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 September 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    o
                
                Accelerated
      filer
                 ̈Non-accelerated
      filer      o
                
                Smaller
      reporting company
                x(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
November 11, 2009.
  
 
 TABLE
      OF CONTENTS
                  Page No.PART
      I
                  FINANCIAL
      INFORMATIONItem
      1.
                  Condensed
      Consolidated Financial Statements
                  2Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  14Item
      4T.
                  Control
      and Procedures
                  23PART
      II
                  OTHER
      INFORMATIONItem
      6.
                  Exhibits
                  24
  i
  PART
I - FINANCIAL INFORMATION
 
 ITEM
      1.
              Condensed
      Consolidated Financial Statements
 
 ACCESS
TO MONEY, INC.
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 (In
thousands)
 
 (Unaudited)
                  
                  
                  (Audited)September 30,
                  
                  
                  December 31,2009
                  
                  
                  2008AssetsCurrent
      assets:Cash
                  
                  $
                  6,628
                  
                  
                  $
                  4,535Restricted
      cash
                  
                  
                  800
                  
                  
                  
                  2,012Accounts
      receivable, net of
      allowance of $284 in 2009 and $684 in 2008
                  
                  
                  2,868
                  
                  
                  
                  2,998Leases
      receivable, net
                  
                  
                  -
                  
                  
                  
                  176Inventories
                  
                  
                  578
                  
                  
                  
                  505Prepaid
      expenses and other
                  
                  
                  327
                  
                  
                  
                  308Deferred
      financing costs
                  
                  
                  259
                  
                  
                  
                  259Total
      current assets
                  
                  
                  11,460
                  
                  
                  
                  10,793Property
      and equipment, net
                  
                  
                  3,104
                  
                  
                  
                  2,815Non-current
      leases receivable, net
                  
                  
                  -
                  
                  
                  
                  786Intangible
      assets, net
                  
                  
                  1,816
                  
                  
                  
                  2,120Goodwill
                  
                  
                  10,654
                  
                  
                  
                  10,657Deferred
      financing costs, long term
                  
                  
                  142
                  
                  
                  
                  337Other
      assets
                  
                  
                  388
                  
                  
                  
                  593Total
      assets
                  
                  $
                  27,564
                  
                  
                  $
                  28,101Liabilities
      and Shareholders’ DeficitCurrent
      liabilities:Accounts
      payable
                  
                  $
                  6,206
                  
                  
                  $
                  6,851Accrued
      and other expenses
                  
                  
                  5,789
                  
                  
                  
                  5,369Term
      loans
                  
                  
                  1,710
                  
                  
                  
                  2,067Total
      current liabilities
                  
                  
                  13,705
                  
                  
                  
                  14,287Long
      term liabilities:Term
      loans and other debt
                  
                  
                  17,995
                  
                  
                  
                  17,032Warrants
                  
                  
                  6,938
                  
                  
                  
                  -Shareholders’
      deficit:Common stock, $0.001 par value
      -70,000 shares authorized; 21,786 and 21,486 shares issued and
      outstanding at September 30, 2009 and December 31,
      2008
                  
                  
                  135,852
                  
                  
                  
                  145,938Additional
      paid-in capital
                  
                  
                  63
                  
                  
                  
                  63Accumulated
      deficit
                  
                  
                  (146,989
                  )
                  
                  
                  (149,219
                  )Total
      shareholders’ deficit
                  
                  
                  (11,074
                  )
                  
                  
                  (3,218
                  )Total
      liabilities and shareholders’ deficit
                  
                  $
                  27,564
                  
                  
                  $
                  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 amounts)
 
 Three months ended
                    September 30,
                  
                  
                  Nine months ended
                    September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Sales
                  
                  $
                  23,319
                  
                  
                  $
                  25,221
                  
                  
                  $
                  68,694
                  
                  
                  $
                  67,158Commissions
                  
                  
                  15,291
                  
                  
                  
                  16,518
                  
                  
                  
                  46,109
                  
                  
                  
                  42,041Net
      sales
                  
                  
                  8,028
                  
                  
                  
                  8,703
                  
                  
                  
                  22,585
                  
                  
                  
                  25,117Cost
      of sales:Cost
      of vault cash
                  
                  
                  490
                  
                  
                  
                  998
                  
                  
                  
                  1,461
                  
                  
                  
                  3,018Other
                  
                  
                  3,627
                  
                  
                  
                  4,251
                  
                  
                  
                  9,978
                  
                  
                  
                  12,089Gross
      profit
                  
                  
                  3,911
                  
                  
                  
                  3,454
                  
                  
                  
                  11,146
                  
                  
                  
                  10,010Selling,
      general and administrative expense
                  
                  
                  2,769
                  
                  
                  
                  3,208
                  
                  
                  
                  8,221
                  
                  
                  
                  9,463Stock
      compensation expense
                  
                  
                  30
                  
                  
                  
                  11
                  
                  
                  
                  95
                  
                  
                  
                  1,629Operating
      income (loss)
                  
                  
                  1,112
                  
                  
                  
                  235
                  
                  
                  
                  2,830
                  
                  
                  
                  (1,082
                  )Interest
      expense and amortization of debt issuance costs
                  
                  
                  1,290
                  
                  
                  
                  1,358
                  
                  
                  
                  3,873
                  
                  
                  
                  2,773Loss
      on early extinguishment of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,456Other
      expense (income), net
                  
                  
                  (13
                  )
                  
