UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               -------------------

                                    FORM 10-Q

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      For the quarterly period ended March 31, 2005

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      For the transition period from _____ to _____

                        Commission file number 000-50866

                             DOLLAR FINANCIAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                   23-2636866
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                             1436 LANCASTER AVENUE,
                           BERWYN, PENNSYLVANIA 19312
               (Address of Principal Executive Offices) (Zip Code)

                                  610-296-3400
              (Registrant's Telephone Number, Including Area Code)

                                      None
      (Former name, former address and former fiscal year, if changed since
                                  last report)

Indicate by check |X| 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  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of April 30, 2005,  18,069,552  shares of the Registrants  common stock,  par
value $0.001 per share, were outstanding.




<PAGE>


<TABLE>
                             DOLLAR FINANCIAL CORP.

                                      INDEX

<S>     <C>                                                                                         <C>
PART I.       FINANCIAL INFORMATION                                                                  Page No.
                                                                                                     --------

Item 1.  Financial Statements

         Interim Consolidated Balance Sheets as of June 30, 2004
         and March 31, 2005 (unaudited)..............................................................    3

         Interim Unaudited Consolidated Statements of Operations for the Three and Nine
         Months Ended March 31, 2004 and 2005........................................................    4

         Interim Unaudited Consolidated Statements of Shareholders' Equity as of June 30, 2004
         And March 31, 2005 (unaudited)..............................................................    5

         Interim Unaudited Consolidated Statements of Cash Flows for the Nine Months
         Ended March 31, 2004 and 2005...............................................................    6

         Notes to Interim Unaudited Consolidated Financial Statements................................    7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................................................   27

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk...........................................................................   38

Item 4.  Controls and Procedures.....................................................................   40

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...........................................................................   40

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds..................................   41

Item 4.  Submission of Matters to a Vote of Security Holders.........................................   42

Item 6.  Exhibits ...................................................................................   43

Signature ...........................................................................................   44
</TABLE>










                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                             DOLLAR FINANCIAL CORP.

                       INTERIM CONSOLIDATED BALANCE SHEETS
                (In thousands except share and per share amounts)

<TABLE>

<S>                                                                                 <C>                <C>
                                                                                        June 30,           March 31,
                                                                                    ---------------    ----------------
                                                                                          2004               2005
                                                                                    ---------------    ----------------
Assets                                                                                                    (unaudited)

Cash and cash equivalents.........................................................      $   69,270         $    80,793
Loans receivable
    Loans receivable..............................................................          32,902              38,513
    Less:  Allowance for loan losses..............................................          (2,315)             (3,078)
                                                                                    ---------------    ----------------
Loans receivable, net.............................................................          30,587              35,435
Other consumer lending receivables................................................           7,404               8,353
Other receivables.................................................................           4,056               6,492
Income taxes receivable...........................................................           6,125               4,871
Prepaid expenses..................................................................           4,380               6,921
Deferred tax asset, net of valuation allowance of $24,474 and $33,421.............               -                 174
Notes and interest receivable--officers...........................................           4,785                   -
Property and equipment, net of accumulated depreciation of $49,540 and $61,986....          27,965              31,472
Goodwill and other intangibles, net of accumulated amortization of $23,339
    and $23,545 ..................................................................         149,118             185,194
Debt issuance costs, net of accumulated amortization of $987 and $2,213...........          11,428              10,003
Other.............................................................................           4,219               2,422
                                                                                    ---------------    ----------------
                                                                                        $  319,337         $   372,130
                                                                                    ===============    ================

Liabilities and shareholders' (deficit) equity
Accounts payable..................................................................      $   15,863         $    20,866
Foreign income taxes payable......................................................           5,979               5,489
Accrued expenses and other liabilities............................................          17,854              21,804
Accrued interest payable..........................................................           5,525               9,532
Revolving credit facilities.......................................................               -              11,000
Long term debt:
    9.75% Senior Notes due 2011...................................................         241,176             241,056
    16.0% Senior Notes due 2012...................................................          42,070                   -
    13.95% Senior Subordinated Notes due 2012.....................................          41,652                   -
Other long term debt..............................................................             105                  16
Shareholders' (deficit) equity:
    Common stock, $.001 par value:  55,500,000 shares authorized;
    11,025,001 shares issued at June 30, 2004 and 18,403,126 shares
       issued at March 31, 2005, respectively.....................................              11                  18
    Additional paid-in capital....................................................          61,470             165,821
    Accumulated deficit...........................................................        (120,916)           (124,353)
    Accumulated other comprehensive income........................................          13,813              26,227
    Treasury stock at cost; 59,222 shares at June 30, 2004 and 333,574 shares
       at March 31, 2005..........................................................            (956)             (5,346)
     Management equity loan.......................................................          (4,309)                  -
                                                                                    ---------------    ----------------
Total shareholders' (deficit) equity..............................................         (50,887)             62,367
                                                                                    ---------------    ----------------
                                                                                        $  319,337         $   372,130
                                                                                    ===============    ================
</TABLE>


        See notes to interim unaudited consolidated financial statements.



                                       3
<PAGE>
                             DOLLAR FINANCIAL CORP.

             INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands except share and per share amounts)


<TABLE>
<S>                                                           <C>                <C>               <C>              <C>
                                                                     Three Months Ended                   Nine Months Ended
                                                                         March 31,                            March 31,
                                                              ---------------------------------    --------------------------------
                                                                   2004               2005              2004               2005
                                                              ---------------     -------------    ---------------    -------------

Revenues:
   Check cashing ...........................................  $      30,398       $     32,708     $       87,939     $     95,803
   Consumer lending:
      Fees from consumer lending............................         29,923             37,225             90,130          113,970
      Provision for loan losses and adjustment to servicing
         income.............................................         (3,477)            (4,308)           (17,899)         (22,517)
                                                              ---------------     -------------    ---------------    -------------
   Consumer lending, net....................................         26,446             32,917             72,231           91,453
   Money transfer fees......................................          3,245              3,722              9,574           10,915
   Other....................................................          5,268              7,102             13,365           16,821
                                                              ---------------     -------------    ---------------    -------------
Total revenues..............................................         65,357             76,449            183,109          214,992
                                                              ---------------     -------------    ---------------    -------------

Store and regional expenses:
   Salaries and benefits....................................         19,397             22,365             56,881           63,419
   Occupancy................................................          5,019              5,820             14,768           16,814
   Depreciation.............................................          1,533              1,773              4,471            5,326
   Returned checks, net and cash shortages..................          2,051              2,699              6,936            7,916
   Telephone and communications.............................          1,336              1,600              4,329            4,468
   Advertising..............................................          1,736              1,983              5,278            7,078
   Bank charges.............................................            888              1,022              2,778            2,934
   Armored carrier expenses.................................            786                935              2,266            2,649
   Other....................................................          5,502              6,990             18,345           20,783
                                                              ---------------     -------------    ---------------    -------------
Total store and regional expenses...........................         38,248             45,187            116,052          131,387
                                                              ---------------     -------------    ---------------    -------------
Store and regional margin...................................         27,109             31,262             67,057           83,605
                                                              ---------------     -------------    ---------------    -------------

Corporate and other expenses:
   Corporate expenses.......................................          8,360             10,838             22,727           31,486
   Management fee...........................................            249                108                786              636
   Other depreciation and amortization......................            800                806              2,672            2,908
   Interest expense, net....................................         10,151              7,766             29,585           27,237
   Loss on extinguishment of debt...........................              -              8,097              8,855            8,097
   Termination of management services agreement.............              -              2,500                  -            2,500
   Other....................................................            157                189                278              133
                                                              ---------------     -------------    ---------------    -------------
Income before income taxes..................................          7,392                958              2,154           10,608
taxes.......................................................
Income tax provision........................................          5,789              5,437             28,125           14,045
                                                              ---------------     -------------    ---------------    -------------
Net income (loss)...........................................  $       1,603       $     (4,479)     $     (25,971)    $     (3,437)
                                                              ===============     =============    ===============    =============

Net income (loss) per share:
    Basic..................................................   $       0.15        $     (0.28)     $       (2.37)     $     (0.27)
                                                              ===============     =============    ===============    =============

    Diluted................................................   $       0.14        $     (0.28)     $       (2.37)     $     (0.27)
                                                              ===============     =============    ===============    =============

Weighted average common shares outstanding:
    Basic..................................................      10,965,779         15,935,660         10,965,779       12,569,815
                                                              ===============     =============    ===============    =============

    Diluted................................................      11,367,575         15,935,660         10,965,779       12,569,815
                                                              ===============     =============    ===============    =============
</TABLE>

        See notes to interim unaudited consolidated financial statements.

                                       4
<PAGE>



                             DOLLAR FINANCIAL CORP.

        INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        (In thousands, except share data)

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

                                   Common Stock                                  Accumulated                               Total
                                    Outstanding      Additional                     Other                  Management  Shareholders'
                               --------------------    Paid-in   (Accumulated   Comprehensive   Treasury     Equity      (Deficit)
                                 Shares     Amount     Capital     Deficit)     (Loss) Income     Stock       Loan         Equity
                               -----------------------------------------------------------------------------------------------------

                               -----------------------------------------------------------------------------------------------------
Balance, June 30, 2003........  10,965,779  $   11   $  61,470   $  (92,883)    $      7,697    $   (956)  $  (4,309)  $    (28,970)
                               =====================================================================================================
Comprehensive income
  Foreign currency translation                                                         6,116                                  6,116
  Net loss.................                                         (28,033)                                                (28,033)
                                                                                                                           ---------
Total comprehensive loss......                                                                                              (21,917)
                               -----------------------------------------------------------------------------------------------------
Balance, June 30, 2004........  10,965,779      11      61,470     (120,916)          13,813        (956)     (4,309)       (50,887)
                               =====================================================================================================
Comprehensive income
  Foreign currency translation                                                        12,573                                 12,573
  Cash flow hedges............                                                          (159)                                  (159)
    Net loss .................                                       (3,437)                                                 (3,437)
                                                                                                                           ---------
Total comprehensive income....                                                                                                8,977
Initial public stock offering.   7,378,125       7     107,086                                                              107,093
Repayment of notes receivable
   from officers..............    (416,287)                                                       (6,661)      4,309         (2,352)
Accrued interest on notes
   receivable from officers...                          (2,464)                                                              (2,464)
We The People acquisition.....     141,935                (271)                                    2,271                      2,000
                               -----------------------------------------------------------------------------------------------------
Balance, March 31, 2005.......  18,069,552  $   18   $ 165,821   $ (124,353)    $     26,227    $ (5,346)  $       -   $     62,367
                               =====================================================================================================

</TABLE>


















                                       5
<PAGE>
                             DOLLAR FINANCIAL CORP.

             INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<S>                                                                                   <C>                    <C>
                                                                                              Nine Months Ended
                                                                                                  March 31,
                                                                                      ----------------------------------
                                                                                          2004                  2005
                                                                                      -------------          -----------
Cash flows from operating activities:
Net loss .......................................................................      $    (25,971)          $   (3,437)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Accretion of interest expense from 13.0% Senior Discount Notes..............             5,827                    -
    Depreciation and amortization...............................................             8,657                9,380
    Loss on extinguishment of debt..............................................             8,855                5,114
    Losses (gains) on store closings and sales..................................               278                  (54)
    Foreign currency (gain) loss on revaluation of subordinated
         borrowings.............................................................              (899)                 183
    Deferred tax provision (benefit)............................................            15,610                 (132)
    Change in assets and liabilities (net of effect of acquisitions):
         Increase in loans and other receivables................................            (5,172)              (5,312)
         (Increase) decrease in income taxes receivable.........................            (4,134)               1,254
         Increase in prepaid expenses and other.................................              (316)              (2,135)
         Increase in accounts payable, income taxes payable, accrued
           expense and other liabilities and accrued interest payable...........            14,437               13,281
                                                                                      -------------          -----------
Net cash provided by operating activities.......................................            17,172               18,142

Cash flows from investing activities:
    Acquisitions, net of cash acquired..........................................                 -              (25,358)
    Gross proceeds from sale of fixed assets....................................                41                   -
    Additions to property and equipment.........................................            (5,080)              (9,324)
                                                                                      -------------          -----------
Net cash used in investing activities...........................................            (5,039)             (34,682)

Cash flows from financing activities:
    Proceeds from initial public offering of common stock, net..................                -               109,786
    Redemption of 16.0% Senior Notes due 2012...................................                -               (50,416)
    Redemption of 13.95% Senior Subordinated Notes due 2012.....................                -               (44,661)
    Redemption of 10.875% Senior Subordinated Notes due 2006 ...................           (20,734)                   -
    Redemption of 13.0% Senior Discount Notes due 2006 .........................           (22,962)                   -
    Other debt borrowings (payments)............................................               109                  (93)
    Issuance of 9.75% Senior Notes due 2011.....................................           220,000                    -
    Redemption of 10.875% Senior Notes due 2006 ................................          (111,170)                   -
    Net (decrease) increase in revolving credit facilities......................           (61,699)              11,000
    Payment of costs for initial public offering of common stock................               (32)              (1,309)
    Payment of debt issuance costs..............................................           (10,445)                (167)
                                                                                      -------------          -----------
Net cash (used in) provided by financing activities.............................            (6,933)              24,140

Effect of exchange rate changes on cash and cash equivalents....................             2,892                3,923
                                                                                      -------------          -----------
Net increase in cash and cash equivalents.......................................             8,092               11,523

Cash and cash equivalents at beginning of period................................            71,809               69,270
                                                                                      -------------          -----------
Cash and cash equivalents at end of period......................................      $     79,901           $   80,793
                                                                                      =============          ===========
</TABLE>



        See notes to interim unaudited consolidated financial statements.



                                       6
<PAGE>
                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying  unaudited  interim  consolidated  financial  statements are of
Dollar  Financial  Corp., and its wholly owned  subsidiaries  (collectively  the
"Company").  The Company is the parent company of Dollar Financial  Group,  Inc.
("OPCO")  and its wholly  owned  subsidiaries.  The  activities  of the  Company
consist  primarily of its  investment in OPCO. The Company's  unaudited  interim
consolidated  financial  statements  have been prepared in accordance  with U.S.
generally accepted accounting principles for interim financial information,  the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all information and footnotes  required by U.S.  generally  accepted
accounting  principles for complete  financial  statements and should be read in
conjunction with the Company's audited consolidated  financial statements in its
annual  report on Form 10-K (File No.  333-111473-02)  for the fiscal year ended
June 30, 2004 filed with the Securities and Exchange Commission.  In the opinion
of management,  all adjustments,  (consisting of normal recurring  adjustments),
considered  necessary  for a fair  presentation  have been  included.  Operating
results of interim  periods are not  necessarily  indicative of the results that
may be expected for a full fiscal year.

Effective  January  27,  2005,  the Company  executed  an Amended  and  Restated
Certificate of  Incorporation,  which  increased the authorized  common stock to
55,500,000  shares and also  authorized  10,000,000  shares of par value  $0.001
preferred stock. The Company also took the following actions:

     o    Converted  the par value of its common  stock from $1 per common share
          to $0.001 per common share;
     o    Declared a 555-to-1 stock split of the common stock;
     o    Authorized  the adoption of the 2005 Stock  Incentive Plan to selected
          employees, directors and consultants which provides for issuance of up
          to 1,718,695  shares of common stock or options to purchase  shares of
          common stock;
     o    Authorized the redemption of its 16.0% Senior Notes;
     o    Authorized the redemption of its 13.95% Senior Subordinated Notes; and
     o    Authorized  $2.5  million  to  pay a fee  to  terminate  a  management
          services  agreement  among  the  Company,  OPCO and Leo  nard  Green &
          Partners, L.P.

