <C>            <C>
Assets
Cash and cash equivalents...................   $      2,512    $     39,268    $    31,508      $       -       $   73,288
Accounts receivable.........................         11,592           4,010          7,940        (10,408)          13,134
Income taxes receivable.....................            965             445              -         (1,410)              -
Prepaid expenses............................            540           1,594          3,527              -            5,661
Deferred income taxes.......................            697              62              -              -              759
Notes receivable--officers..................          2,920               -              -              -            2,920
Due from affiliates.........................         96,270               -              -        (96,270)              -
Due from parent.............................            878               -              -              -              878
Property and equipment, net.................          4,873           8,787          9,965              -           23,625
Goodwill and other intangibles, net.........              -          56,448         71,667              -          128,115
Debt issuance costs, net....................          8,446               -              -              -            8,446
Investment in subsidiaries..................         92,612           7,370          6,291       (106,273)              -
Other.......................................            995             673          1,220              -            2,888
                                             ---------------------------------------------------------------------------------
                                               $    223,300    $    118,657    $   132,118      $(214,361)      $  259,714
                                             =================================================================================

Liabilities and shareholder's equity
Accounts payable............................   $          -    $      8,816    $     7,515      $       -       $   16,331
Income taxes payable........................              -               1          2,012         (1,410)             603
Advance from money transfer agent...........          1,000               -              -              -            1,000
Accrued expenses............................          5,925           2,038         13,466              -           21,429
Accrued interest payable....................          1,597               -         10,421        (10,408)           1,610
Due to affiliates...........................              -          34,330         61,940        (96,270)              -
Revolving credit facilities.................         42,500               -          7,078              -           49,578
10 7/8% Senior Notes due 2006...............        109,190               -              -              -          109,190
Long-term debt and subordinated
   notes payable............................         20,000               -            378              -           20,378
                                             ---------------------------------------------------------------------------------
                                                    180,212          45,185        102,810       (108,088)         220,119

Shareholder's equity:
   Common stock.............................              -               -              -                               -
   Additional paid-in capital...............         50,957          40,064         24,458        (64,522)          50,957
   (Accumulated deficit) retained earnings .         (5,824)         35,784          5,967        (41,751)          (5,824)
   Accumulated other comprehensive loss.....         (2,045)         (2,376)        (1,117)             -           (5,538)
                                             ---------------------------------------------------------------------------------
Total shareholder's equity..................         43,088          73,472         29,308       (106,273)          39,595
                                             ---------------------------------------------------------------------------------
                                               $    223,300    $    118,657    $   132,118      $(214,361)      $  259,714
                                             =================================================================================
</TABLE>



                                       57
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



16. Subsidiary Guarantor Financial Information (continued)

                                          Consolidating Statements of Operations

                                               Year ended June 30, 2000

                                                    (In thousands)

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

<S>                                                <C>            <C>              <C>               <C>           <C>
Revenues                                           $          -   $    102,073     $   63,680      $      -      $ 165,753
Store and regional expenses:
   Salaries and benefits..................                    -         29,832         17,226             -         47,058
   Occupancy..............................                    -          7,920          4,880             -         12,800
   Depreciation...........................                    -          2,302          2,381             -          4,683
   Other..................................                    -         23,321         13,182             -         36,503
                                                 ------------------------------------------------------------------------------
Total store and regional expenses.........                    -         63,375         37,669             -        101,044

Corporate expenses........................               14,732              -          6,132             -         20,864
Management fee............................              (18,284)        14,831          3,453             -              -
Loss on store closings and sales..........                  156              -             93             -            249
Goodwill amortization.....................                    -          3,592          1,972             -          5,564
Other depreciation and amortization.......                  861            239            520             -          1,620
Interest expense..........................                7,913          3,517          6,061             -         17,491
Recapitalization costs and other
  non-recurring items.....................                3,140         (1,795)           133             -          1,478
                                                 ------------------------------------------------------------------------------

(Loss) income before income taxes ........               (8,518)        18,314          7,647             -         17,443
Income taxes provision ...................                6,573            673          4,797             -         12,043
                                                 ------------------------------------------------------------------------------

(Loss) income before equity in net income
 of subsidiaries..........................              (15,091)        17,641          2,850             -          5,400
Equity in net income of subsidiaries:
   Domestic subsidiary guarantors.........               17,641              -              -       (17,641)             -
   Foreign subsidiary guarantors..........                2,850              -              -        (2,850)             -
                                                 ------------------------------------------------------------------------------
Net income  ..............................         $      5,400   $     17,641     $    2,850      $(20,491)     $   5,400
                                                 ==============================================================================
</TABLE>



                                       58
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



16. Subsidiary Guarantor Financial Information (continued)

                                          Consolidating Statements of Cash Flows
                                               Year ended June 30, 2000
                                                   (In thousands)

