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, 2001

                                       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,
2001, 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

                            2001 Report on Form 10-K



                                     PART I

<TABLE>
<S>      <C>                                                                                            <C>
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................................    33
Item 8.   Financial Statements and Supplementary Data...............................................    34
Item 9.   Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..................................................................    58


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant........................................    58
Item 11.  Executive Compensation....................................................................    60
Item 12.  Security Ownership of Certain Beneficial Owners and Management............................    63
Item 13.  Certain Relationships and Related Transactions............................................    63


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................    66
</TABLE>




                                       3
<PAGE>



Item 1. BUSINESS

General

Dollar Financial  Group,  Inc., a New York corporation (the "Company" or "DFG"),
was  organized  in 1979  under the name  Monetary  Management  Corporation.  The
Company is a consumer  financial  services company  operating the second largest
check cashing store network in the United States and the largest such network in
Canada and the United Kingdom.  The Company provides a diverse range of consumer
financial  products  and  services   primarily   consisting  of  check  cashing,
short-term  consumer  loans,  money  orders,  money  transfers and various other
related  services.  As of June 30, 2001,  the Company has a total network of 978
stores in 17 states,  the  District of Columbia,  Canada and the United  Kingdom
including 631 Company-owned  stores with revenues for the fiscal year ended June
30, 2001 of $195.5  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, 2001 of $53.9 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: Cash A Cheque,  Cash Centres,  Fastcash,  Money Mart(R),  The Money
Shop and  Loan  Mart(R).  Through  a  relationship  with a bank,  the  Company's
subsidiary  moneymart.com(TM)  originates  short-term consumer loans through 798
independent agents in 41 states.

Industry Overview

United States

The check cashing industry in the United States is highly fragmented, consisting
of  approximately  10,000  stores  as of  January  2001,  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  conducted a national
study in 1999 which shows that the annual  cost to  maintain a regular  checking
account was $217 and the average monthly  balance  requirements to avoid regular
checking  fees was $562.  In  general,  the  findings  indicate  that banks have
increased their fees significantly on a real and inflation-adjusted basis.

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


                                       4
<PAGE>


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 243 owned and  franchised
stores accounting for 64% 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  approximately  2,000 listed check cashing locations in the
UK, only approximately 400 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.

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
service  providers  will  realize a  significant  increase  in demand  for their
products and  services.  However,  despite  these growth  dynamics,  the Company
believes that the industry is undergoing a period of consolidation.  The Company
believes  that this  consolidation  trend has resulted from a number of factors,
including;  (i) 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 customer service  representatives 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
for a federally  chartered bank to offer unsecured  short-term  loans and, where
permitted  by law,  directly  originates  such loans.  The Company also offers a
variety of ancillary products,  including photo ID, lottery tickets,  electronic
tax filing, bill payment, ATM services, photocopy and fax services.

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, 2001,  the
Company  cashed 9.4 million  checks  totaling  $3.2 billion with an average face
value of $335.  Additionally,  through its Cash `Til Payday(R) loan program, the
Company  issues  unsecured  short-term  loans up to $500.  The Company  actively
manages its customer  risk profile and  collection  efforts in order to maximize
revenues  while  maintaining  losses  within a targeted  range.  Management  has
instituted  control  mechanisms that it believes have been effective in managing
risk, including: (i) check verification procedures; (ii) customer identification
cards;  (iii)  customer  files,   including  customer  photographs,   addresses,
employment  information and transaction  history;  (iv)  point-of-sale  database
systems;  and (v)  background  checks,  among  others.  As a result,  management
believes  that the Company is unlikely to sustain a material  credit loss from a
single transaction or series of transactions.

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


                                       6
<PAGE>


differentiated  itself from its competitors by focusing on customer service. The
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 50% 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  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 1996, the Company has acquired an aggregate
of over 644  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 93 Loan Mart(R) stores in the
Seattle,  Fresno,  Tucson, Las Vegas, Denver,  Colorado Springs,  Oklahoma City,
Tulsa,  Portland  and  Phoenix  areas  and  may  develop  stores  in  additional
geographic  areas.  In  addition,  the  Company's  subsidiary  moneymart.com(TM)
originates  short-term  consumer  loans  through  798  independent  agents in 41
states.  Management  believes  that,  if  successful,  Loan  Mart(R)  stores and
moneymart.com(TM)   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, 2001, the
Company  cashed 9.4 million  checks  totaling  $3.2 billion with an average face
amount of $335. Additionally,  through its Cash `Til Payday(R) loan program, the
Company  issues  unsecured  short-term  loans up to $500.  The Company  actively
manages its customer  risk profile and  collection  efforts in order to maximize
revenues  while  maintaining  losses  within a targeted  range.  Management  has
instituted  control  mechanisms that it believes have been effective in managing
risk, including: (i) check verification procedures; (ii) customer identification
cards;  (iii)  customer  files,   including  customer  photographs,   addresses,
employment  information and transaction  history;  (iv)  point-of-sale  database
systems;  and (v)  background  checks,  among  others.  As a result,  management


                                       7
<PAGE>


believes  that the Company is unlikely to sustain a material  credit loss from a
single  transaction  or series of  transactions.  The  Company  has  experienced
relatively  low net  write-offs  as a  percentage  of the face  amount of checks
cashed.  For the fiscal year ended June 30, 2001, net write-offs as a percentage
of face amount of checks cashed were 0.26%. For fiscal year ended June 30, 2001,
loan losses as a percentage of  originations  and  extensions of the Payday Loan
Program were 1.4%.


Customers

Based upon a 2001 consumer survey conducted in several of the Company's  markets
and the Company's operating experience, the Company believes that its core check
cashing  customer group is comprised of  individuals  between the ages of 18 and
44. 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.  The  Company  believes  that  consumers  value  attention  to customer
service, and their choice of check cashing stores is influenced by the Company's
convenient locations and extended operating hours.

At the Company's Loan Mart(R) stores,  which primarily offer Cash `Til Payday(R)
short-term  consumer loans,  customers are comprised of individuals  between the
age of 18 and 49.  The  majority  of these  individuals  rent their home and are
employed in professional/managerial positions. Of these customers, approximately
62% have household  incomes  between  $15,000 and $40,000 and 16% have household
incomes greater than $50,000.

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.

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 50% 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

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,  bill
payment, ATM services, photocopy and fax services.

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


                                       8
<PAGE>


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,  2001,  check  cashing  fees  averaged
approximately 3.36% 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,
                                                      -----------------------------------------------------
                                                            1997              1998             1999
                                                      -----------------------------------------------------

<S>                                                     <C>               <C>              <C>
Face amount of checks cashed.......................     $1,878,587,000    $2,301,861,000   $2,319,847,000
Number of checks cashed............................          6,492,495         7,991,128        7,490,406
Average face amount per check......................            $289.35           $288.05          $309.71
Average fee per check..............................              $8.00             $8.80           $10.14
Average fee as a % of face amount..................              2.76%             3.05%            3.28%


                                                          For the Years Ended June 30,
                                                      -------------------------------------
                                                            2000               2001
                                                      -------------------------------------

Face amount of checks cashed.......................     $2,784,267,000    $3,150,350,000
Number of checks cashed............................          8,328,176         9,406,749
Average face amount per check......................            $334.32           $334.90
Average fee per check..............................             $11.69            $11.24
Average fee as a % of face amount..................              3.50%             3.36%
</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 2001,  approximately  70.7% 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,
                                                      --------------------------------------------------
                                                            1997              1998            1999
                                                      --------------------------------------------------

<S>                                                    <C>               <C>                <C>
Face amount of returned checks.....................    $9,618,000        $ 13,823,000       $16,607,000
Collections on returned checks.....................     6,411,000           9,908,000        12,505,000
Net write-offs of returned checks..................     3,207,000           3,915,000         4,102,000
Collections as a percentage of returned checks.....         66.7%               71.7%             75.3%
Net write-offs as a percentage of check
   cashing revenues................................          6.2%                5.6%              5.4%
Net write-offs as a percentage of face amount
   of checks cashed................................         0.17%               0.17%             0.18%

                                                         For the Years Ended June 30,
                                                      ---------------------------------
                                                           2000             2001
                                                      ---------------------------------

Face amount of returned checks.....................       $22,866,000      $27,938,000
Collections on returned checks.....................        17,097,000       19,752,000
Net write-offs of returned checks..................         5,769,000        8,186,000
Collections as a percentage of returned checks.....             74.8%            70.7%
Net write-offs as a percentage of check
   cashing revenues................................              5.9%             7.7%
Net write-offs as a percentage of face amount
   of checks cashed................................             0.21%            0.26%
</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 and two times, respectively. Under this program, the Company earns
origination and servicing  fees. The bank  originated or extended  approximately
$376 million of loans  through the  Company's  locations  during the fiscal year
ended June 30, 2001. 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 fees. Additionally, in its Canadian, United Kingdom
and certain U.S. stores,  the Company originates  unsecured  short-term loans to
customers  on its own behalf.  These loans are also made for amounts up to $500,
with  terms of 14 to 28 days  which can be  extended a maximum of four times and
two times,  respectively.  The Company  bears the entire risk of loss related to
these loans. The Company  originated or extended  approximately  $204 million of
the loans  through the  Company's  locations  during  fiscal year ended June 30,
2001. The Company had  approximately  $10 million and $6 million of loans on its
balance  sheet at June 30, 2001 and 2000,  respectively,  which is  reflected in
accounts  receivable.  Loan losses for Company  originated  loans for the fiscal
years  ended  June  30,  2001 and  2000  were  $4.4  million  and $2.3  million,
respectively, which is reflected in revenue on the statement of operations.