All common stock and per share  amounts have been restated to reflect the effect
of the stock split.

On January 28, 2005,  the Company  announced  the pricing of the initial  public
offering  of  7,500,000  shares of its common  stock at $16.00  per  share.  The
Company has sold 7,378,125 shares of common stock and a selling  stockholder has
sold 121,875  shares of common  stock.  The Company did not receive any proceeds
from the sale of its shares by the selling stockholder.

Use of Estimates

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

Principles of Consolidation

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

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



                                       7
<PAGE>
                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Operations

The Company was  organized in 1990 under the laws of the State of Delaware.  The
activities of the Company  consist  primarily of its investment in OPCO.  Dollar
Financial  Corp. has no employees or operating  activities as of March 31, 2005.
The Company, through its subsidiaries, provides retail financial services to the
general  public  through  a  network  of  1,172  locations  (of  which  700  are
company-operated)  operating as Money Mart(R),  The Money Shop, Loan Mart(R) and
Insta-Cheques  in 16 states,  the  District of  Columbia,  Canada and the United
Kingdom.  The  services  provided at the  Company's  retail  financial  services
locations  include  check  cashing,  short-term  consumer  loans,  sale of money
orders, money transfer services and various other related services.  Also, Money
Mart Express(R)  services and originates  short-term  consumer loans through 192
independent document transmitters in 11 states. In addition, the Company's newly
acquired  business,  We The People USA, Inc. offers  retail-based legal document
preparation services through a network of 170 franchised locations in 32 states.

Earnings Per Share Disclosures

Basic  earnings  per share are  computed by dividing  net income by the weighted
average  number of common  shares  outstanding.  Diluted  earnings per share are
computed by dividing net income by the weighted  average number of common shares
outstanding,  after  adjusting  for the dilutive  effect of stock  options.  The
following  table presents the  reconciliation  of the numerator and  denominator
used in the calculation of basic and diluted earnings per share (in thousands):

<TABLE>
<S>                                                                   <C>             <C>              <C>              <C>
                                                                          Three Months Ended                 Nine Months Ended
                                                                               March 31,                         March 31,
                                                                      ----------------------------     -----------------------------
                                                                         2004            2005              2004             2005
                                                                      ------------    ------------     -------------    ------------

Net income (loss)                                                     $     1,603     $    (4,479)     $    (25,971)    $    (3,437)

Reconciliation of denominator:

Weighted average number of common shares outstanding - basic               10,966          15,936            10,966          12,570

Effect of dilutive stock options (1)                                          402               -                 -               -
                                                                      ------------    ------------     -------------    ------------

Weighted average number of common shares outstanding - diluted             11,368          15,936            10,966          12,570
</TABLE>


(1)  The effect of dilutive  stock  options was  determined  under the  treasury
     stock  method.  Due to the net loss during the nine months  ended March 31,
     2004 and the three and nine months ended March 31, 2005,  the effect of the
     dilutive options were considered to be antidilutive, and therefore were not
     included in the calculation of diluted earnings per share.

Stock Based Employee Compensation

At March 31, 2005, the Company offered stock option plans, under which shares of
common stock may be awarded to employees or consultants of OPCO. The Company has
elected to follow  Accounting  Principles Board Opinion No. 25,  "Accounting for
Stock Issued to Employees"  (APB 25) and related  interpretations  in accounting
for its employee stock options.  Under APB 25, because the exercise price of the
Company's  employee  stock  options  equals the  estimated  market  price of the
underlying stock on the grant date, no compensation expense is recognized.


                                       8
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

The following table reconciles the required disclosure under SFAS No. 148, which
summarizes the amount of stock-based  compensation  expense,  net of related tax
effects,  which  would be  included  in the  determination  of net income if the
expense  recognition  provisions  of SFAS No. 123 had been  applied to all stock
option awards in periods presented (in thousands, except per share data):

<TABLE>
<S>                                                                    <C>             <C>             <C>            <C>
                                                                          Three Months Ended                Nine Months Ended
                                                                               March 31,                        March 31,
                                                                      ----------------------------    ----------------------------
                                                                         2004            2005            2004             2005
                                                                      ------------    ------------    ------------    ------------

Net income (loss)--as reported                                         $    1,603      $  (4,479)      $  (25,971)    $    (3,437)

Total stock-option expense determined under the fair value based
    method, net of related tax benefits                                       144            809              206           1,059
                                                                      ------------    ------------    ------------    ------------

Net income (loss)--pro forma                                           $    1,459      $  (5,288)      $  (26,177)    $    (4,496)
                                                                      ============    ============    ============    ============

Net income (loss) per common share--basic--as reported                 $     0.15      $   (0.28)      $    (2.37)    $     (0.27)

Net income (loss) per common share--basic--pro forma                   $     0.13      $   (0.33)      $    (2.39)    $     (0.36)

Net income (loss) per common share--diluted--as reported               $     0.14      $   (0.28)      $    (2.37)    $     (0.27)

Net income (loss) per common share--diluted--pro forma                 $     0.13      $   (0.33)      $    (2.39)    $     (0.36)
</TABLE>


In determining the pro forma stock compensation  expense, the fair value of each
option grant is estimated  on the date of grant using the  Black-Scholes  option
pricing model with the following weighted-average assumptions used for grants in
fiscal 2001 and fiscal 2004: expected  volatility of 46% and 46%,  respectively;
expected lives of 6.0 years and 6.0 years, respectively; risk-free interest rate
of 5.02% and 4.35%, respectively; fair value at date of grant of $6.68 per share
and $5.05 per share, respectively; and no expected dividends.

 2. SUBSIDIARY GUARANTOR UNAUDITED FINANCIAL INFORMATION

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

The Guarantees of the notes:

o    rank equal in right of payment with all existing and future  unsubordinated
     indebtedness  of the  Guarantors;
o    rank  senior in right of payment to all  existing  and future  subordinated
     indebtedness of the Guarantors; and
o    are effectively junior to any indebtedness of OPCO, including  indebtedness
     under OPCO's senior secured reducing  revolving  credit  facility,  that is
     either (1) secured by a lien on the  Collateral  that is senior or prior to
     the second  priority  liens  securing  the  Guarantees  of the notes or (2)
     secured by assets that are not part of the  Collateral to the extent of the
     value of the assets securing such indebtedness.

Separate  financial  statements of each  Guarantor  that is a subsidiary of OPCO
have not been presented because management has determined that they would not be
material  to  investors.   The  accompanying  tables  set  forth  the  condensed
consolidating  balance  sheets  at March  31,  2005 and June 30,  2004,  and the
condensed  consolidating  statements of  operations  and cash flows for the nine
month  periods  ended  March  31,  2005  and 2004 of the  Company,  OPCO and the
combined Guarantor subsidiaries, the combined non-Guarantor subsidiaries and the
consolidated Company.

                                       9
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                          CONSOLIDATING BALANCE SHEETS
                                 March 31, 2005
                                 (In thousands)
<TABLE>
<S>                                                  <C>             <C>              <C>             <C>            <C>
                                                                     Dollar Financial
                                                                        Group, Inc.      Subsidiary
                                                         Dollar       and Subsidiary        Non-
                                                    Financial Corp.     Guarantors       Guarantors   Eliminations   Consolidated
                                                    -------------------------------------------------------------------------------

Assets
Cash and cash equivalents..........................  $           4   $       30,670   $     50,119    $        -     $   80,793
Loans receivable...................................              -            4,615         33,898             -         38,513
Less:  Allowance for loan losses...................              -             (189)        (2,889)            -         (3,078)
                                                    -------------------------------------------------------------------------------
Loans receivables, net.............................              -            4,426         31,009             -         35,435
Other consumer lending receivables.................              -            8,353              -             -          8,353
Other receivables..................................            276            1,482          4,989          (255)         6,492
Income taxes receivable............................              -                -          4,921           (50)         4,871
Prepaid expenses...................................              -            3,764          3,157             -          6,921
Deferred tax asset.................................              -                -            174             -            174
Due from affiliates................................              -           51,806              -       (51,806)             -
Due from parent....................................              -            2,261              -        (2,261)             -
Property and equipment, net........................              -            9,662         21,810             -         31,472
Goodwill and other intangibles, net................              -           83,282        101,912             -        185,194
Debt issuance costs, net...........................              -           10,003              -             -         10,003
Investment in subsidiaries.........................         62,400          313,046          9,712      (385,158)             -
Other assets.......................................              9              838          1,575             -          2,422
                                                    -------------------------------------------------------------------------------
                                                     $      62,689   $      519,593   $    229,378    $ (439,530)    $  372,130
                                                    ===============================================================================


Liabilities and shareholders' equity
Accounts payable...................................  $           -   $        9,331   $     11,535           $ -         20,866
Foreign income taxes payable.......................              -                -          5,489             -          5,489
Income taxes payable...............................              -               50              -           (50)             -
Accrued expenses and other liabilities.............             61            9,795         11,948             -         21,804
Accrued interest payable...........................              -            8,823            964          (255)         9,532
Due to affiliates..................................            261                -         53,806       (54,067)             -
Revolving credit facilities........................              -           11,000              -             -         11,000
9.75% Senior Notes due 2011........................              -          241,056              -             -        241,056
Other long-term debt...............................              -               16              -             -             16
                                                    -------------------------------------------------------------------------------
                                                               322          280,071         83,742       (54,372)       309,763
                                                    -------------------------------------------------------------------------------


Shareholders' equity:
   Common stock....................................             18                -              -             -             18
   Additional paid-in capital......................        154,724          104,926         30,311      (124,140)       165,821
   (Accumulated deficit) retained earnings.........       (113,256)         101,253         97,415      (209,765)      (124,353)
   Accumulated other comprehensive income..........         26,227           33,343         17,910       (51,253)        26,227
   Treasury stock..................................         (5,346)               -              -             -         (5,346)
                                                    -------------------------------------------------------------------------------
Total shareholders' equity.........................         62,367          239,522        145,636      (385,158)        62,367
                                                    -------------------------------------------------------------------------------
                                                     $      62,689   $      519,593   $    229,378    $ (439,530)    $  372,130
                                                    ===============================================================================

</TABLE>


                                       10
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                          CONSOLIDATING BALANCE SHEETS
                                  June 30, 2004
                                 (In thousands)
<TABLE>
<S>                                                  <C>             <C>              <C>             <C>            <C>
                                                                     Dollar Financial
                                                                        Group, Inc.      Subsidiary
                                                         Dollar       and Subsidiary        Non-
                                                    Financial Corp.     Guarantors       Guarantors   Eliminations   Consolidated
                                                    -------------------------------------------------------------------------------

Assets
Cash and cash equivalents..........................  $        4      $       27,124   $     42,142    $         -    $   69,270
Loans receivable ..................................           -               4,838         28,064              -        32,902
Less: Allowance for loan losses....................           -                (694)        (1,621)             -        (2,315)
                                                    -------------------------------------------------------------------------------

Loans receivable, net..............................           -               4,144         26,443              -        30,587
Other consumer lending receivables.................           -               7,404              -              -         7,404
Other receivables..................................           -               1,980          2,360           (284)        4,056
Income taxes receivable............................           -                   8          6,117              -         6,125
Prepaid expenses...................................           -               1,772          2,608              -         4,380
Notes and interest receivable--officers............       1,431               3,354              -              -         4,785
Due from affiliates................................           -              63,791              -        (63,791)            -
Due from parent....................................                           5,682              -         (5,682)            -
Property and equipment, net........................                          10,957         17,008              -        27,965
Goodwill and other intangibles, net................           -              56,514         92,604              -       149,118
Debt issuance costs, net...........................         268              11,160              -              -        11,428
Investment in subsidiaries.........................      38,017             255,084          6,705       (299,806)            -
Other assets.......................................       1,392                 451          2,376              -         4,219
                                                    -------------------------------------------------------------------------------
                                                     $   41,112      $      449,425   $    198,363    $  (369,563)   $  319,337
                                                    ===============================================================================


Liabilities and shareholders' (deficit) equity
Accounts payable...................................  $        -      $        6,466   $      9,397    $         -    $   15,863
Foreign income taxes payable.......................           -                   -          5,979              -         5,979
Accrued expenses and other liabilities.............         946               7,058          9,850              -        17,854
Accrued interest payable...........................       1,649               2,974          1,186           (284)        5,525
Due to affiliates..................................       5,682                   -         63,791        (69,473)            -
9.75 % Senior Notes due 2011.......................           -             241,176              -              -       241,176
16.0% Senior Notes due 2012........................      42,070                   -              -              -        42,070
13.95% Senior Subordinated Notes due 2012..........      41,652                   -              -              -        41,652
Subordinated notes payable and other...............           -                  93             12              -           105
                                                    -------------------------------------------------------------------------------
                                                         91,999             257,767         90,215        (69,757)      370,224
                                                    -------------------------------------------------------------------------------


Shareholders' (deficit) equity:
   Common stock....................................          11                   -              -              -            11
   Additional paid-in capital......................      50,373             104,926         27,304       (121,133)       61,470
   (Accumulated deficit) retained earnings.........    (109,819)             81,996         71,767       (164,860)     (120,916)
   Accumulated other comprehensive income..........      13,813               4,736          9,077        (13,813)       13,813
   Treasury stock..................................        (956)                  -              -              -          (956)
   Management equity loan..........................      (4,309)                  -              -              -        (4,309)
                                                    -------------------------------------------------------------------------------
Total shareholders' (deficit) equity...............     (50,887)            191,658        108,148       (299,806)      (50,887)
                                                    -------------------------------------------------------------------------------
                                                     $   41,112      $      449,425   $    198,363    $  (369,563)   $  319,337
                                                    ===============================================================================
</TABLE>






                                       11
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                     CONSOLIDATING STATEMENTS OF OPERATIONS
                        Nine Months Ended March 31, 2005
                                 (In thousands)

<TABLE>
<S>                                             <C>             <C>                <C>               <C>            <C>
                                                                Dollar Financial
                                                    Dollar        Group, Inc.        Subsidiary
                                                  Financial      and Subsidiary         Non-
                                                     Corp.          Guarantors       Guarantors     Eliminations   Consolidated
                                                ----------------------------------------------------------------------------------

Revenues:
   Check cashing............................... $         -     $       35,262     $     60,541      $       -      $   95,803
   Consumer lending:
     Fees from consumer lending................           -             59,339           54,631              -         113,970
     Provision for loan losses and adjustment
       to servicing revenue....................           -            (13,399)          (9,118)             -         (22,517)
                                                ----------------------------------------------------------------------------------
   Consumer lending, net.......................           -             45,940           45,513              -          91,453
   Money transfer fees.........................           -              3,202            7,713              -          10,915
   Other.......................................           -              3,329           13,492              -          16,821
                                                ----------------------------------------------------------------------------------
Total revenues.................................           -             87,733          127,259              -         214,992
                                                ----------------------------------------------------------------------------------