                  
                  (244
                  )
                  
                  
                  (107
                  )
                  
                  
                  (302
                  )Loss
      on asset disposal
                  
                  
                  13
                  
                  
                  
                  182
                  
                  
                  
                  77
                  
                  
                  
                  193Change
      in fair value of warrants
                  
                  
                  2,450
                  
                  
                  
                  -
                  
                  
                  
                  5,445
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (2,628
                  )
                  
                  $
                  (1,061
                  )
                  
                  $
                  (6,458
                  )
                  
                  $
                  (5,202
                  )Weighted
      average common shares outstanding
                  
                  
                  21,786
                  
                  
                  
                  21,486
                  
                  
                  
                  21,667
                  
                  
                  
                  19,786Basic
      and diluted loss per share
                  
                  $
                  (.12
                  )
                  
                  $
                  (.05
                  )
                  
                  $
                  (.30
                  )
                  
                  $
                  (.26
                  )
 
 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
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,458
                  )
                  
                  
                  (6,458
                  )Share-based
      compensation
                  
                  
                  300
                  
                  
                  
                  95
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  95Balances,
      September 30, 2009
                  
                  
                  21,786
                  
                  
                  $
                  135,852
                  
                  
                  $
                  63
                  
                  
                  $
                  (146,989
                  )
                  
                  $
                  (11,074
                  )
 
 See
accompanying notes to condensed consolidated financial
statements.
  4
  ACCESS
TO MONEY, INC.
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In
thousands)
 
 Nine
      months ended September 30,2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (6,458
                  )
                  
                  $
                  (5,202
                  )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                  
                  
                  3,061
                  
                  
                  
                  2,494Non-cash
      stock compensation
                  
                  
                  95
                  
                  
                  
                  1,629Loss
      on disposal of equipment
                  
                  
                  77
                  
                  
                  
                  193Provision
      for doubtful accounts
                  
                  
                  129
                  
                  
                  
                  175Loss
      on early extinguishment of debt
                  
                  
                  -
                  
                  
                  
                  1,374Change
      in warrant value
                  
                  
                  5,445
                  
                  
                  
                  -Changes
      in assets and liabilities, net of acquisitionsRestricted
      cash
                  
                  
                  1,212
                  
                  
                  
                  181Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  (1,952
                  )Leases
      receivable
                  
                  
                  962
                  
                  
                  
                  976Inventories
                  
                  
                  (73
                  )
                  
                  
                  (16
                  )Prepaid
      expenses and other
                  
                  
                  (19
                  )
                  
                  
                  (228
                  )Accounts
      payable
                  
                  
                  (645
                  )
                  
                  
                  2,099Accrued
      expenses
                  
                  
                  419
                  
                  
                  
                  (5,493
                  )Cash
      provided by (used in) operating activities
                  
                  
                  4,205
                  
                  
                  
                  (3,770
                  )Cash
      flows from investing activities:Proceeds
      from sale of equipment
                  
                  
                  32
                  
                  
                  
                  574Capital
      expenditures
                  
                  
                  (1,276
                  )
                  
                  
                  (301
                  )Acquisition
      of intangible and other assets
                  
                  
                  24
                  
                  
                  
                  (171
                  )Acquisition
      of business, net of cash acquired
                  
                  
                  -
                  
                  
                  
                  (4,308
                  )Cash
      (used in) investing activities
                  
                  
                  (1,220
                  )
                  
                  
                  (4,206
                  )Cash
      flows from financing activities:Proceeds
      from term loans
                  
                  
                  57
                  
                  
                  
                  13,619Payment
      on term loans
                  
                  
                  (949
                  )
                  
                  
                  (5,591
                  )Decrease
      in restricted cash – TRM Inventory Funding Trust
                  
                  
                  -
                  
                  
                  
                  2,220Proceeds
      from TRM Inventory Funding Trust note, net
                  
                  
                  -
                  
                  
                  
                  (985
                  )Cash
      (used in) provided by financing activities
                  
                  
                  (892
                  )
                  
                  
                  9,263Net
      increase in cash and cash equivalents
                  
                  
                  2,093
                  
                  
                  
                  1,287Beginning
      cash and cash equivalents
                  
                  
                  4,535
                  
                  
                  
                  3,859Ending
      cash and cash equivalents
                  
                  $
                  6,628
                  
                  
                  $
                  5,146Supplemental
      cash flow information:Cash
      paid for interest
                  
                  $
                  870
                  
                  
                  $
                  183Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  12Supplemental
      non-cash financing and investing activities disclosure:Note
      payable issued in the acquisition of Access To Money
                  
                  $
                  -
                  
                  
                  $
                  9,754Value
      of shares issued in the acquisition of Access To Money
                  
                  $
                  -
                  
                  
                  $
                  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 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 September 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 and were
made and reported starting with our 2009 second quarter
report.  Based on the terms of the Lampe Note Facility and the
note payable to the former owner of LJR Consulting, we have reclassified $2.7
million of term loan balances under current liabilities to term loans and other
debt under long term liabilities.  In respect to the
accounting of warrants, we have reclassified $4.6 million of 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.
 
 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
September 30, 2009 consisted of TRM Copy Centers (USA) Corporation, TRM
(Canada) Corporation, TRM ATM Corporation, TRM ATM Acquisition Corporation,
Access Cash International L.L.C., Access to Money-SL, Inc., LJR Consulting
Corp., and FPC France Ltd.
  6
 
 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
September 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.
 