The Company currently operates 93 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) and
moneymart.com(TM)  customer  has,  and is required to have,  a bank  account but
experiences  temporary  shortages in cash from time to time.  By offering  these
services on a variety of  platforms,  the Company  hopes to attract  this target
customer who might not otherwise utilize check cashing services.  The first Loan
Mart(R)  stores were opened in late  September 1997 and since then an additional
88 stores  have been  opened.  These  stores  are  located in  Seattle,  Fresno,
Phoenix, Tucson, Denver, Colorado Springs,  Portland,  Tulsa, Oklahoma City, and
Las Vegas.

Other Services and Product Extensions

In addition to check  cashing and  short-term  loans,  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
electronic tax filing, bill payment, ATM services, photocopy and fax services. A
survey of the Company's  customers by an  independent  third party revealed that
over  50% of  customers  use  other  services  in  addition  to  check  cashing.
Management  believes  that  providing  these  services  helps to  implement  the
Company's  customer-driven strategy by creating a convenient "one-stop" shopping
atmosphere for its customers' financial service needs.

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 stores exchange money orders for cash and/or checks for
     a  minimal  fee,  with an  average  fee and face  amount of $0.93 and $127,
     respectively,  for the fiscal year ended June 30,  2001.  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, 2001, DFG's check cashing stores sold a total of 3.3 million money
     orders, generating total money order revenues of $3.1 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  109,000  agents in more than 186
     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, 2001, the Company  generated,  primarily at its check
     cashing stores, total wire transfer fees of $9.4 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).

During the year ended June 30, 2001, the State of New York completed a statewide
implementation  of an EBT  system.  As a  result,  the  Company's  contract  was
terminated. Management of the Company has concluded that the termination of this
contract will not have a material  adverse  effect on the  Company's  results of
operations or financial condition.


                                       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                          1997    1998    1999    2000     2001
                  -------
                                                 ------------------------------------------

CALIFORNIA
<S>                                                  <C>      <C>     <C>    <C>      <C>
Southern.................................            49       41      41     44       47
Northern.................................            73       77      79     92       95

PENNSYLVANIA
Philadelphia.............................            26       11      10     11        8
Pittsburgh...............................            11       10      10     10       11

OHIO
Cleveland................................            26       24      22     21       19
Other Ohio cities (1)....................             8        8       5      7        5

ARIZONA
Phoenix..................................            17       16      25     34       40
Tucson...................................             0        0       0      7       13

Texas....................................            28       23       3      3        3
Michigan.................................            12        0       0      0        0
Virginia.................................            14       14      14     15       16
Washington...............................             9       15      15     17       21
Utah.....................................             3        3       3      7        5
MD/DC....................................             4        4       4      4       11
New Mexico...............................             3        4       4      4        3
Louisiana................................             3        3       3      3        4
Hawaii...................................             3        3       3      3        3
Wisconsin................................             1        1       1      1        1
Colorado.................................             0        0       0      6       14
Oklahoma.................................             0        0       0      8       13
Oregon...................................             0        0       0      2        5
Nevada...................................             0        0       0      1       11
Franchised locations.....................             3        3       3      0        0

UNITED KINGDOM...........................             0        0      11    107      126
Franchised locations and check cashing
   agents................................             0        0       0    264      261
CANADA...................................            76       86     101    139      157
Franchised locations.....................            67       70      80     81       86
                                                 ------------------------------------------
Total Stores.............................           436      416     437    891      978
                                                 ==========================================

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

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  windows  available  for  customer
transactions.

Operating  hours vary by location,  but are  typically  extended and designed to
cater to those customers who, due to work schedules, cannot make use of "normal"
banking  hours.  A typical  store  operates  from 9:00 A.M. to 9:00 P.M.  during
weekdays  and  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,  customer service  representative  partitions,
alarm systems,  computers,  time-delayed safes, and other office equipment.  The
leases  relating  to  stores  that  provide  government  benefits   distribution
typically  allow for the termination of a store's lease in the event of the loss
of the 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  continuing  to  enhance a  Point-of-Sale  ("POS")  transaction
processing  system  comprised of a networked  hardware and software package with
integrated  database and  reporting  capabilities.  The POS system  provides its
stores with instantaneous  customer  information,  thereby reducing  transaction
time and improving the efficiency of the Company's credit verification  process.
The POS system also  enhances  the  Company's  ability to offer new products and
services and to improve its customer service.

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
0.8% of both  total  revenues  and face  value of checks  cashed  for the twelve
months ended June 30, 2001.

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. As of January 2001, a total of
approximately 10,000 check cashing stores were operating in the United States.

DFG, with 978 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  1,163  stores  in 34  states  as of June  30,  2001.
According to an 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 and,
where permitted by law,  directly  originates such 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>


State Regulation

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

<TABLE>
                      CURRENT CHECK CASHING FEE REGULATIONS

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

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

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

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

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

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

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


The Company  operates a total of 151 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, Utah,  Pennsylvania,
Washington and the District of Columbia, have enacted licensing requirements for
check cashing  stores.  Other states,  including  Ohio,  require the conspicuous
posting of the fees charged by each store. A number of states,  including  Ohio,
also have imposed recordkeeping  requirements while others require check cashing
stores to file fee schedules with the state.


                                       16
<PAGE>


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 ("BSA") by the
U.S. Treasury Department,  transactions  involving currency in an amount greater
than  $10,000 or the purchase of monetary  instruments  for cash in amounts from
$3,000 to $10,000 must be reported.  In general,  every  financial  institution,
including  the  Company,  must  report  each  deposit,  withdrawal,  exchange of
currency or other payment or transfer,  whether by, through, or to the financial
institution  that  involves  currency  in an amount  greater  than  $10,000.  In
addition,  multiple currency transactions must be treated as 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.

Also,  pursuant to the BSA,  non-bank  financial  institutions,  "money servicer
businesses"  ("MSB's"),  are  required  by the Money  Laundering  Act of 1994 to
register with the  Department of Treasury.  The rule  generally  applies to five
classes  of  financial  businesses.  The type of MSB  businesses  include  check
cashers and  sellers of money  orders.  Under the final  rule,  MSB's must renew
every two years.  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.

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

In the 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  check  cashing  or  "payday"  loan
industries.

Proprietary Rights

The Company has the rights to a variety of service marks relating to products or
services  it provides in its stores.  In  addition,  the Company has  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 plus 20% deductible.


                                       17
<PAGE>


Employees

As of June 30, 2001, the Company employed 2,878 persons worldwide, comprised of:
235  persons  employed  in  the  Company's  accounting,  management  information
systems,   legal,   human  resources,   treasury,   finance  and  administrative
departments  including  Canada  and the UK and  2,643  persons  employed  in the
stores,  including customer service  representatives,  store managers,  regional
supervisors, operations directors, and administrative personnel.

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

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

This  report  may  contain  certain  forward-looking  statements  regarding  the
Company's expected  performance for future periods,  and actual results for such
periods may materially differ. Such forward-looking statements involve risks and
uncertainties,  including  risks of changing  market  conditions  in the overall
economy  and  the  industry,  consumer  demand,  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, 2001,  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>
        2002                      68
        2003 - 2006              312
        2007 - 2011              200
        2012 - 2016               41
        2017 - 2021               10
                               ------
                                 631
</TABLE>



                                       19
<PAGE>



Item 3. LEGAL PROCEEDINGS

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

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

None.





                                       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 on the following page
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto and the information contained in "Item 7 - Management's Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations"  included
elsewhere in this report.  The balance sheet and statement of operations data of
the Company as of and for the years ended June 30, 1997,  1998,  1999,  2000 and
2001 have been derived from historical  consolidated financial statements of the
Company.




                                       21
<PAGE>




<TABLE>
<CAPTION>
                                                                         Year ended June 30,
                                        ---------------------------------------------------------------------------------------
                                             1997(1)            1998         1999(2), (3)        2000(4)          2001(5)
                                        ---------------------------------------------------------------------------------------
                                                            (dollars in thousands, except check cashing data)

Statement of Operations Data:
Revenues:
<S>                                        <C>              <C>               <C>             <C>               <C>
   Revenues from check cashing........     $       51,928   $       70,306    $       76,304  $       97,350    $      105,690
   Revenues from Cash `Til Payday,net.              1,471            7,448            18,559          34,787            58,367
   Revenues from money transfer fees..              3,845            5,910             6,687           7,881             9,444
   Revenues from government services..             16,141           14,311             6,753           6,375             4,282
   Other revenues.....................              9,627           13,210            12,676          19,360            17,716
                                        ---------------------------------------------------------------------------------------
Total revenues........................             83,012          111,185           120,979         165,753           195,499

Store and regional expenses:
   Salaries and benefits..............             26,817           33,670            35,329          47,058            57,453
   Occupancy..........................              7,951            9,656             9,609          12,800            16,881
   Depreciation.......................              1,446            2,018             2,227           4,683             5,829
   Other..............................             20,452           24,002            23,764          36,503            45,321
                                        ---------------------------------------------------------------------------------------
Total store and regional expenses.....             56,666           69,346            70,929         101,044           125,484