<TABLE>
<CAPTION>
                                                         Dollar         Domestic       Foreign
                                                        Financial      Subsidiary     Subsidiary
                                                       Group, Inc.     Guarantors     Guarantors   Eliminations    Consolidated
                                                      ----------------------------------------------------------------------------
<S>                                                    <C>          <C>               <C>          <C>           <C>
Cash flows from operating activities
Net income..........................................    $ 5,400      $ 17,641         $  2,850      $ (20,491)     $   5,400
Adjustments to reconcile net income to net cash
  (used in) provided by operating activities:
     Undistributed income of subsidiaries...........    (20,491)            -                -         20,491              -
     Distributed income of subsidiaries.............      6,550        (6,550)               -              -              -
     Depreciation and amortization..................      2,247         6,118            4,755              -         13,120
     Loss on store closings and sales...............        156             -               93              -            249
     Noncash recapitalization costs.................      1,795        (1,795)             133              -            133
     Deferred tax provision.........................       (775)          (62)               -              -           (837)
     Changes in assets and liabilities (net
       of effect of acquisitions):
         (Increase) decrease in accounts receivable
                  and income taxes receivable.......     (2,299)          317           (1,674)         3,239           (417)
         Increase in prepaid expenses and other.....       (357)         (523)          (1,880)             -         (2,760)
         Increase (decrease) in accounts payable,
           income taxes payable, accrued
           expenses and accrued interest payable....      2,084        (1,935)           4,994         (3,239)         1,904
                                                      ----------------------------------------------------------------------------

Net cash (used in) provided by operating
 activities.........................................     (5,690)       13,211            9,271              -         16,792

Cash flows from investing activities:
Acquisitions, net of cash acquired..................          -        (4,001)         (26,585)             -        (30,586)
Additions to property and equipment.................     (3,582)       (4,462)          (5,896)             -        (13,940)
Net decrease in due from affiliates.................    (22,260)       (7,370)               -         29,630              -
                                                      ----------------------------------------------------------------------------

Net cash used in investing activities...............    (25,842)      (15,833)         (32,481)        29,630        (44,526)

Cash flows from financing activities
Other debt payments.................................          -            (3)          (1,017)             -         (1,020)
Repayment of advance from money transfer agent......     (1,000)            -                -              -         (1,000)
Net increase in revolving credit facilities.........     32,000             -            5,416              -         37,416
Proceeds from long term debt........................      1,893             -                -              -          1,893
Payment of debt issuance costs......................       (463)            -                -              -           (463)
Advances to officers................................        (64)            -                -              -            (64)
Net (decrease) increase in due to affiliates........     (1,456)       12,837           16,793        (29,630)        (1,456)
                                                      ----------------------------------------------------------------------------

Net cash provided by financing activities...........     30,910        12,834           21,192        (29,630)        35,306

Effect of exchange rate changes on cash
   and cash equivalents.............................          -             -              (66)             -            (66)
                                                      ----------------------------------------------------------------------------

Net (decrease) increase in cash and cash
   equivalents......................................       (622)       10,212           (2,084)             -          7,506
Cash and cash equivalents at beginning of year......      3,134        29,056           33,592              -         65,782
                                                      ----------------------------------------------------------------------------
Cash and cash equivalents at end of year............    $ 2,512      $ 39,268         $ 31,508     $        -     $   73,288
                                                      ============================================================================
</TABLE>


                                       59
<PAGE>


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

None.


                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Officers

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

<TABLE>
<CAPTION>
                Name                   Age                              Position

<S>                                     <C>    <C>
Jeffrey Weiss......................     57     Chairman of the Board of Directors, and Chief Executive
                                                 Officer
Donald Gayhardt....................     36     President, Director
Richard Dorfman....................     56     Executive Vice President, Chief Financial Officer,
                                                 Secretary, Director and Treasurer
Leonard Green......................     66     Director
Jonathan Sokoloff..................     43     Director
Greg Annick........................     36     Director
Muneer Satter......................     40     Director
</TABLE>

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

<TABLE>
<CAPTION>
                Name                   Age                              Position

<S>                                     <C>    <C>
Jeffrey Weiss......................     57     Chairman of the Board of Directors and
                                                 Chief Executive Officer
Donald Gayhardt....................     36     President
Richard Dorfman....................     56     Executive Vice President and Chief Financial Officer
Bernard Flaherty...................     50     Senior Vice President and Chief Operating Officer
Peter Sokolowski...................     39     Vice President--Finance
</TABLE>


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

Donald Gayhardt has served as President of DFG and Holdings since December 1998.
He also served as Executive  Vice President and Chief  Financial  Officer of DFG
and Holdings  from1992 to 1997.  Prior to joining the company,  Mr. Gayhardt was
employed  by Bear  Stearns  from 1988 to 1993,  most  recently  as an  Associate
Director  in  the   Principal   Activities   Group,   where  he  had   oversight
responsibility  for the  financial  and  accounting  functions  at a  number  of
manufacturing, distribution and retailing firms, including DFG. Prior to joining
Bear  Stearns,  Mr.  Gayhardt  held  positions  in the mergers and  acquisitions
advisory and accounting fields.

Richard  Dorfman has served as  Executive  Vice  President  and Chief  Financial
Officer since July 1997.  Prior to joining the Company,  Mr.  Dorfman  served as
Chief Financial Officer of American  Appliance for eight years. Prior to joining
American  Appliance,  Mr.  Dorfman had twenty years of  experience  in financial
management within the retail industry.