Store and regional expenses:
   Salaries and benefits.......................           -             32,662           30,757              -          63,419
   Occupancy...................................           -              8,407            8,407              -          16,814
   Depreciation................................           -              2,756            2,570              -           5,326
   Returned checks, net and cash shortages.....           -              3,528            4,388              -           7,916
   Telephone and communications................           -              2,900            1,568              -           4,468
   Advertising.................................           -              3,172            3,906              -           7,078
   Bank charges................................           -              1,453            1,481              -           2,934
   Armored carrier expenses....................           -              1,098            1,551              -           2,649
   Other.......................................           -             10,103           10,680              -          20,783
                                                ----------------------------------------------------------------------------------
Total store and regional expenses..............           -             66,079           65,308              -         131,387
                                                ----------------------------------------------------------------------------------
Store and regional margin......................           -             21,654           61,951              -          83,605
                                                ----------------------------------------------------------------------------------

Corporate and other expenses:
  Corporate expenses...........................           -             14,787           16,699              -          31,486
  Management fee...............................         636               (934)             934              -             636
  Other depreciation and amortization..........           -              1,719            1,189              -           2,908
  Interest expense, net........................       7,642             16,615            2,980              -          27,237
  Loss on extinguishment of debt...............       8,097                  -                -              -           8,097
  Termination of management services agreement.       2,500                  -                -              -           2,500
  Other........................................         141               (128)             120              -             133
Equity in subsidiary...........................     (15,579)                 -                -         15,579               -
                                                ----------------------------------------------------------------------------------
(Loss) income before income taxes..............      (3,437)           (10,405)          40,029        (15,579)         10,608
Income tax  (benefit) provision................           -               (336)          14,381              -          14,045
                                                ----------------------------------------------------------------------------------
Net (loss) income.............................. $    (3,437)    $      (10,069)    $     25,648      $ (15,579)     $   (3,437)
                                                ==================================================================================
</TABLE>




                                       12
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                     CONSOLIDATING STATEMENTS OF OPERATIONS
                        Nine Months Ended March 31, 2004
                                 (In thousands)


<TABLE>
<S>                                             <C>             <C>                <C>               <C>            <C>
                                                                Dollar Financial
                                                    Dollar        Group, Inc.        Subsidiary
                                                  Financial      and Subsidiary         Non-
                                                     Corp.          Guarantors       Guarantors     Eliminations   Consolidated
                                                ----------------------------------------------------------------------------------

Revenues:
   Check cashing............................... $         -     $     36,633       $     51,306      $       -     $   87,939
   Consumer lending:
     Fees from consumer lending................           -           53,701             36,429              -         90,130
     Provision for loan losses and adjustment
       to servicing revenue....................           -          (12,889)            (5,010)             -        (17,899)
                                                ----------------------------------------------------------------------------------
   Consumer lending, net.......................           -           40,812             31,419              -         72,231
   Money transfer fees.........................           -            3,360              6,214              -          9,574
   Other.......................................           -            2,852             10,513              -         13,365
                                                ----------------------------------------------------------------------------------
Total revenues.................................           -           83,657             99,452              -        183,109
                                                ----------------------------------------------------------------------------------

Store and regional expenses:
   Salaries and benefits.......................           -           31,320             25,561              -         56,881
   Occupancy...................................           -            8,280              6,488              -         14,768
   Depreciation................................           -            2,382              2,089              -          4,471
   Returned checks, net and cash shortages.....           -            3,319              3,617              -          6,936
   Telephone and telecommunication.............           -            2,876              1,453              -          4,329
   Advertising.................................           -            2,795              2,483              -          5,278
   Bank charges................................           -            1,590              1,188              -          2,778
   Armored carrier services....................           -            1,018              1,248              -          2,266
   Other.......................................           -            9,555              8,790              -         18,345
                                                ----------------------------------------------------------------------------------
Total store and regional expenses..............           -           63,135             52,917              -        116,052
                                                ----------------------------------------------------------------------------------
Store and regional margin......................           -           20,522             46,535              -         67,057
                                                ----------------------------------------------------------------------------------

Corporate and other expenses:
   Corporate expenses..........................           -           11,143             11,584              -         22,727
   Management fees.............................         786           (1,739)             1,739              -            786
   Other depreciation and amortization.........           -            1,625              1,047              -          2,672
   Interest expense, net ......................      11,413           13,305              4,867              -         29,585
   Loss on extinguishment of debt..............       1,646            7,209                  -              -          8,855
   Other.......................................           -              241                 37              -            278
Equity in subsidiary...........................      (1,063)               -                  -          1,063              -
                                                ----------------------------------------------------------------------------------

(Loss) income before income taxes .............     (12,782)         (11,262)            27,261         (1,063)         2,154
Income tax provision...........................      13,189            4,675             10,261              -         28,125
                                                ----------------------------------------------------------------------------------

Net (loss) income.............................. $   (25,971)    $    (15,937)      $     17,000      $  (1,063)    $  (25,971)
                                                ==================================================================================

</TABLE>


                                       13
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                     CONSOLIDATING STATEMENTS OF CASH FLOWS
                        Nine Months Ended March 31, 2005
                                 (In thousands)
<TABLE>
<S>                                                       <C>             <C>                <C>         <C>            <C>
                                                                          Dollar Financial
                                                              Dollar         Group, Inc.     Subsidiary
                                                            Financial      and Subsidiary       Non-
                                                               Corp.         Guarantors      Guarantors  Eliminations   Consolidated
                                                          --------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss) income......................................... $     (3,437)  $       (10,069)   $  25,648   $   (15,579)   $    (3,437)
Adjustments to reconcile net (loss) income to net cash
   (used in) provided by  operating activities:
   Undistributed income of subsidiaries...................      (15,579)                -            -        15,579              -
   Depreciation and amortization..........................           19             5,600        3,761             -          9,380
   Loss on extinguishment of debt.........................        5,114                 -            -             -          5,114
   (Gains) losses on store closings and sales.............            -              (175)         121             -            (54)
   Foreign currency loss on revaluation of
     subordinated borrowings..............................            -               183            -             -            183
   Deferred tax benefit...................................            -                 -         (132)            -           (132)
   Changes in assets and liabilities (net of effect
     of acquisitions):
       (Increase) decrease in loans and other
         receivables......................................       (3,662)            3,654       (5,275)          (29)        (5,312)
       Decrease in income taxes receivable................            -            40,858        1,196       (40,800)         1,254
       Decrease (increase) in prepaid expenses and other..            -            (2,605)         470             -         (2,135)
       Increase (decrease) in accounts payable, income
         taxes payable, accrued expenses and other
         liabilities and accrued interest payable ........        3,959           (33,388)       1,881        40,829         13,281
                                                          --------------------------------------------------------------------------

Net cash (used in) provided by operating activities.......      (13,586)            4,058       27,670             -         18,142


Cash flows from investing activities:
Acquisitions, net of cash acquired........................            -           (21,633)      (3,725)            -        (25,358)
Additions to property and equipment.......................            -            (2,832)      (6,492)            -         (9,324)
Net decrease in due from affiliates.......................            -            57,773            -       (57,773)             -
                                                          --------------------------------------------------------------------------

Net cash provided by (used in) investing activities.......            -            33,308      (10,217)      (57,773)       (34,682)

Cash flows from financing activities:
Proceeds from initial public offering of common stock, net      109,786                 -            -             -        109,786
Redemption of 16% Senior Notes due 2012...................      (50,416)                -            -             -        (50,416)
Redemption of 13.95% Senior Subordinated Notes due 2012...      (44,661)                -            -             -        (44,661)
Other debt payments.......................................            -               (77)         (16)            -            (93)
Net increase in revolving credit facilities...............            -            11,000            -             -         11,000
Payment of costs of initial public stock offering.........       (1,309)               -             -             -         (1,309)
Payment of debt issuance costs............................           (3)             (164)           -             -           (167)
Net increase (decrease) in due to affiliates and due
   from parent............................................       (3,421)          (40,969)     (13,383)       57,773              -
Dividend paid to parent...................................        3,610            (3,610)           -             -              -
                                                          --------------------------------------------------------------------------
Net cash provided by (used in) financing activities.......       13,586           (33,820)     (13,399)       57,773         24,140

Effect of exchange rate changes on cash and cash
   equivalents............................................            -                 -        3,923             -          3,923
                                                          --------------------------------------------------------------------------

Net increase in cash and cash equivalents.................            -             3,546        7,977             -         11,523
Cash and cash equivalents at beginning of period..........            4            27,124       42,142             -         69,270
                                                          --------------------------------------------------------------------------
Cash and cash equivalents at end of period................ $          4   $        30,670    $  50,119   $         -    $    80,793
                                                          ==========================================================================
</TABLE>



                                       14
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                     CONSOLIDATING STATEMENTS OF CASH FLOWS
                        Nine Months Ended March 31, 2004
                                 (In thousands)

<TABLE>
<S>                                                       <C>             <C>                <C>         <C>            <C>
                                                                          Dollar Financial
                                                               Dollar         Group, Inc.     Subsidiary
                                                             Financial      and Subsidiary       Non-
                                                                Corp.         Guarantors      Guarantors  Eliminations  Consolidated
                                                          --------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss) income ........................................ $   (25,971)   $      (15,937)    $  17,000    $    (1,063)   $  (25,971)
Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
   Undistributed income of subsidiaries...................      (1,063)                -             -          1,063             -
   Accretion of interest expense from 13.0% Senior
     Discount Notes.......................................       5,827                 -             -              -         5,827
   Depreciation and amortization..........................         134             5,155         3,368              -         8,657
   Loss on extinguishment of debt ........................       1,646             7,209             -              -         8,855
   Losses on store closings and sales ....................           -               241            37              -           278
   Foreign currency gain on revaluation of
     subordinated borrowings..............................           -                 -          (899)             -          (899)
   Deferred tax provision.................................      14,769               841             -              -        15,610
   Change in assets and liabilities (net of effect of
     acquisitions):
       Increase  in loans and other receivables...........        (194)             (431)       (4,531)           (16)       (5,172)
       Decrease (increase) in income taxes receivable.....         268           (11,677)       (5,924)        13,199        (4,134)
       Decrease (increase) in prepaid expenses and other..          34              (868)          518              -          (316)
       Increase in accounts payable, income taxes payable,
         accrued expenses and other liabilities and
         accrued interest payable.........................       5,799            18,026         3,795        (13,183)       14,437
                                                          --------------------------------------------------------------------------
Net cash provided by operating activities.................       1,249             2,559        13,364              -        17,172

Cash flows from investing activities:
Gross proceeds from sale of fixed assets..................           -                 -            41              -            41
Additions to property and equipment.......................           -            (1,326)       (3,754)             -        (5,080)
Net increase in due from affiliates.......................           -           (22,383)            -         22,383             -
                                                          --------------------------------------------------------------------------
Net cash used in investing activities.....................               -       (23,709)       (3,713)        22,383        (5,039)

Cash flows from financing activities:
Redemption of 10.875% Senior Subordinated notes due 2006..           -           (20,734)            -              -       (20,734)
Redemption of 13.0% Senior Discount Notes due 2006........     (22,962)               -              -              -       (22,962)
Other debt borrowings (payments)..........................           -               128           (19)             -           109
Issuance of 9.75% Senior Notes due 2011...................           -           220,000             -              -       220,000
Redemption of 10.875% Senior Notes due 2006...............           -          (111,170)            -              -      (111,170)
Net decrease in revolving credit facilities...............           -           (60,764)         (935)             -       (61,699)
Payment of debt issuance costs............................        (289)          (10,156)            -              -       (10,445)
Payment of costs for initial public offering of stock.....         (32)                -             -              -           (32)
Net increase (decrease) in due to affiliates and due            22,034            11,062       (10,713)       (22,383)            -
   from parent............................................
                                                          --------------------------------------------------------------------------
Net cash (used in) provided by financing
   activities.............................................      (1,249)           28,366       (11,667)       (22,383)       (6,933)

Effect of exchange rate changes on cash and
   cash equivalents.......................................           -                 -         2,892              -         2,892
                                                          --------------------------------------------------------------------------

Net increase in cash and cash equivalents.................           -             7,216           876              -         8,092
Cash and cash equivalents at beginning of period..........           4            34,194        37,611              -        71,809
                                                          --------------------------------------------------------------------------
Cash and cash equivalents at end of period................ $         4    $       41,410     $  38,487    $         -    $   79,901
                                                          ==========================================================================

</TABLE>

                                       15
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

3. GOODWILL AND OTHER INTANGIBLES

In  accordance  with the  adoption  provisions  of SFAS No. 142,  the Company is
required to perform  goodwill  impairment tests on at least an annual basis. The
Company  performs  its  annual  impairment  test as of June 30.  There can be no
assurance that future goodwill  impairment  tests will not result in a charge to
earnings.  The Company has a covenant not to compete and during the three months
ended March 31, 2005, paid $1.1 million in additional  consideration  related to
franchise agreements, which are deemed to have a definite life and will continue
to be  amortized  over  the  estimated  useful  lives  of the  agreements.  This
identifiable  intangible  asset has been  included as other  intangibles  on the
Consolidated Balance Sheet. Amortization for these intangibles for the three and
nine months  ended March 31, 2005 was  $44,400 and  $60,900,  respectively.  The
amortization  expense for the  franchise  agreements  and the  covenants  not to
compete will be as follows:

                                                             Amount
                                      Year               (in thousands)
                               -------------------    ---------------------
                                      2005            $       89.4
                                      2006                   114.7
                                      2007                   114.7
                                      2008                   114.7
                                      2009                   114.7
                                    Thereafter               659.5
                                                      ---------------------
                                                           1,207.7
                                                      =====================

The  changes  in the  carrying  amount  of  goodwill  and other  intangibles  by
reportable  segment  for the fiscal year ended June 30, 2004 and the nine months
ended March 31, 2005 are as follows (in thousands):
<TABLE>
<S>                                                   <C>               <C>            <C>           <C>
                                                          United                         United
                                                          States            Canada       Kingdom         Total
                                                     -------------------------------------------------------------
Balance at June 30, 2003                              $       56,609    $     38,394   $   48,413    $   143,416
    Amortization of other intangibles...........                 (95)              -            -            (95)
    Acquisition.................................                   -               -          550            550
    Foreign currency translation adjustments....                   -             427        4,820          5,247
                                                     -------------------------------------------------------------
Balance at June 30, 2004                                      56,514          38,821       53,783        149,118
    Amortization of other intangibles...........                 (61)              -            -            (61)
    Acquisitions................................              26,829               -        3,241         30,070
    Foreign currency translation adjustments....                   -           3,913        2,154          6,067
                                                     -------------------------------------------------------------
Balance at March 31, 2005                             $       83,282    $     42,734   $   59,178    $   185,194
                                                     =============================================================
</TABLE>


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

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

                                                           June 30, 2004                                March 31, 2005
                                              -----------------------------------------     ----------------------------------------
                                                Gross Carrying           Accumulated          Gross Carrying          Accumulated
                                                    Amount              Amortization              Amount             Amortization
                                              -------------------      ----------------     -------------------     ----------------

Non-amortized intangible assets:
     Cost in excess of net assets acquired       $       169,115         $      20,016         $       205,069       $       21,022


Amortized intangible assets:
     Covenants not to compete                              2,452                 2,433                   2,523                2,523
     Franchise agreements                                      -                     -                   1,147                    -
                                              -------------------      ----------------     -------------------     ----------------
                                                           2,452                 2,433                   3,670                2,523

</TABLE>


                                       16
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

4. COMPREHENSIVE INCOME (LOSS)

Comprehensive  income (loss) is the change in equity from transactions and other
events and circumstances from non-owner sources, which includes foreign currency
translation and fair value adjustments for cash flow hedges. The following shows
the comprehensive (loss) income for the periods stated (in thousands):

<TABLE>
<S>                                              <C>                   <C>               <C>                  <C>
                                                        Three Months Ended                       Nine Months Ended
                                                             March 31,                               March 31,
                                                 ----------------------------------      ----------------------------------
                                                      2004                2005                2004                 2005
                                                 --------------    ----------------      -------------        -------------

Net income (loss)                                $       1,603         $   (4,479)       $   (25,971)         $    (3,437)
Foreign currency translation adjustment                  1,017             (2,271)             9,184               12,573
Fair value adjustments for cash flow hedges                  -                161                  -                 (159)
                                                 --------------    ----------------      -------------        -------------

Total comprehensive income (loss)                $       2,620         $   (6,589)       $   (16,787)         $     8,977
                                                 ==============    ================      =============        =============
</TABLE>


5. LOSS ON EXTINGUISHMENT OF DEBT

On November 13,  2003,  OPCO issued  $220.0  million  principal  amount of 9.75%
Senior Notes due 2011.  The proceeds  from this offering were used to redeem all
of its outstanding senior notes and its outstanding senior  subordinated  notes,
to refinance OPCO's credit facility,  to distribute a portion of the proceeds to
the Company to redeem an equal amount of the Company's senior discount notes and
to pay fees and expenses with respect to these  transactions  and a related note
exchange transaction involving the Company's senior discount notes.