Corporate expenses....................              8,175           12,462            13,648          20,864            22,500
Loss on store closings and sales......                381               45               103             249               926
Goodwill amortization.................              2,792            3,624             4,686           5,564             4,710
Other depreciation and amortization...              1,113            1,152             1,020           1,620             1,952
Interest expense......................             10,007           12,945            16,401          17,491            20,361
Recapitalization costs and other
   non-recurring items................                  -                -            12,575           1,478                 -
Writedown of goodwill.................                  -           12,870                 -               -                 -
                                        ---------------------------------------------------------------------------------------
Income (loss) before income taxes and
   extraordinary item.................              3,878           (1,259)            1,617          17,443            19,566
Income tax provision .................              2,425            5,538             3,881          12,043            12,876
                                        ---------------------------------------------------------------------------------------
Income (loss) before extraordinary item             1,453           (6,797)           (2,264)          5,400             6,690
Extraordinary loss on debt
   extinguishment(net of income tax
   benefit of $1,042 and $45).........             (2,023)               -               (85)              -                 -
                                        ---------------------------------------------------------------------------------------
Net (loss) income ....................     $         (570)   $      (6,797)    $      (2,349)  $       5,400    $        6,690
                                        =======================================================================================

Operating and Other Data:
Adjusted EBITDA (6)...................     $       19,724   $       31,526    $       38,619  $       48,405    $       53,885
Adjusted EBITDA margin (6)............              23.8%            28.4%             31.9%           29.2%             27.6%
Net cash provided by (used in):
   Operating activities...............              9,319           18,003            15,951          16,792            16,442
   Investing activities...............           (75,674)           (4,237)          (23,471)        (44,526)          (32,365)
   Financing activities...............             99,120          (12,699)           18,269          35,306            15,602
Stores in operation at end of period..                436              416               437             891               978

Check Cashing Data:
Face amount of checks cashed..........     $1,878,587,000   $2,301,861,000    $2,319,847,000  $2,784,267,000    $3,150,350,000
Number of checks cashed...............          6,492,495        7,991,128         7,490,406       8,328,176         9,406,749
Average face amount per check cashed..            $289.35          $288.05           $309.71         $334.32           $334.90
Average fee per check.................              $8.00            $8.80            $10.14          $11.69            $11.24
Average fee as a % of face amount.....              2.76%            3.05%             3.28%           3.50%             3.36%

Balance Sheet Data (at end of period):
Cash..................................     $       55,205   $       55,501    $       65,782  $       73,288    $       72,452
Total assets..........................            185,988          165,850           203,709         259,714           276,172
Total indebtedness....................            124,991          112,675           142,166         179,146           197,136
Shareholder's equity..................             38,560           29,454            36,334          39,595            42,624



                                       22
<PAGE>




<FN>
(1)      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, 2001.
(2)      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.
(3)      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.
(4)      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 $9.7 million was
         subsequently paid based under the profit-based  earn-out agreement.  On
         November 18, 1999, the Company  acquired all of the outstanding  shares
         of  Cheques  R  Us,  Inc.   ("CRU")  and  Courtenay   Money  Mart  Ltd.
         ("Courtenay"),  which  operated  six  stores in British  Columbia.  The
         aggregate  purchase price for this acquisition was $1.2 million and was
         funded through  excess  internal cash. The excess of the purchase price
         over the fair  value  of  identifiable  net  assets  acquired  was $1.1
         million.  On  December  15,  1999,  the  Company  acquired  all  of the
         outstanding shares of Cash Centres Corporation  Limited ("CCL"),  which
         operated  five company  owned stores and 238  franchises  in the United
         Kingdom.  The aggregate  purchase price for this  acquisition  was $8.4
         million and was funded through the Company's revolving credit facility.
         The excess of the  purchase  price over the fair value of  identifiable
         net assets acquired was $7.7 million.  Additional consideration of $2.7
         million  was  subsequently  paid based  under a  profit-based  earn-out
         agreement.  On February 10, 2000, the Company 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 credit facility.  The excess of
         the  purchase  price  over the fair  value of  identifiable  net assets
         acquired was $2.4  million.  Additional  consideration  of $250,000 was
         subsequently  paid based upon a future  results of operations  earn-out
         agreement.


                                       23
<PAGE>


(5)      On August 1, 2000, the Company purchased all of the outstanding  shares
         of West Coast Chequing Centres,  LTD ("WCCC") which operated six stores
         in British Columbia.  The aggregate purchase price for this acquisition
         was $1.5  million and was funded  through  excess  internal  cash.  The
         excess price over the fair value of  identifiable  net assets  acquired
         was  $1.4   million.   On  August  7,  2000,   the  Company   purchased
         substantially  all of the  assets  of Fast `n  Friendly  Check  Cashing
         ("F&F"),  which operated 8 stores in Maryland.  The aggregate  purchase
         price for this  acquisition  was  $700,000  and was funded  through the
         Company's  revolving  credit  facility.  The excess purchase price over
         fair value of identifiable net assets acquired was $660,000. Additional
         consideration  of  $150,000  was  subsequently  paid based on a revenue
         earn-out agreement. On August 28, 2000, the Company purchased primarily
         all of the assets of Ram-Dur Enterprises, Inc., d/b/a AAA Check Cashing
         Centers  ("AAA"),  which operated five stores in Tucson,  Arizona.  The
         aggregate  purchase price for this acquisition was $1.3 million and was
         funded  through the Company's  revolving  credit  facility.  The excess
         purchase price over fair value of identifiable  net assets acquired was
         $1.2  million.  On December 5, 2000,  the Company  purchased all of the
         outstanding shares of Fastcash Ltd., ("FCL"), which operated 13 company
         owned stores and 27  franchises  in The United  Kingdom.  The aggregate
         purchase  price for this  acquisition  was $3.1  million and was funded
         through the  Company's  revolving  credit  facility.  The excess of the
         purchase price over the fair value of the identifiable  assets acquired
         was $2.7  million.  The  agreement  also  includes a maximum  potential
         contingent  payment  to the  sellers  of $2.8  million  based on future
         levels of profitability.
(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>
</TABLE>



                                       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,  short-term  consumer loans and bill payment. In
addition,  certain  Company  stores  provide  for  the  distribution  of  public
assistance  benefits and food coupons.  For the years ended June 30, 1999,  2000
and 2001, check cashing revenues as a percentage of total revenues  approximated
63.1%,  58.7%, and 54.1%,  respectively,  and Cash `Til Payday(R)  revenues as a
percentage of total revenues approximated 15.3%, 21.0% and 29.9%, 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  10,000 as of January  2001.  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                $   22.2 million
Cheques R Us, Inc.........................           6           November 1999            $    1.2 million
Cash Centres Corporation Limited..........         243 (1)       December 1999            $   11.1 million
CheckStop, Inc............................          N/A(2)       February 2000            $    3.0 million
West Coast Chequing Centres...............           6           August 2000              $    1.5 million
Fast `n Friendly Check Cashing............           8           August 2000              $    0.9 million
Ram-Dur Enterprises.......................           5           August 2000              $    1.3 million
Fastcash Limited..........................          40 (3)       December 2000            $    3.1 million

<FN>
(1)      Includes 238 franchised stores.
(2)      Operates through 150 independent agents.
(3)      Includes 27 franchised stores.
</FN>
</TABLE>

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") and Cash Centres Corporation Limited ("CCL") includes additional amounts
paid to the sellers of $9.7 million and $2.7 million, respectively,  based under
profit-based  earn-out  agreements.   The  aforementioned   purchase  price  for
CheckStop,  Inc.  ("CheckStop") and Fast `n Friendly ("F&F") includes additional
amounts paid to the sellers of $250,000 and $150,000, respectively, based upon a
future  results of  operations  earn-out  agreement  and a revenue based earnout
agreement,  respectively.  The  aforementioned  purchase price for Fastcash Ltd.
("FCL") excludes  potential  contingent  payments to the sellers of $2.8 million
based on 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.

The  Company's  revenues  from  government  services  as a  percentage  of total
revenues  decreased for the year ended June 30, 2001.  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).  During the
year  ended  June  30,  2001,  the  State  of New  York  completed  a  statewide
implementation  of an EBT  system.  As a  result,  the  Company's  contract  was
terminated. Management of the Company has concluded that the termination of this
contract will 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,
                                                                           ----------------------------
                                                                             1999     2000     2001
                                                                           ----------------------------
Statement of Operations Data:
Revenues:
<S>                                                                          <C>      <C>      <C>
    Revenues from check cashing...........................................   63.1%    58.7%    54.1%
    Revenues from Cash `Til Payday, net...................................   15.3     21.0     29.9
    Revenues from money transfer fees.....................................    5.5      4.8      4.8
    Revenues from government services.....................................    5.6      3.8      2.2
    Other revenues........................................................   10.5     11.7      9.0
                                                                           ----------------------------
Total revenues............................................................  100.0    100.0    100.0

Store and regional expenses:
    Salaries and benefits.................................................   29.2     28.4     29.4
    Occupancy.............................................................    7.9      7.7      8.6
    Depreciation..........................................................    1.8      2.8      3.0
    Other.................................................................   19.6     22.0     23.2
                                                                           ----------------------------
Total store and regional expenses.........................................   58.5     60.9     64.2

Corporate expenses........................................................   11.3     12.6     11.5
Loss on store closings and sales..........................................    0.1      0.2      0.5
Goodwill amortization.....................................................    3.9      3.3      2.4
Other depreciation and amortization.......................................    0.8      1.0      1.0
Interest expense..........................................................   13.6     10.5     10.4
Recapitalization costs and other non-recurring items......................   10.4      0.9      -
                                                                           ----------------------------
Income before income taxes and extraordinary item.........................    1.4     10.6     10.0
Income tax provision .....................................................    3.2      7.3      6.6
                                                                           ----------------------------
(Loss) income before extraordinary item...................................   (1.8)     3.3      3.4
Extraordinary loss on debt extinguishment (net of income tax benefit).....   (0.1)     -        -
                                                                           ----------------------------
Net (loss) income.........................................................   (1.9)%    3.3%     3.4%
                                                                           ============================
</TABLE>























                                       27
<PAGE>



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

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

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

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

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

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

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



                                       28
<PAGE>


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

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

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

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

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

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 "2000  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 2000 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  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 2000 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.