 Revenue Recognition,
Commissions, Accounts Receivable and Allowance for Doubtful
Accounts
 
 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.
 
 Inventory
 
 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.
 
 The following table summarizes
inventory balances (in thousands):
 
 September 30,
                    
                    
                    December 31,2009
                    
                    
                    2008Parts
                    
                    $
                    234
                    
                    
                    $
                    141ATMs
      held for resale
                    
                    
                    344
                    
                    
                    
                    364$
                    578
                    
                    
                    $
                    505
 
 Fixed
Assets
 
 Fixed
assets are recorded at cost plus amounts that may be required to place them in
service.  Depreciation begins when assets are placed in service and is
generally calculated using the straight-line method over the estimated remaining
useful lives of the particular asset.  The estimated useful life which
we used to depreciate our fixed assets are as follows:
 
 ATMs
                  3-10
      yearsComputer
      equipment
                  2-5
      yearsFurniture
      and fixtures
                  5-7
      years
 
 Upon the
sale or 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.
  7
 
 Goodwill and Intangible
Assets
 
 We assess
the carrying value of its finite lived intangible assets whenever events or
changes in circumstances indicate that the carrying value of such asset or asset
group may not be recoverable.  We test intangible assets for
impairment by comparing the sum of the expected undiscounted cash flows to the
carrying value of the intangible asset.  If the carrying value exceeds
the expected undiscounted cash flows, an impairment loss will be recognized by
adjusting the carrying value of the intangible assets to their estimated fair
value.
 
 Goodwill
is tested for impairment at least annually and whenever a triggering event is
identified that may indicate an impairment has occurred by applying a
two-step approach.  Potential impairment indicators include a
significant decline in revenues or a decline in our market capitalization
below its carrying value.  Goodwill is tested by comparing the
estimated fair value of a reporting unit containing goodwill to its carrying
value.  If the carrying value exceeds the estimated fair value, the
second step of the test is needed to measure the amount of potential goodwill
impairment.  The second step requires the estimated fair value of the
reporting unit to be allocated to all the assets and liabilities of the
reporting unit as if it had been acquired in a business combination at the date
of the impairment test.  The excess estimated fair value of the
reporting unit over the estimated fair value of assets and liabilities is the
implied value of goodwill and is used to determine the amount of
impairment.  We perform an annual impairment test for the fiscal
year as of each November 30.
 
 Since December 31, 2008 there have
been no indicators of impairment.
 
 The following table summarizes Goodwill
and Intangible Assets at September 30, 2009 (in thousands):
 
 Gross
      Carry
                    
                    
                    AccumulatedAmount
                    
                    
                    Amortization
                    
                    
                    NetGoodwill
                    
                    $
                    10,654
                    
                    
                    $
                    -
                    
                    
                    $
                    10,654Intangible
      Assets
                    
                    
                    2,445
                    
                    
                    
                    629
                    
                    
                    
                    1,816Total
                    
                    $
                    13,099
                    
                    
                    $
                    629
                    
                    
                    $
                    12,470
 
 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.  Compensation expense has been recognized based on the estimated
grant date fair value method using the Black-Scholes valuation
model.
 
 Net Income (Loss) Per
Share
 
 Basic
earnings per share is computed using the weighted average number of common
shares outstanding during the period.  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.
  8
 
 Subsequent
Events
 
 These financial statements were
approved by management and the board of directors and were issued on
November 12, 2009.  Management has evaluated subsequent events
through this date.
 
 Warrants
 
 Effective January 1, 2009, we
adopted new accounting guidance that can affect the accounting for warrants and
many convertible instruments with provisions that protect holders from a decline
in the stock price.  Protection 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  and determined that outstanding
warrants to acquire stock of the Company contain provisions that protect holders
from declines in the stock price and as a result, 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.  See Note 8, "Fair
Value of Financial Instruments."
 
 Fair Value
Measurements
 
 The Company measures and discloses the
estimated fair value of financial assets and liabilities utilizing a hierarchy
of valuation techniques based on whether the inputs to a fair value measurement
are considered to be observable or unobservable in a
marketplace.  Observable inputs reflect market data obtained from
independent sources, while unobservable inputs reflect the Company's market
assumptions.  This hierarchy requires the use of observable market
data when available.  These inputs have created the following fair
value hierarchy:
 
 ●
              Level 1- quoted prices
      for identicalinstruments in active
markets;
 
 ●
              Level2 - quoted prices
      for similarinstruments in active markets; quoted prices for identical or
      similar instruments in markets that are not active; and model-derived
      valuations in which significant inputs and significant value drivers are
      observable in active markets; and
 
 ●
              Level3 - fair value
      measurements derived from valuation techniques in which one or more
      significant inputs or significant value drivers are unobservable.
 
 The Company measures fair value using a
set of standardized procedures that are outlined herein for all assets and
liabilities which are required to be measured at their estimated fair value on
either a recurring or non-recurring basis.
 
 If quoted market prices or inputs are
not available, fair value measurements are based upon valuation models that
utilize current market or independently sourced market inputs, such as interest
rates, option volatilities, credit spreads, market capitalization rates,
etc.  Items valued using such internally-generated valuation
techniques are classified according to the lowest level input that is
significant to the fair value measurement.  As a result, the asset or
liability could be classified in either Level 2 or 3 even though there may be
some significant inputs that are readily observable.  Internal fair
value models and techniques used by the Company include discounted cash flow and
Black Scholes valuation models.  The Company also considers its
counterparty's and own credit risk on derivatives and other liabilities measured
at fair value.
 
