UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q





x  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





 ̈  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 0-19657





ACCESS TO MONEY, INC.





(Exact
name of registrant as specified in its charter)





Delaware
              
              93-0809419(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)





1101
Kings Highway N, Suite G100


Cherry Hill, New Jersey





(Address
of principal executive offices) (Zip Code)





(856) 414-9100





(Registrant’s
telephone number, including area code)





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 whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).     YES  ̈ NO
 ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.





Large
      accelerated
      filer          
       ̈
                        Accelerated
      filer           
       ̈Non-accelerated
      filer             ̈
                        Smaller
      reporting company ý(Do
      not check if a smaller reporting company)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈  NO x





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date:  21,785,619 shares of common stock outstanding at
August 12, 2009.









TABLE
      OF CONTENTS
                  
                  Page No.PART
      I
                  FINANCIAL
      INFORMATIONItem
      1.
                  Financial
      Statements
                  
                  2Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  17Item
      4T.
                  Control
      and Procedures
                  
                  30PART
      II
                  OTHER
      INFORMATIONItem
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  
                  31Item
      6.
                  Exhibits
                  
                  32




i




PART
I - FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS





Access
to Money, Inc.


Condensed
Consolidated Balance Sheets


(Unaudited)


(In
thousands)





June 30,
                      
                      
                      December 31,2009
                      
                      
                      2008AssetsCurrent
      assets:Cash
                      
                      $
                      5,988
                      
                      
                      $
                      4,535Restricted cash
                      
                      
                      812
                      
                      
                      
                      2,012Accounts receivable,
      net
                      
                      
                      2,676
                      
                      
                      
                      2,998Leases receivable,
      net
                      
                      
                      -
                      
                      
                      
                      176Inventories
                      
                      
                      736
                      
                      
                      
                      505Prepaid
      expenses and other
                      
                      
                      204
                      
                      
                      
                      308Deferred financing
      costs
                      
                      
                      259
                      
                      
                      
                      259Total current
      assets
                      
                      
                      10,675
                      
                      
                      
                      10,793Property
      and equipment, net
                      
                      
                      3,296
                      
                      
                      
                      2,815Non-current
      leases receivable, net
                      
                      
                      -
                      
                      
                      
                      786Intangible
      assets, net
                      
                      
                      1,921
                      
                      
                      
                      2,120Goodwill
                      
                      
                      10,654
                      
                      
                      
                      10,657Deferred
      financing costs, long term
                      
                      
                      208
                      
                      
                      
                      337Other
      assets
                      
                      
                      482
                      
                      
                      
                      593Total
      assets
                      
                      $
                      27,236
                      
                      
                      $
                      28,101Liabilities
      and Shareholders’ DeficitCurrent
      liabilities:Accounts
payable
                      
                      $
                      6,473
                      
                      
                      $
                      6,851Accrued and other
      expenses
                      
                      
                      5,122
                      
                      
                      
                      5,369Term loans
                      
                      
                      2,044
                      
                      
                      
                      2,067Total
      current liabilities
                      
                      
                      13,639
                      
                      
                      
                      14,287Long
      term liabilities:Term loans and other
      debt
                      
                      
                      17,583
                      
                      
                      
                      17,032Warrants
                      
                      
                      4,488
                      
                      
                      
                      -Shareholders’
      deficit:Common stock, $0.001 par value
      -70,000 shares authorized;
      21,786 and 21,486 shares issued and outstanding at June 30, 2009 and
      December 31, 2008, respectively
                      
                      
                      135,823
                      
                      
                      
                      145,938Additional paid-in
      capital
                      
                      
                      63
                      
                      
                      
                      63Accumulated
      deficit
                      
                      
                      (144,360
                      )
                      
                      
                      (149,219
                      )Total shareholders’
      deficit
                      
                      
                      (8,474
                      )
                      
                      
                      (3,218
                      )Total
      liabilities and shareholders’ deficit
                      
                      $
                      27,236
                      
                      
                      $
                      28,101





See
accompanying notes to condensed consolidated financial statements.




2




Access
to Money, Inc.


Condensed
Consolidated Statements of Operations


(Unaudited)


(In
thousands, except per share data)








Three months ended
                    June 30,
                  
                  
                  Six months ended
                    June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Sales
                  
                  $
                  23,130
                  
                  
                  $
                  23,872
                  
                  
                  $
                  45,375
                  
                  
                  $
                  41,937Commissions
                  
                  
                  15,837
                  
                  
                  
                  14,896
                  
                  
                  
                  30,818
                  
                  
                  
                  25,523Net
      sales
                  
                  
                  7,293
                  
                  
                  
                  8,976
                  
                  
                  
                  14,557
                  
                  
                  
                  16,414Cost
      of sales:Cost of vault cash
                  
                  
                  507
                  
                  
                  
                  916
                  
                  
                  
                  982
                  
                  
                  
                  1,899Other
                  
                  
                  3,207
                  
                  
                  
                  4,244
                  
                  
                  
                  6,339
                  
                  
                  
                  7,960Gross
      profit
                  
                  
                  3,579
                  
                  
                  
                  3,816
                  
                  
                  
                  7,236
                  
                  
                  
                  6,555Selling,
      general and administrative expense (including non-cash stock compensation
      of $66 and $1,619 for the six-month periods ended June 30, 2009 and 2008,
      respectively)
                  
                  
                  2,707
                  
                  
                  
                  4,960
                  
                  
                  
                  5,517
                  
                  
                  
                  7,873Operating
      income (loss)
                  
                  
                  872
                  
                  
                  
                  (1,144
                  )
                  
                  
                  1,719
                  
                  
                  
                  (1,318
                  )Interest
      expense and amortization of debt issuance costs
                  
                  
                  1,294
                  
                  
                  
                  1,101
                  
                  
                  
                  2,583
                  
                  
                  
                  1,415Loss
      on early extinguishment of debt
                  
                  
                  -
                  
                  
                  
                  1,456
                  
                  
                  
                  -
                  
                  
                  
                  1,456Other
      expense (income), net
                  
                  
                  (86
                  )
                  
                  
                  (9
                  )
                  
                  
                  (94
                  )
                  
                  
                  (58
                  )Loss
      on asset disposal
                  
                  
                  23
                  
                  
                  
                  15
                  
                  
                  
                  64
                  
                  
                  
                  11Change
      in fair value of warrants
                  
                  
                  2,873
                  
                  
                  
                  -
                  
                  
                  
                  2,995
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (3,232
                  )
                  
                  $
                  (3,707
                  )
                  
                  $
                  (3,829
                  )
                  
                  $
                  (4,142
                  )Weighted
      average common shares outstanding
                  
                  
                  21,726
                  
                  
                  
                  20,090
                  
                  
                  
                  21,607
                  
                  
                  
                  18,652Basic
      and diluted loss per share
                  
                  $
                  (.15
                  )
                  
                  $
                  (.18
                  )
                  
                  $
                  (.18
                  )
                  
                  $
                  (.22
                  )




See
accompanying notes to condensed consolidated financial statements.




3




Access
to Money, Inc.


Condensed
Consolidated Statement of Shareholders’ Deficit


(Unaudited)


(In
thousands)




Common stock
                      
                      
                      Additional
                        paid-in
                      
                      
                      AccumulatedShares
                      
                      
                      Amounts
                      
                      
                      capital
                      
                      
                      deficit
                      
                      
                      TotalBalances,
      December 31, 2008
                      
                      
                      21,486
                      
                      
                      $
                      145,938
                      
                      
                      $
                      63
                      
                      
                      $
                      (149,219
                      )
                      
                      $
                      (3,218
                      )Cumulative
      effect of reclassification of warrants
                      
                      
                      -
                      
                      
                      
                      (10,181
                      )
                      
                      
                      -
                      
                      
                      
                      8,688
                      
                      
                      
                      (1,493
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,829
                      )
                      
                      
                      (3,829
                      )Share-based
      compensation
                      
                      
                      300
                      
                      
                      
                      66
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      66Balances,
      June 30, 2009
                      
                      
                      21,786
                      
                      
                      $
                      135,823
                      
                      
                      $
                      63
                      
                      
                      $
                      (144,360
                      )
                      
                      $
                      (8,474
                      )





See
accompanying notes to condensed consolidated financial statements.




4




Access
to Money, Inc.