On January 7,  2005,  OPCO  distributed  $3.6  million to the  Company to redeem
approximately $1.7 million aggregate  principal amount of its 16.0% senior notes
due 2012 and approximately $1.7 million aggregate principal amount of its 13.95%
senior subordinated notes due 2012.

On January 28, 2005,  the Company  announced  the pricing of the initial  public
offering  of  7,500,000  shares of its common  stock at $16.00  per  share.  The
Company  agreed  to  sell  7,378,125  shares  of  common  stock  and  a  selling
stockholder agreed to sell 121,875 shares of common stock. The net proceeds from
this offering was used to redeem all of the Company's  outstanding  16.0% senior
notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and
expenses with respect to these transactions and for general corporate purposes.

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

<TABLE>
<S>                                                                  <C>             <C>            <C>             <C>
                                                                         Three Months Ended             Nine Months Ended
                                                                              March 31,                      March 31,
                                                                         2004           2005           2004             2005
                                                                     ------------------------------------------------------------
Call Premium:
   Dollar Financial Group, Inc. 10.875% Senior Notes                 $       -       $       -      $     2.0       $         -
   Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes            -               -            0.7                 -
   Dollar Financial Corp. 16.0% Senior Notes                                 -             4.9              -               4.9
Write-off of original issue discount, net:
   Dollar Financial Corp. 16.0% Senior Notes                                 -             1.5              -               1.5
   Dollar Financial Corp. 13.95% Senior Subordinated Notes                   -             1.5              -               1.5
Write-off previously capitalized deferred issuance costs, net                -             0.2            6.1               0.2
                                                                     -----------     -----------    ------------    -------------

                                                                     $       -       $     8.1      $     8.8       $       8.1
                                                                     ===========     ===========    ============    =============
</TABLE>



                                       17
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

6.  GEOGRAPHIC SEGMENT INFORMATION

     All  operations  for which  geographic  data is presented  below are in one
     principal industry (check cashing, consumer lending and ancillary services)
     (in thousands):

<TABLE>
<S>                                                       <C>              <C>            <C>            <C>
As of and for the three months                                 United                        United
   ended March 31, 2004                                        States          Canada        Kingdom          Total
                                                         --------------------------------------------------------------

Identifiable assets                                       $     140,862    $    93,426    $    90,697    $    324,985
Goodwill and other intangibles, net                              56,522         39,711         53,825         150,058
Sales to unaffiliated customers:
  Check cashing                                                  13,823          8,914          7,661          30,398
  Consumer lending:
     Fees from consumer lending                                  16,981          7,895          5,047          29,923
     Provision for loan losses and adjustment to
       servicing revenue                                         (2,126)          (395)          (956)         (3,477)
                                                         --------------------------------------------------------------
  Consumer lending, net                                          14,855          7,500          4,091          26,446
  Money transfer fees                                             1,146          1,414            685           3,245
  Other                                                           1,072          3,649            547           5,268
                                                         --------------------------------------------------------------
Total sales to unaffiliated customers                            30,896         21,477         12,984          65,357

Interest expense, net                                             8,424            445          1,282          10,151
Depreciation and amortization                                     1,306            463            564           2,333
(Loss) income before income taxes                                (2,372)         7,117          2,647           7,392
Income tax provision                                              3,390          1,811            588           5,789

                                                               United                        United
For the nine months ended March 31, 2004                       States          Canada        Kingdom          Total
                                                         --------------------------------------------------------------

Sales to unaffiliated customers:
  Check cashing                                           $      36,633    $    28,725    $    22,581  $       87,939
  Consumer lending:
     Fees from consumer lending                                  53,701         22,576         13,853          90,130
     Provision for loan losses and adjustment to
       servicing revenue                                        (12,889)        (2,286)        (2,724)        (17,899)
                                                         --------------------------------------------------------------
  Consumer lending, net                                          40,812         20,290         11,129          72,231
  Money transfer fees                                             3,360          4,280          1,934           9,574
  Other                                                           2,852          8,736          1,777          13,365
                                                         --------------------------------------------------------------
Total sales to unaffiliated customers                            83,657         62,031         37,421         183,109

Interest expense, net                                            24,718          1,534          3,333          29,585
Depreciation and amortization                                     4,007          1,556          1,580           7,143
(Loss) income before income taxes                               (25,107)        18,992          8,269           2,154
Income tax provision                                             17,864          7,222          3,039          28,125

</TABLE>



                                       18
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

6.  GEOGRAPHIC SEGMENT INFORMATION           (continued)

<TABLE>
<S>                                                       <C>              <C>            <C>            <C>
As of and for the three months                                 United                        United
   ended March 31, 2005                                        States          Canada        Kingdom          Total
                                                         --------------------------------------------------------------

Identifiable assets                                       $     152,465    $   107,917    $   111,748    $    372,130
Goodwill and other intangibles, net                              83,282         42,734         59,178         185,194
Sales to unaffiliated customers:
  Check cashing                                                  13,497         10,140          9,071          32,708
  Consumer lending:
     Fees from consumer lending                                  18,970         11,581          6,674          37,225
     Provision for loan losses and adjustment to
       servicing revenue                                         (2,117)          (660)        (1,531)         (4,308)
                                                         --------------------------------------------------------------
  Consumer lending, net                                          16,853         10,921          5,143          32,917
  Money transfer fees                                             1,127          1,701            894           3,722
  Other                                                           1,796          4,608            698           7,102
                                                         --------------------------------------------------------------
Total sales to unaffiliated customers                            33,273         27,370         15,806          76,449

Interest expense, net                                             6,861            135            770           7,766
Depreciation and amortization                                     1,380            789            410           2,579
(Loss) income  before income taxes                              (11,925)         9,117          3,766             958
Income tax provision                                                493          3,840          1,104           5,437

                                                               United                        United
For the nine months ended March 31, 2005                       States          Canada        Kingdom          Total
                                                         --------------------------------------------------------------

Sales to unaffiliated customers:
  Check cashing                                           $      35,262    $    32,285    $    28,256    $     95,803
  Consumer lending:
     Fees from consumer lending                                  59,339         35,598         19,033         113,970
     Provision for loan losses and adjustment to
       servicing revenue                                        (13,399)        (4,530)        (4,588)        (22,517)
                                                         --------------------------------------------------------------
  Consumer lending, net                                          45,940         31,068         14,445          91,453
  Money transfer fees                                             3,202          5,058          2,655          10,915
  Other                                                           3,329         11,264          2,228          16,821
                                                         --------------------------------------------------------------
Total sales to unaffiliated customers                            87,733         79,675         47,584         214,992

Interest expense, net                                            24,257            727          2,253          27,237
Depreciation and amortization                                     4,475          2,279          1,480           8,234
(Loss) income before income taxes                               (29,421)        28,361         11,668          10,608
Income tax (benefit) provision                                     (336)        10,929          3,452          14,045

</TABLE>







                                       19
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

7.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Operations  in the United  Kingdom and Canada have exposed the Company to shifts
in currency valuations. From time to time, the Company may elect to purchase put
options in order to protect  earnings in the United  Kingdom and Canada  against
foreign  currency  fluctuations.  Out of the money put options may be  purchased
because they cost less than completely  averting risk, and the maximum  downside
is limited to the  difference  between the strike price and exchange rate at the
date of purchase and the price of the contracts.  At March 31, 2005, the Company
held put options  with an  aggregate  notional  value of $(CAN) 40.8 million and
(pound)(GBP)  8.7  million to protect  the  currency  exposure in Canada and the
United Kingdom  through  December 31, 2005.  The Company uses purchased  options
designated as cash flow hedges to protect against the foreign currency  exchange
rate risks inherent in its forecasted  earnings  denominated in currencies other
than the U.S.  dollar.  The  Company's  cash flow hedges have a duration of less
than twelve months.  For derivative  instruments that are designated and qualify
as  cash  flow  hedges,  the  effective  portions  of the  gain  or  loss on the
derivative  instrument are initially recorded in accumulated other comprehensive
income  as  a  separate  component  of  shareholders'  equity  and  subsequently
reclassified into earnings in the period during which the hedged  transaction is
recognized in earnings.  The ineffective portion of the gain or loss is reported
in corporate expenses on the statement of operations.  For options designated as
hedges,  hedge  effectiveness is measured by comparing the cumulative  change in
the hedge contract with the cumulative  change in the hedged item, both of which
are based on forward  rates.  As of March 31, 2005 no amounts were excluded from
the  assessment  of hedge  effectiveness.  There was no  ineffectiveness  in the
Company's  cash flow hedges for the three and nine months  ended March 31, 2005.
As of March 31, 2005,  amounts  related to  derivatives  qualifying as cash flow
hedges amounted to a reduction of shareholders'  equity of $159,000 all of which
is expected to be transferred to earnings in the next nine months along with the
earnings effects of the related forecasted  transactions.  The fair market value
of the  outstanding  puts held by the Company at March 31, 2005 was $277,000 and
is included in other assets on the balance sheet.

Although the Company's  revolving credit facility and Canadian  overdraft credit
facility  carry  variable  rates  of  interest,  most of the  Company's  average
outstanding  indebtedness carries a fixed rate of interest. A change in interest
rates is not expected to have a material  impact on the  consolidated  financial
position, results of operations or cash flows of the Company.

8.  CONTINGENT LIABILITIES

On August  19,  2003 a former  customer  in  Ontario,  Canada,  Margaret  Smith,
commenced an action against the Company and the Company's Canadian subsidiary on
behalf of a purported  class of Canadian  borrowers  (except  those  residing in
British  Columbia)  who,  Smith claims,  were  subjected to usurious  charges in
payday-loan  transactions.  The action, which is pending in the Ontario Superior
Court of Justice, alleges violations of a Canadian federal law proscribing usury
and seeks restitution and damages in an unspecified  amount,  including punitive
damages.  On February 1 and 2, 2005,  the  Company  brought a motion to stay the
action  against  it  on  jurisdictional   grounds  and  the  Company's  Canadian
subsidiary  brought  a  motion  to stay  the  action  against  it  based  on its
arbitration  clause. The judgments on those motions are under review. On October
21, 2003,  another former customer,  Kenneth D. Mortillaro,  commenced a similar
action against the Company's Canadian  subsidiary but this action has since been
stayed  because it is a  duplicate  action.  On  November  6, 2003,  the Company
learned of substantially  similar claims asserted on behalf of a purported class
of  Alberta  borrowers  by Gareth  Young,  a former  customer  of the  Company's
Canadian subsidiary. The Young action is pending in the Court of Queens Bench of
Alberta and seeks an  unspecified  amount of damages and other relief.  Like the
plaintiff in the MacKinnon action referred to below, Mortillaro, Smith and Young
have agreed to arbitrate all disputes  with the Company.  On January 29, 2003, a
former  customer,  Kurt  MacKinnon,  commenced an action  against the  Company's
Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class
of  British  Columbia  residents  who,  MacKinnon  claims  were  overcharged  in
payday-loan  transactions.  The action, which is pending in the Supreme Court of
British   Columbia,   alleges   violations   of  laws   proscribing   usury  and
unconscionable  trade  practices and seeks  restitution  and damages,  including
punitive  damages,  in an unknown  amount.  On February 3, 2004,  the  Company's
Canadian  subsidiary's  motion to stay the action and to compel  arbitration  of
MacKinnon's  claims,  as required by his agreement  with the Company's  Canadian
subsidiary,  was denied; the Company's Canadian subsidiary appealed this ruling.
On September  24, 2004,  the Court of Appeal for British  Columbia  reversed the
lower  court's  ruling and  remanded  the matter to the lower  court for further
proceedings   consistent  with  the  appellate  decision.   On  March  1,  2005,
MacKinnon's application for certification of his action was dismissed. MacKinnon
has appealed that dismissal and brought a series of motions  seeking to have the
motions judge  reconsider  her decision.  The Company's  Canadian  subsidiary is
opposing these motions and has renewed its  application to stay the action based
on its arbitration  clause. On April 15, 2005 the solicitor acting for MacKinnon
commenced a further  identical  proposed  class  action  against  the  Company's
Canadian  subsidiary on behalf of another former customer,  Louise Parsons.  The
Company's Canadian subsidiary has brought a motion to stay the Parsons action as
a duplicate action. The Company believes it has meritorious  defenses to each of
these actions and intends to defend them vigorously.  Similar class actions have
been  commenced  against the  Company's  Canadian  subsidiary  in Manitoba,  New
Brunswick Nova Scotia and  Newfoundland.  The Company is named as a defendant in
the actions  commenced in Nova Scotia and  Newfoundland  but has not been served


                                       20
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

8.  CONTINGENT LIABILITIES (continued)

with the  statements  of claim in these  actions  to date.  The  claims in these
additional  actions are  substantially  similar to those of the Ontario  actions
referred to above.