 Recent Accounting
Pronouncements
 
 Determination of Useful Life of
Intangible Assets.In April 2008, the FASB issued guidance
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.  This guidance was effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
adoption of this guidance did not have an impact on our consolidated financial
position, results of operations or cash flows and has been disclosed in Note 2,
"Summary of Significant Accounting Policies."
  9
 
 Disclosures and Interim Disclosures
about Fair Values of Financial Instruments.In April 2009, the
FASB issued amended guidance requiring public companies to provide disclosures
on the fair value of financial instruments in interim financial
statements.  We have included the disclosure required by this guidance
in Note 8, "Fair Value of Financial Instruments."
 
 Subsequent
Events.In May 2009, the FASB issued guidance regarding
subsequent events which established general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  We
have included the additional disclosure required by this guidance in Note 2,
"Summary of Significant Accounting Policies."
 
 FASB Accounting Standards
CodificationTM.  Effective July 1, 2009, we have adopted the
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 105-10, Generally
Accepted Accounting Principles — Overall.  ASC 105-10
establishes the FASB
Accounting Standards CodificationTM.  (the
“Codification”) as the single source of authoritative non-governmental U.S.
GAAP, except for SEC rules and interpretive releases.  The
Codification superseded all existing non-SEC accounting and reporting standards,
deeming all other non-SEC accounting and reporting standards that were not
codified or grandfathered as non-authoritative.  Accordingly, we will
use plain English to describe broad topic references and refer to the
Codification structure as needed to describe specific GAAP topics within our
Financial Statement Notes and Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
 
 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 in the amount of $999,519 to satisfy their obligation to us under two
leases.
 
 4.
              NOTES
      PAYABLE AND OTHER DEBT (in
thousands):
  The
following table summarizes term loans and other debt:
  September 30,
                      2009
                    
                    
                    December 31,
                      2008Lampe
      Note Facility
                    
                    
                    11,000
                    
                    
                    
                    11,000Note
      payable to former LJR Consulting owner
                    
                    
                    9,755
                    
                    
                    
                    9,755Notemachine
                    
                    
                    641
                    
                    
                    
                    1,306Other
      debt
                    
                    
                    1,375
                    
                    
                    
                    1,604Debt
      discount
                    
                    
                    (3,066
                    )
                    
                    
                    (4,566
                    )$
                    19,705
                    
                    
                    $
                    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, 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 connection with this 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.
  10
 
 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.
 
 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 Douglas Falcone, 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 Limited
("Notemachine").
 
 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 £1,410,000 (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 September 30, 2009, we owed
£402,000 (approximately $641,000) pursuant to the Amended Settlement
Agreement.
 
 We had $1.4 million and $1.6 million of
other debt as of September 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 to a bank for a lease related
to a customer project.  The approximate balance of $800,000 due the
former owner of LJR Consulting will be repaid by December 31, 2009, as we
engage our primary vault cash provider to replace the cash in ATMs previously
funded by the former owner of LJR Consulting.  The approximate
$600,000 related to a lease is paid monthly with an interest rate of 7.5%
through August 2011.
 
 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, 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.
  11
 
 5.
              SHAREHOLDERS'
      DEFICIT
 
 Stock-based
Compensation
 
 The Company calculates the fair value
of stock-based instruments awarded to employees on the date of grant and
recognizes the calculated fair value, net of estimated forfeitures, as
compensation expense over the requisite service periods of the related
awards.  The following table reflects the total stock-based
compensation expense amounts included in the Company’s Consolidated Statements
of Operations for the nine month periods ended September 30, 2009 and
2008:
 
 Nine months ended September 30,2009
                    
                    
                    2008Option
      grants
                    
                    $
                    16
                    
                    
                    $
                    46Restricted
      shares
                    
                    
                    79
                    
                    
                    
                    1,583Total
      stock-based compensation expense
                    
                    $
                    95
                    
                    
                    $
                    1,629
 
 Options.The
following table summarizes stock option activity during the nine months ended
September 30, 2009, as follows:
 
 Number ofshares
                      
                      
                      Weighted average exercise priceOptions
      Outstanding January 1, 2009
                      
                      
                      248,500
                      
                      
                      $
                      1.43Granted
                      
                      
                      -Exercised
                      
                      
                      -Cancelled
                      
                      
                      (1,000
                      )
                      
                      
                      12.12Options
      Outstanding September 30, 2009
                      
                      
                      247,500
                      
                      
                      $
                      1.39
 
 As of September 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.
 
 Restricted
Stock.  The following table summarizes restricted stock
activity during the nine months ended September 30, 2009, as
follows:
 
 SharesRestricted
      shares January 1, 2009
                    
                    
                    1,410,000Granted
                    
                    
                    75,000Vested
                    
                    
                    (300,000
                    )Forfeited
                    
                    
                    (50,000
                    )Restricted
      shares September 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, on 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 all remaining unamortized cost to stock compensation
expense.
  12
 
 Common Stock
Warrants
 
 At September 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.
 
 6.
              PROVISION
      FOR INCOME TAXES
 
 We have recorded no benefit from our
losses for the first nine 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 September 30, 2009, we have
net operating losses of approximately $77.8 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.
 
 7.
              COMMITMENTS
      AND CONTINGENT LIABILTIES
 
 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 identified in the
table below.  Additional inputs to our valuation model included
contractual cash payments and the principal due at maturity.
 