                                       29
<PAGE>


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 2000  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 2000  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 2000  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 2000 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.

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 the 2000  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 2000  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.

Liquidity and Capital Resources

The Company's  principal  sources of cash are from operations,  borrowings under
its  credit  facilities  and  sales  of  Holdings'  common  stock.  The  Company
anticipates  its  principal  uses of cash will be to  provide  working  capital,
finance  capital   expenditures,   meet  debt  service   requirements,   finance
acquisitions, fund Company originated Cash `Til Payday(R) loans and finance loan
store  expansion.  For the years ended June 30, 1999, 2000 and 2001, the Company
had net cash provided by operating  activities of $16.0 million,  $16.8 million,
and $16.4 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 $8.0 million
during its fiscal year ending June 30, 2002,  for  remodeling  and relocation of
certain existing stores and for opening new stores.


                                       30
<PAGE>


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  provided for a revolving credit
facility of up to $70 million and provided for two term loans  aggregating up to
$90 million.  During the year ended June 30, 2001,  the Company  negotiated  and
executed an amendment to the credit  facility  providing  for an increase in the
facility of $15 million up to $85  million  with the same terms and  conditions.
The borrowings  under the revolving credit facility as of June 30, 2000 and 2001
were $42.5 million and $62.3 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.  Issuance costs associated
with the new Credit Agreement paid during fiscal 2000 and 2001 were $500,000 and
$200,000, respectively.

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
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.

The Company has a Canadian dollar overdraft credit facility to fund peak working
capital  needs  for its  Canadian  operations.  The  overdraft  credit  facility
provides  for a  commitment  of up to  approximately  $4.6 million of which $2.5
million  and  $200,000  were   outstanding   as  of  June  30,  2000  and  2001,
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 a British pound  overdraft  facility  which  provides for a
commitment  of up to  approximately  $7.1 million of which $4.6 million and $5.3
million was  outstanding  as of June 30, 2000 and June 30,  2001,  respectively.
Amounts outstanding under the facility bear interest at a rate of the Libor Rate
plus  1.00% and 1.25% at June 30,  2000 and 2001,  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 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 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),  growth in the Cash
`Til  Payday(R) loan  business,  the maturity of recently  opened stores and the
continued  expansion of new stores.  The Company also expects operating expenses
to increase,  although the rate of increase is expected to be less than the rate
of revenue  growth.  Furthermore,  the Company does not believe that  additional
acquisitions  or expansion are necessary in order for it to be able to cover its
fixed expenses, including debt service. There can be no assurance, however, that
the Company's  business will generate  sufficient  cash flow from  operations or


                                       31
<PAGE>


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 1999,  2000 and 2001 were 240.0%,
69.0% and 65.8%,  respectively.  The  effective  rate  differs  from the federal
statutory  rate of 35% due to  state  taxes,  foreign  taxes  and  nondeductible
goodwill  amortization  which resulted from the June 30, 1994 acquisition of the
Company and several subsequent acquisitions.

Seasonality and Quarterly Fluctuations

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

Impact of Inflation

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

Recent 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. The statement was adopted effective July 1, 2000, and
did not materially impact the Company's financial statements.

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 was adopted for the fourth  quarter of fiscal
year ended June 30, 2001 and did not effect the Company's results of operations,
financial position, capital resources or liquidity.

In June,  2001,  the FASB issued  Statements of Financial  Accounting  Standards
("SFAS")  No. 141,  "Business  Combinations"  and No. 142,  "Goodwill  and Other
Intangible  Assets."  Under  the  new  rules,   goodwill  and  indefinite  lived
intangible  assets  are no  longer  amortized  but  are  reviewed  annually  for
impairment.  Separable  intangible  assets  that  are  not  deemed  to  have  an
indefinite  life will  continue to be  amortized  over their useful  lives.  The
Company will apply the new accounting  rules beginning July 1, 2001. The Company
expects this statement to favorably  impact its fiscal year 2002 pre-tax results
of operations by approximately $4.6 million.



                                       32
<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 and  precautions  have been taken should  exchange rates
shift.  For the United  Kingdom  and Canada  subsidiaries,  put  options  with a
notional value of 8.0 million British Pounds and 36.0 million Canadian  Dollars,
respectively,  have been purchased to protect  quarterly  earnings in the United
Kingdom and Canada 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,  2001.  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  66.1%
and 5.1%,  respectively of the Company's fiscal year 2001  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 translation adjustments of
$9.2 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  $1.4  million and  $763,000 for the years ended June 30, 2001 and
2000, respectively. Such impact represents nearly 7.1% and 4.4% of the Company's
consolidated pre-tax earnings for fiscal years 2001 and 2000, respectively.





                                       33
<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,  2001  and  2000,  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, 2001.  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,  2001 and 2000,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
June 30, 2001, in conformity with accounting  principles  generally  accepted in
the United States.



                                                     /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
September 13, 2001




                                       34
<PAGE>



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

                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)


                                                                                        June 30,
                                                                        ------------------------------------------
                                                                               2000                     2001
                                                                        ------------------------------------------

Assets
<S>                                                                         <C>                      <C>
Cash and cash equivalents..............................................     $     73,288             $      72,452
Accounts receivable, net...............................................           13,134                    23,770
Prepaid expenses.......................................................            5,661                     6,517
Deferred income taxes..................................................              759                         -
Notes receivable--officers.............................................            2,920                     2,756
Due from parent........................................................              878                     2,596
Property and equipment, net of accumulated
    depreciation of $15,094 and $21,666................................           23,625                    29,140
Goodwill and other intangibles, net of accumulated
    amortization of $18,897 and $23,863................................          128,115                   129,555
Debt issuance costs, net of accumulated
    amortization of $3,184 and $4,642..................................            8,446                     7,232
Other..................................................................            2,888                     2,154
                                                                              ------------------------------------
                                                                            $    259,714             $     276,172
                                                                              ====================================

Liabilities and shareholder's equity
Accounts payable.......................................................     $     16,331             $      18,325
Income taxes payable...................................................              603                     6,782
Advance from money transfer agent......................................            1,000                         -
Accrued expenses.......................................................           21,429                     8,804
Accrued interest payable...............................................            1,610                     1,573
Deferred tax liability.................................................                -                       928
Revolving credit facilities............................................           49,578                    67,824
10-7/8% Senior Notes due 2006..........................................          109,190                   109,190
Subordinated notes payable and other...................................           20,378                    20,122
Shareholder's equity:
    Common stock, $1 par value: 20,000 shares authorized;
       100 shares issued and outstanding at June 30, 2000
       and 2001........................................................                -                         -
    Additional paid-in capital.........................................           50,957                    50,957
    (Accumulated deficit) retained earnings............................           (5,824)                      866
    Accumulated other comprehensive loss...............................           (5,538)                   (9,199)
                                                                              ------------------------------------
Total shareholder's equity.............................................           39,595                    42,624
                                                                              ------------------------------------
                                                                            $    259,714             $     276,172
                                                                              ====================================

                             See accompanying notes.
</TABLE>



                                       35
<PAGE>



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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                                              Year ended June 30,
                                                                 -----------------------------------------------
                                                                      1999           2000            2001
                                                                 -----------------------------------------------


<S>                                                                  <C>            <C>        <C>
Revenues.....................................................        $  120,979      $ 165,753     $    195,499
Store and regional expenses:
    Salaries and benefits....................................            35,329         47,058           57,453
    Occupancy                                                             9,609         12,800           16,881
    Depreciation.............................................             2,227          4,683            5,829
    Other....................................................            23,764         36,503           45,321
                                                                 -----------------------------------------------
Total store and regional expenses............................            70,929        101,044          125,484
Corporate expenses...........................................            13,648         20,864           22,500
Loss on store closings and sales.............................               103            249              926
Goodwill amortization........................................             4,686          5,564            4,710
Other depreciation and amortization..........................             1,020          1,620            1,952
Interest expense, net of interest income of $66
    $374 and $470............................................            16,401         17,491           20,361
Recapitalization costs and other non-recurring items.........            12,575          1,478                -
                                                                 -----------------------------------------------
Income before income taxes...................................             1,617         17,443           19,566
Income tax provision.........................................             3,881         12,043           12,876
                                                                 -----------------------------------------------
(Loss) income before extraordinary item......................            (2,264)         5,400            6,690
Extraordinary loss on debt extinguishment
    (net of income tax benefit of $45).......................                85              -                -
                                                                 -----------------------------------------------
Net (loss) income............................................        $   (2,349)     $   5,400     $      6,690
                                                                 ===============================================