                                       60
<PAGE>


Bernard Flaherty joined DFG in May 1995 as Vice President--Store Operations. Mr.
Flaherty's 25 years of multi-unit retail experience includes both operations and
marketing responsibilities. Prior to joining the Company, Mr. Flaherty served as
Vice President of Sales/Marketing for Coastal Mart, Inc. for two years. Prior to
that,  Mr.  Flaherty  had  an  extensive   20-year  career  with  The  Southland
Corporation.

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

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

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

Greg Annick has been a director of Holdings  since December 1998. He has been an
executive  officer of LGP, a merchant  banking firm that manages GEI,  since the
formation of LGP and GEI in 1994. He joined a merchant  banking firm  affiliated
with LGP as an  associate  in 1989,  became a principal  in 1993,  and through a
corporation  became a partner  in 1994.  From 1988 to 1989,  Mr.  Annick  was an
associate  with the merchant  banking  firm of Gibbons,  Green,  van  Amerongen.
Before that time, Mr. Annick was a financial analyst in mergers and acquisitions
with  Goldman,  Sachs & Co.  Mr.  Annick is also a director  of several  private
companies.

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



                                       61
<PAGE>



Item 11. EXECUTIVE COMPENSATION

The following table sets forth  information  with respect to the compensation of
the Chief  Executive  Officer  and each of the other  executive  officers of the
Company  who had annual  compensation  in fiscal year 2000 in excess of $100,000
(the "Named Executive Officers"):

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                       Long-Term
                                                                                     Compensation
                                                  Annual Compensation                   Awards
                                     ---------------------------------------------------------------
                                                                                      Securities
         Name and                                                   Other Annual      Underlying       All Other
    Principal Position        Year      Salary         Bonus        Compensation    Options (#) (2)   Compensation
---------------------------------------------------------------------------------------------------------------------

<S>                            <C>     <C>           <C>            <C>                  <C>        <C>
Jeffrey Weiss...............   2000    $500,000      $700,000       $170,601(1)             -       $      5,288
   Chairman and                1999     575,385       715,475        367,815(4)             -          1,683,462(3)
   Chief Executive Officer     1998     400,000       400,000        105,122(1)             -              8,356

Donald Gayhardt.............   2000     225,000       270,000              -                -              4,327
   President                   1999     117,692       169,047              -              399                  -
                               1998           -             -              -                -                  -

Richard Dorfman.............   2000     202,433        55,000              -                -              3,143
   Executive Vice President    1999     183,846        80,000              -               40              3,196
   and Chief Financial         1998     156,116        25,000              -              200              6,500
   Officer

Bernard Flaherty............   2000     167,919             -              -                -              4,290
   Senior Vice President and   1999     153,462        67,005              -               40              3,576
   Chief Operating Officer     1998     140,000        53,200              -              100              4,758
</TABLE>







[FN]
(1)  During the years ended June 30, 2000 and 1998,  amounts include $64,618 and
     $43,224,  respectively,  paid for life insurance premiums on policies where
     the Company was not the named  beneficiary.  Perquisites and other personal
     benefits  provided to each other Named Executive Officer did not exceed the
     lesser of  $50,000  or 10% of the  total  salary  and bonus for such  Named
     Executive Officer.
(2)  The amounts  shown in this column  represent  stock options with respect to
     shares of Holdings' common stock which were issued in each fiscal year.
(3)  Amount  represents a fee paid to the named  executive in connection with
     the Merger and Recapitalization of Holdings.
(4)  For 1999,  amount includes  $200,000 for a loan to the named executive
     where the  Company has waived  repayment.  During the year ended June 30,
     1999, life insurance premiums did not exceed 25% of other annual
     compensation.
</FN>

The  following  table  sets forth  information  concerning  options to  purchase
Holdings'  common stock held by each of the Named  Executive  Officers as of the
fiscal year ended June 30, 2000.




                                       62
<PAGE>



                    Option/SAR Grants in Last Fiscal Year (1)




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




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

<TABLE>
<CAPTION>
                         Shares                      Number of Securities          Value of Unexercised
                        Acquired       Value        Underlying Unexercised        In-the-Money Options at
Name                  on Exercise    Realized     Options at Fiscal Year End        Fiscal Year End (1)
----
                      ---------------------------------------------------------------------------------------
                                                   Exercisable/Unexercisable     Exercisable/Unexercisable
<S>                           <C>   <C>                       <C>                          <C>
Jeffrey Weiss......           0     $         0               0/0                          $0/$0
Donald Gayhardt....           0               0             123/276                        $0/$0
Richard Dorfman....           0               0              8/32                          $0/$0
Bernard Flaherty...           0               0              8/32                          $0/$0
</TABLE>


[FN]
 (1) An assumed fair market value of $3,225 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 price  received  in the most
     recent equity transaction among shareholders.
</FN>