The Company is a defendant in four putative class-action  lawsuits, all of which
were  commenced  by the  same  plaintiffs'  law  firm,  alleging  violations  of
California's  wage-and-hour laws. The named plaintiffs in these suits, which are
pending in the  Superior  Court of the State of  California,  are the  Company's
former  employees  Vernell  Woods  (commenced  August 22,  2000),  Juan Castillo
(commenced  May 1,  2003),  Stanley  Chin  (commenced  May 7, 2003) and  Kenneth
Williams  (commenced  June 3, 2003).  Each of these  suits seeks an  unspecified
amount of damages  and other  relief in  connection  with  allegations  that the
Company misclassified  California store (Woods) and regional (Castillo) managers
as "exempt"  from a state law  requiring  the payment of overtime  compensation,
that the Company failed to provide  employees with meal and rest breaks required
under a new state law (Chin) and that the Company  computed  bonuses  payable to
the Company's  store  managers  using an  impermissible  profit-sharing  formula
(Williams).  In January 2003, without admitting liability, the Company sought to
settle the Woods case,  which the Company believes to be the most significant of
these  suits,  by  offering  each  individual  putative  class  member an amount
intended in good faith to settle his or her claim.  These settlement offers have
been accepted by 92% of the members of the putative class.  The Company recorded
a charge of $2.8  million  related to this matter  during  fiscal  2003.  Woods'
counsel  is  presently   disputing  through  arbitration  the  validity  of  the
settlements  accepted by the  individual  putative  class  members.  The Company
believes it has  meritorious  defenses to the challenge and to the claims of the
non-settling  putative Woods class members and plans to defend them  vigorously.
The Company  believes it has adequately  provided for the costs  associated with
this matter. The Company is vigorously defending the Castillo, Chin and Williams
lawsuits  and  believes it has  meritorious  defenses to the claims  asserted in
those matters.

In  addition  to the  litigation  discussed  above,  the  Company is involved in
routine litigation and administrative proceedings arising in the ordinary course
of business.

The Company does not believe that the outcome of any of the matters  referred to
in the preceding  paragraphs  will  materially  affect its financial  condition,
results of operations or cash flows in future periods.

9.  ACQUISITIONS

The following  acquisitions have been accounted for under the purchase method of
accounting.

On  January  4,  2005,  the  Company   entered  into  an  agreement  to  acquire
substantially  all of the outstanding  shares of International  Paper Converters
Limited,  d/b/a Cheque Changer Limited ("IPC"). The aggregate purchase price for
this  acquisition  was $2.7 million and was funded through excess internal cash.
The excess of the  purchase  price over the fair  value of  identifiable  assets
acquired was $2.5 million. The 17 company-owned stores and two franchised stores
acquired  further  strengthens  the  Company's  market  share by  expanding  its
customer  base in the  United  Kingdom.  The  company  believes  that for  these
reasons, along with the earnings potential for these stores, the allocation of a
portion of the purchase price to goodwill is appropriate.

On  January  31,  2005,  the  Company  entered  into  an  agreement  to  acquire
substantially  all  of  the  assets  of  Alexandria  Financial  Services,   LLC,
Alexandria  Acquisition,  LLC, American Check Cashers of Lafayette,  LLC, ACC of
Lake  Charles,   LLC  and  Southern   Financial   Services  of  Louisiana,   LLC
(collectively,  "American").  The aggregate  purchase price for this acquisition
was $9.9 million in cash.  The agreement  also includes a maximum  revenue-based
earn out of up to $2.4  million  which is  payable  on  January  31,  2006.  The
Company's revolving credit facility was used to fund the purchase. The excess of
the purchase price over the fair value of identifiable  assets acquired was $8.8
million.  The 24 stores acquired further  strengthens the Company's market share
by expanding  its  customer  base in the  Louisiana  market and for that reason,
along with the earnings  potential  for these stores,  the Company  believes the
allocation of a portion of the purchase price to goodwill is appropriate.

On March 7, 2005, the Company entered into an agreement to acquire substantially
all of the assets of We The People Forms and Service  Centers USA, Inc.  ("WTP")
relating to WTP's retail-based legal document preparation services business. The
aggregate  purchase price for this acquisition was $14.0 million,  consisting of
$10.5 million in cash, $2 million in unregistered shares of the Company's common
stock and a $1.5 million  escrow  amount (25% of which is to be  distributed  on
each of December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006)
assuming no indemnification claims. In addition, the Company assumed $750,000 in
liabilities  and  assumed  approximately  $3.3  million in  refundable  deposits
related to certain franchise agreements.  The Company allocated a portion of the
purchase  price to  purchased  franchise  agreements  for $1.1 million and other


                                       21
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

9. ACQUISITIONS (continued)

assets for $0.1  million.  The agreement  also includes a maximum  revenue-based
earn out of up to $3.0 million which is payable over a two year period. Although
the Company  completed the  acquisition  of WTP on March 7, 2005,  management is
still finalizing the purchase price allocation based on its analysis of the fair
value of the assets acquired and liabilities  assumed.  The Company's  revolving
credit facility and  unregistered  shares of the Company's common stock was used
to fund the purchase. The excess of the purchase price over the preliminary fair
value of identifiable  assets acquired was $16.8 million.  The Company  believes
that due to the franchising revenues generated from the network of 170 franchise
locations  and the  potential  to sell  additional  franchises, the  preliminary
allocation of a portion of the purchase price to goodwill is appropriate.

Following is the allocation of the purchase  price for the three  aforementioned
acquisitions (in millions):

<TABLE>
<S>                                           <C>             <C>           <C>
                                                   IPC          American          WTP
                                              ------------    -----------    -----------

     Purchase price                               $2.7            $9.9          $14.0
     Net assets acquired:
          Purchased  franchise agreements                                        (1.1)
          Refundable deposits                                                     3.3
          Other (assets) and liabilities          (0.2)           (1.1)           0.6
                                              ------------    -----------    -----------
     Goodwill                                     $2.5            $8.8          $16.8
                                              ============    ===========    ===========
</TABLE>


The  following  unaudited  pro forma  information  for the three and nine months
ended  March 31, 2004 and 2005  presents  the  results of  operations  as if the
acquisitions had occurred as of the beginning of the periods presented.  The pro
forma  operating  results  include  the  results of these  acquisitions  for the
indicated periods and reflect the amortization of identifiable intangible assets
arising from the  acquisitions,  increased  interest expense on acquisition debt
and the income tax impact as of the respective  purchase dates of IPC,  American
and WTP. Pro forma results of operations are not  necessarily  indicative of the
results of operations that would have occurred had the purchase been made on the
date above or the results which may occur in the future.

<TABLE>
<S>                                                           <C>             <C>              <C>               <C>
                                                                   Three Months Ended                Nine Months Ended
                                                                       March 31,                         March 31,
                                                                      (Unaudited)                       (Unaudited)
                                                              -----------------------------    -------------------------------
                                                                 2004             2005             2004              2005
                                                              ------------    -------------    --------------    -------------

       Revenues                                               $   69,101      $    78,149      $   197,243       $   222,374
       Net income (loss)                                      $    1,965      $    (4,357)     $   (24,276)      $    (2,005)
       Net income (loss) per common share - basic             $     0.18      $     (0.27)     $     (2.21)      $     (0.16)
       Net income (loss) per common share - diluted           $     0.17      $     (0.27)     $     (2.21)      $     (0.16)

</TABLE>

10.  SUPPLEMENTARY CASH FLOW INFORMATION

Non-cash  transactions:  On November 13, 2003, Dollar Financial Corp.  exchanged
$49.4 million, or 50% of the accreted value of its 13% Senior Discount Notes for
16.0% Senior Notes due 2012 and $49.4  million,  or 50% of the accreted value of
its 13% Senior  Discount Notes for 13.95% Senior Notes due 2012. On November 15,
2004,  Dollar Financial Corp.  elected to capitalize $6.5 million of interest on
its 16.0% Senior  Notes due 2012 and its 13.95%  Senior  Subordinated  Notes due
2012. On February 2, 2005,  Dollar  Financial  Corp.  wrote-off  $1.5 million of
unamortized  original  issue  discount  related to the  redemption  of the 16.0%
Senior Notes and $1.5 million of unamortized  original issue discount related to
the 13.95% Senior  Subordinated  Notes.  Additionally,  Dollar  Financial  Corp.
forgave $2.5 million of accrued interest under the management loans and accepted
certain of the  management  individuals'  exchange of shares of its common stock
held by them in satisfaction of $6.7 million  principal amount of such loans. On
March 7, 2005, the Company,  as part of the consideration for the acquisition of
WTP,  issued $2.0 million in  unregistered  shares of its common stock  (141,935
shares).

                                       22
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

11.  CAPITAL STOCK

Effective  January  27,  2005,  the Company  executed  an Amended  and  Restated
Certificate of  Incorporation,  which  increased the authorized  common stock to
55,500,000  shares and also  authorized  10,000,000  shares of par value  $0.001
preferred stock. The Company also took the following actions:

     o    Converted  the par value of its common  stock from $1 per common share
          to $0.001 per common share;
     o    Declared a 555-to-1 stock split of the common stock;
     o    Authorized  the adoption of the 2005 Stock  Incentive Plan to selected
          employees, directors and consultants which provides for issuance of up
          to 1,718,695  shares of common stock or options to purchase  shares of
          common stock;
     o    Authorized the redemption of its 16.0% Senior Notes;
     o    Authorized the redemption of its 13.95% Senior Subordinated Notes; and
     o    Authorized  $2.5  million  to  pay a fee  to  terminate  a  management
          services  agreement  among  the  Company,  OPCO  and  Leonard  Green &
          Partners, L.P.

All common stock and per share  amounts have been restated to reflect the effect
of the stock split.

On January 28, 2005,  the Company  announced  the pricing of the initial  public
offering  of  7,500,000  shares of its common  stock at $16.00  per  share.  The
Company has sold 7,378,125 shares of common stock and a selling  stockholder has
sold 121,875  shares of common  stock.  The Company did not receive any proceeds
from the sale of its shares by the selling  stockholder.  In connection with the
IPO, the selling  stockholder  participated  in the  proportionate  costs of the
underwriter's  fee. No other diminimus  costs were  proportionately  shared.  On
February  2, 2005,  the  Company  received  $109.8  million in net  proceeds  in
connection with this offering. The following table summarizes the use of funds:

<TABLE>
<S>                                                                                                             <C>
Redeem in full the outstanding principal amount of 16.0% Senior Notes due 2012
  at a redemption price of 110.0% of the current accretion amount:
     Principal........................................................................................          $       45.3
     Accrued interest.................................................................................                   1.6
     Redemption premium...............................................................................                   4.7
                                                                                                                ---------------
Total cost of redemption of 16.0% Senior Notes due 2012...............................................                  51.6
Redeem in full the outstanding principal amount of 13.95% Senior Subordinated Notes due 2012 at a
  redemption price of 100.0% of the current accretion amount:
     Principal........................................................................................                  44.5
     Accrued interest.................................................................................                   1.3
     Redemption premium...............................................................................                     -
                                                                                                                ---------------
Total cost of redemption of 13.95% Senior Subordinated Notes due 2012.................................                  45.8
Terminate a management services agreement among the Company, OPCO and Leonard Green &
     Partners, L.P. prior to the contractual date of termination......................................                   2.5
Pay estimated fees and expenses with respect to the offering and the related transactions.............                   2.7
Use the remaining proceeds for working capital and general corporate purposes.........................                   7.2
                                                                                                                ---------------
Total use of net proceeds.............................................................................          $      109.8
                                                                                                                ===============
</TABLE>

12.  Related Party Transactions

During fiscal 1999, the Company  issued loans to certain  members of management.
The funds were used to pay  personal  income  tax  expense  associated  with the
exercise of certain  options and grants of certain stock in connection  with the
purchase of the Company by Green Equity  Investors II, L.P. In conjunction  with
the Company's  initial public  offering,  the Company forgave  accrued  interest
under the  management  loans (in the  aggregate  amount  of  approximately  $2.5
million)  and  accepted  the  management  individuals  exchange of shares of the
Company's common stock held by them in full satisfaction of the principal amount
of such loans (in the aggregate amount of approximately  $6.7 million).  For the
purposes  of the  exchange,  we valued our common  stock at the  initial  public
offering price.


                                       23
<PAGE>
                             DOLLAR FINANCIAL CORP.

      NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

12.  Related Party Transactions (continued)

Under an amended and restated  management services agreement among Leonard Green
& Partners,  L.P.,  Dollar Financial  Group,  Inc. and the Company agreed to pay
Leonard  Green & Partners,  L.P. an annual fee equal to $1.0 million for ongoing
management, consulting and financial planning services, as well as reimbursement
of any out-of-pocket expenses incurred. The agreement was scheduled to terminate
on  November  13,  2008.  However,  the  parties  terminated  the  agreement  in
conjunction  with the closing of the Company's  initial public offering  because
the Company  believes it is appropriate as a public company to minimize  related
party  transactions.  In  connection  with this  termination,  the Company  paid
Leonard  Green & Partners,  L.P.  accrued fees of $1.2 million and a termination
fee of $2.5 million.

In conjunction with the Company's  initial public offering,  the Company's Chief
Executive  Officer,  as  the  only  selling  stockholder,  participated  in  the
proportionate  costs of the  underwriter's  fee. No other  diminimus  costs were
proportionately shared.

13.  Subsequent Event

On April 27,  2005,  the  Company's  Board of  Directors  approved  the grant of
536,783  stock  options at an  exercise  price of $11.70  which was equal to the
market price of the  underlying  stock on the grant date.  On that same day, the
Company's  Board of Directors  approved the grant of 536,783 stock options at an
exercise price of $16.00.









                                       24
<PAGE>
                             DOLLAR FINANCIAL CORP.

                          SUPPLEMENTAL STATISTICAL DATA


<TABLE>
<S>                                                                  <C>                   <C>
                                                                            March 31,
                                                                -----------------------------------
Company Operating Data:                                             2004                  2005
                                                                -------------         -------------
Stores in operation:
   Company-owned................................................     630                   700
   Franchised stores and check cashing merchants................     476                   642
                                                                   -----                 -----
Total...........................................................   1,106                 1,342
                                                                   =====                 =====
</TABLE>


<TABLE>
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>            <C>              <C>
                                                                    Three Months Ended                 Nine Months Ended
                                                                         March 31,                         March 31,
                                                                ----------------------------    --------------------------------
Check Cashing Data:                                                 2004            2005             2004              2005
                                                                ------------     -----------    -------------    ---------------

Face amount of checks cashed (in millions)....................  $       801      $      843     $    2,375       $        2,542
Face amount of average check..................................  $       404      $      437     $      383       $          419
Face amount of average check (excluding Canada and the United
   Kingdom)...................................................  $       414      $      432     $      375       $          389
Average fee per check.........................................  $     15.33      $    16.94     $    14.17       $        15.79
Number of checks cashed (in thousands)........................        1,983           1,930          6,204                6,067

--------------------------------------------------------------------------------------------------------------------------------

                                                                    Three Months Ended                 Nine Months Ended
                                                                         March 31,                         March 31,
                                                                ----------------------------    --------------------------------
Check Cashing Collections Data:                                     2004            2005             2004              2005
                                                                ------------     -----------    -------------    ---------------

Face amount of returned checks (in thousands).................  $    7,208       $   7,981      $    22,159       $    23,477
Collections (in thousands)....................................      (5,563)         (5,770)         (16,383)          (16,626)
                                                                ------------     -----------    -------------    ---------------
Net write-offs (in thousands).................................  $    1,645       $   2,211      $     5,776       $     6,851
                                                                ============     ===========    =============    ===============

Collections as a percentage of
   returned checks............................................        77.2%           72.3%            73.9%             70.8%
Net write-offs as a percentage of
   check cashing revenues.....................................         5.4%            6.8%             6.6%              7.2%
Net write-offs as a percentage of the
   face amount of checks cashed...............................        0.21%           0.26%            0.24%             0.27%

</TABLE>














                                       25
<PAGE>
The  following  chart  presents a summary of our  consumer  lending  operations,
including loan originations, which includes loan extensions and revenues for the
following periods (in thousands):