Condensed
Consolidated Statements of Cash Flows


Six
months ended June 30, 2009 and 2008


(Unaudited)


(In
thousands)





2009
                
                
                2008Operating
      activities:Net
      loss
                
                $
                (3,829
                )
                
                $
                (4,142
                )Adjustments
      to reconcile net (loss) to net cash used in operating
      activities:Depreciation and
      amortization
                
                
                2,007
                
                
                
                1,463Non-cash stock
      compensation
                
                
                66
                
                
                
                1,619Loss on disposal of
      equipment
                
                
                64
                
                
                
                11Provision for doubtful
      accounts
                
                
                86
                
                
                
                135Loss on early extinguishment of
      debt
                
                
                -
                
                
                
                1,374Change in warrant
      value
                
                
                2,995
                
                
                
                -Changes in items affecting
      operations, net of effects of business acquisitions:Restricted cash
                
                
                1,200
                
                
                
                190Accounts
    receivable
                
                
                235
                
                
                
                (2,113
                )Leases receivable
                
                
                962
                
                
                
                897Inventories
                
                
                (231
                )
                
                
                299Prepaid expenses and
      other
                
                
                104
                
                
                
                (76
                )Accounts payable
                
                
                (379
                )
                
                
                2,300Accrued expenses
                
                
                (246
                )
                
                
                (4,174
                )Cash provided by (used in)
      operating activities
                
                
                3,034
                
                
                
                (2,217
                )Investing
      activities:Proceeds
      from sale of equipment
                
                
                31
                
                
                
                101Capital
      expenditures
                
                
                (1,130
                )
                
                
                (264
                )Acquisition
      of intangible and other assets
                
                
                (6
                )
                
                
                (171
                )Acquisition
      of business, net of cash acquired
                
                
                -
                
                
                
                (4,308
                )Cash used in investing
      activities
                
                
                (1,105
                )
                
                
                (4,642
                )Financing
      activities:Borrowings
      on notes payable
                
                
                57
                
                
                
                12,210Repayment
      of notes payable
                
                
                (533
                )
                
                
                (4,430
                )Debt
      financing costs
                
                
                -
                
                
                
                (831
                )Decrease
      in restricted cash – TRM Inventory Funding Trust
                
                
                -
                
                
                
                (7,303
                )Proceeds
      of TRM Inventory Funding Trust note, net
                
                
                -
                
                
                
                8,516Cash (used in) provided
      by  financing activities
                
                
                (476
                )
                
                
                8,162Net
      increase in cash and cash equivalents
                
                
                1,453
                
                
                
                1,303Beginning
      cash and cash equivalents
                
                
                4,535
                
                
                
                3,859Ending
      cash and cash equivalents
                
                $
                5,988
                
                
                $
                5,162Supplemental
      cash flow information:Cash paid for
      interest
                
                $
                808
                
                
                $
                354Cash paid for income
      taxes
                
                $
                -
                
                
                $
                11Supplemental
      non-cash financing and investing activities disclosure:Note payable issued in the
      acquisition of LJR Consulting
                
                $
                -
                
                
                $
                9,754Value of shares issued in the
      acquisition of LJR Consulting
                
                $
                -
                
                
                $
                996Issuance of warrants in
      connection with new debt
                
                $
                -
                
                
                
                7,117




See accompanying notes to condensed
consolidated financial statements.




5




Access
to Money, Inc.





Notes
to Condensed Consolidated Financial Statements (Unaudited)





1.
            Basis
      of Presentation





Basis of
Presentation





The accompanying unaudited condensed
consolidated financial statements of Access to Money, Inc. (formerly known as
TRM Corporation) and its subsidiaries (collectively, the "Company," "we" or
"us") have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC") for interim financial statements, and
reflect all adjustments, consisting only of normal recurring adjustments, which,
in the opinion of management, are necessary for a fair statement of the results
of the interim periods.  These condensed consolidated financial
statements should be read in conjunction with our annual report on Form 10-K for
the year ended December 31, 2008.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States of
America have been condensed or omitted pursuant to such rules and
regulations.  The results of operations for the periods presented are
not necessarily indicative of the results to be expected for any subsequent
interim period or for the year ending December 31, 2009.





Description of
Business





We are an independent sales
organization, or ISO, servicing businesses in the operation of automated teller
machines, or ATMs.  We entered the ATM business in 1999 and expanded
operations through both internal growth and acquisitions from 1999 to
2004.  During 2005-2007 we sold assets and non-ATM operations to
reduce debt and to focus our business on our ATM operations.  In April
2008, we acquired LJR Consulting Corp., d.b.a. Access to Money ("LJR
Consulting"), a large independently-owned ATM company.  This
acquisition added 4,200 ATMs to our portfolio and a service infrastructure upon
which future expansion could be built.  In June 2009, we
consummated a merger with and into Access to Money, Inc., a Delaware corporation
and our wholly-owned subsidiary, for the purpose of changing our state of
incorporation from Oregon to Delaware and changing our name to "Access to Money,
Inc."  At June 30, 2009, we had approximately 12,000 ATMs under
contract.





Financial Statement
Reclassifications





Certain financial statement
reclassifications have been made to prior period amounts to conform to the
current period presentation.  These changes had no impact on
shareholders’ equity or previously reported net income.  Based on the
terms of the Lampe Note Facility and the note payable to the former owner of LJR
Consulting, we have made a reclassification to move $2.7 million of term loan
balances under current liabilities to term loans and other debt under long term
liabilities.  In relation to the accounting for warrants, we have
reclassified $4.6 million of the deferred financing cost associated with the
initial valuation to debt discount from deferred financing costs based on a pro
rata allocation of their fair value to the net proceeds.  We will
continue to amortize this cost and account for it under interest
expense.




6




In connection with the preparation of
our financial statements for the quarter ended June 30, 2009, we determined
that the cumulative effect of the reclassification of warrants and the change in
the fair value of warrants in accordance with Emerging Issue Task Force
Issue No. 07-5 ("EITF No. 07-5") which we reported for the three-month
period ended March 31, 2009 needed to be restated. We have restated our
interim condensed consolidated financial statements as of March 31, 2009, and
for the interim period then ended, accordingly.  As more fully
explained in Note 2 – Recent Accounting Pronouncements – Warrants, we have: (i)
recorded a $619,000 change in the cumulative effect of the reclassification of
our outstanding warrants to $1,493,000 as the result of a revaluation, which
increased our accumulated deficit and total shareholders' deficit; and (ii)
recorded a $63,000 credit to decrease the previously reported change in warrant
value of $185,000 to $122,000 for the period ended March 31, 2009, which will
result in a decrease in our net loss and a like decrease to accumulated deficit
and total shareholders' deficit.





2.
            Summary
      of Significant Accounting Policies





Principles of
Consolidation





The condensed consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries.  Our subsidiaries at June 30, 2009 consisted of TRM
Copy Centers (USA) Corporation, TRM (Canada) Corporation, TRM ATM Corporation,
TRM ATM Acquisition Corporation, Access Cash International LLC, Access to
Money-SL, Inc., and LJR Consulting Corp.





Use of
Estimates





The preparation of our financial
statements requires us to make estimates and judgments that affect the reported
amounts of our assets, liabilities, sales, costs and expenses, and the
disclosure of contingent assets and liabilities.  On an on-going
basis, we evaluate our estimates and judgments, including those related to
impairments, depreciation, intangible assets, accounts receivable, inventories,
and income taxes.  We base our estimates and judgments on historical
experience and on various assumptions that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these estimates under
different assumptions or conditions.





Cash and Restricted
Cash





At June 30, 2009 and
December 31, 2008 we had $800,000 and $2.0 million, respectively, of cash
held by a bank as collateral for a letter of credit that is classified as
restricted cash on our balance sheet.  The restricted cash pertains to
an agreement with our vault cash supplier.




7




Revenue Recognition,
Discounts and Accounts Receivable





A portion or all of each ATM surcharge
is paid to retail businesses, depending upon the contract terms with
them.  We receive daily reports of ATM transactions electronically
from ATM network processors.  On a monthly basis, ATM transaction data
is used to calculate the retailer’s applicable commission, which is generally
dependent upon transaction volumes, and we generally remit the commission
directly to the retailer’s bank account through electronic funds
transfer.  We recognize ATM revenue based on the actual month
transactions reported by the ATM processing network.  Total sales
activity and commissions are reported separately in the condensed consolidated
statements of operations to arrive at net sales.





Accounts receivable are shown net of
allowance for doubtful accounts of $368,000 and $648,000 at June 30, 2009
and December 31, 2008, respectively.





Inventories





Inventory is stated at the lower of
cost (first-in, first-out method) or market.  Inventory consists
primarily of ATMs and related parts and equipment.  ATMs and parts
available for sale are classified as inventory until such time as the machine or
part is sold or installed and in service.  Once the ATM or part is
sold, it is relieved to cost of sale or fixed assets.





The following table summarizes
inventories (in thousands):





June 30,
                  
                  
                  December 31,2009
                  
                  
                  2008Parts
                  
                  $
                  300
                  
                  
                  $
                  141ATMs
      held for resale
                  
                  
                  436
                  
                  
                  
                  364$
                  736
                  
                  
                  $
                  505





Fixed
Assets





Fixed assets are recorded at cost plus
amounts required to place equipment in service.  Depreciation and
amortization begins when the asset is placed in service.  ATMs,
furniture and fixtures and computer equipment are generally depreciated using
the straight-line method over the estimated remaining useful lives of the
related assets.  Estimated useful lives are as follows:





ATMs
                3-10
      yearsComputer
      equipment
                2-5
      yearsFurniture
      and fixtures
                5-7
      years





Upon the sale or other disposition of
an asset, cost and accumulated depreciation are removed from the accounts and
any gain or loss is reflected in gain (loss) on sale of assets.