                                       63
<PAGE>



Employment Agreements

Jeffrey Weiss

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

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

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

Donald Gayhardt

Mr.  Gayhardt,  President  of  Holdings  and DFG,  is  employed  pursuant  to an
Employment  Agreement (the "Gayhardt  Agreement") dated as of December 18, 1998,
between Mr.  Gayhardt,  DFG, and Holdings (DFG and Holdings  being  collectively
referred to herein as the "Employer").  The Gayhardt  Agreement  provides for an
annual base salary of $225,000,  to be reviewed bi-annually and may be increased
at the  discretion  of the Board of  Directors of  Holdings.  In  addition,  Mr.
Gayhardt  is  eligible to receive an annual  bonus and  incentive  compensation,
contingent  upon the  Employer  achieving  100% of its  targeted  results  (with
certain  adjustments to the extent the Employer  achieves results short of or in
excess of its targeted  results).  The total  compensation  paid or caused to be
paid to Mr. Gayhardt with respect to any fiscal year, including salary,  bonuses
and annual  incentive  compensation  shall not exceed  $495,000.  Under  certain
circumstances,  Mr. Gayhardt is entitled to a severance  payment in an amount up
to one year's  base  salary  plus the pro rated  portion  of any bonus  payments
earned.

The Gayhardt Agreement also provides for a two-year term, commencing on December
18, 1998, unless it is otherwise  terminated pursuant to its terms. Mr. Gayhardt
is eligible  to  participate  in all fringe  benefit  programs  of the  Employer
offered from time to time to its senior  management  employees.  Pursuant to the
Gayhardt  Agreement,  Mr.  Gayhardt  was  granted  options to purchase up to two
percent (2%) of the Class A Common Stock of Holdings and such options shall vest
over a five (5) year period in equal monthly installments.

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

Richard Dorfman

Mr. Dorfman,  Executive Vice President and Chief  Financial  Officer of Holdings
and  DFG,  is  employed  pursuant  to  an  Employment  Agreement  (the  "Dorfman
Agreement") dated as of July 21, 1997, between Mr. Dorfman and the Employer. The
Dorfman Agreement provides for an annual base salary of $165,000, to be adjusted
upward annually at the discretion of DFG. In addition, Mr. Dorfman was eligible


                                       64
<PAGE>

to receive an annual  bonus in an amount  equal to $25,000  with  respect to the
fiscal year ending June 30, 1998,  in an amount equal to $35,000 with respect to
the fiscal year ending June 30,  1999,  and in an amount  equal to $45,000  with
respect to the fiscal year ending June 30,  2000,  contingent  upon the Employer
achieving 100% of its targeted  results (with certain  adjustments to the extent
the Employer  achieves  results short of or in excess of its targeted  results).
Under  certain  circumstances,  Mr.  Dorfman  is  entitled  to the  payment of a
severance benefit equal to the sum of one year's base salary.

The Dorfman  Agreement  also provides for a four-year  term,  terminating on the
fourth  anniversary  of the date of the  Employment  Agreement.  Pursuant to the
Dorfman Agreement, Mr. Dorfman was granted nonqualified options to acquire up to
200 shares of Holdings'  common stock which were  exercised in fiscal year 1999.
Mr. Dorfman is eligible to  participate  in all fringe  benefit  programs of the
Employer offered from time to time to its senior management employees.

Pursuant to the Dorfman  Agreement,  Mr.  Dorfman has agreed that effective upon
termination,  and in consideration  for the payment of a severance  benefit,  he
will not compete with the Employer  within the United States for a period of two
years.





                                       65
<PAGE>



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

The  following  table  sets  forth as of June 30,  2000 the  number of shares of
Holdings'  common  stock  owned  beneficially  by (a)  each  person  that is the
beneficial  owner of more than 5% of Holdings'  common stock,  (b) all directors
and  nominees,  (c) the Named  Executive  Officers,  and (d) all  directors  and
executive  officers as a group.  The address of each officer and director is c/o
the Company unless otherwise  indicated.  As of such date, there were a total of
19,864.93 shares of Holdings' common stock outstanding.

<TABLE>
<CAPTION>
                          Beneficial Owner                                Number      Percent
                          ----------------                              -----------   -------
<S>                                                                      <C>           <C>
Green Equity Investors II, L.P. .............................            13,014.94     64.74%
    11111 Santa Monica Boulevard
    Los Angeles, California  90025
Jeffrey Weiss................................................             3,058.99     15.22
GS Mezzanine Partners, L.P. and
     GS Mezzanine Partners Offshore, L.P. and associates.....             2,150.45     10.70
    85 Broad Street
    New York, New York  10004
Donald Gayhardt (1) .........................................               287.59      1.04
Richard Dorfman (2)..........................................               114.71      0.57
Bernard Flaherty (2).........................................               114.30      0.57
All directors and officers as a group (5 persons) (3)........             3,633.94     18.08
</TABLE>


[FN]
(1) Includes  options to purchase 123.03 shares of Holdings'  common stock which
    are currently exercisable.
(2) Includes  options to purchase 8 shares of  Holdings'  common stock which are
    currently exercisable.
(3) Includes  options to purchase 144.03 shares of Holdings'  common stock which
    are currently exercisable.
</FN>


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement

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

Transfer Restrictions

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

                                       66
<PAGE>

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

Tag-Along and First Option Rights

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

Repurchase of Shares

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

Registration Rights

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

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

Additional Shareholder Rights

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

Grant of Proxy

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

                                       67
<PAGE>






Loan to an Officer/Director

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

Management Agreement

Pursuant to the terms of a Management  Services  Agreement  among the Purchaser,
Holdings  and the Company,  Holdings  has agreed to pay the  Purchaser an annual
management  fee equal to 1.6% of the  total sum  invested  by the  Purchaser  in
Holdings.