 As of September 30, 2009(In thousands)Carrying Amount
                        
                        
                        Fair Value (Level 3)DebtLampe
      Note Facility
                        
                        
                        11,000
                        
                        
                        
                        11,473Doug
      Falcone Note
                        
                        
                        9,755
                        
                        
                        
                        9,891Notemachine
      Note
                        
                        
                        641
                        
                        
                        
                        641
 
 Warrants
 
 The table below provides a
reconciliation of the beginning and ending balances for our warrant liability
and increase in fair value using significant unobservable inputs (Level 3) as of
September 30, 2009.
 
 Balance
      as of January 1, 2009
                    
                    $
                    1,493Increase
      in fair value of warrants
                    
                    
                    5,445Balance
      as of September 30, 2009
                    
                    $
                    6,938
 
 We determined the fair value of our
warrants using a Black-Scholes model.  The significant assumptions
considered by the model were the amounts of outstanding warrants, the remaining
term of each warrant, the per share stock price of $0.45, a risk free rate of
2.36%, and a historical volatility of 111.0%.
  13
  
 ITEM
      2.
              Management's
      Discussion and Analysis of Financial Condition 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.
 
 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 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
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
 
 ·
              The
      merchant owns the ATM and we are responsible for all operational
      aspects.
  14
 
 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 September 30, 2009, we had
2,148 ATMs operating under the programs for which we were responsible for cash
management and 9,013 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.
 
 Restructuring
and Branding
 
 During the past two years, we have
implemented a plan to strengthen the Company by focusing specifically 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 and renegotiating vendor relationships and contracts, identifying
complementary business partners and managing to 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 right size operating and administrative
functions based on the synergies we identified during the
transaction.
 
 One of the key changes made was to
re-brand our identity to our new corporate name, "Access to
Money."  We believe this name and brand uniquely identify the products
and services we offer and provides a simple, yet powerful, vision and connection
to our clients, industry and consumers.
  15
 
 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 $2.1 million increase in cash from December 31, 2008 to
September 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 has further improved our
financial performance and cash flow generation.
 
 As previously announced, we 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 have deployed Select-A-Branch enabled
machines with our largest customers in the third quarter of 2009 and are
evaluating the impact of the surcharge free transaction
format.
 
 Factors
Impacting Comparability
 
 As of April 2008, our operating results
have included the results of LJR Consulting.  Due to the significance
of the operations of LJR Consulting, our operating results for the nine-month
period ended September 30, 2009 are not directly comparable to our
historical results for the nine-month period ended September 30,
2008.
 
 Specifically, gross sales, commissions,
gross profit and transactional statistics were impacted for the first nine
months of 2009 compared to the corresponding period in 2008.  Selling,
general, and administrative expense decreased by $2.8 million, or 25.0%,
during the first nine months of 2009 as compared to 2008.  The
decrease in selling, general, and administrative expense between the first nine
months of 2009 as compared to the corresponding period in 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 expense was $1.1 million higher during the first nine months
of 2009 compared to the corresponding period in 2008 due to the acquisition
occurring in April 2008.
 
 During the first nine months 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 first nine months of
2009 to the corresponding period in 2008 was also impacted by recording a
mark-to-market valuation adjustment of $2.5 million in the third quarter of
2009 and a $5.4 million adjustment in the nine-month period ended
September 30, 2009, related to a change in the accounting treatment of
warrants held by our primary lender.  This change in accounting became
effective January 1, 2009.
 
 Results
of Operations
 
 The following tables set forth
information from our Condensed Consolidated Statements of Operations and
selected operating data.  The results are in thousands except for
operating data and percentages.
  16
 
 Three
Months Ended September 30, 2009 Compared to Three Months Ended
September 30, 2008
 
 Three months ended September 30,2009
                  
                  
                  2008Amount
                  
                  
                  %
                  
                  
                  Amount
                  
                  
                  %Transaction-based
      sales
                  
                  $
                  21,838
                  
                  
                  
                  100.0
                  %
                  
                  $
                  22,874
                  
                  
                  
                  100.0
                  %Less
      commissions
                  
                  
                  15,291
                  
                  
                  
                  70.0
                  
                  
                  
                  16,518
                  
                  
                  
                  72.2Net
      transaction-based sales
                  
                  
                  6,547
                  
                  
                  
                  30.0
                  %
                  
                  
                  6,356
                  
                  
                  
                  27.8
                  %Service
      and other sales
                  
                  
                  612
                  
                  
                  
                  
                  
                  
                  
                  1,250Sales
      of ATM equipment
                  
                  
                  696
                  
                  
                  
                  
                  
                  
                  
                  1,074Branch
      build out
                  
                  
                  173
                  
                  
                  
                  
                  
                  
                  
                  23Net
      sales
                  
                  
                  8,028
                  
                  
                  
                  
                  
                  
                  
                  8,703Cost
      of sales:Cost
      of vault cash
                  
                  
                  490
                  
                  
                  
                  
                  
                  
                  
                  998Other
                  
                  
                  3,627
                  
                  
                  
                  
                  
                  
                  
                  4,251Gross
      profit
                  
                  $
                  3,911
                  
                  
                  
                  
                  
                  
                  $
                  3,454Operating
      data:Average
      number of transacting ATMs
                  
                  
                  11,233
                  
                  
                  
                  
                  
                  
                  
                  11,813Withdrawal
      transactions
                  
                  
                  8,860,220
                  
                  
                  