8




Goodwill and Intangible
Assets





As of June 30, 2009 and
December 31, 2008, our assets included goodwill of $10.7 million, and
intangible assets with net carrying amounts of $1.9 million and $2.1 million,
respectively.  Statement of Financial Accounting Standards No. 142, or
SFAS 142, "Goodwill and Other Intangible Assets" provides that goodwill and
other intangible assets that have indefinite useful lives will not be amortized,
but instead must be tested at least annually for impairment, and intangible
assets that have finite useful lives should be amortized over their estimated
useful lives.  SFAS 142 also provides specific guidance for testing
goodwill and other non-amortized intangible assets for
impairment.  SFAS 142 requires management to make certain estimates
and assumptions in order to allocate goodwill to reporting units and to
determine the fair value of a reporting unit's net assets and liabilities,
including, among other things, an assessment of market conditions, projected
cash flows, interest rates, and growth rates, which could significantly impact
the reported value of goodwill and other intangible assets.





Since December 31, 2008 there have
not been any additional indicators of impairment and we have determined that no
additional impairment is necessary.





Due to the current economic environment
there can be no assurances that the Company’s estimates and assumptions
regarding the duration of the economic recession, or the period or strength of
recovery, made for purposes of the Company’s goodwill impairment testing during
the year ended December 31, 2008 will prove to be accurate predictions of the
future.





The following table summarizes Goodwill
and Intangible Assets at June 30, 2009 (in thousands):





Gross Carry
                  
                  
                  AccumulatedAmount
                  
                  
                  Amortization
                  
                  
                  NetGoodwill
                  
                  $
                  10,654
                  
                  
                  $
                  -
                  
                  
                  $
                  10,654Intangible
      Assets
                  
                  
                  2,696
                  
                  
                  
                  775
                  
                  
                  
                  1,921Total
                  
                  $
                  13,350
                  
                  
                  $
                  775
                  
                  
                  $
                  12,575





Income
Taxes





We account for income taxes utilizing
the asset and liability method.  Under the asset and liability method,
we determine deferred tax assets and liabilities based on differences between
the financial reporting and income tax bases of assets and liabilities, and
measure them by applying enacted tax rates and laws to the taxable years in
which such differences are expected to reverse.





Stock-Based
Compensation





Stock-based compensation is measured as
the fair value of the award at its grant date based on the estimated number of
awards that are expected to vest, and recorded over the applicable service
period.  In the absence of an observable market price for a
share-based award, the fair value is based upon a valuation methodology that
takes into consideration various factors, including the exercise price of the
award, the expected term of the award, the current price of the underlying
shares, the expected volatility of the underlying share price, the expected
dividends on the underlying shares and the risk-free interest
rate.  We have recognized compensation expense based on the estimated
grant date fair value method using the Black-Scholes valuation
model.




9




Net Income (Loss) Per
Share





Basic earnings per share is computed
using the weighted average number of common shares outstanding during the
period.  It also assumes that outstanding common shares were increased
by shares issuable upon exercise of those stock options and warrants for which
the market price exceeds exercise price, less shares which we could have
purchased with related proceeds.  All outstanding options and warrants
were excluded from the calculation of diluted earnings per share for 2009 and
2008 because their inclusion would have been antidilutive.





Subsequent
Events





These financial statements were
approved by management and the board of directors and were issued on August 14,
2009.  Management has evaluated subsequent events through this
date.





Recent Accounting
Pronouncements





In April 2008, the FASB issued FASB
Staff Position ("FSP") No. 142-3, "Determination of the Useful Life of
Intangible Assets" which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142.  FSP 142-3 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal
years.  It is effective for our fiscal year beginning in
January 2009.  The guidance contained in this FSP for determining
the useful life of a recognized intangible asset shall be applied prospectively
to intangible assets acquired after the effective date.  However, the
disclosure requirements of FSP No. 142-3 must be applied to all intangible
assets recognized in our financial statements as of the effective
date.  We have considered potential factors that would impact
intangible asset values and the adoption did not have a material impact on our
financial statements.





In April 2009, the FASB issued FSP FAS
157-4, "Determining Whether a Market Is Not Active and a Transaction Is Not
Distressed," which supersedes FSP FAS 157-3.  This FSP provides
additional guidance in determining whether a market is active or inactive and
whether a transaction is distressed.  It is applicable to all assets
and liabilities that are measured at fair value and requires enhanced
disclosures.  This FSP is effective for interim and annual reporting
periods ending after June 15, 2009, and shall be applied
prospectively.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, "Interim Disclosures about
Fair Value of Financial Instruments," which amends FAS No. 107, "Disclosures
about Fair Values of Financial Instruments," to require disclosures about fair
value of financial instruments in interim, as well as, annual financial
statements.  It also amends APB Opinion No. 28, "Interim Financial Reporting,"
to require those disclosures in all interim financial
statements.  This FSP is effective for interim reporting periods
ending after June 15, 2009.




10




Warrants





Effective January 1, 2009, we
adopted the provisions of Emerging Issue Task Force Issue No. 07-5, Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity's Own Stock (EITF
07-5).  The adoption of EITF 07-5's requirements can affect the
accounting for warrants and many convertible instruments with provisions that
protect holders from a decline in the stock price (or "down-round"
provisions.)  For example, warrants with such provisions will no
longer be recorded in equity.  Down-round provisions reduce the
exercise price of a warrant or convertible instrument if a company either issues
equity shares for a price that is lower than the exercise price of those
instruments or issues new warrants or convertible instruments that have a lower
exercise price.  We evaluated whether warrants to acquire stock of the
Company contain provisions that protect holders from declines in the stock price
or otherwise could result in modification of the exercise price and/or shares to
be issued under the respective warrant agreements based on a variable that is
not an input to the fair value of a "fixed-for-fixed" option. We determined that
all of the Company's warrants contained such provisions, thereby concluding they
were not indexed to the Company's own stock.





In accordance with Statement of
Financial Accounting Standards No. 157, Fair Value Measurements
("SFAS No. 157"), SFAS No. 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements.  SFAS
No. 157 clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants.  As such, fair value
is a market-based measurement that should be determined based on assumptions
that market participants would use in pricing an asset or
liability.  As a basis for considering such assumptions there exists a
three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value as follows:





●
            Level
      1 - unadjusted quoted prices in active markets for identical assets or
      liabilities that the Company has the ability to access as of the
      measurement date.





●
            Level
      2 - inputs other than quoted prices included within Level 1 that are
      directly observable for the asset or liability or indirectly observable
      through corroboration with observable market
  data.





●
            Level
      3 – unobservable inputs for the asset or liability only used when there is
      little, if any, market activity for the asset or liability at the
      measurement date.





This requires us to use observable
market data, when available, and to minimize the use of unobservable inputs when
determining fair value.




11




Recurring
Level 3 activity, Reconciliation and Basis for Valuation





The table below provides a
reconciliation of the beginning and ending balances for our warrant liability at
fair value using significant unobservable inputs (Level 3).  The table
reflects an increase in our warrant value categorized as Level 3 as of
June 30, 2009.





Balance
      as of January 1, 2009
                  
                  $
                  1,493Increase
      in fair value of warrants
                  
                  
                  2,995Balance
      as of June 30, 2009
                  
                  $
                  4,488





We determined the fair value of our
warrants using a Black-Scholes model that considered their "down-round"
provisions that reduce the exercise price if we issue new warrants or equity at
a lower price.  The model considered amounts and timing of future
possible equity and warrant issuances and historical volatility of our stock
price.  The significant assumptions we used were a per share stock
price of $0.30, a risk free rate of 2.84% and a historical volatility of
111.0%.





In accordance with EITF 07-5, beginning
on January 1, 2009, we recognized these warrants as liabilities at their
respective fair values on each reporting date.  The cumulative effect
of the change in accounting for these warrants of approximately
$1.5 million was recognized as an adjustment to the opening balance sheet
at January 1, 2009.  The cumulative effect adjustment was the
difference between the amounts recognized in the condensed consolidated balance
sheet before initial adoption of EITF 07-5 and the amounts recognized in the
condensed consolidated balance sheet upon the initial application of EITF
07-5.  The amounts recognized in the condensed consolidated balance
sheet as a result of the initial application of EITF 07-5 on January 1,
2009 were determined based on the amounts that would have been recognized if
EITF 07-5 had been applied from the issuance date of the warrants.  We
measured the fair value of the warrants as of June 30, 2009, and recorded
approximately a $3.0 million charge to increase the liability associated
with these warrants.





3.
            Lease
      Receivables





In 2008, we had direct finance leases
with a customer in place for ATMs and bank branch build out construction and
equipment expiring in 2013.  On April 13, 2009, we received a
payment from Savoy Bank in the amount of $999,519 to satisfy their obligation to
us under two leases.