                                       68
<PAGE>



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

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

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

<TABLE>
<CAPTION>
Dollar Financial Group, Inc.                                                                        Page
                                                                                                  ---------

<S>                                                                                                  <C>
Report of Independent Auditors................................................................       35
Consolidated Balance Sheets, June 30, 1999 and 2000...........................................       36
Consolidated Statements of Operations, years ended June 30, 1998, 1999 and 2000...............       37
Consolidated Statements of Shareholder's Equity, years ended June 30, 1998, 1999 and 2000.....       38
Consolidated Statements of Cash Flows, years ended June 30, 1998, 1999 and 2000...............       39
Notes to Consolidated Financial Statements....................................................       40
</TABLE>


All 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.]




                                       69
<PAGE>




<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document

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



                                       70
<PAGE>




<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document
<S>              <C>
     (k)(i)      Articles of Incorporation of Check Mart of Washington, D.C., Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (l)(i)      Articles of Incorporation of Check Mart of Wisconsin, Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (m)(I)      Certificate of Incorporation of DFG Warehousing Co., Inc. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (n)(i)      Articles of Incorporation of Dollar Financial Insurance Corp. (Incorporated by reference
                    to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (o)(i)      Certificate of Incorporation of Dollar Insurance Administration Corp. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (p)(i)      Articles of Incorporation of Financial Exchange Company of Michigan, Inc. (Incorporated
                    by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (p)(ii)     Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company
                    of Michigan, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (q)(i)      Articles of Incorporation of Financial Exchange Company of Ohio, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (q)(ii)     Certificate of Amendment by Incorporator (Incorporated by reference to Exhibit 3.1 to
                    the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                    March 11, 1997)
     (q)(iii)    Certificate of Amendment (by Shareholders) (Incorporated by reference to Exhibit 3.1
                    to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
     (r)(i)      Certificate of Incorporation of Financial Exchange Company of Pennsylvania, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (r)(ii)     Amendment "1" to Certificate of Incorporation of Financial Exchange Company of
                    Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (r)(iii)    Amendment "2" to Certificate of Incorporation of Financial Exchange Company of
                    Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Statement on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (s)(i)      Certificate of Incorporation of Financial Exchange Company of Pittsburgh, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (t)(i)      Certificate of Incorporation of Financial Exchange Company of Virginia, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (u)(i)      Articles of Incorporation of L.M.S. Development Corporation (Incorporated by reference
                    to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
</TABLE>



                                       71
<PAGE>




<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document
<S>              <C>
     (v)(i)      Articles of Incorporation of Monetary Management Corp. (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (w)(I)      Certificate of Incorporation of Monetary Management Corporation of Pennsylvania, Inc.
                    (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement on Form S-4
                    (Registration #333-18221) declared effective March 11, 1997)
     (x)(i)      Articles of Incorporation of Monetary Management of California, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (y)(i)      Articles of Incorporation of Monetary Management of Maryland, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (z)(i)      Certificate of Incorporation of Monetary Management of New York, Inc. (Incorporated by
                    reference to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration
                    #333-18221) declared effective March 11, 1997)
     (aa)(I)     Articles of Incorporation of Pacific Ring Enterprises, Inc. (Incorporated by reference
                    to Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (bb)(i)     Limited Partnership Certificate and Agreement of U.S. Check Exchange Limited
                    Partnership (Incorporated by reference to Exhibit 3.1 to the Registrant's Statement
                    on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
     (bb)(ii)    First Amendment to Certificate and Agreement of Limited Partnership of U.S. Check
                    Exchange Limited Partnership (Incorporated by reference to Exhibit 3.1 to the
                    Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                    11, 1997)
     (bb)(iii)   Second Amendment Certificate of Limited Partnership (Incorporated by reference to
                    Exhibit 3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                    declared effective March 11, 1997)
     (cc)(I)     Articles of Incorporation of QTV Holdings, Inc. (Incorporated by reference to Exhibit
                    3.1 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                    effective March 11, 1997)
3.2  (a)(i)      Bylaws of Dollar Financial Group, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (b)(i)      Bylaws of Albuquerque Investments, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (c)(i)      Bylaws of Any Kind Check Cashing Centers, Inc. (Incorporated by reference to Exhibit 3.2
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (d)(i)      Bylaws of Check Mart of Louisiana, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (e)(i)      Bylaws of Check Mart of New Jersey, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (f)(i)      Bylaws of Check Mart of New Mexico, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (g)(i)      Bylaws of Check Mart of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.2 to
                   the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (h)(i)      Bylaws of Check Mart of Texas, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (i)(i)      Bylaws of Check Mart of Utah, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (j)(i)      Bylaws of Check Mart of Washington, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (k)(i)      Bylaws of Check Mart of Washington, D.C., Inc. (Incorporated by reference to Exhibit 3.2
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
</TABLE>