                  
                  
                  
                  
                  9,745,705Average
      withdrawals per ATM per month
                  
                  
                  263
                  
                  
                  
                  
                  
                  
                  
                  275Average
      transaction-based sales per withdrawal transaction
                  
                  $
                  2.47
                  
                  
                  
                  
                  
                  
                  $
                  2.35Average
      commission per withdrawal transaction
                  
                  $
                  1.73
                  
                  
                  
                  
                  
                  
                  $
                  1.69Net
      transaction-based sales per withdrawal transaction
                  
                  $
                  .74
                  
                  
                  
                  
                  
                  
                  $
                  .66
 
 Sales
 
 Transaction-based sales decreased by
$1.0 million, or 4.3%, to $21.8 million during the third quarter of
2009 compared to $22.8 million during the third quarter of
2008.  Service and other sales decreased $638,000 between the
third quarters of 2009 and 2008. This decrease is primarily attributable to the
economic slowdown.  Machine sales decreased $378,000 to $696,000 in
the third quarter of 2009 compared to the third quarter of 2008 due to lower
demand for new machines.
 
 The average number of transacting ATMs
in our network during the third quarter of 2009 decreased by 580 from the third
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 a $0.12 increase in average sales per withdrawal from $2.35 in the
third quarter of 2008 to $2.47 in the third quarter of 2009, and a $0.08
increase in average net sales per withdrawal from $0.66 to $0.74 between the
third quarters of 2008 and 2009.  The increases in average sales per
withdrawal transaction, average commission per withdrawal, and net sales per
withdrawal were due to merchants increasing surcharge fees combined with
improved results due to the removal of underperforming units with above average
commission rates.
 
 Commissions
 
 Commissions decreased from
$16.5 million in the third quarter of 2008 to approximately
$15.3 million in the third quarter of 2009.  This decrease of
$1.2 million, or 7.2%, resulted from our managed reduction of
non-profitable machines and lower transaction volume due to normal attrition
between the third quarters of 2008 and 2009.  As a percentage of
transaction-based sales, commissions decreased to 70.0% in the third quarter of
2009 from 72.2% in the third quarter of 2008.  The average commission
per withdrawal transaction increased to $1.73 for the third quarter of 2009 as
compared to $1.69 for the third quarter of 2008 due to increases in surcharge
fees by merchants.
  17
 
 Cost
of Sales
 
 Cost of sales from operations consists
primarily of cost of vault cash, maintenance and third party service costs, and
ATM processing costs.  Costs of sales decreased approximately
$1.1 million, or 21.1%, to approximately $4.1 million during the third
quarter of 2009 as compared to $5.2 million during the third quarter of
2008.
 
 Our cost of vault cash decreased by
$508,000, or 50.9%, to $490,000 during the third quarter of 2009 from
approximately $998,000 in the third quarter of 2008.  The decrease was
primarily attributable to a decrease in the amount of vault cash in our system
and a lower interest rate on our vault cash facility.  The total
amount of vault cash in our system decreased by 30.1%, to $42.7 million at
September 30, 2009 from $61.1 million at September 30,
2008.  The interest rate on ourvault cash facility
decreased to 2.75% as of September 30, 2009 from 6.4% at September 30,
2008 primarily due to a reduction in the prime rate and our change in cash
providers from DZ Bank to US Bank in November 2008.  The number of
ATMs for which we provide cash decreased from 2,186 in September 2008 to
2,148 in September 2009.
 
 Maintenance and third party service
costs decreased $171,000, or 15.1%, to $961,000 in the third quarter of 2009
from approximately $1.1 million in the third quarter of
2008.  This reduction was 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 $239,000, or approximately 21.6%, to
$864,000 from approximately $1.1 million in the third quarter of
2009.  The decrease was 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.
 
 The cost associated with machine sales
decreased by $235,000, or 23.9%, from $984,000 to $749,000 between the third
quarters of 2008 and 2009.  The demand for new units was lower in 2009
due to economic conditions.
 
 Selling,
General and Administrative Expense
 
 Selling, general and administrative
expense, which includes stock compensation expense, decreased by approximately
$400,000, or 12.5%, to $2.8 million in the third quarter of 2009 from $3.2
million in the third quarter of 2008.  Selling, general and
administrative expense as a percent of net sales decreased to 34.9% in the third
quarter of 2009 from 37.0% in the third quarter of 2008.
 
 Payroll costs decreased by
approximately $200,000, or 13.3%, to $1.3 million in the third quarter of 2009
from $1.5 million in the third quarter of 2008.  This decrease is
attributable to the restructuring of our workforce and consolidation of staff
between Oregon and New Jersey as a result of the acquisition of LJR
Consulting.  As of September 30, 2009, we had 69 employees
compared to 64 employees at September 30, 2008.
 
 Accounting and professional expenses
decreased $186,000, or 46.2%, to $216,000 in the third quarter of 2009 from
$402,000 in the third quarter of 2008.  During the third quarter of
2009, we relied on fewer consultants than in the third quarter of 2008 and had
lower outside accounting fees due to the relocation of accounting personnel to
New Jersey and a change in our outside accounting firm.
 
 Operating
Income (loss)
 
 During the third quarter of 2009, we
generated $1.1 million of operating income compared to $235,000 of
operating income in the third quarter of 2008.
  18
 
 Interest
Expense, Amortization of Debt Issuance Costs
 
 Interest expense and amortization of
debt issuance costs and debt discount decreased by 7.1% to approximately
$1.3 million during the third quarter of 2009 from approximately
$1.4 million in the third quarter of 2008.
 