12




4.
            Notes
      Payable and Other Debt (in
thousands):





June 30,
                    2009
                  
                  
                  December 31,
                    2008Lampe
      Note Facility
                  
                  
                  11,000
                  
                  
                  
                  11,000Note
      payable to former LJR Consulting owner
                  
                  
                  9,755
                  
                  
                  
                  9,755Notemachine
                  
                  
                  980
                  
                  
                  
                  1,306Other
      debt
                  
                  
                  1,453
                  
                  
                  
                  1,604Debt
      discount
                  
                  
                  (3,561
                  )
                  
                  
                  (4,566
                  )$
                  19,627
                  
                  
                  $
                  19,099





On April 18, 2008, we borrowed $11.0
million pursuant to a Securities Purchase Agreement (the "Securities Purchase
Agreement") with LC Capital Master Fund, Ltd. as lender (the "Lender") and
Lampe, Conway & Co., LLC as administrative and collateral agent (the "Lampe
Loan Facility").  We used proceeds from this loan primarily to pay (1)
the remaining balance of Term Loan B that we owed to GSO Origination Funding
Partners and the other lenders, (2) $1.0 million we borrowed from LC Capital
Master Fund, Ltd. in February 2008, (3) $1.0 million we owed under a
settlement agreement with the purchaser of our United Kingdom and German ATM
businesses, (4) the $2.5 million settlement we owed to eFunds Corporation, and
(5) the cash portion of the purchase price for the acquisition of LJR
Consulting. The $11.0 million note from the Lender accrues interest at 13%,
payable semiannually, and is due in April 2011.  The Lampe Loan
Facility includes covenants that require us to maintain a certain balance of
cash and investments and to meet quarterly minimum Consolidated EBITDA targets
(as defined in the Securities Purchase Agreement) and maintain at least 10,250
ATMs.  The borrowings pursuant to the Lampe Loan Facility are
collateralized by substantially all of our assets and the assets of our
subsidiaries.





In connection with a securities
purchase agreement entered into on February 8, 2008 with Lender and Lampe,
Conway & Co., LLC, we granted a warrant to the Lender to purchase up to
2,500,000 shares of our common stock at an exercise price initially equal to
$.40 per share, subject to adjustment for any recapitalizations, stock
combinations, stock dividends and stock splits, or if we issue common stock, or
securities convertible into common stock, at a lower price.  Upon
issuance of the warrant granted under the Lampe Loan Facility, which had a lower
exercise price, the exercise price of this warrant was automatically reduced to
$.28 per share.  The warrant is exercisable at any time and expires on
February 8, 2015.  We have agreed to register the shares issuable upon
exercise of the warrant.





In connection with the Lampe Loan
Facility, we granted a warrant to the Lender to purchase up to 12,500,000 shares
of our common stock at an initial exercise price of $.28 per share, subject to
adjustment for any recapitalizations, stock combinations, stock dividends and
stock splits or if we issue common stock, or securities convertible into common
stock, at a lower price.  The warrant is exercisable at any time and
expires on April 18, 2015.  We have agreed to register the shares
issuable upon exercise of the warrant.




13




As part of the purchase price for all
of the capital stock of LJR Consulting, in April 2008, we issued a note payable,
in the amount of $9.8 million, to the former owner of LJR Consulting (and
current Chief Operating Officer of the Company).  The note accrues
interest at 13% per annum payable quarterly and the principal balance is due
April 18, 2015.  Payments under the promissory note are subordinated
to the payment in full of the Lampe Loan Facility and the amended and restated
settlement agreement with Notemachine.





In November 2007, we entered into a
settlement agreement with Notemachine Limited ("Notemachine") relating to the
sale to Notemachine of our United Kingdom and German ATM businesses in January
2007.  Pursuant to the settlement agreement, we agreed to repay
£3.3 million (approximately $6.4 million) in full and final settlement of
claims by Notemachine relating to the sale.  Upon closing the Lampe
Loan Facility in April 2008, we paid Notemachine £506,000 plus outstanding
interest, reducing the balance outstanding to £1,410,000 (approximately $2.8
million).  We also executed an amended settlement agreement with
Notemachine on April 18, 2008 (the "Amended Settlement Agreement") under
which the outstanding balance is due in monthly payments of £71,212
(approximately $115,000), including interest at 15% per annum through March
2010.  As of June 30, 2009, we owed £595,000 (approximately
$980,000) pursuant to the Amended Settlement Agreement.





We had $1.5 million and $1.6 million of
other debt as of June 30, 2009 and December 31, 2008,
respectively.  This debt represents notes payable balances due to the
former owner of LJR Consulting for vault cash and a bank for a lease related to
a customer project.





Vault Cash





We do not use our own funds for vault
cash, but rather rely upon third party sources to place cash in ATMs which we
own or have an arrangement with the merchant to fund the cash.  In
general, we rent vault cash from financial institutions and pay a negotiated
interest rate for the use of the money.  The vault cash is never in
the possession of or controlled by us but rather cycles from the bank to the
armored car carrier and to the ATM.  Each day's withdrawals are
settled back to the bank on the next business day.  We have a contract
with the bank and armored car carriers stating that the vault cash belongs to
the bank and that neither we nor the armored car carrier has any legal rights to
the funds.  The required vault cash is obtained under the following
arrangement:





TRM ATM Corporation entered into a
series of Cash Provisioning Agreements with U.S. Bank National Association,
doing business as Elan Financial Services (“Elan”), and various armored car
carriers, dated October 31, 2008 (the “Cash Provisioning
Agreements”).  The Cash Provisioning Agreements provide that Elan will
provide cash, through the use of armored car carriers, for our
ATMs.  The term of the Cash Provisioning Agreements is for a period of
five years and automatically renews for additional one year periods unless
either party gives the other parties notice of its intent to
terminate.  We are responsible for the payment of fees related to the
use of the cash.  We provided Elan with a subordinated lien and
security interest in the ATMs, subject to the security interest of Lampe Conway
& Co., LLC, Notemachine Limited, and Douglas Falcone, and any third party
providing the direct financing of any ATM equipment and any refinancings of any
of the foregoing.  The Cash Provisioning Agreements also require us to
maintain a positive demand account balance with Elan or, at our option, a letter
of credit in favor of Elan in an amount not less than $800,000.  Elan
may draw on the account balance or letter of credit (i) in the event we
materially default in the performance of any duties or obligations, which is not
cured within 30 days notice; (ii) if we (A) terminate or suspend our business,
(B) become subject to any bankruptcy or insolvency proceeding under federal or
state statute, (C) become insolvent or become subject to direct control by
a trustee, receiver or similar authority, (D) wind up or liquidate, or (E) are
required to terminate our involvement in the activities covered by the Cash
Provisioning Agreements by order of a court of competent jurisdiction or a
regulatory agency which governs the activities of a party; and (iii) in order to
obtain payment of any fees, charges or other obligations that have not been paid
pursuant to the Cash Provisioning Agreements.  The demand account
balance or letter of credit must remain open and funded by us for a period of 90
days after the termination of the Cash Provisioning Agreements.




14




5.
            Shareholders'
      Deficit





Stock-based Compensation





Stock-based compensation expense, which
is included in selling, general and administrative expense during the six months
ended June 30, 2009 and 2008 was as follows (in thousands):





2009
                  
                  
                  2008Option
      grants
                  
                  $
                  53
                  
                  
                  $
                  46Restricted
      shares
                  
                  
                  13
                  
                  
                  
                  1,573Total
      stock-based compensation expense
                  
                  $
                  66
                  
                  
                  $
                  1,619





A summary of stock option activity
during the six months ended June 30, 2009 follows:





Number of
                      shares
                    
                    
                    Weighted average
                      exercise priceOutstanding
      January 1, 2009
                    
                    
                    248,500
                    
                    
                    $
                    1.43Options
      granted
                    
                    
                    0Options
      exercised
                    
                    
                    0Options
      cancelled
                    
                    
                    (1,000
                    )
                    
                    
                    12.12Outstanding
      June 30, 2009
                    
                    
                    247,500
                    
                    
                    $
                    1.39





As of June 30, 2009, options to
purchase 247,500 shares of common stock at a weighted average exercise price of
$1.39 per share were vested and exercisable.




15




A summary of restricted stock activity
as of June 30, 2009 follows:





SharesUnvested
      shares January 1, 2009
                    
                    
                    1,410,000Restricted
      shares granted
                    
                    
                    75,000Restricted
      shares vested
                    
                    
                    300,000Restricted
      shares forfeited
                    
                    
                    (50,000
                    )Unvested
      shares June 30, 2009
                    
                    
                    1,135,000





The warrant issued in connection with
the April 18, 2008 Securities Purchase Agreement triggered a "change in
control" provision in our 2005 Omnibus Stock Incentive Plan, resulting in
immediate vesting, as of April 18, 2008, of all of our then outstanding stock
options and restricted stock grants.  As a result of the vesting in
April 2008, we estimated the fair value of the options and restricted stock
grants, and charged the expense and any excess of the fair value of those
options and restricted stock grants over their remaining unamortized value
together with the remaining unamortized value of the options and restricted
stock grants based on their original issuance terms.





Common Stock Warrants





At June 30, 2009, we had outstanding
warrants to purchase an aggregate of 18.1 million shares of our common
stock at $0.28 per share.  We have agreed to register the shares
subject to all of our outstanding warrants.





See Note 2 regarding the treatment of
warrants in accordance with EITF 07-5.





6.
            Provision
      for Income Taxes





We have recorded no benefit from our
losses for the first six months of 2008 or 2009 because we are uncertain that we
will be able to realize the benefit of our net operating loss carryforwards and
future deductible amounts.  As of June 30, 2009, we have net
operating losses of approximately $64.2 million available to offset future
taxable income for United States federal income tax purposes which expire in the
years 2020 through 2028, and our Canadian subsidiary has net operating loss
carryforwards of approximately $15.0 million available to offset future taxable
income in Canada which expire in the years 2009 through
2017.  However, we have sold the assets of our Canadian subsidiary,
and it no longer has any operations.




16




7.
            Commitments
      and Contingent Liabilities





We are a defendant in one action that
has arisen in the normal course of business.  We believe that this
matter is immaterial and will not have an adverse effect on our business or
financial condition.