                             See accompanying notes.
</TABLE>



                                       36
<PAGE>



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

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


                                                                    (Accumulated    Accumulated
                                                       Additional     Deficit)         Other           Total
                                    Common Stock        Paid-in       Retained     Comprehensive   Shareholder's
                                ----------------------
                                  Shares     Amount     Capital       Earnings          Loss           Equity
                                ----------------------------------------------------------------------------------

<S>                                  <C>   <C>           <C>          <C>              <C>             <C>
Balance June 30, 1998.........       100   $        -    $  40,941    $   (8,875)      $   (2,612)     $   29,454
Comprehensive income..........
     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
     Noncash compensation.....                                 133                                            133
                                ----------------------------------------------------------------------------------
Balance, June 30, 2000........       100            -       50,957        (5,824)          (5,538)         39,595
                                ----------------------------------------------------------------------------------
Comprehensive income..........
     Translation adjustment
         for the year ended
         June 30, 2001........                                                             (3,661)         (3,661)
     Net income for the
     year ended June 30, 2001.                                             6,690                            6,690
                                                                                                   ---------------
Total comprehensive income....                                                                              3,029
                                ----------------------------------------------------------------------------------
Balance, June 30, 2001........       100   $        -    $  50,957    $      866       $   (9,199)     $   42,624
                                ==================================================================================


                             See accompanying notes.
</TABLE>



                                       37
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                       Year ended June 30,
                                                                            ------------------------------------------
                                                                                1999         2000          2001
                                                                            ------------------------------------------

Cash flows from operating activities:
<S>                                                                         <C>          <C>          <C>
Net (loss) income........................................................   $   (2,349)    $  5,400      $ 6,690
Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
       Depreciation and amortization.....................................       10,892       13,120       13,948
       Loss on store closings and sales..................................          103          249          926
           Noncash recapitalization costs................................        9,883          133            -
       Extraordinary loss on debt extinguishment, net of income
          tax benefit....................................................           85            -            -
       Deferred tax provision (benefit)..................................          320         (837)       1,687
       Change in assets and liabilities (net of effect of acquisitions):
          Increase in accounts receivable and income taxes receivable....       (3,730)        (417)     (10,665)
          Increase in prepaid expenses and other.........................       (1,087)      (2,760)        (338)
          Increase in accounts payable, income taxes payable,
             accrued expenses and accrued interest payable...............        1,834        1,904        4,194
                                                                            ------------------------------------------
Net cash provided by operating activities................................       15,951       16,792       16,442

Cash flows from investing activities:
Acquisitions, net of cash acquired.......................................      (16,062)     (30,586)     (20,346)
Gross proceeds from sales of property and equipment......................            -            -          110
Additions to property and equipment......................................       (7,409)     (13,940)     (12,129)
                                                                            ------------------------------------------
Net cash used in investing activities....................................      (23,471)     (44,526)     (32,365)

Cash flows from financing activities:
Other debt payments......................................................         (840)      (1,020)        (284)
Repayment of advance from money transfer agent...........................       (1,000)      (1,000)      (1,000)
Net increase in revolving credit facilities..............................       11,719       37,416       18,246
Proceeds from long-term debt.............................................       18,107        1,893            -
Payments of debt issuance costs..........................................       (7,634)        (463)        (244)
Advances to officers.....................................................       (2,651)         (64)           -
Payments of financed insurance premiums..................................          (10)           -            -
Net decrease (increase) in due from parent...............................          578       (1,456)      (1,116)
                                                                            ------------------------------------------
Net cash provided by financing activities................................       18,269       35,306       15,602
Effect of exchange rate changes on cash and cash equivalents.............         (468)         (66)        (515)
                                                                            ------------------------------------------
Net increase (decrease) in cash and cash equivalents.....................       10,281        7,506         (836)
Cash and cash equivalents at beginning of year...........................       55,501       65,782       73,288
                                                                            ------------------------------------------
Cash and cash equivalents at end of year.................................     $ 65,782     $ 73,288   $   72,452
                                                                            ==========================================

Supplemental disclosures of cash flow information:
Interest paid............................................................     $ 12,538     $ 18,031   $   19,410
Income taxes paid........................................................     $  5,503     $ 12,957   $    4,800

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

                             See accompanying notes.
</TABLE>



                                       38
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2001

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  978  locations  (of  which  631  are
Company-owned)  operating as Money Mart(R), The Money Shop, Loan Mart(R), Cash a
Cheque, Fastcash 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,  short-term  consumer  loans,  sale of money
orders,  money transfer services and various other related  services.  Also, the
Company's  subsidiary  moneymart.com(TM),  originates  payday loans  through 798
independent agents in 41 states.

2. Significant Accounting Policies

Use of Estimates

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

Principles of Consolidation

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

Revenue recognition

Revenue  generally  is  recognized  when  services  for the  customer  have been
provided  which, in the case of check cashing and other retail  products,  is at
the  point of sale.  For the Cash `Til  Payday(R)  unsecured  short-term  loans,
origination and servicing fees are recognized ratably over the life of the loan.
The Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 101,  "Revenue  Recognition"  in December 1999. SAB 101, as amended,
summarizes certain of the SEC's views in applying generally accepted  accounting
principles to revenue recognition in financial  statements,  and the Company was
required to comply  with SAB 101 in fiscal year 2001.  The impact did not effect
the Company's results of operations,  financial  position,  capital resources or
liquidity.

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.





                                       39
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



2. Significant Accounting Policies (continued)

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.

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 6).

Store and Regional Expenses

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

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 $4,102,000,  $5,769,000
and $8,186,000 for the years ended June 30, 1999, 2000 and 2001, 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.




                                       40
<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 $423,000, $420,000, and $545,000 for the years ended June
30, 1999, 2000 and 2001, respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs charged to
expense were $3,318,000, $4,842,000, and $6,061,000 for the years ended June 30,
1999, 2000 and 2001, respectively.

Fair Value of Financial Instruments

The carrying values of the revolving credit facilities  approximate fair values,
as these  obligations  carry a  variable  interest  rate.  The fair value of the
Company's  Senior Notes is based on quoted  market  prices and the fair value of
the Senior  Subordinated  Notes is based on the value of the  Senior  Notes (see
Note 6).

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"), Cash Centres ("CCL") and
Fastcash  ("FCL"),  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.

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  $179,000,
$195,000,  and  $216,000  for the  years  ended  June 30,  1999,  2000 and 2001,
respectively.

Recent 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. The statement was adopted effective July 1, 2000, and
did not materially impact the Company's financial statements.


                                       41
<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 was adopted for the fourth  quarter of fiscal
year ended June 30, 2001 and did not effect the Company's results of operations,
financial position, capital resources or liquidity.

In June,  2001,  the FASB issued  Statements of Financial  Accounting  Standards
("SFAS")  No. 141,  "Business  Combinations"  and No. 142,  "Goodwill  and Other
Intangible  Assets."  Under  the  new  rules,   goodwill  and  indefinite  lived
intangible  assets  are no  longer  amortized  but  are  reviewed  annually  for
impairment.  Separable  intangible  assets  that  are  not  deemed  to  have  an
indefinite  life will  continue to be  amortized  over their useful  lives.  The
Company will apply the new accounting  rules beginning July 1, 2001. The Company
expects this statement to favorably  impact its fiscal year 2002 pre-tax results
of operations by approximately $4.6 million.

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 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 Holdings' 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
(106.71 are held in treasury) at June 30, 2001.



                                       42
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


3. DFG Holdings, Inc. (continued)

Dividends

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

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 During the year ended June 30, 2001,  218  nonqualified
stock  options were granted under the plan at an exercise  price of $7,250,  the
estimated fair market value of the common stock on the date of grant. Forty-five
options with an exercise  price of $3,225 were  forfeited  during the year ended
June 30, 2001. 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 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.




                                       43
<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 July 7, 1999, the Company  purchased all of the outstanding  shares of Cash A
Cheque Holdings Great Britain Limited  ("CAC"),  which operated 44 company owned
stores in the United Kingdom.  The initial  purchase price for this  acquisition
was approximately $12.5 million and was funded through excess internal cash, the
Company's  revolving  credit  facility and $1.9 million of the Company's  Senior
Subordinated  Notes.  The  excess of the  purchase  price over the fair value of
identifiable net assets acquired was $8.2 million.  Additional  consideration of
$9.7  million  was  paid in  fiscal  2001  based  upon a  profit-based  earn-out
agreement.

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

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

On February  10,  2000,  the Company  purchased  primarily  all of the assets of
CheckStop,  Inc.  ("CheckStop"),  which was a short-term 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.  Additional  consideration of
$250,000  was  subsequently  paid  based  upon a future  results  of  operations
earn-out agreement.

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

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

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

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


                                       44
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


4. Acquisitions (continued)


The following  unaudited pro forma information for the years ended 2000 and 2001
presents the results of operations as if the  Acquisitions  had occurred on July
1, 1999. The pro forma  operating  results include the results of operations for
these  acquisitions  for the indicated  periods and reflect the  amortization of
intangible  assets arising from the acquisitions and increased  interest expense
on  acquisition  debt.  Pro forma  results  of  operations  are not  necessarily
indicative  of the  results  of  operations  that would  have  occurred  had the
purchase  been  made on the date  above or the  results  which  may occur in the
future.