<TABLE>
<S>                                                        <C>                <C>                  <C>           <C>
                                                                   Three Months Ended                   Nine Months Ended
                                                                       March 31,                            March 31,
                                                           -----------------------------------     ----------------------------
                                                                  2004             2005                2004          2005
                                                           -----------------------------------     ----------------------------

U.S. company funded consumer loan originations(1)......... $        17,443    $      15,956        $     47,638  $     53,025
Canadian company funded consumer loan originations(2).....          75,791          107,346             231,729       332,514
U.K. company funded consumer loan originations(2).........          29,207           43,420              82,230       128,898
                                                           -----------------------------------     ----------------------------
   Total company funded consumer loan originations........ $       122,441    $     166,722        $    361,597  $    514,437
                                                           ===================================     ============================

U.S. servicing revenues, net.............................. $        12,093    $      14,089        $     35,411  $     40,107
U.S. company funded consumer loan revenues................           2,666            2,682               7,138         8,166
Canadian company funded consumer loan revenues............           7,895           11,581              22,577        35,600
U.K. company funded consumer loan revenues................           5,048            6,674              13,854        19,033
Provision for loan losses on company funded loans.........          (1,256)          (2,109)             (6,749)      (11,453)
                                                           -----------------------------------     ----------------------------
   Total consumer lending revenues, net................... $        26,446    $      32,917        $     72,231  $     91,453
                                                           ===================================     ============================

Gross charge-offs of company funded consumer loans........ $        11,662    $      15,492        $     33,852  $     48,046
Recoveries of company funded consumer loans...............         (10,634)         (13,871)            (27,340)      (37,251)
                                                           -----------------------------------     ----------------------------
Net charge-offs on company funded consumer loans.......... $         1,028    $       1,621        $      6,512  $     10,795
                                                           ===================================     ============================

Gross charge-offs of company funded consumer loans
   as a percentage of total company funded consumer
   loan originations......................................            9.5%             9.3%                9.4%          9.3%
Recoveries of company funded consumer loans as a
   percentage of total company funded consumer
   loan originations......................................            8.7%             8.3%                7.6%          7.2%
Net charge-offs on company funded consumer loans
   as a percentage of total company funded consumer
   loan originations......................................            0.8%             1.0%                1.8%          2.1%
</TABLE>



     (1)  Our company operated stores and document transmitter  locations in the
          United States  originate  company funded and bank funded (for which we
          receive servicing revenues) short-term consumer loans.
     (2)  All consumer  loans  originated  in Canada and the United  Kingdom are
          company funded.

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

<TABLE>
<S>                                                                            <C>              <C>
                                                                                 Nine Months Ended
                                                                                     March 31,
                                                                            ----------------------------
                                                                                2004           2005
                                                                            ----------------------------
        U.S. stores originating company funded loans                              43             63
        U.S. stores originating bank funded loans                                275            274
                                                                            ----------------------------
        Total U.S. stores originating short-term consumer loans                  318            337
                                                                            ============================
</TABLE>


                                       26
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The  following  is a  discussion  and analysis of the  financial  condition  and
results of operations  for Dollar  Financial  Corp. for the three month and nine
month periods ended March 31, 2005 and 2004. References in this section to "we,"
"our,"  "ours,"  or "us" are to Dollar  Financial  Corp.  and its  wholly  owned
subsidiaries, except as the context otherwise requires. References to "OPCO" are
to our wholly owned operating  subsidiary,  Dollar Financial  Group,  Inc. For a
separate  discussion  and  analysis of the  financial  condition  and results of
operations  of OPCO,  see  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations  included in OPCO's quarterly report on Form
10-Q (File No. 333-18221) for the period ended March 31, 2005.

Overview

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

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

On January 4, 2005, we acquired  substantially all of the outstanding  shares of
International  Paper Converters  Limited adding 17 company-owned  stores and two
franchised stores in the United Kingdom.

On January 31, 2005, we acquired  substantially  all of the assets of Alexandria
Financial Services, LLC, Alexandria Acquisition,  LLC, American Check Cashers of
Lafayette,  LLC, ACC of Lakes Charles,  LLC and Southern  Financial  Services of
Louisiana,  LLC. This acquisition added 24 check cashing and short-term consumer
loan stores in the Louisiana  market adding to our existing market share in that
area of the country.

On March 7, 2005 we  acquired  substantially  all of the assets of We The People
Forms and Service Centers USA, Inc. ("WTP") relating to WTP's retail-based legal
document preparation services business.  We now offer these services through our
wholly  owned  subsidiary  We The  People  USA,  Inc.  through a network  of 170
franchised locations in 32 states.

Our expenses primarily relate to the operations of our store network,  including
salaries and benefits for our employees,  occupancy  expense for our leased real
estate,  depreciation of our assets and corporate and other expenses,  including
costs related to opening and closing stores.

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

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

Discussion of Critical Accounting Policies

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

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

                                       27
<PAGE>
Revenue Recognition

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

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

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

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

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

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

Because our servicing fees are reduced by loan losses  incurred by the banks, we
have  established  a reserve for  servicing  fee  adjustments.  To estimate  the
appropriate  reserve for  servicing fee  adjustments,  we consider the amount of
outstanding  loans owed to the banks,  historical loans charged off, current and
expected  collections  patterns and current economic trends. The reserve is then
based on net  charge-offs,  expressed as a  percentage  of loans  originated  on
behalf of the banks applied  against the total amount of the banks'  outstanding
loans. This reserve is reported in accrued expenses and other liabilities on our
balance  sheet and was $1.9  million at March 31, 2005 and $1.4  million at June
30, 2004.

If one of the banks suffers a loss on a loan, we immediately record a charge-off
against the reserve for servicing fee  adjustments  for the entire amount of the
unpaid  item.  A recovery is credited to the reserve  during the period in which
the recovery is made. Each month, we replenish the reserve in an amount equal to
the net losses charged to the reserve in that month. This replenishment, as well
as any additional  provisions to the reserve for servicing fees adjustments as a
result of the  calculations  set forth above, is charged against  revenues.  The
total amount of outstanding loans owed to the banks increased during the periods
ended March 31, 2005 and March 31, 2004, and during these periods the loss rates
on loans increased  marginally.  As a result,  the Company increased its reserve
for  servicing fee  adjustments.  We serviced $321 million loans for County Bank
and First  Bank  during the first nine  months of fiscal  2005 and $291  million
during  the first nine  months of fiscal  2004.  At March 31,  2005 and 2004 the
amounts of outstanding loans were $14.2 million and $12.4 million, respectively,
for County Bank and First Bank.

Company Funded Consumer Loan Loss Reserves Policy

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

                                       28
<PAGE>
When a loan is originated,  the customer  receives the cash proceeds in exchange
for a post-dated  check or a written  authorization  to initiate a charge to the
customer's bank account on the stated maturity date of the loan. If the check or
the  debit to the  customer's  account  is  returned  from the bank  unpaid,  we
immediately  record a charge-off  against the consumer loan loss reserve for the
entire  amount of the unpaid item. A recovery is credited to the reserve  during
the period in which the recovery is made.  Each month,  we replenish the reserve
in an amount equal to the net losses charged to the reserve in that month.  This
replenishment,  as well as any additional provisions to the loan loss reserve as
a result of the  calculations  in the preceding  paragraph,  is charged  against
revenues.

Check Cashing Returned Item Policy

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

Goodwill

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

Income Taxes

As part of the process of preparing our consolidated financial statements we are
required to estimate our income taxes in each of the  jurisdictions  in which we
operate.  This  process  involves  estimating  the actual  current tax  exposure
together with assessing temporary differences resulting from differing treatment
of items for tax and accounting  purposes.  These differences result in deferred
tax assets and liabilities,  which are included within the consolidated  balance
sheet. An assessment is then made of the likelihood that the deferred tax assets
will be recovered  from future  taxable income and to the extent we believe that
recovery is not likely, we establish a valuation allowance.

Results of Operations

Revenue Analysis

<TABLE>
                                       Three Months Ended March 31,                          Nine Months Ended March 31,
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>               <C>        <C>       <C>            <C>              <C>         <C>
                                                             (Percentage of                                        (Percentage of
                                 ($ in thousands)            total revenue)            ($ in thousands)            total revenue)
                             --------------------------     ------------------     --------------------------    -------------------
                                2004           2005          2004        2005          2004           2005         2004        2005
                             -----------    -----------     -------     ------     -----------    -----------    --------   --------


Check cashing............... $   30,398     $   32,708        46.5%      42.8%     $   87,939     $  95,803        48.0%       44.6%
Consumer lending  revenues,
   net......................     26,446         32,917        40.4       43.1          72,231        91,453        39.4        42.5
Money transfer fees.........      3,245          3,722         5.0        4.9           9,574        10,915         5.2         5.1
Other revenue...............      5,268          7,102         8.1        9.2          13,365        16,821         7.4         7.8
                             -----------    -----------     -------     ------     -----------    -----------    --------   --------
Total revenue............... $   65,357     $   76,449       100.0%     100.0%     $  183,109     $ 214,992       100.0%      100.0%
                             ===========    ===========     =======     ======     ===========    ===========    ========   ========
</TABLE>


The Three Months  Ended March 31, 2005  compared to the Three Months Ended March
31, 2004

Total  revenues  were $76.4  million for the three  months  ended March 31, 2005
compared to $65.4 million for the three months ended March 31, 2004, an increase
of $11.0  million  or  17.0%.  Comparable  retail  store,  franchised  store and
document  transmitter  sales for the entire  period  increased  $8.4  million or
13.1%.  New store  openings  accounted  for an increase of $1.4  million and new
store acquisitions accounted for an increase of $2.0 million. The increases were
partially offset by a decrease of $0.7 million in revenues from closed stores.


                                       29
<PAGE>
A stronger British pound and Canadian dollar positively impacted revenue by $2.0
million for the quarter.  In addition to the currency  benefit,  revenues in the
United Kingdom for the quarter  increased by $2.1 million  primarily  related to
revenues  from check  cashing and  consumer  loan  products.  Revenues  from our
Canadian  subsidiary  for the quarter  increased $4.3 million in addition to the
currency  benefit.  The growth in our Canadian  subsidiary  is primarily  due to
pricing  adjustments made to the short-term consumer loan product in late fiscal
2004 as well as higher loan  amounts  offered as a result of a lending  criteria
change made in fiscal 2005. Revenues from franchise fees and royalties accounted
for $2.8 million, or 3.7% of total revenues for the three months ended March 31,
2005  compared to $1.9 million,  or 2.9% of total  revenues for the three months
ended March 31, 2004.

The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31,
2004

Total  revenues  were $215.0  million  for the nine months  ended March 31, 2005
compared to $183.1 million for the nine months ended March 31, 2004, an increase
of $31.9  million or 17.4%.  Comparable  store,  franchised  store and  document
transmitter  sales for the entire period  increased $27.8 million or 15.4%.  New
store  openings  accounted  for an  increase  of  $3.5  million  and  new  store
acquisitions  accounted  for an increase of $2.4  million  while  closed  stores
accounted for a decrease of $1.9 million.

Favorable  foreign currency rates attributed to $7.3 million of the increase for
the nine  months.  In addition to the currency  benefit,  revenues in the United
Kingdom for the nine  months  ended March 31,  2005  increased  by $6.3  million
primarily  related to revenues from check  cashing and consumer  loan  products.
Revenues from our Canadian  subsidiary  for the nine months ended March 31, 2005
increased $13.4 million in addition to the currency  benefit.  The growth in our
Canadian  subsidiary  is  primarily  due  to  pricing  adjustments  made  to the
short-term  consumer  loan  product in late  fiscal  2004 as well as higher loan
amounts  offered as a result of a lending  criteria  change made in fiscal 2005.
Revenues from franchise fees and royalties  accounted for $7.3 million,  or 3.4%
of total  revenues  for the nine months  ended  March 31, 2005  compared to $5.5
million, or 3.0% of total revenues for the nine months ended March 31, 2004.

Store and Regional Expense Analysis

<TABLE>
                                             Three Months Ended March 31,                       Nine Months Ended March 31,
  ----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>        <C>        <C>           <C>            <C>        <C>
                                                                  (Percentage of                                     (Percentage of
                                        ($ in thousands)          total revenue)           ($ in thousands)          total revenue)
                                    ------------------------    ------------------    ------------------------    -----------------
                                       2004         2005         2004       2005         2004          2005         2004      2005
                                    -----------   ----------    -------    -------    -----------   ----------    -------    -------

  Salaries and benefits.............$    19,397   $   22,365      29.7%      29.3%    $    56,881   $  63,419      31.1%      29.5%
  Occupancy.........................      5,019        5,820       7.7        7.6          14,768      16,814       8.1        7.8
  Depreciation......................      1,533        1,773       2.3        2.3           4,471       5,326       2.4        2.5
  Returned  checks,  net and  cash
    shortages.......................      2,051        2,699       3.1        3.5           6,936       7,916       3.8        3.7
  Telephone and communications......      1,336        1,600       2.0        2.1           4,329       4,468       2.4        2.1
  Advertising.......................      1,736        1,983       2.7        2.6           5,278       7,078       2.9        3.3
  Bank charges......................        888        1,022       1.4        1.3           2,778       2,934       1.5        1.4
  Armored carrier expenses..........        786          935       1.2        1.2           2,266       2,649       1.2        1.2
  Other.............................      5,502        6,990       8.4        9.1          18,345      20,783      10.0        9.7
                                    -----------   ----------    -------    -------    -----------   ----------    -------    -------
  Total store and regional expenses.$    38,248   $   45,187      58.5%      59.0%    $   116,052   $ 131,387      63.4%      61.2%
                                    ===========   ==========    =======    =======    ===========   ==========    =======    =======
</TABLE>


The Three Months  Ended March 31, 2005  compared to the Three Months Ended March
31, 2004

Store and regional  expenses was $45.2  million for the three months ended March
31, 2005 compared to $38.2 million for the three months ended March 31, 2004, an
increase of $7.0 million or 18.3%.  The impact of foreign  currencies  accounted
for $1.0 million of the increase.  New store openings  accounted for an increase
of $1.1  million and new store  acquisitions  accounted  for an increase of $1.1
million while closed stores accounted for a decrease of $0.8 million. Comparable
retail store and franchised  store expenses for the entire period increased $5.5
million.  For the three  months  ended March 31,  2005 total store and  regional
expenses increased slightly to 59.0% of total revenue compared to 58.5% of total
revenue for the three  months  ended March 31,  2004.  After  adjusting  for the
impact of the changes in exchange rates,  store and regional expenses  increased
$2.3 million in Canada,  $1.8 million in the United  Kingdom and $1.8 million in
the U.S.  The  increase in Canada was  primarily  due to  increases in salaries,
returned  checks and cash  shortages  and  occupancy  expenses  all of which are
commensurate  with the  overall  growth  in  Canadian  revenues.  In the  United
Kingdom,  the increase was also  primarily  related to increases in salaries and
occupancy  costs  commensurate  with the  growth in that  country.  In the U.S.,
higher  salaries  and returned  checks and cash  shortages  associated  with the
revenue growth  accounted for the operating  expense increase in this segment of
the business.