8.
            Fair
      Value of Financial Instruments





Financial instruments, including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
market value because of the short maturity of these instruments.





We utilized a discounted cash flow
model to calculate the fair market value of each
instrument.  Additional inputs to our valuation model included
contractual cash payments and the principal repayment at the maturity
date.





As of June 30, 2009(In thousands)
                          
                          Carrying Amount
                          
                          
                          Fair ValueDebt:Lampe
      Note Facility
                          
                          
                          11,000
                          
                          
                          
                          11,473Doug
      Falcone Note
                          
                          
                          9,755
                          
                          
                          
                          9,891Notemachine
      Note
                          
                          
                          980
                          
                          
                          
                          991




ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      AND RESULTS OF OPERATIONS





Cautionary
Statements Regarding Forward-Looking Statements





This report contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").  All statements other than
statements of historical facts included or incorporated by reference in this
quarterly report on Form 10-Q, including without limitation, statements
regarding our future financial position, business strategy, budgets, projected
revenues, projected costs and plans and objective of management for future
operations, are forward-looking statements.  In addition,
forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expects," "intends,"
"plans," "projects," "estimates," "anticipates," or "believes" or the negative
thereof or any variation there on or similar terminology or
expressions.





These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from results proposed in such statements.  Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have
been correct.  Important factors that could cause actual results to
differ materially from our expectations include, but are not limited to: a
decline in ATM transaction volume or fees, changes in technology standards, a
failure by third parties to service our ATMs, regulatory changes, increases in
interest rates, the inability to obtain cash for our ATMs, and statements of
assumption underlying any of the foregoing, as well as other factors set forth
under the caption "Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2008 filed with the Securities and Exchange
Commission.




17




All subsequent written and oral
forward-looking statements attributable to us, or persons acting on our behalf,
are expressly qualified in their entirety by the foregoing.  Except as
required by law, we assume no duty to update or revise our forward-looking
statements based on changes in internal estimates, expectations, or
otherwise.





Overview





Access to Money, Inc. (the "Company,"
"we" or "us") is an independent sales organization, or ISO, servicing businesses
in the operation of automated teller machines, or ATMs.  From 1999 to
2004, we expanded our ATM operations through both internal growth and through
acquisitions including, in November 2004, the acquisition of a network of over
15,000 ATMs from eFunds Corporation ("eFunds").  From 2005 to 2007, we
sold assets and non-ATM operations to reduce debt and to focus our business on
our ATM operations.  In April 2008, we acquired LJR Consulting Corp.,
d.b.a. Access to Money ("LJR Consulting"), an independently-owned ATM
company.  This acquisition added 4,200 ATMs to our portfolio and a
service infrastructure that we can continue to build upon.





We currently manage, own and operate
approximately 12,000 ATMs across the United States (typically under multi-year
contracts) for independent store owners, larger retail chains, hotels, stadiums,
universities, banks, credit unions, and other financial
institutions.  We also offer our financial institution clients a
one-stop solution for new branch construction and fit outs.  In
addition to providing our merchant customers with supplemental revenues from
transaction fees, we believe that the presence of ATMs in a merchant’s store
helps to promote higher foot traffic, increased impulse purchases, and longer
shopping times since they often make the retail site a destination for
cash.  We attempt to maximize the usefulness of our ATMs to our
customers by participating in as many electronic funds transfer networks, or
EFTNs, as practical, including NYCE, Visa, Mastercard, Cirrus, Plus, American
Express, Discover/Novus, and STAR.





We deploy ATMs under the following two
programs:





Company-owned
program.  Under this program, there are three formats under
which an ATM is operated:





·
            We
      own the ATM and are responsible for all of the operating expenses
      including maintenance, cash management and loading, supplies, signage and
      telecommunication services;





·
            We
      own the ATM and are responsible for all operational aspects of the unit
      except for cash management and loading;
and




18




·
            The
      merchant owns the ATM and we are responsible for all operational
      aspects.





Merchant-owned
program.  Under a merchant-owned arrangement, the merchant
typically buys the ATM through us and is responsible for most of the operating
expenses, such as maintenance, cash management, supplies, and telecommunication
services.  We typically provide access to transaction processing
services, and the merchants use our maintenance services from time to
time.  Our rental program is similar to our merchant-owned program,
except that the merchant rents the ATM from us rather than purchasing it, and we
provide the maintenance and supplies for the machine.





As of June 30, 2009, we had 2,186
ATMs operating under the programs for which we were responsible for cash
management and 9,136 ATMs for which merchants were responsible for cash
management.





Operational
Metrics





We derive most of our revenue from
transaction-based sales.  We also generate revenue from the sale of
ATM equipment and third-party service sales.  We describe these
sources of revenue below.





Transaction-based
sales — sales we derive from withdrawal fees and interchange
fees.





·
            Withdrawal fees — fees we receive from a
      processor derived from a customer making an ATM
      withdrawal.  Withdrawal fees are sometimes referred to as
      surcharge or convenience fees in the
industry.





·
            Interchange fees — fees that an EFTN
      charges the customer’s financial institution for routing a withdrawal
      transaction or an account balance inquiry.  The interchange fee
      is shared between the EFTN and us, as the ATM service provider, based on
      an agreement between us and the EFTN.  Interchange fees apply to
      all transactions on ATMs that we own and ATMs owned by merchants and
      managed or serviced by us.





Service and other
sales — fees we charge for providing repair, maintenance, other services,
parts and supplies to merchants who purchase or rent ATMs from us and to
third-party ATM operators.





Sales of ATM
equipment — sales of ATM equipment to merchants in our merchant-owned
program and to independent operators.





Our principal operating cost is the
commissions we pay to the merchants where our ATMs are located.  The
amount of the commission is dependent on a number of factors the most important
of which is whether we provide the cash for the machines.  Generally,
company-owned, company-cashed machines incur the lowest sales
commission.




19




Restructuring
and Branding





During the past two years, we have
implemented a plan to strengthen the Company by focusing on the sales, service
and management of ATMs within the United States.  We underwent a
complete restructuring effort by selling underperforming operations and assets,
streamlining operating unit functionality and responsibility, reviewing vendor
relationships and contracts, identifying complementary business partners and
managing the transition towards our core strengths.





In April 2008, we finalized our most
significant transforming event through the acquisition of LJR
Consulting.  Upon completion of this transaction, we implemented an
intensive integration effort designed to achieve the benefits associated with
synergies we identified during the transaction.  One of the major
changes included the re-branding of our parent company identity, TRM
Corporation, to our new corporate brand, "Access to Money."  We
believe this name and brand uniquely identifies the products and services we
offer and provides a simple, yet powerful, vision and connection to our clients,
industry and consumers.





Economic
and Strategic Outlook





As a result of our efforts to
streamline operations and the benefits we have realized from the acquisition of
LJR Consulting, we have experienced consistent positive improvement in cash flow
as evidenced by our $1.5 million increase in cash from December 31, 2008 to
June 30, 2009.  Despite the difficult economic conditions that
may lie ahead, we expect this trend to continue.  While the downturn
in the economy has impacted our transaction levels, which are 5%-8% below what
was expected in 2009, our cost savings and efficiency measures have resulted in
gross profit and operating profit remaining within our forecasts.  In
addition, we have been cutting our portfolio to remove unprofitable, lower
performing machines, which have further improved our financial performance and
cash flow generation.





As we previously announced, we recently
entered into an exclusive distribution agreement with Select-A-Branch ATM
Network, LLC ("Select-A-Branch").  Our partnership with
Select-A-Branch will allow us to deploy Select-A-Branch enabled ATMs that
provide surcharge free transactions to customers of Select-A-Branch member
institutions at locations employing this technology.  The benefit of
this program will be to increase transaction levels at participating machines
while not impacting machine gross revenue.  We are deploying
Select-A-Branch enabled machines with our largest customers in the third quarter
of 2009.
  20





Factors
Impacting Comparability





As of April 2008, our operating results
include the results of the ATM operations of LJR Consulting.  Due to
the significance of this acquisition, our operating results for the three-month
and six-month periods ended June 30, 2009 are not directly comparable to
our historical results for the three-month and six-month periods ended
June 30, 2008.  The 2008 second quarter included results for LJR
Consulting from April 18 through June 30.  The second
quarter results for 2009 include results from April 1 through
June 30.  Gross sales, commissions and transactional statistics
were impacted in the second quarter and first six months of 2009 compared
to the corresponding periods in 2008 as a result of the
acquisition.  Selling, general, and administrative expenses decreased
by $2.3 million, or 45.4%, in the second quarter of 2009 compared to the
corresponding period in 2008, and decreased by $2.4 million during the
first six months of 2009 as compared to 2008.  The decreases
in selling, general, and administrative expenses between the second quarter of
2009 and 2008 and the first six months of 2009 and 2008 resulted in part from a
$1.5 million charge in 2008 for the acceleration of non-cash stock compensation
associated with the acquisition.  Interest and amortization expenses
were higher in the second quarter of 2009 and the first six months of 2009
compared to the corresponding periods in 2008 as a result of the
refinancing of debt borrowed to acquire LJR Consulting and the
amortization of tangible and intangible assets recorded as part of the
acquisition.  In the second quarter of 2008, other expense included a
$1.5 million charge for the loss on early extinguishment of debt related to
the payoff of a prior loan and the acceleration of cost pertaining to warrants
associated with that debt.  The comparability of our results for the
second quarter of 2009 and first six months of 2009 to the
corresponding periods in 2008 were also impacted by recording
mark-to-market valuation adjustments of $2.9 million in the second quarter
of 2009 and a $3.0 million adjustment in the six month period ended June
30, 2009.