                                                     Year ended June 30,
                                                         (Unaudited)
                                             -----------------------------------
                                                   2000              2001
                                             -----------------------------------
                                                    (dollars in thousands)

Total revenue..............................      $ 176,340        $ 197,084
Net income.................................      $   5,060        $   6,874

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

Property and equipment at June 30, 2000 and 2001 consist of (in thousands):

                                                        June 30,
                                             --------------------------------
                                                  2000            2001
                                             --------------------------------

Land and buildings.......................    $           317 $           135
Leasehold improvements...................             11,529          14,953
Equipment and furniture..................             26,873          35,718
                                             --------------------------------
                                                      38,719          50,806
Less accumulated depreciation............             15,094          21,666
                                             --------------------------------
Total property and equipment.............    $        23,625 $        29,140
                                             ================================


Depreciation expense amounted to $2,745,000,  $5,898,000, and $7,497,000 for the
years ended June 30, 1999, 2000 and 2001, respectively.



                                       45
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6. Debt

The  Company  has debt  obligations  at June 30,  2000 and 2001 as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                                                           June 30,
                                                                  ---------------------------
                                                                      2000         2001
                                                                  ---------------------------

<S>                                                                 <C>             <C>
Revolving credit  facility;  interest at one-day  Eurodollar,  as
     defined,  plus 2.75% at June 30,  2000 and 2001,  (9.44% and
     6.56%  at June  30,  2000  and  2001,  respectively)  of the
     outstanding daily balances payable monthly; principal due in
     full on June 30, 2004;  weighted  average  interest  rate of
     8.98% and 8.55% for the years  ended June 30, 2000 and 2001,
     respectively................................................     $ 42,500      $ 62,300
Canadian overdraft credit  facility;  interest at Canadian prime,
     as defined, plus 0.50% (8.00% and 6.25% at June 30, 2000 and
     2001,   respectively)  of  the  outstanding  daily  balances
     payable monthly; weighted average interest rate of 7.58% and
     7.18%  for  the  years   ended  June  30,   2000  and  2001,
     respectively................................................        2,498           249
United Kingdom overdraft facility; interest at the Libor Rate, as
     defined,  plus  1.00% and  1.25% at June 30,  2000 and 2001,
     respectively  (7.00%  and  7.25% at June 30,  2000 and 2001,
     respectively)  of the  outstanding  daily  balances  payable
     quarterly; weighted average interest rate of 7.01% and 6.82%
     for the years ended June 30, 2000 and 2001, respectively....        4,580         5,275
10-7/8% Senior  Notes due November  15,  2006;  interest  payable
     semiannually  on May 15 and November 15,  commencing May 15,
     1997.......................................................       109,190       109,190
10-7/8%  Senior   Subordinated  Notes  due  December  31,  2006;
   interest  payable  semiannually  on June 30 and  December 30,
   commencing June 30, 1999.....................................        20,000        20,000
Other...........................................................           378           122
                                                                 ----------------------------
                                                                      $179,146      $197,136
                                                                 ============================
</TABLE>




                               46
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6.  Debt (continued)

The Company has $110.0  million of 10-7/8%  senior notes due 2006 (the "Notes"),
which are registered  under the Securities Act of 1933, as amended.  The payment
obligations under the Notes are jointly and severally guaranteed,  on a full and
unconditional  basis,  by  each  of the  Company's  existing  subsidiaries  (the
"Guarantors").  There are no  restrictions  on the  Company's  and the guarantor
subsidiaries'  ability to obtain funds from their subsidiaries by dividend or by
loan. Separate financial  statements of each guarantor  subsidiary have not been
presented  because  management has determined that they would not be material to
investors.

Subject to restrictions  under the 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  provided for a revolving credit facility
of up to $70 million  ("Revolving  Credit  Facility")  and provided for two term
loans  aggregating  up to $90 million.  During the year ended June 30, 2001, the
Company  negotiated  and  executed an  amendment  to the credit  facility for an
increase of $15 million up to $85  million  with the same terms and  conditions.
The borrowings  under the Revolving Credit Facility were $42.5 million and $62.3
million as of June 30, 2000 and 2001,  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 fiscal
year 1999 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.  Issuance costs associated with the new Credit Agreement paid
during fiscal 2000 and 2001 were $500,000 and $200,000, respectively.

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, 2001,  (ii) the Libor Rate (as defined  therein) plus 2.75% at
June 30, 2001, or (iii) the one day  Eurodollar  Rate (as defined  therein) plus
2.75% at June 30, 2001, 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.

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.


                                       47
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6.  Debt (continued)

In connection with the Company's Canadian subsidiary,  the Company established a
Canadian dollar overdraft credit facility to fund peak working capital needs for
its Canadian  operations.  The overdraft  credit  facility,  which has no stated
maturity date,  provides for a commitment of up to approximately $4.6 million of
which $2.5 million and $200,000 were  outstanding  as of June 30, 2000 and 2001,
respectively.  Amounts  outstanding under the facility bear interest at Canadian
prime plus 0.50% and are secured by the pledge of a cash  collateral  account of
an  equivalent  balance.  The Company's  United  Kingdom  operations  also has a
British pound overdraft  facility that bears interest at 1.00% and 1.25% for the
years ended June 30, 2000 an 2001,  respectively,  over the Libor Rate and which
provides for a commitment  of  approximately  $7.1 million of which $4.6 million
and  $5.3  million  was  outstanding  as of June 30,  2000  and  June 30,  2001,
respectively.  The  overdraft  facility is secured by an $8.0 million  Letter of
Credit issued by Wells Fargo Bank under the Revolving Credit Facility.

The fair market value of the Company's 10 7/8% Senior Notes due 2006 at June 30,
2000 and 2001 was approximately $105,914,300 based on quoted market prices.

Interest of  $18,031,000,  and $19,410,000 was paid for the years ended June 30,
2000 and 2001, respectively.




                                       48
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7. Income Taxes

The provision for income taxes for the years ended June 30, 1999,  2000 and 2001
consists of the following (in thousands):


<TABLE>
<CAPTION>
                                                        Year ended June 30,
                                          --------------------------------------------------
                                                1999            2000             2001
                                          --------------------------------------------------

Federal:
<S>                                           <C>              <C>              <C>
    Current.........................          $   (226)        $  7,048         $  3,620
    Deferred........................               246             (540)           1,125
                                         --------------------------------------------------
                                                    20            6,508            4,745

Foreign taxes:
    Current.........................             3,669            4,797            7,557
    Deferred........................                51                -             (192)
                                         --------------------------------------------------
                                                 3,720            4,797            7,365

State:
    Current.........................               118              833              721
    Deferred........................                23              (95)              45
                                         --------------------------------------------------
                                                   141              738              766
                                         --------------------------------------------------
                                              $  3,881         $ 12,043         $ 12,876
                                         ==================================================
</TABLE>



The significant  components of the Company's deferred tax assets and liabilities
at June 30, 2000 and 2001 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                        June 30,
                                                           -----------------------------------
                                                                 2000               2001
                                                           ------------------------------------

Deferred tax assets:
<S>                                                                   <C>            <C>
   Foreign withholding taxes...........................               $  468       $   605
   Depreciation........................................                  558         1,243
   Accrued compensation................................                  820           361
   Reserve for store closings..........................                  270           299
   Foreign tax credits.................................                  230           230
   Other accrued expenses..............................                  898           180
   Other...............................................                  107           179
                                                           ----------------------------------
                                                                       3,351         3,097
Deferred tax liabilities:
   Amortization and other temporary differences........                2,592         4,025
                                                           ----------------------------------
Net deferred tax asset (liability).....................               $  759       $  (928)
                                                           ==================================
</TABLE>




                                       49
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7. Income Taxes (continued)

The Company did not record any valuation  allowances against deferred tax assets
at  June  30,  2000 or June  30,  2001.  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,
                                                           ------------------------------------------
                                                               1999         2000          2001
                                                           ------------------------------------------

<S>                                                           <C>           <C>         <C>
Tax provision at federal statutory rate...............        $    550      $  6,105    $  6,848
Add (deduct):
    State tax provision, net of federal tax benefit...              93           655         498
    Foreign taxes.....................................           1,552         2,304       2,323
    US tax on foreign earnings........................             812         1,745       3,189
    Amortization of nondeductible intangible assets...             904         1,062          93
    Other permanent differences.......................             (30)          172         (75)
                                                           ------------------------------------------
Tax provision at effective tax rate...................        $  3,881      $ 12,043    $ 12,876
                                                           ==========================================
</TABLE>


Foreign,   federal  and  state   income  taxes  of   approximately   $5,503,000,
$12,957,000, and $4,800,000 were paid during the years ended June 30, 1999, 2000
and 2001, respectively.




                                       50
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


8. Commitments

The Company  occupies  office and retail space and uses certain  equipment under
operating lease  agreements.  Rent expense amounted to $8,305,000,  $11,034,000,
and $14,320,000 for the years ended June 30, 1999, 2000 and 2001,  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
                                     ---------------

2002.............................    $     14,313
2003.............................          11,838
2004.............................           9,180
2005.............................           5,966
2006.............................           2,861
Thereafter.......................           8,322
                                     ---------------
                                     $     52,480
                                     ===============


The Company has entered into  employment  agreements  with certain key employees
which had  original  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 2000 and 2001,  the full advance was repaid
during the year ended June 30, 2001.