                                       72
<PAGE>

<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document
<S>             <C>
     (l)(i)     Bylaws of Check Mart of Wisconsin, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (m)(i)     Bylaws of DFG Warehousing Co., Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (n)(i)     Bylaws of Dollar Financial Insurance Corp. (Incorporated by reference to Exhibit 3.2 to
                   the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (o)(i)     Bylaws of Dollar Insurance Administration Corp. (Incorporated by reference to Exhibit 3.2
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (p)(i)     Bylaws of Financial Exchange Company of Michigan, Inc. (Incorporated by reference to
                   Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                   declared effective March 11, 1997)
     (q)(i)     Code of Regulations of Financial Exchange Company of Ohio, Inc. (Incorporated by
                   reference to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration
                   #333-18221) declared effective March 11, 1997)
     (r)(i)     Bylaws of Financial Exchange Company of Pennsylvania, Inc. (Incorporated by reference to
                   Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                   declared effective March 11, 1997)
     (s)(i)     Bylaws of Financial Exchange Company of Pittsburgh, Inc. (Incorporated by reference to
                   Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                   declared effective March 11, 1997)
     (t)(i)     Bylaws of Financial Exchange Company of Virginia, Inc. (Incorporated by reference to
                   Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                   declared effective March 11, 1997)
     (u)(i)     Bylaws of L.M.S. Development Corporation (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (v)(i)     Bylaws of Monetary Management Corp. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (w)(i)     Bylaws of Monetary Management Corporation of Pennsylvania, Inc. (Incorporated by
                   reference to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration
                   #333-18221) declared effective March 11, 1997)
     (x)(i)     Bylaws of Monetary Management of California, Inc. (Incorporated by reference to Exhibit
                   3.2 to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                   effective March 11, 1997)
     (y)(i)     Bylaws of Monetary Management of Maryland, Inc. (Incorporated by reference to Exhibit 3.2
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (y)(ii)    Amended and Restated Bylaws of Monetary Management of Maryland, Inc. (Incorporated by
                   reference to Exhibit 3.2 to the Registrant's Statement on Form S-4 (Registration
                   #333-18221) declared effective March 11, 1997)
     (z)(i)     Bylaws of Monetary Management of New York, Inc. (Incorporated by reference to Exhibit 3.2
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared effective
                   March 11, 1997)
     (aa)(i)    Bylaws of Pacific Ring Enterprises, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
     (bb)(i)    Bylaws of QTV Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
4.1             Indenture, dated as of November 15, 1996, among the Company, the Guarantors, and Fleet
                   National Bank, as Trustee (Incorporated by reference to Exhibit 4.1 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
4.2             Form of Notes (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
4.3             A/B Exchange Registration Rights Agreement, dated as of November 15, 1996, by and
                   among the Company, the Guarantors, and the Initial Purchasers (Incorporated by
                   reference to Exhibit 4.3 to the Registrant's Statement on Form S-4 (Registration
                   #333-18221) declared effective March 11, 1997)
</TABLE>