Recent
Developments





In June 2009, we consummated a merger
with and to Access to Money, Inc., a Delaware corporation and our wholly-owned
subsidiary, in order to change our state of incorporation from Oregon to
Delaware and to change our name to “Access to Money, Inc.”  As a
result of the merger, the number of shares of common stock we are authorized to
issue was reduced from 100,000,000 shares to 70,000,000 shares and our ticker
symbol has changed to “AEMI.”





In June 2009, we announced that, in
furtherance of our goal to provide innovative services to financial
institutions, we were entering the private student loan processing
business.  This new initiative provides a robust platform for credit
unions and small regional banks to provide private student loans to their
members and customers.  With this program, the Company, through our
wholly owned subsidiary Access to Money-SL, Inc., will deliver a complete
outsourced solution to these financial institutions.  The system will
electronically accept loan applications, gather financial information, deliver
loan documents, and certify loans with university financial aid offices enabling
our customers to deliver quick preliminary approvals of these student loan
applications.




21





Three
Months Ended June 30, 2009 Compared to Three Months Ended June 30,
2008





Results
      of Operations (in thousands, except operating and percentage
      data)Three
      months ended
                      
                      
                      Three
      months endedJune
      30, 2009
                      
                      
                      June
      30, 2008Amount
                      
                      
                      %
                      
                      
                      Amount
                      
                      
                      %Transaction-based
      sales
                      
                      $
                      21,828
                      
                      
                      
                      100.0
                      %
                      
                      $
                      21,542
                      
                      
                      
                      100.0
                      %Less
      commissions
                      
                      
                      15,837
                      
                      
                      
                      72.5
                      
                      
                      
                      14,896
                      
                      
                      
                      69.1Net
      transaction-based sales
                      
                      
                      5,991
                      
                      
                      
                      28.5
                      %
                      
                      
                      6,646
                      
                      
                      
                      30.9
                      %Service
      and other sales
                      
                      
                      763
                      
                      
                      
                      
                      
                      
                      
                      1,418Sales
      of ATM equipment
                      
                      
                      545
                      
                      
                      
                      
                      
                      
                      
                      747Branch
      build out
                      
                      
                      (6
                      )
                      
                      
                      
                      
                      
                      
                      165Net
      sales
                      
                      
                      7,293
                      
                      
                      
                      
                      
                      
                      
                      8,976Cost
      of sales:Cost
      of vault cash
                      
                      
                      507
                      
                      
                      
                      
                      
                      
                      
                      916Other
                      
                      
                      3,207
                      
                      
                      
                      
                      
                      
                      
                      4,244Gross
      profit
                      
                      $
                      3,579
                      
                      
                      
                      
                      
                      
                      $
                      3,816Operating
      data:Average
      number of transacting ATMs
                      
                      
                      11,330
                      
                      
                      
                      
                      
                      
                      
                      11,823Withdrawal
      transactions
                      
                      
                      9,002,165
                      
                      
                      
                      
                      
                      
                      
                      9,267,899Average
      withdrawals per ATM per month
                      
                      
                      265
                      
                      
                      
                      
                      
                      
                      
                      261Average
      transaction-based sales per withdrawal transaction
                      
                      $
                      2.43
                      
                      
                      
                      
                      
                      
                      $
                      2.33Average
      commission per withdrawal transaction
                      
                      $
                      1.76
                      
                      
                      
                      
                      
                      
                      $
                      1.60Net
      transaction-based sales per withdrawal transaction
                      
                      $
                      .67
                      
                      
                      
                      
                      
                      
                      $
                      .73





Sales





Transaction-based
sales increased by $286,000, or 1.3%, to $21.8 million during the second quarter
of 2009 compared to $21.5 million for the same period in 2008.  The
$655,000 decrease in service and other sales between the second quarters
of 2009 and 2008 is primarily attributable to the economic
slowdown.  Machine sales decreased $202,000 to $545,000 in the second
quarter of 2009 compared to 2008 due to lower demand as compared to the prior
year period.





The
average number of transacting ATMs in our network during the second quarter of
2009 decreased by 493 from the second quarter of 2008.  Since the
acquisition of LJR Consulting, we have actively reviewed the profitability of
our portfolio and decommissioned non-profitable machines to reduce cost and
improve overall profitability.  The decrease was also impacted by
regular attrition of units due to non-renewals, closure of locations by
merchants, and the deployment of new units as a result of the slow down in the
economy.  We have experienced increases in the average number of
withdrawals per ATM per month, average sales per withdrawal, and average
commission per withdrawal between the second quarters of 2009 and
2008.  Withdrawals per ATM improved as a result of our management and
reduction of lower volume machines.  Sales per withdrawal transaction
and commission per withdrawal increased due to merchants increasing surcharge
fees.  Net sales per withdrawal were impacted by this change along
with having a higher percentage of merchant-owned machines in our portfolio
which typically have higher commissions than a company-owned ATM.




22





Commissions





Commissions increased from
approximately $14.9 million in the second quarter of 2008 to approximately $15.8
million in the second quarter of 2009.  This increase of $900,000, or
6.0%, resulted primarily from the acquisition of LJR Consulting.  As a
percentage of transaction-based sales, commissions increased to 72.5% in the
second quarter of 2009 from 69.1% in the second quarter of 2008.  The
average commission per withdrawal transaction increased to $1.76 for the second
quarter of 2009 as compared to $1.60 for the second quarter of
2008.  These increases were the result of adding LJR Consulting's
machine base which consists primarily of merchant-owned, merchant-cashed
ATMs.  Since the commissions for machines which are cashed by
merchants are generally higher than the commissions for machines for which we
provide cash, our commissions as a percent of transaction-based sales have
increased.  Based on the current mix of merchant-cashed and Company
owned and cashed machines, we expect commissions as a percent of sales to remain
at current levels.





Cost
of Sales





Cost of sales from operations consist
primarily of cost of vault cash, maintenance and third party service costs, and
ATM processing costs.  Costs of sales decreased approximately
$1.4 million, or 26.9%, to approximately $3.7 million during the second
quarter of 2009 as compared to the second quarter of 2008.





Our cost of vault cash decreased by
$409,000, or 44.6%, to $507,000 during the second quarter of 2009 from
approximately $916,000 in the second quarter of 2008.  Although the
number of ATMs for which we provide cash increased from 2,174 in June 2008
to 2,186 in June 2009, the total amount of vault cash in our system
decreased by 36.3%, to $42.0 million at June 30, 2009 from $66.0
million at June 30, 2008.  In addition, the interest rate on
ourvault cash
facility decreased to 3.25% as of June 30, 2009 from 3.82% at June 30,
2008, primarily due to a reduction in the prime rate.  Both the
reduction in the amount of vault cash in the system and the decrease in the
interest rate were the result of our change in cash providers from DZ Bank to US
Bank in November 2008.





Maintenance and third party service
costs decreased $505,000 to $827,000 in the second quarter of 2009 compared to
$1.3 million in the second quarter of 2008.  This reduction is due to
improvements in coordination with our third party service vendors combined with
improved communications directly with our clients by our customer and technical
services teams.  We restructured our process to better define the
cause of ATM mechanical and operating issues and developed a communication
process to eliminate repeated service visits to machines.





Our ATM processing costs and
telecommunication costs decreased by $155,000, or approximately 15.1%, to
$868,000 due to decreased pricing as the result of a renegotiated contract with
eFunds, improved management over telecommunication vendors, and the
repositioning of ATMs to take advantage of minimum charges under other
processing contracts.




23





Selling,
General and Administrative Expense





Selling, general and administrative
expense decreased by approximately $2.3 million, or 46.0%, to
$2.7 million in the second quarter of 2009 from $5.0 million in the second
quarter of 2008.  Selling, general and administrative expense as a
percent of net sales decreased to 37.1% in the second quarter of 2009 from 55.3%
in the second quarter of 2008.





Payroll costs decreased by
approximately $400,000, or 22.2%, to $1.4 million in the second quarter of 2009
from $1.8 million in the second quarter of 2008.  This decrease is
attributable to the continued restructuring of our workforce and consolidation
of staff between the Oregon and New Jersey operations as a result of the
acquisition of LJR Consulting.  As of June 30, 2009, we had 66
employees.





Legal, accounting, and professional
expenses decreased $205,000, or 35.4%, to $374,000 in the second quarter of 2009
from $579,000 in the second quarter of 2008.  During the second
quarter of 2009, we relied on fewer consultants than in the second quarter of
2008 and had lower
external accounting fees due to the relocation of our accounting personnel to
New Jersey.  In addition, board members appointed in connection
with the acquisition are compensated for their services via stock whereas board
members who served during the second quarter of 2008 received fees paid in cash
for their services.  We continue to evaluate opportunities to further
reduce costs in these and other general and administrative areas.