9. Contingent Liabilities

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

10. Contractual Agreements

The Company has  contracts  with  various  governmental  agencies  for  benefits
distribution  and retail  merchant  services which  contributed 6%, 4% and 2% of
consolidated  gross  revenues for the years ended June 30, 1999,  2000 and 2001,
respectively.  The Company's contract with the State of New York contributed 4%,
3% and 1% of  revenues  for the  years  ended  June 30,  1999,  2000  and  2001,
respectively.  During  the year  ended  June  30,  2001,  the  State of New York
completed a statewide  implementation  of an Electronic  Benefit Transfer System
("EBT"). As a result, the Company's contract was terminated. Accounts receivable
at June 30, 2000 and 2001 include  $1,722,000  and  $198,000,  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,
2004. The contracts provide the governmental  agencies the opportunity to extend
the  contract  for  additional  periods  and  contain  clauses  which  allow the
governmental  agencies to cancel the  contract at any time,  subject to 30 to 60
days' written advance notice.


                                       51
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


11. Credit Risk

At June 30, 2000 and 2001, the Company had twenty-three bank accounts,  in major
financial  institutions  in the aggregate  amount of $8,417,000 and  $7,091,000,
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,  2000 and  2001,  the  Company's  Canadian  subsidiary  had
thirteen bank accounts totaling $7,681,000 and $20,070,000,  respectively, which
exceeded  CDIC limits.  At June 30, 2000 and 2001 the Company's  United  Kingdom
operations had eighty four and eighty one bank accounts, respectively,  totaling
$725,000 and $5,702,000. 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  ratably  over  the  life of the  loan.  The bank  originated  or  extended
approximately  $210.5  million and $376.5 million of loans through the Company's
locations  during the fiscal  years ended June 30, 2000 and 2001,  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 fees.  Additionally,  in its Canadian,  United Kingdom and certain
U.S. stores, the Company originates  unsecured  short-term loans to customers on
its own behalf.  These loans are also made for amounts up to $500, with terms of
14 to 28 days  which can be  extended  a maximum  of four  times and two  times,
respectively.  The Company bears the entire risk of loss related to these loans.
The Company  originated  or  extended  approximately  $204  million of the loans
through the  Company's  locations  during  fiscal year ended June 30, 2001.  The
Company  had  approximately  $10  million and $6 million of loans on its balance
sheet at June 30, 2001 and 2000,  respectively,  which is  reflected in accounts
receivable.  All losses  from Cash `Til  Payday(R)  loans are  charged  directly
against revenues.  Loan losses for Company originated loans for the fiscal years
ended  June 30,  2001 and 2000  were $4.4  million  and $2.3  million.  Accounts
receivable  is  reported  net of a  reserve  of  $600,000  related  to Cash `Til
Payday(R) loans.


                                       52
<PAGE>




                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


12. 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
                     1999                                States          Canada        Kingdom        Total
                                                ------------------------------------------------------------

<S>                                             <C>             <C>             <C>          <C>
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 items                                  (4,033)          5,655           (5)         1,617
Income tax provision                                        161           3,625           95          3,881

                     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

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


13. Related Party Transactions

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




                                       53
<PAGE>


                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


14. Subsidiary Guarantor Financial Information

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

There are no restrictions on the Company's and the Guarantors' ability to obtain
funds  from  their  subsidiaries  by  dividend  or by loan.  Separate  financial
statements of each  Guarantor  have not been  presented  because  management has
determined that they would not be material to investors. The accompanying tables
set forth the condensed  consolidating  balance sheet at June 30, 2001,  and the
consolidating  statements of operations and cash flows for the fiscal year ended
June 30, 2001 of the  Company (on a  parent-company  basis),  combined  domestic
Guarantors, combined foreign subsidiaries and the consolidated Company.





                                       54
<PAGE>



                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


14. Subsidiary Guarantor Financial Information (continued)

                          Consolidating Balance Sheets

                                  June 30, 2001

                                 (In thousands)

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

Assets
<S>                                          <C>             <C>            <C>              <C>             <C>
Cash and cash equivalents................... $        1,449  $       36,348 $       34,655         $      -  $       72,452
Accounts receivable.........................          9,117          12,424         12,216           (9,987)         23,770
Income taxes receivable.....................          7,758               -             53           (7,811)              -
Prepaid expenses............................            503           2,003          4,011                -           6,517
Deferred income taxes.......................          1,579               -              -           (1,579)              -
Notes receivable--officers..................          2,756               -              -                -           2,756
Due from affiliates.........................         59,027          14,824              -          (73,851)              -
Due from parent.............................          2,596               -              -                -           2,596
Property and equipment, net.................          5,582          12,270         11,288                -          29,140
Goodwill and other intangibles, net.........              -          56,655         72,900                -         129,555
Debt issuance costs, net....................          7,232               -              -                -           7,232
Investment in subsidiaries..................        147,539           9,801          6,705         (164,045)              -
Other.......................................            539             590          1,025                -           2,154
                                             ---------------------------------------------------------------------------------
                                             $      245,677  $      144,915 $      142,853        ($257,273) $      276,172
                                             =================================================================================

Liabilities and shareholder's equity
Accounts payable............................ $            -  $        9,773 $        8,552         $      -  $       18,325
Income taxes payable........................              -          11,804          2,789           (7,811)          6,782
Accrued expenses............................          3,406           1,704          3,694                -           8,804
Accrued interest payable....................          1,555               -         10,005           (9,987)          1,573
Deferred tax liability......................              -           2,507              -           (1,579)            928
Due to affiliates...........................              -               -         73,851          (73,851)              -
Revolving credit facilities.................         62,300               -          5,524                -          67,824
10 7/8% Senior Notes due 2006...............        109,190               -              -                -         109,190
Subordinated notes payable and other........         20,000               -            122                -          20,122
                                                ---------------------------------------------------------------------------------
                                                    196,451          25,788        104,537          (93,228)        233,548

Shareholder's equity:
   Common stock.............................              -               -              -                -               -
   Additional paid-in capital...............         50,957          65,604         27,304          (92,908)         50,957
   Retained earnings .......................            866          58,100         13,037          (71,137)            866
   Accumulated other comprehensive loss.....         (2,597)         (4,577)        (2,025)               -          (9,199)
                                             ---------------------------------------------------------------------------------
Total shareholder's equity..................         49,226         119,127         38,316         (164,045)         42,624
                                             ---------------------------------------------------------------------------------
                                             $      245,677  $      144,915 $      142,853        ($257,273) $      276,172
                                             =================================================================================
</TABLE>




                                       55
<PAGE>




                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


14. Subsidiary Guarantor Financial Information (continued)

                     Consolidating Statements of Operations

                            Year ended June 30, 2001

                                 (In thousands)

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

<S>                                              <C>            <C>            <C>             <C>            <C>
Revenues                                         $            - $      116,504 $       78,995        $      - $      195,499
Store and regional expenses:
   Salaries and benefits..................                    -         36,414         21,039               -         57,453
   Occupancy..............................                    -         10,899          5,982               -         16,881
   Depreciation...........................                    -          3,012          2,817               -          5,829
   Other..................................                    -         29,736         15,585               -         45,321
                                                 ------------------------------------------------------------------------------
Total store and regional expenses.........                    -         80,061         45,423               -        125,484

Corporate expenses........................               15,355            335          6,810               -         22,500
Management fee............................              (14,256)        11,221          3,035               -              -
Loss on store closings and sales..........                  100            761             65               -            926
Goodwill amortization.....................                    -          2,293          2,417               -          4,710
Other depreciation and amortization.......                1,163            239            550               -          1,952
Interest expense (income).................               17,446         (3,850)         6,765               -         20,361
                                                 ------------------------------------------------------------------------------

(Loss) income before income taxes ........              (19,808)        25,444         13,930               -         19,566
Income tax (benefit) provision ...........               (7,608)        13,624          6,860               -         12,876
                                                 ------------------------------------------------------------------------------

(Loss) income before equity in net income
 of subsidiaries..........................              (12,200)        11,820          7,070               -          6,690
Equity in net income of subsidiaries:
   Domestic subsidiary guarantors.........               11,820              -              -         (11,820)             -
   Foreign subsidiary guarantors..........                7,070              -              -          (7,070)             -
                                                 ------------------------------------------------------------------------------
Net income  ..............................       $        6,690 $       11,820 $        7,070        ($18,890)     $   6,690
                                                 ==============================================================================
</TABLE>






                                       56
<PAGE>




                          DOLLAR FINANCIAL GROUP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Subsidiary Guarantor Financial Information (continued)

                     Consolidating Statements of Cash Flows
                            Year ended June 30, 2001
                                 (In thousands)

<TABLE>
                                                            Dollar         Domestic       Foreign
                                                           Financial      Subsidiary    Subsidiary
                                                          Group, Inc.     Guarantors    Guarantors    Eliminations    Consolidated
                                                        ----------------------------------------------------------------------------
Cash flows from operating activities
<S>                                                       <C>             <C>            <C>                <C>        <C>
Net income............................................    $    6,690      $   11,820     $    7,070         ($18,890)  $    6,690
Adjustments to reconcile net income
       to net cash (used in) provided by
       operating activities:
     Undistributed income of subsidiaries.............       (18,890)              -              -           18,890            -
     Depreciation and amortization....................         2,629           5,540          5,779               -        13,948
     Loss on store closings and sales.................           100             761             65               -           926
       Deferred tax (benefit) provision...............          (882)          2,569              -               -         1,687
     Changes in assets and liabilities (net
       of effect of acquisitions):
         Increase in accounts receivable
           and income taxes receivable................        (4,413)         (7,969)        (4,210)          5,927       (10,665)
         Decrease (increase) in prepaid expenses
           and other..................................           477            (320)          (495)              -          (338)
         (Decrease) increase in accounts payable,
           income taxes payable, accrued
           income taxes payable, accrued expenses
           and accrued interest payable ..............        (2,949)         11,565          1,505          (5,927)        4,194
                                                        ----------------------------------------------------------------------------