 Provision
for Income Taxes
 
 We have recorded no benefit from our
losses for the third 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
$2.6 million for the third quarter of 2009 compared to a net loss of $1.1
million for the third quarter of 2008.
 
 Nine
Months Ended September 30, 2009 Compared to Nine Months Ended
September 30, 2008
 
 Nine months ended September 30,2009
                                      
                                      
                                      2008Amount
                                      
                                      
                                      %
                                      
                                      
                                      Amount
                                      
                                      
                                      %Transaction-based
      sales
                                      
                                      $
                                      64,447
                                      
                                      
                                      
                                      100.0
                                      %
                                      
                                      $
                                      60,812
                                      
                                      
                                      
                                      100.0
                                      %Less
      commissions
                                      
                                      
                                      46,109
                                      
                                      
                                      
                                      71.5
                                      
                                      
                                      
                                      42,041
                                      
                                      
                                      
                                      69.1Net
      transaction-based sales
                                      
                                      
                                      18,338
                                      
                                      
                                      
                                      28.5
                                      %
                                      
                                      
                                      18,771
                                      
                                      
                                      
                                      30.9
                                      %Service
      and other sales
                                      
                                      
                                      2,408
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      3,878Sales
      of ATM equipment
                                      
                                      
                                      1,605
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      2,279Branch
      build out sales
                                      
                                      
                                      234
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      189Net
      sales
                                      
                                      
                                      22,585
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      25,117Cost
      of sales:Cost
      of vault cash
                                      
                                      
                                      1,461
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      3,018Other
                                      
                                      
                                      9,978
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      12,089Gross
      profit
                                      
                                      $
                                      11,146
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      10,010Operating
      data:Average
      number of transacting ATMs
                                      
                                      
                                      11,329
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      10,584Withdrawal
      transactions
                                      
                                      
                                      26,553,565
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      25,760,401Average
      withdrawals per ATM per month
                                      
                                      
                                      260
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      271Average
      transaction-based sales per withdrawal transaction
                                      
                                      $
                                      2.43
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      2.37Average
      commission per withdrawal transaction
                                      
                                      $
                                      1.74
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      1.63Net
      transaction-based sales per withdrawal transaction
                                      
                                      $
                                      .69
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      .75
 
 Sales
 
 Transaction-based sales were
approximately $64.4 million during the first nine months of 2009 compared to
approximately $60.8 million for the corresponding period in
2008.  This $3.6 million, or 5.9%, 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
$1.5 million, or approximately 38.5%, to $2.4 million in the first
nine months of 2009 as compared to $3.9 million during the corresponding period
of 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
approximately $700,000, or approximately 29.5%, from $2.3 million in the first
nine months of 2008 to $1.6 million in 2009 primarily due to consumer
demand related to the affects of the downturn in the economy in
2009.
  19
 
 The number of transacting ATMs in our
network at September 30, 2009 was 11,161 compared to 11,741 at
September 30, 2008.  The average number of transacting machines
for the first nine months of 2009 increased by 745 to 11,329 compared to 10,584
in 2008.  Note that the 2008 average is lower due to LJR Consulting
units being accounted for starting in April of 2008.  After adjusting
the 2008 average number of transacting ATMs to include the ATMs acquired from
LJR Consulting for the full nine month period for comparison to the number of
transacting units in the first nine months of 2009, we have experienced a 529
unit reduction.  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 in net sales per withdrawal has also been
impacted by regular attrition of units due to non-renewals, closure of locations
by merchants and the lower deployment of new units as a result of the slow down
in the economy.  We have also experienced increases in average sales
per withdrawal and average commission per withdrawal during the first nine
months of 2009 as compared to the corresponding period in 2008, which resulted
in a decrease of $0.06 in net sales per withdrawal for the same
period.  The increases in average sales per withdrawal and average
commissions were due to merchants increasing surcharge fees.  The
decrease in net sales per withdrawal was due to a higher percentage of
merchant-owned machines in the first nine months of 2009 compared to the first
nine months of 2008, which typically have higher commissions than a
company-owned ATM.
 
 Commissions
 
 Commissions increased from
approximately $42.0 million during the first nine months of 2008 to
approximately $46.1 million during the first nine months of
2009.  This increase of $4.1 million, or 9.7%, resulted primarily
from the acquisition of LJR Consulting.  As a percentage of
transaction-based sales, commissions increased to 71.5% during the first nine
months of 2009 from 69.1% during the first nine months of 2008.  The
average commission per withdrawal transaction increased to $1.74 during the
first nine months of 2009 as compared to $1.63 during the first nine months of
2008.  This increase was 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.  The average commission per withdrawal was also impacted by
increases in surcharge fees by merchants.
 
 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
$3.7 million, or 24.5%, to $11.4 million during the first nine months
of 2009 as compared to $15.1 million during the first nine months of 2008,
resulting in a $1.1 million, or 11.4%, increase in gross
profit.
 