Operating
Income (loss)





During the second quarter of 2009 we
generated $872,000 of operating income compared to a $1.1 million operating loss
in the second quarter of 2008.





Interest
Expense, Amortization of Debt Issuance Costs





Interest expense and amortization of
debt issuance costs and debt discount increased to approximately
$1.3 million during the second quarter of 2009 from $1.1 million in
the second quarter of 2008.  The increased interest expense is related
to our $11.0 million note with Lampe, Conway & Co., LLC, and the $9.8
million note to the former owner of LJR Consulting.  Both notes accrue
interest at 13% per annum.  In addition, the amortization of debt
issuance costs and debt discount estimated to be $5.9 million based on the value
of a warrant issued to Lampe, Conway & Co., LLC, also contributed to the
increase between the periods.





Provision
for Income Taxes





We have recorded no benefit from our
losses for the second quarter of 2009 and 2008 because we are uncertain that we
will be able to realize the benefit of our net operating loss carryforwards and
future deductible amounts.




24





Net
Loss





We recognized a net loss of
$3.2 million for the second quarter of 2009 compared to a net loss of $3.7
million for the second quarter of 2008.





Six
Months Ended June 30, 2009 Compared to Six Months Ended June 30,
2008




Results of Operations (in thousands, except
      operating and percentage data)Six
      months ended
                                    
                                    
                                    Six
      months endedJune
      30, 2009
                                    
                                    
                                    June,
      30, 2008Amount
                                    
                                    
                                    %
                                    
                                    
                                    Amount
                                    
                                    
                                    %Transaction-based
      sales
                                    
                                    $
                                    42,609
                                    
                                    
                                    
                                    100.0
                                    %
                                    
                                    $
                                    37,938
                                    
                                    
                                    
                                    100.0
                                    %Less
      commissions
                                    
                                    
                                    30,818
                                    
                                    
                                    
                                    72.3
                                    
                                    
                                    
                                    25,523
                                    
                                    
                                    
                                    67.2Net
      transaction-based sales
                                    
                                    
                                    11,791
                                    
                                    
                                    
                                    27.7
                                    %
                                    
                                    
                                    12,415
                                    
                                    
                                    
                                    32.8
                                    %Service
      and other sales
                                    
                                    
                                    1,797
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    2,628Sales
      of ATM equipment
                                    
                                    
                                    909
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    1,206Branch
      build out sales
                                    
                                    
                                    60
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    165Net
      sales
                                    
                                    
                                    14,557
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    16,414Cost
      of sales:Cost
      of vault cash
                                    
                                    
                                    982
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    1,899Other
                                    
                                    
                                    6,339
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    7,959Gross
      profit
                                    
                                    $
                                    7,236
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    6,556Operating
      data:Average
      number of transacting ATMs
                                    
                                    
                                    11,378
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    9,970Withdrawal
      transactions
                                    
                                    
                                    17,693,345
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    16,014,696Average
      withdrawals per ATM per month
                                    
                                    
                                    259
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    268Average
      transaction-based sales per withdrawal transaction
                                    
                                    $
                                    2.41
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    2.38Average
      commission per withdrawal transaction
                                    
                                    $
                                    1.74
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    1.59Net
      transaction-based sales per withdrawal transaction
                                    
                                    $
                                    .67
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    .79





Sales





Transaction-based sales were
approximately $42.6 million during the first-six months of 2009 compared to
approximately $37.9 million for the same period in 2008.  This $4.7
million, or 12.3%, increase was primarily attributable to the additional sales
contributed by LJR Consulting, which we acquired in the second quarter of
2008.  Service and other sales decreased $831,000 to $1.8 million
in the first six months of 2009 compared to 2008.  This was primarily
due to the sale of conversion parts for triple DES compliance that occurred in
the first quarter of 2008 without comparable sales in 2009.  The sale
of ATM machines decreased by $297,000 from $1.2 million in the first six months
of 2008 to $909,000 in 2009.





The number of transacting ATMs in our
network at June 30, 2009 was 11,322 compared to 11,914 at June 30,
2008.  The average number of transacting machines increased by 1,408
to 11,378 for the first six months of 2009 compared to 9,970 in
2008.  Note that the 2008 average is lower due to LJR Consulting units
being accounted for starting in April of 2008.  Adjusting the 2008
average to include the ATMs acquired from LJR Consulting for the full six month
period results in a 493 unit reduction between the first six months of 2009
compared to the first six month period of 2008.  Since the acquisition
of LJR Consulting, we have actively reviewed the profitability of our portfolio
and decommissioned non-profitable machines to reduce cost and improve overall
profitability.  The decrease was also impacted by regular attrition of
units due to non-renewals, closure of locations by merchants and the deployment
of new units as a result of the slow down in the economy.  We have
experienced increases in the average sales per withdrawal and average commission
per withdrawals between the second quarter of 2009 and 2008.  Sales
per withdrawal transactions and commissions per withdrawal increased due to
merchants increasing surcharge fees.  Net sales per withdrawal were
impacted by this change along with having a higher percentage of merchant-owned
machines in our portfolio which typically have higher commissions than a
company-owned ATM.




25





Commissions





Commissions increased from
approximately $25.5 million in the first six months of 2008 to approximately
$30.8 million in the first six months of 2009.  This increase of
$5.3 million, or 20.7%, resulted primarily from the acquisition of LJR
Consulting.  As a percentage of transaction-based sales, commissions
increased to 72.3% in the first six months of 2009 from 67.2% in the first six
months of 2008.  The average commission per withdrawal transaction
increased to $1.74 for the first six months of 2009 as compared to $1.59 for the
first six months of 2008.  These increases were the result of adding
LJR Consulting's machine base which consists primarily of merchant-owned,
merchant-cashed ATMs.  Since the commissions for machines which are
cashed by the merchants are generally higher than the commissions for machines
for which we provide cash, our commissions as a percent of transaction-based
sales have increased.  Based on the current mix of merchant-cashed and
Company owned and cashed machines, we expect commissions as a percent of sales
to remain at current levels.





Cost
of Sales





Cost of sales from operations consist
primarily of cost of vault cash, maintenance and third party service costs, and
ATM processing costs.  Costs of sales decreased approximately
$2.5 million, or 25.7%, to $7.3 million during the first six months of
2009 as compared to the first six months of 2008, resulting in a $680,000, or
10.4%, increase in gross profit.





Our cost of vault cash decreased by
$917,000, or 48.3%, to $982,000 during the first six months of 2009 from
approximately $1.9 million in the first six months of 2008.  Although
the number of ATMs for which we provide cash increased from 2,174 in
June 2008 to 2,186 in June 2009, the total amount of vault cash in our
system decreased by 36.3%, to $42.0 million at June 30, 2009 from
$66.0 million at June 30, 2008.  In addition, the interest
rate on ourvault
cash facility decreased to 3.25% as of June 30, 2009 from 3.82% at
June 30, 2008, primarily due to a reduction in the prime
rate.  Both the reduction in the amount of vault cash in the system
and the decrease in the interest rate were also impacted by our change in cash
providers from DZ Bank to US Bank in November 2008.





Maintenance and third party service
costs decreased $878,000 to $1.7 million in the first six months of 2009
compared to $2.6 million in the first six months of 2008.  This
reduction is the result of improvements in coordination with our third party
service vendors combined with improved communication directly with our clients
by our customer and technical services teams. We restructured our process to
better define the cause of ATM mechanical and operating issues and developed a
communication process to eliminate repeated service visits to
machines.




26





Our ATM processing costs and
telecommunication costs decreased by $210,000, or approximately 10.3% to $1.8
million due to decreased pricing as the result of a renegotiated contract with
eFunds, improved management over telecommunication vendors, and the
repositioning of ATMs to take advantage of minimum charges under other
processing contracts.





Selling,
General and Administrative Expense





Selling, general and administrative
expense decreased by $2.4 million, or 30.3%, to approximately
$5.5 million in the first six months of 2009 from approximately
$7.9 million in the first six months of 2008.  Selling, general
and administrative expense as a percent of net sales decreased to 37.9% in the
first six months of 2009 from 48.0% in the first six months of
2008.





Payroll costs increased by $87,000, or
3.2%, to $2.8 million in the first six months of 2009 from $2.7 million in
the first six months of 2008.  This increase is attributable to the
addition of employees as a result of our acquisition of LJR
Consulting.





Our cost for outsourced services
decreased by $260,000 in the first six months of 2009 as compared to 2008, due
primarily to a settlement and termination of services with a vendor that were
absorbed by us internally.  We also eliminated software maintenance
agreements that were no longer needed.





Legal, accounting, and professional
expenses decreased $502,000, or 41.6%, to $688,000 in the first six months of
2009 from $1.2 million in the first six months of 2008.  During
the first six months of 2009, we relied on fewer consultants than in the first
six months of 2008 and had lower external accounting fees due to the relocation
of our accounting personnel to New Jersey.  In addition, board members
appointed in connection with the acquisition are compensated for their services
via stock whereas board members who served during the first six months of 2008
received fees paid in cash for their services.  We continue to
evaluate opportunities to further reduce costs in these and other general and
administrative areas.





Operating
Income (loss)





During the first six months of 2009, we
generated $1.7 million of operating income as compared to a
$1.3 million loss in the first six months of 2008.