                                       30
<PAGE>
The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31,
2004

Store and regional  expenses was $131.4  million for the nine months ended March
31, 2005 compared to $116.1 million for the nine months ended March 31, 2004, an
increase of $15.3 million or 13.2%. The impact of foreign  currencies  accounted
for $3.9 million of the increase.  New store openings  accounted for an increase
of $2.9 million and acquired  stores  accounted  for an increase of $1.4 million
while closed stores accounted for a decrease of $1.0 million.  Comparable retail
store and  franchised  store  expenses  for the entire  period  increased  $12.1
million.  For the nine months  ended  March 31,  2005 total  store and  regional
expenses  decreased to 61.2% of total revenue compared to 63.4% of total revenue
for the nine months ended March 31, 2004.  After adjusting for the impact of the
changes in exchange rates, store and regional expenses increased $4.6 million in
Canada,  $3.9  million in the United  Kingdom and $2.9  million in the U.S.  The
increase in Canada was  primarily  due to increases of $1.6 million in salaries,
$0.8 million in occupancy  expenses,  $0.6 million in  advertising  costs,  $0.5
million in depreciation  and $1.0 million in various other  operating  expenses,
all of which are commensurate with the overall growth in Canadian  revenues.  In
the United  Kingdom,  the  increase is  primarily  related to  increases of $1.7
million  in  salaries,   $0.7  million  in  occupancy  costs,  $0.7  million  in
advertising and $0.8 million in other various  operating  expenses  commensurate
with the growth in that country.  In the U.S.,  higher  salaries and advertising
expenses  associated with the revenue growth accounted for the operating expense
increase in this segment of the business.

Corporate and Other Expense Analysis

<TABLE>
                                           Three Months Ended March 31,                      Nine Months Ended March 31,
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>           <C>         <C>       <C>          <C>            <C>        <C>
                                                                 (Percentage of                                  (Percentage of
                                       ($ in thousands)          total revenue)         ($ in thousands)         total revenue)
                                     ----------------------    -------------------    ----------------------    ------------------
                                      2004          2005        2004       2005         2004         2005        2004       2005
                                     --------     ---------    -------    --------    ---------    ---------    -------    -------

Corporate expenses.................. $ 8,360      $ 10,838      12.8%       14.2%     $ 22,727     $ 31,486       12.4%      14.6%
Management fee......................     249           108       0.4         0.1           786          636        0.4        0.3
Other depreciation and amortization.     800           806       1.2         1.1         2,672        2,908        1.5        1.4
Interest expense....................  10,151         7,766      15.5        10.2        29,585       27,237       16.2       12.7
Termination of management services
  agreement.........................       -         2,500       0.0         3.3             -        2,500        0.0        1.2
Loss on extinguishment of debt......       -         8,097       0.0        10.6         8,855        8,097        4.8        3.8
Other...............................     157           189       0.2         0.3           278          133        0.2        0.1
Income tax provision................   5,789         5,437       8.9         7.1        28,125       14,045       15.4        6.5
</TABLE>


The Three Months  Ended March 31, 2005  compared to the Three Months Ended March
31, 2004

Corporate Expenses

Corporate  expenses were $10.8 million for the three months ended March 31, 2005
compared to $8.4  million for the three  months  ended March 31,  2004.  For the
three  months  ended March 31, 2005,  corporate  expenses  increased to 14.2% of
total  revenues  compared to 12.8% of total  revenues for the three months ended
March 31, 2004. The increase is primarily  attributable  to  compensation  costs
related to significant growth of the Company's foreign operations as well as the
addition of corporate personnel to support the continuing rapid expansion of our
store network and new product additions.  Additionally, in the fiscal 2005 third
quarter,  the Company  incurred  significant  costs  associated  with becoming a
public  company,  as  well  as  increased  insurance,   legal  costs  and  other
professional  fees. In addition,  foreign  currency  costs  associated  with the
revaluation  of  U.S.  dollar  denominated  debt  held  by  the  Company's  U.K.
subsidiary  resulted  in a net  benefit  to the  fiscal  2004  third  quarter of
$250,000.  Finally, the Company expensed $190,000 in the current quarter related
to the termination of a deferred compensation plan.

Management Fees

Management  fees were $0.1  million for the three  months  ended March 31, 2005,
compared to $0.2  million for the three  months ended March 31, 2004, a decrease
of $141,000.  In  conjunction  with our initial  public  offering on January 28,
2005, we paid a $2.5 million to fee to terminate a management services agreement
among the Company,  OPCO and Leonard Green & Partners,  L.P.  Subsequent to that
date,  the Company is no longer  obligated to accrue or pay  management  fees to
Leonard Green & Partners, L.P.

                                       31
<PAGE>
Loss on Extinguishment of Debt

On January 7,  2005,  OPCO  distributed  $3.6  million to the  Company to redeem
approximately $1.7 million aggregate  principal amount of its 16.0% senior notes
due 2012 and approximately $1.7 million aggregate principal amount of its 13.95%
senior subordinated notes due 2012.

On January 28, 2005,  the Company  announced  the pricing of the initial  public
offering  of  7,500,000  shares of its common  stock at $16.00  per  share.  The
Company  agreed  to sell  7,378,125  shares  of its  common  stock and a selling
stockholder agreed to sell 121,875 shares of common stock. The net proceeds from
this offering were used to redeem all of the Company's  outstanding 16.0% senior
notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and
expenses with respect to these transactions and for general corporate purposes.

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

<TABLE>
<S>                                                                        <C>             <C>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                               2004            2005
                                                                           ---------------------------
Call Premium:
    Dollar Financial Corp. 16.0% Senior Notes                              $        -      $      4.9
Write-off of original issue discount, net:
    Dollar Financial Corp. 16.0% Senior Notes                                       -             1.5
    Dollar Financial Corp. 13.95% Senior Subordinated Notes                         -             1.5
Write-off previously capitalized deferred issuance costs, net                       -             0.2
                                                                           -----------     -----------
                                                                           $        -      $      8.1
                                                                           ===========     ===========
</TABLE>

Interest Expense

Interest  expense  was $7.8  million for the three  months  ended March 31, 2005
compared to $10.2  million for the three months ended March 31, 2004, a decrease
of $2.4 million or 23.5%.  On February 2, 2005, the Company used the majority of
the proceeds from its initial public  offering to redeem all of its 16.0% senior
notes due 2012 and  13.95%  senior  subordinated  notes  due 2012.  As a result,
interest  expense  related to these notes  declined $2.5 million for the quarter
ended March 31, 2005 compared to the same period in the prior year. In addition,
interest expense declined $0.3 million related to collateralized borrowings that
were in place in fiscal 2004.  Partially offsetting this decline was an increase
of $0.5  million  related to the  additional  offering of $20 million  principal
amount of 9.75% senior notes due 2011 on May 6, 2004.

Income Tax Provision

The provision for income taxes was $5.4 million for the three months ended March
31, 2005  compared to a provision  of $5.8  million for the three  months  ended
March 31, 2004.  Our effective tax rate differs from the federal  statutory rate
of 35% due to foreign  taxes and a  valuation  allowance  on U.S.  deferred  tax
assets.  Our  effective  income tax rate was 567.5% for the three  months  ended
March 31,  2005 and  78.3%  for the three  months  ended  March  31,  2004.  The
principal  reason for the  significant  difference  in the  effective  tax rates
between periods is the $8.1 million U.S. loss on the  extinguishment of debt and
the $2.5  million  cost to  terminate  a  management  services  agreement,  both
recorded  in the three  months  ended March 31,  2005.  Any tax benefit for U.S.
losses are reduced by a valuation allowance because realization of this deferred
tax asset is not assured.  Due to the  restructuring  of our debt in fiscal 2004
and the  aforementioned  U.S.  costs in fiscal  2005,  significant  deferred tax
assets  were  generated  and  recorded  in  accordance  with SFAS  109.  Because
realization  is not assured,  all U.S.  deferred tax assets  recorded  have been
reduced by a valuation  allowance of $33.4  million at March 31, 2005,  of which
$2.2  million  was  provided  for in the three  months  ended  March  31,  2005.
Following  our  refinancing  in November  2003,  we no longer accrue U.S. tax on
foreign earnings.


                                       32
<PAGE>
The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31,
2004

Corporate Expenses

Corporate  expenses  were $31.5 million for the nine months ended March 31, 2005
compared to $22.7  million for the nine months ended March 31, 2004, an increase
of $8.8 million or 38.8%. The increase is primarily attributable to compensation
costs related to significant  growth of the Company's foreign operations as well
as the addition of corporate personnel to support the continuing rapid expansion
of our store network and new product additions. Additionally, in the fiscal 2005
third quarter, the Company incurred significant costs associated with becoming a
public  company,  as  well  as  increased  insurance,   legal  costs  and  other
professional  fees. In addition,  foreign  currency  costs  associated  with the
revaluation of U.S. dollar denominated debt held by our U.K. subsidiary resulted
in a net  benefit for the nine  months  ended  March 31,  2004 of $0.9  million.
Finally,  we expensed  $0.8 million  during the nine months ended March 31, 2005
related to the termination of a deferred compensation plan.

Management Fees

Management  fees were $0.7  million  for the nine months  ended March 31,  2005,
compared to $0.8  million for the nine months ended March 31, 2004, a decline of
$0.2 million.  In conjunction  with our initial  public  offering on January 28,
2005, we authorized $2.5 million to pay a fee to terminate a management services
agreement among the Company, OPCO and Leonard Green & Partners,  L.P. Subsequent
to that date,  the Company is no longer  obligated  to accrue or pay  management
fees to Leonard Green & Partners, L.P.

Loss on Extinguishment of Debt

On November 13,  2003,  OPCO issued  $220.0  million  principal  amount of 9.75%
senior notes due 2011.  The proceeds  from this offering were used to redeem all
of its outstanding senior notes and its outstanding senior  subordinated  notes,
to refinance our credit facility,  to distribute a portion of the proceeds to us
to  redeem  an equal  amount of our  senior  discount  notes and to pay fees and
expenses  with  respect  to  these  transactions  and a  related  note  exchange
transaction involving our senior discount notes.

On January 7,  2005,  OPCO  distributed  $3.6  million to the  Company to redeem
approximately $1.7 million aggregate  principal amount of its 16.0% senior notes
due 2012 and approximately $1.7 million aggregate principal amount of its 13.95%
senior subordinated notes due 2012.

On January 28, 2005,  the Company  announced  the pricing of the initial  public
offering  of  7,500,000  shares of its common  stock at $16.00  per  share.  The
Company  agreed  to  sell  7,378,125  shares  of  common  stock  and  a  selling
stockholder agreed to sell 121,875 shares of common stock. The net proceeds from
this offering was used to redeem all of the Company's  outstanding  16.0% senior
notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and
expenses with respect to these transactions and for general corporate purposes.

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

<TABLE>
<S>                                                                           <C>          <C>
                                                                                 Nine Months Ended
                                                                                     March 31,
                                                                                  2004         2005
                                                                              ------------------------
Call Premium:
   Dollar Financial Group, Inc. 10.875% Senior Notes                          $     2.0    $       -
   Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes                   0.7            -
   Dollar Financial Corp. 16.0% Senior Notes                                          -          4.9
Write-off of original issue discount, net:
   Dollar Financial Corp. 16.0% Senior Notes                                          -          1.5
   Dollar Financial Corp. 13.95% Senior Subordinated Notes                            -          1.5
Write-off previously capitalized deferred issuance costs, net                       6.1          0.2
                                                                              ------------------------
                                                                              $     8.8    $     8.1
                                                                              ========================
</TABLE>


                                       33
<PAGE>
Interest Expense

Interest  expense was $27.2  million  for the nine  months  ended March 31, 2005
compared to $29.6  million for the nine months  ended March 31, 2004, a decrease
of $2.4 million or 8.1%.  The increased  interest on the  incremental  long-term
debt  outstanding  after the refinancing  accounted for a $4.7 million  increase
offset, in part, by a decline of approximately $0.5 million due to the reduction
in the long-term fixed borrowing rate subsequent to the refinancing.  Offsetting
the aforementioned net increase were declines of $0.7 million in interest on our
revolving credit facility, $0.9 million interest on our collateralized borrowing
that was in place in fiscal 2004 and $3.7 million due to the May 2004 redemption
of approximately $9.1 million aggregate principal amount of our 16% senior notes
due 2012 and approximately $9.1 million aggregate principal amount of our 13.95%
senior  subordinated notes due 2012 and the ultimate redemption in full of these
notes on  February  2, 2005.  In addition  to these  declines,  $0.1  million of
interest  was paid in the nine months ended March 31, 2004 on OPCO's old 10.875%
senior notes for the 30 day period subsequent to OPCO's issuance on November 13,
2003 of $220.0 million  principal amount of new 9.75% senior notes. OPCO elected
to affect  covenant  defeasance on the old notes by depositing  with the trustee
funds  sufficient  to satisfy the old notes  together  with the call premium and
accrued interest applicable to the December 13, 2003 redemption date.

Income Taxes

The provision for income taxes was $14.0 million for the nine months ended March
31,  2005  compared to a provision  of $28.1  million for the nine months  ended
March 31, 2004.  Our effective tax rate differs from the federal  statutory rate
of 35% due to foreign  taxes and a  valuation  allowance  on U.S.  deferred  tax
assets. Our effective income tax rate was 132.4% for the nine months ended March
31, 2005 and 1,035.7% for the nine months  ended March 31, 2004.  The  principal
reason for the significant difference in the effective tax rates between periods
is the $8.1 million U.S. loss on the extinguishment of debt and the $2.5 million
cost to terminate a management  services  agreement,  both recorded in the three
months  ended March 31, 2005.  Any tax benefit for U.S.  losses are reduced by a
valuation  allowance  because  realization  of this  deferred  tax  asset is not
assured.  Due  to  the  restructuring  of  our  debt  in  fiscal  2004  and  the
aforementioned U.S. costs in fiscal 2005,  significant  deferred tax assets were
generated and recorded in accordance with SFAS 109.  Because  realization is not
assured,  all U.S. deferred tax assets recorded have been reduced by a valuation
allowance of $33.4 million at March 31, 2005, of which $8.9 million was provided
for in the nine months  ended  March 31,  2005.  Following  our  refinancing  in
November,  2003, we no longer accrue U.S. tax on foreign earnings. The amount of
such tax was $1.9 million for the nine months ended March 31, 2004.

Changes in Financial Condition

Cash and cash equivalent  balances and the revolving credit facilities  balances
fluctuate  significantly  as  a  result  of  seasonal,  monthly  and  day-to-day
requirements for funding check cashing and other operating  activities.  For the
nine months  ended March 31, 2005,  cash and cash  equivalents  increased  $11.5
million.  Net cash  provided by  operating  activities  was $18.1  million.  The
increase in net cash provided by operations was primarily the result of improved
operating results.