                                       73
<PAGE>

<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document
<S>             <C>
10.1 (a)        Asset Purchase Agreement, dated January 9, 1995, by and among the Company,
                   Happy's Check Cashing, and Adrian Rubin (Incorporated by reference to Exhibit 10.1(a)
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                   effective March 11, 1997)
     (b)        Amendment No. 1 to the Asset Purchase Agreement, dated February 20, 1995, by and among
                   the Company, Happy's Check Cashing, Chase Money Loan, Inc., and Adrian Rubin
                   (Incorporated by reference to Exhibit 10.1(b) to the Registrant's Statement on Form
                   S-4 (Registration #333-18221) declared effective March 11, 1997)
10.2            Purchase Agreement, dated July 28, 1995, by and among Monetary Management Corporation,
                   NCCI Corporation, Larry M. Senderhauf, E. Rick Safford, and Fred T. Kampo, Jr.
                   (Incorporated by reference to Exhibit 10.2 to the Registrant's Statement on Form S-4
                   (Registration #333-18221) declared effective March 11, 1997)
10.3 (a)        Site License and Services Agreement, dated April 30, 1996, by and between the
                   Company and The Southland Corporation (Incorporated by reference to Exhibit 10.3(a)
                   to the Registrant's Statement on Form S-4 (Registration #333-18221) declared
                   effective March 11, 1997)
     (b)        Asset Purchase Agreement, dated April 30, 1996, by and between the Company and The
                   Southland Corporation (Incorporated by reference to Exhibit 10.3(b) to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
10.4            Employment Agreement, dated as of November 13, 1998, between the Company, DFG
                   Holdings, Inc., and Jeffrey Weiss (Incorporated by reference to Exhibit 10.4 to the
                   Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                   December 31, 1998)
10.5            Employment Agreement, dated as of December 18, 1998, between the Company, DFG Holdings,
                   Inc., and Donald F. Gayhardt (Incorporated by reference to Exhibit 10.5 to the
                   Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                   December 31, 1998)
10.6*           Employment Agreement, dated as of July 21, 1997 between the Company, DFG Holdings, Inc.,
                   and Richard S. Dorfman
10.7            Amended and Restated Shareholders Agreement, dated August 8, 1996, among WPG
                   Corporate Development Associates IV, L.P., WPG Corporate Development Associates IV
                   (Overseas), L.P., the individual fund shareholders signatory thereto, the GHB
                   Charitable Trust #1, Jeffrey Weiss, Donald F. Gayhardt, Pegasus Partners L.P., PAG
                   Dollar Investors, the warrant holders signatory thereto, General Electric Capital
                   Corporation, and DFG Holdings, Inc. (Incorporated by reference to Exhibit 10.7 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
10.8            Purchase Agreement, dated as of August 8, 1996, by and among the Company, DFG Holdings,
                   Inc., Any Kind Check Cashing Centers, Inc., the shareholders signatory thereto, U.S.
                   Check Exchange Limited Partnership, the limited partners signatory thereto, and George
                   H. Brimhall (Incorporated by reference to Exhibit 10.8 to the Registrant's Statement
                   on Form S-4 (Registration #333-18221) declared effective March 11, 1997)
10.9            Asset Purchase Agreement, dated August 28, 1996, by and among Financial Exchange Company
                   of Ohio, Inc., ABC Check Cashing, Inc., and the shareholder signatory thereto
                   (Incorporated by reference to Exhibit 10.9 to the Registrant's Statement on Form S-4
                   (Registration #333-18221) declared effective March 11, 1997)
10.10           Asset Purchase Agreement, dated as of October 22, 1996, by and among the Company,
                   Cash-N-Dash Check Cashing, Inc., and the shareholders signatory thereto (Incorporated
                   by reference to Exhibit 10.10 to the Registrant's Statement on Form S-4 (Registration
                   #333-18221) declared effective March 11, 1997)
10.11           Stock Purchase Agreement, dated as of October 22, 1996, by and among the Company, Manor
                   Investment Co. Inc., and the shareholders signatory thereto (Incorporated by reference
                   to Exhibit 10.11 to the Registrant's Statement on Form S-4 (Registration #333-18221)
                   declared effective March 11, 1997)
</TABLE>



                                       74
<PAGE>




<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document
<S>             <C>
10.12           Amended and Restated Purchase Agreement, dated as of October 23, 1996, by and among
                   Dollar Financial Canada Ltd., DFG Holdings, Inc., National Money Mart, Inc., and the
                   shareholders signatory thereto (Incorporated by reference to Exhibit 10.12 to the
                   Registrant's Statement on Form S-4 (Registration #333-18221) declared effective March
                   11, 1997)
10.13           Credit Agreement, dated as of December 18, 1998, among the Company, DFG Holdings,
                   Inc. the lenders from time to time party thereto, Wells Fargo Bank, National
                   Association, as administrative agent, First Union Capital Markets and Wells Fargo as
                   arrangers, First Union National Bank, as syndication agent, and U.S. Bank National
                   Association, as documentation agent (Incorporated by reference to Exhibit 10.13 to
                   the Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                   December 31, 1998)
10.14           Purchase Agreement, dated as of March 31, 1997, among Dollar Financial Group, Inc.,
                   Dollar Financial Canada, LTD., Canadian Capital Corporation, Dollar Ontario LTD. And
                   Gus E. Baril, Leslie A. Baril and the Baril Family Trust. The schedules to the
                   Purchase Agreement and the exhibits thereto have been omitted. The Company will
                   furnish supplementally to the Commission any of the schedules or exhibits upon request
10.15           DFG Holdings, Inc. Stock Incentive Plan****
10.16           Termination Agreement, dated June 30, 1997 re: Donald F. Gayhardt, Jr.****
10.17           Pledge and Security Agreement, dated as of December 18, 1998, among the Company,
                   Wells Fargo Bank, National Association, as administrative agent for itself and the
                   Lenders under the Credit Agreement (Incorporated by reference to Exhibit 10.17 to the
                   Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                   December 31, 1998)
10.18           Subordination Agreement, dated as of December 18, 1998, among the Company, DFG
                   Holdings, Inc., and Wells Fargo Bank, National Association, as administrative agent
                   for itself and the Lenders under the Credit Agreement (Incorporated by reference to
                   Exhibit 10.18 to the Registrant's Statement on Form 10Q (Registration #333-18221)
                   declared effective December 31, 1998)
10.19           Supplemental Security Agreement (Trademarks), dated as of December 18, 1998, among
                   the Company and Wells Fargo Bank, National Association, as administrative agent for
                   itself and the Lenders under the Credit Agreement (Incorporated by reference to
                   Exhibit 10.19 to the Registrant's Statement on Form 10Q (Registration #333-18221)
                   declared effective December 31, 1998)
10.20           Purchase Agreement, dated as of December 18, 1998, among the Company, GS Mezzanine
                   Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P.
                   Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., and Ares
                   Leveraged Investment Fund II, L.P., relating the the $20,000,000 aggregate principal
                   amount of 10 7/8% Senior Subordinated Notes Due 2006 (Incorporated by reference to
                   Exhibit 10.20 to the Registrant's Statement on Form 10Q (Registration #333-18221)
                   declared effective December 31, 1998)
10.21           Exchange and Registration Rights Agreement, dated as of December 18, 1998, among the
                   Company, GS Mezzanine Partners, L.P., GS Mezzanine Partners, L.P., GS Mezzanine
                   Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P.,
                   Ares Leveraged Investment Fund, L.P., and Ares Leveraged Investment Fund II, L.P.,
                   relating to the $20,000,000 aggregate principal amount of 10 7/8% Senior Subordinated
                   Notes Due 2006 (Incorporated by reference to Exhibit 10.21 to the Registrant's
                   Statement on Form 10Q (Registration #333-18221) declared effective December 31, 1998)
10.22           Secured Note, dated December 18, 1998, made by Jeffrey Weiss in favor of the Company
                   (Incorporated by reference to Exhibit 10.22 to the Registrant's Statement on Form 10Q
                   (Registration #333-18221) declared effective December 31, 1998)
10.23           Pledge Agreement, dated December 18, 1998, between the Company and Jeffrey Weiss
                   (Incorporated by reference to Exhibit 10.23 to the Registrant's Statement on Form 10Q
                   (Registration #333-18221) declared effective December 31, 1998)
</TABLE>