Interest
Expense, Amortization of Debt Issuance Costs





Interest expense and amortization of
debt issuance costs and debt discount increased to approximately
$2.6 million during the first six months of 2009 from $1.4 million in the
first six months of 2008.  The increased interest expense is related
to our $11.0 million note with Lampe, Conway & Co., LLC, and the $9.8
million note with the former owner of LJR Consulting.  Both notes
accrue interest at 13% per annum.  In addition, the amortization of
$5.9 million debt issuance costs and debt discount on the value of warrants
issued to Lampe, Conway & Co., LLC, also contributed to the increase between
the periods.




27





Provision
for Income Taxes





We have recorded no benefit from our
losses for the second quarter of 2009 and 2008 because we are uncertain that we
will be able to realize the benefit of our net operating loss carryforwards and
future deductible amounts.





Net
Loss





We recognized a net loss of
$3.8 million for the first six months of 2009 compared to a net loss of
$4.1 million for the first six months of 2008.





Liquidity
and Capital Resources





Our principal ongoing funding
requirements are for working capital to finance our operations, fund capital
expenditures and make payments on our debt.  We believe that our
liquidity and capital resources are adequate for our currently anticipated needs
over the next twelve months.





We have funded our operations and
investment activities from cash flow generated by operations and term loans
described below.





On April 18, 2008, we borrowed $11.0
million pursuant to a Securities Purchase Agreement (the "Securities Purchase
Agreement") with LC Capital Master Fund, Ltd. as lender (the "Lender") and
Lampe, Conway & Co., LLC as administrative and collateral agent (the "Lampe
Loan Facility").  We used proceeds from this loan primarily to pay (1)
the remaining balance of Term Loan B that we owed to GSO Origination Funding
Partners and the other lenders, (2) $1.0 million we borrowed from LC Capital
Master Fund, Ltd. in February 2008, (3) $1.0 million we owed under a settlement
agreement with the purchaser of our United Kingdom and German ATM businesses,
(4) the $2.5 million settlement we owed to eFunds, and (5) the cash portion of
the purchase price for the acquisition of LJR Consulting.  The $11.0
million note accrues interest at 13% per annum, payable semiannually, is due in
April 2011, and is collateralized by substantially all of our assets and
the assets of our subsidiaries.  The Lampe Loan Facility includes
covenants that require us to maintain a certain balance of cash and investments
and to meet quarterly minimum consolidated EBITDA targets (as defined in the
Securities Purchase Agreement) and maintain at least 10,250 ATMs.





In November 2007, we entered into a
settlement agreement with Notemachine relating to the sale to Notemachine of our
United Kingdom and German ATM businesses in January 2007.  Pursuant to
the settlement agreement, we agreed to repay £3.3 million (approximately
$6.4 million) in full and final settlement of claims by Notemachine relating to
the sale.  Upon closing the Lampe Loan Facility in April 2008, we paid
Notemachine £506,000 plus outstanding interest, reducing the balance outstanding
to £1.4 million (approximately $2.8 million).  We also executed an
amended settlement agreement with Notemachine on April 18, 2008 (the
"Amended Settlement Agreement") under which the outstanding balance is due in
monthly payments of £71,212 (approximately $115,000), including interest at 15%
per annum, through March 2010.  As of June 30, 2009, we owed
£595,000 (approximately $980,000) pursuant to the Settlement
Agreement.




28





As part of the purchase price for all
of the capital stock of LJR Consulting, in April 2008 we issued a note payable
to the former owner of LJR Consulting in the amount of $9.8
million.  The note accrues interest at 13% per annum payable quarterly
and the principal balance is due April 18, 2015.  Payments under the
promissory note are subordinated to the payment in full of the Lampe Loan
Facility and the amended and restated settlement agreement with
Notemachine.





Net cash provided by operating
activities during the six-month period ended June 30, 2009 was $3.0 million
compared to the net cash used in operating activities during the six-month
period ended June 30, 2008 of $2.2 million.  This represented a
236.3% increase over the prior year and resulted primarily from the release of
$1.2 million of restricted cash related to the terms of an agreement with our
vault cash provider and the use of funds in 2008 for settlement payments and
other accrued expenses.





Net cash used in investing activities
during the six-month period ended June 30, 2009 was $1.1 million and
consisted primarily of purchases of ATMs and equipment.  Net cash used
in investing activities during the six-month period ended June 30, 2008 was
$4.6 million primarily for the acquisition of LJR Consulting.





We used $476,000 for financing
activities during the six-month period ended June 30, 2009 to repay
notes.  Net cash provided by financing during the six-month period
ended June 30, 2008 was $8.2 million related to our borrowing with
Lampe Conway.





We had cash and cash equivalents of
$6.0 million at June 30, 2009, compared to $4.5 million at
December 31, 2008, and a net working capital deficit of $3.0 million at
June 30, 2009 compared to a net working capital deficit of $4.2 million at
December 31, 2008.





As of June 30, 2009, other than
accounts payable and accrued liabilities in the normal course of business, we
had the following debt (in thousands):





Lampe
      Loan Facility
                  
                  $
                  11,000Note
      payable to former LJR Consulting owner
                  
                  
                  9,755Notemachine
                  
                  
                  980Other
      debt
                  
                  
                  1,453Debt
      discount
                  
                  
                  (3,561
                  )$
                  19,627





Off-Balance
Sheet Arrangements





As of
June 30, 2009, we did not have any relationships with unconsolidated entities or
financial partners, such as entities often referred to as structured finance or
special purpose entities, established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited
purposes.  As such, we are not materially exposed to any financing,
liquidity, market or credit risk that could arise if we had engaged in such
relationships.




29





Critical
Accounting Policies and Estimates





Our critical accounting policies and
estimates as of June 30, 2009 are consistent with those discussed in our
Annual Report on Form 10-K for the year ended December 31,
2008.





New
Accounting Standards





See Note 2 of Notes to Condensed
Consolidated Financial Statements in Part I, Item 1 for a discussion
of recent accounting pronouncements.





ITEM
4T. CONTROLS AND PROCEDURES





As of June 30, 2009, we carried out the
evaluation of the effectiveness of our disclosure controls and procedures
required by Rule 13a-15(e) under the Exchange Act under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer.  Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of June 30,
2009, our disclosure controls and procedures were effective to provide
reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is: (i) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms, and (ii) accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.





There has
been no change in our internal control over financial reporting identified in
connection with this evaluation that occurred during our fiscal quarter ended
June 30, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.


30


PART
II – OTHER INFORMATION





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





On June 17, 2009, at our annual meeting
of shareholders, the holders of our outstanding common stock took the actions
described below.  As of the record date for the annual meeting,
21,485,619 shares of common stock were issued and outstanding, each entitled to
one vote per share.





The shareholders elected
Richard B. Stern and Michael E. Venezia to serve on our Board of
Directors for a three-year term.  The results of the voting are as
follows:





Directors
              
              Votes For
              
              Votes WithheldRichard
      B. Stern
              
              19,084,396
              
              508,498Michael
      E. Venezia
              
              19,374,703
              
              218,191





Douglas B. Falcone, Ethan S. Buyon,
Thomas S. McNamara and Kenneth Paullwill continue their terms of office as
directors.





Additionally, the shareholdersapproved the
following actions:





●
              Amendment
      to our 2005 Omnibus Stock Incentive Plan to increase the number of shares
      of our common stock available for issuance under such plan by 1,000,000
      shares.  The result of the voting was 9,580,347 for, 1,008,623
      against, 1,046,070 abstentions, and 7,957,854 were the subject of broker
      non-votes.





●
              Agreement
      and Plan of Merger by and between TRM Corporation and Access to Money,
      Inc. for the purpose of changing our state of incorporation from Oregon to
      Delaware.  The result of the voting was 11,348,234 for, 286,736
      against, 70 abstentions, and 7,957,854 were the subject of broker
      non-votes.





●
              Amendment
      to our Restated Articles of Incorporation to change our name to Access to
      Money, Inc.  The result of the voting was 11,616,147 for, 18,330
      against, 563 abstentions, and 7,957,854 were the subject of broker
      non-votes.





●
              Amendment
      to the our Restated Articles of Incorporation to decrease the number of
      shares of common stock we are authorized to issue from 100,000,000 to
      70,000,000 was approved as follows:  10,639,098 for, 979,869
      against, 16,073 abstentions, and 7,957,854 were the subject of broker
      non-votes.


31


ITEM
6.  EXHIBITS





(a)  Exhibits





2.1
              Agreement
      and Plan of Merger between TRM Corporation and Access to Money, Inc., a
      wholly-owned subsidiary of TRM Corporation (incorporated herein by
      reference to Appendix C of the Definitive Proxy Statement filed on April
      30, 2009).





3.1
              Certificate
      of Incorporation of Access to Money, Inc. (incorporated herein by
      reference to Appendix D of the Definitive Proxy Statement filed on
      April 30, 2009).





3.2
              By-laws
      of Access to Money, Inc. (incorporated herein by reference to Appendix E
      of the Definitive Proxy Statement filed on April 30,
  2009).





31.1
              Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.





31.2
              Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.





32.1
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





32.2
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


32


SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





ACCESS
      TO MONEY, INC.Date:
      August 14, 2009
              By:
              /s/ Michael J. DolanMichael
      J. DolanChief
      Financial Officer


33