 Our cost of vault cash decreased by
approximately $1.5 million, or 50.0%, to $1.5 million during the first nine
months of 2009 from approximately $3.0 million in the first nine months of
2008.  The decrease was primarily attributable to a decrease in the
amount of vault cash in our system and a lower interest rate on our vault cash
facility.  The total amount of vault cash in our system decreased by
30.1% to $42.7 million at September 30, 2009 from $61.1 million
at September 30, 2008.  The interest rate on ourvault cash facility
decreased to 2.75% as of September 30, 2009 from 6.4% at September 30,
2008, primarily due to a reduction in the prime rate and our change in cash
providers from DZ Bank to US Bank in November 2008.  The number of
ATMs for which we provide cash decreased from 2,186 in September 2008 to
2,148 in September 2009.
 
 Maintenance and third party service
costs decreased $1.0 million, or approximately 27.0%, to $2.7 million
in the first nine months of 2009 compared to $3.7 million in the first nine
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.
 
 Our ATM processing costs and
telecommunication costs decreased by $449,000, or 14.3%, to approximately $2.7
million during the first nine months of 2009 as compared to $3.2 million
during the first nine months of 2008.  This decrease was primarily due
to reduced 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.
  20
 
 Selling,
General and Administrative Expense
 
 Selling, general and administrative
expense, which includes stock compensation expense, decreased by
$2.8 million, or 25.2%, to approximately $8.3 million during the first
nine months of 2009 from approximately $11.1 million during the first nine
months of 2008.  Selling, general and administrative expense as a
percent of net sales decreased to 36.8% during the first nine months of 2009
from 44.2% during the first nine months of 2008.
 
 Payroll costs decreased by $133,000, or
3.1%, to approximately $4.1 million during the first nine months of 2009 from
approximately $4.3 million during the first nine months of
2008.  This decrease is attributable to the restructuring of our
workforce and consolidation of staff between Oregon and New Jersey as a
result of the acquisition of LJR Consulting.
 
 Non-cash stock compensation decreased
by $1.5 million, or 93.8%, to approximately $100,000 during the first nine
months of 2009 compared to $1.6 million during the first nine months of
2008.  During 2008, vesting was accelerated on restricted stock and
stock options due to the acquisition of LJR Consulting.
 
 Our cost for outsourced services
decreased by $286,000, or 81.7%, during the first nine months of 2009 to $64,000
as compared to $350,000 during the corresponding period in 2008 due primarily to
a settlement and termination of services with a vendor.  We also
eliminated software maintenance agreements that were no longer
needed.
 
 Accounting and professional expenses
decreased $657,000, or 49.3%, to $676,000 during the first nine months of 2009
from approximately $1.3 million in the first nine months of
2008.  During the first nine months of 2009, we relied on fewer
consultants than in the corresponding period of 2008 and had lower outside
accounting fees due to the relocation of accounting personnel to New Jersey and
a change in our outside accounting firm.
 
 Operating
Income (loss)
 
 During the first nine months of 2009,
we generated $2.8 million of operating income as compared to a
$1.1 million operating loss during the first nine months of
2008.
 
 Interest
Expense, Amortization of Debt Issuance Costs
 
 Interest expense increased to
approximately $2.2 million during the first nine months of 2009 from $1.7
million during the first nine months of 2008.  The interest expense
increase 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 to the increase in interest, amortization of
$5.9 million of debt issuance costs and debt discount on the value of
warrants issued to Lampe, Conway & Co., LLC increased from $1.0 million
in the first nine months of 2008 to $1.7 million for the first nine months
of 2009.
 
 Provision
for Income Taxes
 
 We have recorded no benefit from our
losses for the third 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
$6.5 million for the first nine months of 2009 compared to a net loss of
$5.2 million for the first nine months of 2008.
  21
 
 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 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 £1.4 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 September 30, 2009, we owed £402,000 (approximately
$641,000) pursuant to the Settlement Agreement.
 
 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 nine-month period ended September 30, 2009 was $4.2
million compared to the net cash used in operating activities during the
nine-month period ended September 30, 2008 of $3.8 million.  This
represented a 210.5% increase over the prior year.  $2.2 million
of the $4.2 million cash provided by operating activities was attributable
to the release of $1.2 million of restricted cash related to the terms of
an agreement with our vault cash provider and the receipt of $962,000 related to
the payment of leases from a vendor.
 
 Net cash used in investing activities
during the nine-month period ended September 30, 2009 was
$1.2 million.  The balance consisted primarily of capital
expenditures for ATMs and equipment.
 
 We used $949,000 during the nine-month
period ended September 30, 2009 to repay notes.  Net cash
provided by financing during the nine-month period ended September 30, 2008
was $9.2 million related to our borrowing with Lampe Conway.
 
 We had cash and cash equivalents of
$6.6 million at September 30, 2009, compared to $4.5 million at
December 31, 2008, and a net working capital deficit of $2.2 million at
September 30, 2009 compared to a net working capital deficit of
$3.5 million at December 31, 2008.
  22
 
 As of September 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
                      
                      
                      641Other
      debt
                      
                      
                      1,375Debt
      discount
                      
                      
                      (3,066
                      )$
                      19,705
 
 Off-Balance
Sheet Arrangements
 
 As of
September 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.
 
 Critical
Accounting Policies and Estimates
 
 Our critical accounting policies and
estimates as of September 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 September 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 September 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
have been no changes in our internal controls over financial reporting during
our fiscal quarter ended September 30, 2009 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
  23
  PART
II – OTHER INFORMATION
 
 ITEM
      6.
              Exhibits
 
 (a)
                      Exhibits31.1
                      
                      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.
  24
  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:
      November 12, 2009
                  By:
                  /s/ Michael J. DolanMichael
      J. DolanChief
      Financial Officer
  25