                                       75
<PAGE>
<TABLE>
<CAPTION>
(a)(3) Exhibits
  Exhibit No.                                     Description of Document

<S>                <C>
10.24           Agreement for the sale and purchase of shares of Instant Cash Loans, LTD. dated
                   February 10, 1999 with Dollary Financial Group, Inc., DFG Acquisition, LTD., Henry
                   Hallam, Rachel Hallam and shareholders signatory thereto (Incorporated by reference
                   to Exhibit 10.24 of the Registrant's Form 8K/A filed April 26, 1999, declared
                   effective February 25, 1999)
10.25           Purchase Agreement dated February 17, 1999 by and among National Money mart Company
                   (a subsidiary of Dollar Financial Group, Inc.), King Mortgage LTD. and Denis Wilner
                   to purchase the remaining 86.5% partnership interest in Calgary Money Mart
                   Partnership (Incorporated by reference to Exhibit 10.25 of the Registrant's Form 8K/A
                   filed April 26, 1999, declared effective February 25, 1999)
10.26           Agreement for the sale and purchase of shares in Cash A Cheque Holdings Great Britain
                   Limited between Luke Johnson and others, Dollar Financial UK Limited and Dollar
                   Financial Group, Inc. (Incorporated by referenced to Exhibit 10.26 of the
                   Registrant's Form 8K/A filed September 20, 1999, declared effective July 22, 1999)
10.27           Agreement for the sale and purchase of shares in Cash Centres Corporation Limited
                   between Edward Ford and others, Dollar Financial UK Limited and Dollar Financial
                   Group, Inc. (Incorporated by reference to Exhibit 10.27 of the Registrant's Form 8K/A
                   filed February 28, 2000, declared effective December 30, 1999)
21.1            Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the
                   Registrant's Statement on Form 10Q (Registration #333-18221) declared effective
                   December 31, 1998)




27.1            Financial Data Schedule for the fiscal year ended June 30, 2000, which is being
                   submitted electronically to the Securities and Exchange Commission for information
                   purposes only**
</TABLE>








                                       76
<PAGE>



[FN]

*      Management  contracts or  compensatory  plans or  arrangements  required
       to be filed as exhibits to this Form 10-K by Item 601 of Regulation S-K.
**     Filed herewith.
***    Filed  previously.  Portions of this agreement have been omitted pursuant
       to Rule 406 under the Securities  Act of 1933, as amended,  and have been
       filed confidentially with the Securities and Exchange Commission.
****   Filed previously.
</FN>

(b) Financial Statement Schedules

None.






                                       77
<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 28, 2000.




                                                    DOLLAR FINANCIAL GROUP, INC.


                             By:             /s/ RICHARD S. DORFMAN
                                 -----------------------------------------------
                                               Richard S. Dorfman
                                  Executive Vice President and Chief Financial
                                                     Officer



<TABLE>
<CAPTION>
                          DOLLAR FINANCIAL GROUP, INC.

             Signature                                  Title                              Date


<S>                                     <C>                                         <C>
        /s/ JEFFREY A. WEISS            Chairman of the Board of Directors,         September 28, 2000
-------------------------------------
          Jeffrey A. Weiss              President and Chief Executive Officer
                                        (principal executive officer)


       /s/ RICHARD S. DORFMAN           Executive Vice President and Chief          September 28, 2000
-------------------------------------
         Richard S. Dorfman             Financial Officer (principal financial
                                        and accounting officer)
</TABLE>



                                       78
<PAGE>