Net cash (used in) provided by operating activities...       (17,238)         23,966          9,714               -        16,442

Cash flows from investing activities:
Acquisitions, net of cash acquired....................             -          (3,557)       (16,789)              -       (20,346)
Gross proceeds from sale of property and equipment....             -               -            110               -           110
Additions to property and equipment...................        (2,533)         (5,181)        (4,415)              -       (12,129)
Net decrease (increase) in due from affiliates........         1,268         (17,256)             -          15,988             -
                                                        ----------------------------------------------------------------------------

Net cash used in investing activities.................        (1,265)        (25,994)       (21,094)         15,988       (32,365)

Cash flows from financing activities
Other debt payments...................................             -               -           (284)              -          (284)
Repayment of advance from money transfer
  agent...............................................        (1,000)              -              -               -         1,000
Net increase (decrease) in revolving credit facilities        19,800               -         (1,554)              -        18,246
Payment of debt issuance costs........................          (244)              -              -               -          (244)
Net increase in due from parent.......................        (1,116)              -              -               -        (1,116)
Net (decrease) increase in due to affiliates..........             -            (892)        16,880         (15,988)            -
                                                        ----------------------------------------------------------------------------

Net cash provided by (used in) financing activities...        17,440            (892)        15,042         (15,988)       15,602

Effect of exchange rate changes on cash
   and cash equivalents...............................             -               -           (515)              -          (515)
                                                        ----------------------------------------------------------------------------

Net (decrease) increase in cash and cash
   equivalents........................................        (1,063)         (2,920)         3,147               -          (836)
Cash and cash equivalents at beginning of year........         2,512          39,268         31,508               -        73,288
                                                        ----------------------------------------------------------------------------
Cash and cash equivalents at end of year..............   $     1,449      $   36,348     $   34,655         $     -    $   72,452
                                                        ============================================================================
</TABLE>


                                       57
<PAGE>


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

None.


                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Officers

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

<TABLE>
                Name                   Age                              Position

<S>                                     <C>    <C>
Jeffrey Weiss......................     58     Chairman of the Board of Directors and Chief Executive
                                                 Officer
Donald Gayhardt....................     37     President, Chief Financial Officer and Director
Leonard Green......................     67     Director
Jonathan Sokoloff..................     44     Director
Greg Annick........................     37     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>
                Name                   Age                              Position

<S>                                     <C>    <C>
Jeffrey Weiss......................     58     Chairman of the Board of Directors and
                                                 Chief Executive Officer
Donald Gayhardt....................     37     President and Chief Financial Officer
Bernard Flaherty...................     51     Senior Vice President and Chief Operating Officer
Peter Sokolowski...................     40     Vice President-Finance
</TABLE>


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

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.


                                       58
<PAGE>


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

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

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.  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.



                                       59
<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"):

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

<S>                            <C>   <C>           <C>            <C>               <C>             <C>
Jeffrey Weiss............      2001  $     600,000 $     100,000  $     162,873(1)  $          -    $      6,000
   Chairman and                2000        500,000       700,000        170,601(1)             -           5,288
   Chief Executive Officer     1999        575,385       715,475        367,815(4)             -       1,683,462(3)

Donald Gayhardt..........      2001        300,000        50,000                               -           6,187
   President and Chief         2000        225,000       270,000              -                -           4,327
   Financial Officer           1999        117,692       169,047              -               399              -

Bernard Flaherty.........      2001        186,342        45,000              -                -           5,462
   Senior Vice President       2000        167,919             -              -                -           4,290
   and Chief Operating
   Officer                     1999        153,462        67,005              -                40          3,576

<FN>
(1)  During the years ended June 30, 2001 and 2000,  amounts include $70,581 and
     $64,618,  respectively,  paid for life insurance premiums on policies where
     the Company was not the named  beneficiary.  Perquisites and other personal
     benefits  provided to each other Named Executive Officer did not exceed the
     lesser of  $50,000  or 10% of the  total  salary  and bonus for such  Named
     Executive Officer.
(2)  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>
</TABLE>

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, 2001.




                                       60
<PAGE>



                    Option/SAR Grants in Last Fiscal Year (1)




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




<TABLE>
<CAPTION>
                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values

                         Shares                      Number of Securities          Value of Unexercised
                        Acquired       Value        Underlying Unexercised        In-the-Money Options at
Name                  on Exercise    Realized     Options at Fiscal Year End        Fiscal Year End (1)
----
                      ---------------------------------------------------------------------------------------
                                                   Exercisable/Unexercisable     Exercisable/Unexercisable

<S>                           <C>   <C>                       <C>                          <C>
Jeffrey Weiss......           0     $         0               0/0                          $0/$0
Donald Gayhardt....           0               0             203/196                  $816,371/$789,604
Bernard Flaherty...           0               0              16/24                    $64,400/$100,625


<FN>
(1)  An assumed fair market value of $7,250 per share was used to calculate  the
     value of the options. As the shares are not traded in an established public
     market,  the value assigned is based on the strike price of options granted
     during fiscal year 2001.
</FN>
</TABLE>




                                       61
<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.







                                       62
<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,  2001 the  number of shares of
Holdings'  common  stock  owned  beneficially  by (a)  each  person  that is the
beneficial  owner of more than 5% of Holdings'  common stock,  (b) all directors
and  nominees,  (c) the Named  Executive  Officers,  and (d) all  directors  and
executive  officers as a group.  The address of each officer and director is c/o
the Company unless otherwise  indicated.  As of such date, there were a total of
19,864.93 shares of Holdings' common stock issued (106.71 are held in treasury).

<TABLE>
                          Beneficial Owner                                 Number    Percent
<S>                                                                      <C>           <C>
Green Equity Investors II, L.P. .............................            13,014.94    64.51%
    11111 Santa Monica Boulevard
    Los Angeles, California  90025
Jeffrey Weiss................................................             3,058.99    15.16
GS Mezzanine Partners, L.P. and
     GS Mezzanine Partners Offshore, L.P. and associates.....             2,150.45    10.66
    85 Broad Street
    New York, New York  10004
Donald Gayhardt (1) .........................................               367.39     1.82
Bernard Flaherty (2).........................................               122.30     0.60
All directors and officers as a group (4 persons) (3)........             3,612.04    17.90

<FN>
(1)  Includes  options to purchase 202.83 shares of Holdings' common stock which
     are currently exercisable.
(2)  Includes  options to purchase 16 shares of Holdings' common stock which are
     currently exercisable.
(3)  Includes  options to purchase 228.83 shares of Holdings' common stock which
     are currently exercisable.
</FN>
</TABLE>


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement

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

Transfer Restrictions

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

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


                                       63
<PAGE>


Tag-Along and First Option Rights

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

Repurchase of Shares

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

Registration Rights

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

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

Additional Shareholder Rights

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

Grant of Proxy

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

Loan to an Officer/Director

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


                                       64
<PAGE>


Management Agreement

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




                                       65
<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>
Dollar Financial Group, Inc.                                                                        Page
                                                                                                  ---------

<S>                                                                                                  <C>
Report of Independent Auditors................................................................       34
Consolidated Balance Sheets, June 30, 2000 and 2001...........................................       35
Consolidated Statements of Operations, years ended June 30, 1999, 2000 and 2001...............       36
Consolidated Statements of Shareholder's Equity, years ended June 30, 1999, 2000 and 2001.....       37
Consolidated Statements of Cash Flows, years ended June 30, 1999, 2000 and 2001...............       38
Notes to Consolidated Financial Statements....................................................       39
</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.]




                                       66
<PAGE>




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

<S>  <C>          <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>



                                       67
<PAGE>




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

<S>  <C>         <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)
     (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)
</TABLE>


                                       68
<PAGE>


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

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


                                       69
<PAGE>



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

<S>   <C>        <C>
     (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>



                                       70
<PAGE>



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

<S>  <C>            <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>



                                       71
<PAGE>



<TABLE>
(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)
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)
</TABLE>


                                       72
<PAGE>


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

<S>                 <C>
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)
</TABLE>














                                       73
<PAGE>




*      Management contracts or compensatory plans or arrangements required to be
       filed as exhibits to this Form 10-K by Item 601 of Regulation S-K.
**     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.

(b) Financial Statement Schedules

None.






                                       74
<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, 2001.


                                          DOLLAR FINANCIAL GROUP, INC.


                                          By:    /s/ DONALD GAYHARDT
                                               --------------------------------
                                          Donald Gayhardt
                                          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, 2001
-------------------------------------   and Chief Executive Officer
          Jeffrey A. Weiss              (principal executive officer)



       /s/ DONALD GAYHARDT           President and Chief Financial Officer          September 28, 2001
-------------------------------------
          Donald Gayhardt
</TABLE>