Liquidity and Capital Resources

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


                                       34
<PAGE>
On January 28, 2005, we announced the pricing of the initial public  offering of
7,500,000  shares of our common  stock at $16.00 per  share.  We sold  7,378,125
shares of common stock and a selling  stockholder  sold 121,875 shares of common
stock.  We did not receive any  proceeds  from the sale of shares by the selling
stockholders. On February 2, 2005, we received $109.8 million in net proceeds in
connection with the offering. The following table summarizes the use of funds:

<TABLE>
Redeem in full the outstanding principal amount of 16.0% Senior Notes due 2012
  at a redemption price of 110.0% of the current accretion amount:
<S>                                                                                                             <C>
     Principal........................................................................................          $       45.3
     Accrued interest.................................................................................                   1.6
     Redemption premium...............................................................................                   4.7
                                                                                                                ---------------
Total cost of redemption of 16.0% Senior Notes due 2012...............................................                  51.6
Redeem in full the outstanding principal amount of 13.95% Senior Subordinated Notes due 2012 at a
  redemption price of 100.0% of the current accretion amount:
     Principal........................................................................................                  44.5
     Accrued interest.................................................................................                   1.3
     Redemption premium...............................................................................                     -
                                                                                                                ---------------
Total cost of redemption of 13.95% Senior Subordinated Notes due 2012.................................                  45.8
Terminate a management services agreement among Dollar Financial Corp., Dollar Financial Group, Inc.
     and Leonard Green & Partners, L.P. prior to the contractual date of termination..................                   2.5
Pay estimated fees and expenses with respect to the offering and the related transactions.............                   2.7
Use the remaining proceeds for working capital and general corporate purposes.........................                   7.2
                                                                                                                ---------------
Total use of net proceeds.............................................................................          $      109.8
                                                                                                                ===============
</TABLE>

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

Net cash provided by operating  activities was $18.1 million for the nine months
ended March 31, 2005  compared  to cash  provided of $17.2  million for the nine
months ended March 31, 2004. The increase in net cash provided by operations was
primarily the result of improved operating results.

Net cash used in investing  activities  for the nine months ended March 31, 2005
was $34.7 million  compared to a usage of $5.0 million for the nine months ended
March  31,  2004.  For the nine  months  ended  March 31,  2005 we made  capital
expenditures of $9.3 million.  The actual amount of capital expenditures for the
year will  depend in part upon the number of new stores  acquired  or opened and
the  number  of  stores   remodeled.   Our   capital   expenditures,   excluding
acquisitions, are currently anticipated to aggregate approximately $13.0 million
during our fiscal year ending June 30, 2005,  for  remodeling  and relocation of
certain existing stores and for opening additional new stores.

Net cash  provided by financing  activities  for the nine months ended March 31,
2005 was $24.1  million  compared to a usage of $6.9 million for the nine months
ended March 31, 2004.  The cash provided in the nine months ended March 31, 2005
was a result of the  proceeds  from our initial  public  stock  offering  and an
increase  in the  borrowings  under  our  bank  facilities  offset  by the  full
redemption of our 16.0% senior notes due 2012 and our 13.95% senior subordinated
notes due 2012.  The use of cash in the nine  months  ended March 31, 2004 was a
result of a decrease in the borrowings under our bank facilities offset somewhat
by net cash from the refinancing activities discussed above.

Revolving Credit Facilities. We have two revolving credit facilities: a domestic
revolving credit facility and a Canadian overdraft facility.

     Domestic  Revolving Credit  Facility.  On November 13, 2003, OPCO repaid in
     full all  borrowings  outstanding  under  its  previously  existing  credit
     facility  using a  portion  of the  proceeds  from the  issuance  of $220.0
     million  principal  amount  of  OPCO's  9.75%  senior  notes  due  2011 and
     simultaneously  entered into a new $55.0 million  senior  secured  reducing
     revolving credit facility.  Under the terms of the agreement governing this
     facility,  the  commitment  under this  facility was reduced by $750,000 on
     January  2,  2004 and will be  reduced  on the first  business  day of each
     calendar quarter thereafter,  and is subject to additional reductions based
     on  excess  cash  flow  up  to a  maximum  reduction,  including  quarterly
     reductions,  of $15.0  million.  The  commitment  may be subject to further
     reductions  in the event we engage in certain  issuances of  securities  or

                                       35
<PAGE>
     asset  disposals.  Under this facility,  up to $20.0 million may be used in
     connection  with letters of credit.  OPCO's  borrowing  capacity under this
     facility is limited to the total  commitment  of $55.0 million less letters
     of  credit  totaling  $13.3  million  issued  by Wells  Fargo  Bank,  which
     guarantee the  performance of certain of its  contractual  obligations.  At
     March 31, 2005,  the  borrowing  capacity  was $38.0  million and there was
     $11.0 million outstanding under the facility.

     Canadian  Overdraft  Facility.  Our  Canadian  operating  subsidiary  has a
     Canadian  overdraft  facility to fund peak  working  capital  needs for our
     Canadian  operations.  The  Canadian  overdraft  facility  provides  for  a
     commitment  of up to  approximately  $10.0  million,  of which there was no
     outstanding  balance  on March  31,  2005.  Amounts  outstanding  under the
     Canadian  overdraft  facility bear interest at a rate of Canadian prime and
     are secured by a $10.0 million  letter of credit issued by Wells Fargo Bank
     under our domestic revolving credit facility.

Long-Term Debt. As of March 31, 2005, long term debt consisted of $241.1 million
principal  amount of OPCO's 9.75% senior notes due November 15, 2011 and $16,000
of other long term debt.

On January 7, 2005, OPCO distributed $3.6 million to us to redeem  approximately
$1.7 million  aggregate  principal amount of our 16.0% senior notes due 2012 and
approximately  $1.7  million  aggregate  principal  amount of our 13.95%  senior
subordinated notes due 2012.

On January 28, 2005, we announced the pricing of the initial public  offering of
7,500,000  shares of our common  stock at $16.00  per  share.  We agreed to sell
7,378,125  shares of our common stock and a selling  stockholder  agreed to sell
121,875  shares of our common  stock.  The net proceeds  from this offering were
used to redeem all of our  outstanding  16.0%  senior  notes due 2012 and 13.95%
senior  subordinated notes due 2012 and to pay fees and expenses with respect to
these transactions and for general corporate purposes.

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

We  entered  into  the  commitments   described  above  and  other   contractual
obligations  in the  ordinary  course of business as a source of funds for asset
growth and  asset/liability  management and to meet required  capital needs. Our
principal  future  obligations and  commitments as of March 31, 2005,  excluding
periodic interest payments, include the following:

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

Revolving credit facilities................  $      11,000     $    11,000     $         -      $         -     $           -
Long-term debt:
      9.75% Senior Notes due 2011(1).......        241,056               -               -                -           241,056
Operating leases...........................         71,728          17,890          27,399           15,699            10,740
Other......................................             16              16               -                -                 -
                                             --------------    ------------    ------------     ------------    --------------
Total contractual cash obligations.........  $     323,800     $    28,906     $    27,399      $    15,699     $     251,796
                                             ==============    ============    ============     ============    ==============

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) $1,056 is the unamortized premium on the 9.75% Senior Notes due 2011.

We are a leveraged  company,  and borrowings  under the credit  facilities  will
increase our debt service requirements. We believe that, based on current levels
of operations and anticipated improvements in operating results, cash flows from
operations and borrowings available under our credit facilities will allow us to
provide   sufficient   liquidity  to  fund  expenditure   requirements  for  the
foreseeable  future,   including  payment  of  interest  and  principal  on  our
indebtedness.  This  belief is based  upon our  historical  growth  rate and the
anticipated benefits we expect from operating efficiencies. We expect additional
revenue growth to be generated by growth in the consumer lending  business,  the
maturity of recently  opened stores,  the continued  expansion of new stores and
sale of franchises as a result of our recent  acquisition  of We The People USA,
Inc.  We also  expect  operating  expenses  to  increase,  although  the rate of
increase is expected to be less than the rate of revenue growth. Furthermore, we
do not believe that additional  acquisitions or expansion are necessary to cover
our fixed expenses,  including debt service.  However, we cannot assure you that
we will generate  sufficient cash flow from operations or that future borrowings
will be available  under our credit  facilities in an amount  sufficient to meet


                                       36
<PAGE>
our debt service  requirements or to make anticipated capital  expenditures.  We
may  need to  refinance  all or a  portion  of our  indebtedness  on or prior to
maturity, under certain circumstances,  and we cannot assure you that we will be
able to effect such refinancing on commercially reasonable terms or at all.

Balance Sheet Variations

March 31, 2005 compared to June 30, 2004

Cash and cash  equivalents  increased  to $80.8  million at March 31,  2005 from
$69.3  million at June 30, 2004.  Cash and cash  equivalent  balances  fluctuate
significantly as a result of seasonal,  monthly and day-to-day  requirements for
funding check cashing and other operating activities.

Loans receivable increased to $38.5 million at March 31, 2005 from $32.9 million
at June 30, 2004 due primarily to increases in installment loans of $3.7 million
and pawn of $1.8 million.

Income  taxes  receivable  decreased to $4.9 million at March 31, 2005 from $6.1
million at June 30, 2004 related primarily to the timing of receipts.

Goodwill and other  intangibles  increased  $36.1 million from $149.1 million at
June 30,  2004 to $185.2  million  at March  31,  2005 due to  foreign  currency
translation adjustments of $6.1 million and acquisitions of $30.1 million.

Foreign  income taxes  payable  decreased  from $6.0 million at June 30, 2004 to
$5.5 million at March 31, 2005 due primarily to the timing of payments.

Accrued expenses increased to $21.8 million at March 31, 2005 from $17.9 million
at June 30,  2004 due  primarily  to the  timing of accrued  payroll,  increased
accrued professional fees and other operating expense accruals.

Revolving  credit  facilities and long-term  debt  decreased  $72.9 million from
$325.0  million  at June 30,  2004 to  $252.1  million  at March 31,  2005.  The
decrease is due to the net  proceeds  from the January 28, 2005  initial  public
offering used to redeem all of the Company's  outstanding 16.0% senior notes due
2012 and 13.95% senior subordinated notes due 2012. This was partially offset by
an $11.0 million increase in the outstanding balance under our credit facility.

Total  shareholders'  equity  increased  $113.3  million to $62.4 million from a
deficit of $50.9 million due primarily to the Company  receiving  $109.8 million
in net proceeds in connection with the January 28, 2005 initial public offering.
Accumulated  other  comprehensive  income  increased  $12.4  million  from $13.8
million to $26.2  million  primarily  related to  foreign  currency  translation
adjustments.

Seasonality and Quarterly Fluctuations

Our business is seasonal due to the impact of  tax-related  services,  including
cashing  tax  refund  checks,  making  electronic  tax  filings  and  processing
applications  for refund  anticipation  loans.  Historically,  we have generally
experienced  our highest  revenues and earnings  during our third fiscal quarter
ending March 31, when revenues from these tax-related  services peak. Due to the
seasonality  of our business,  results of operations  for any fiscal quarter are
not  necessarily  indicative  of the results  that may be achieved  for the full
fiscal year. In addition,  quarterly results of operations depend  significantly
upon the timing and amount of revenues and expenses associated with acquisitions
and the addition of new stores.

Sarbanes-Oxley Act of 2002: Section 404 Compliance

We are evaluating our internal  controls systems in order to allow management to
report on, and our registered  independent  public accounting firm to attest to,
our internal controls,  as required by Section 404 of the Sarbanes-Oxley Act. We
are  performing  the system and process  evaluation  and testing  required in an
effort to comply  with the  management  certification  and  auditor  attestation
requirements of Section 404. As a result, we are incurring  additional  expense.
While we anticipate being able to fully comply with the requirements relating to
internal  controls and all other aspects of Section 404 in a timely fashion,  we
cannot be certain as to the timing of completion of our evaluation,  testing and
any  needed  remediation  actions  or the  impact of the same on our  operations
because there is no precedent available by which to measure compliance adequacy.
If we are not able to  implement  the  requirements  of Section  404 in a timely
manner  or with  adequate  compliance,  we  might be  subject  to  sanctions  or
investigation  by regulatory  authorities,  such as the  Securities and Exchange
Commission  or NASDAQ.  Any such action  could  adversely  affect our  financial
results and the market price of our common shares.

                                       37
<PAGE>
Recent Accounting Pronouncements

In December 2004, the FASB issued Statement 123 (revised) "Share-Based Payment,"
which will be effective in the first quarter of fiscal year 2006. This statement
will eliminate the ability to account for share-based compensation  transactions
using APB Opinion No. 25  (Accounting  for Stock Issued to  Employees)  and will
instead require that compensation  expense be recognized based on the fair value
on the date of the  grant.  The  statement  may have a  material  impact  on our
statement of operations.

Recent Tax Developments

We are currently assessing the implications of the recently passed American Jobs
Creation Act of 2004  recently  signed into law as we have  significant  foreign
earnings.

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

This report includes forward-looking  statements regarding,  among other things,
anticipated  improvements  in  operations,  our plans,  earnings,  cash flow and
expense estimates,  strategies and prospects,  both business and financial.  All
statements other than statements of current or historical fact contained in this
prospectus  are  forward-looking  statements.  The  words  "believe,"  "expect,"
"anticipate,"   "should,"   "plan,"   "will,"   "may,"   "intend,"   "estimate,"
"potential,"  "continue"  and  similar  expressions,  as they  relate to us, are
intended to identify forward-looking statements.

We  have  based  these   forward-looking   statements  largely  on  our  current
expectations and projections about future events,  financial trends and industry
regulations  that we  believe  may affect our  financial  condition,  results of
operations,  business  strategy  and  financial  needs.  They can be affected by
inaccurate assumptions,  including , without limitation,  with respect to risks,
uncertainties,  anticipated operating  efficiencies,  new business prospects and
the rate of  expense  increases.  In light of  these  risks,  uncertainties  and
assumptions,  the  forward-looking  statements  in this report may not occur and
actual results could differ  materially from those anticipated or implied in the
forward-looking  statements. When you consider these forward-looking statements,
you should keep in mind these risk factors and other  cautionary  statements  in
this  report as well as those risk  factors  set forth in the  section  entitled
"Risk  Factors"  set forth in our  registration  statement on Form S-1 which was
effective on January 27, 2005.

Our  forward-looking  statements speak only as of the date made. We undertake no
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Generally

In the  operations of our  subsidiaries  and the  reporting of our  consolidated
financial  results,  we are  affected by changes in interest  rates and currency
exchange  rates.  The  principal  risks of loss arising from adverse  changes in
market rates and prices to which we and our subsidiaries are exposed relate to:

     o    interest rates on debt; and

     o    foreign exchange rates generating translation gains and losses.

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

Payday Lending

On March 2, 2005, the Federal Deposit  Insurance  Corporation  ("FDIC") issued a
release revising payday lending guidance to  FDIC-supervised  institutions  that
offer payday loans. We are an  international  financial  services company with a
diversified  product portfolio in 1,342 stores in operation as of March 31, 2005
including 170 We The People  franchised  locations in the United States offering
retail-based  legal  document  preparation  services  and  700  company-operated
stores, in 35 states,  the District of Columbia,  Canada and the United Kingdom.
The  operations in the United Kingdom and Canada are not impacted by this recent
Guidance. Dollar has relationships with two FDIC-supervised banks, First Bank of
Delaware  and County Bank of  Rehoboth  Beach,  Delaware,  pursuant to which the
Company  markets and services payday loans in the U.S. For the nine months ended
March 31, 2005,  Dollar  realized  $40.1 million of net  servicing  revenue from


                                       38
<PAGE>
these two  relationships,  which  represents  18.7% of Dollar's total revenue of
$215.0 million for the nine months ended March 31, 2005.

Our long-term strategy has been and continues to be built around having a strong
product  mix  in a  diversified  set of  international  markets.  This  strategy
provides us with a diverse base of revenue growth opportunities.  We expect that
the impact,  if any, of the Guidance on our store  operations will be manageable
and we are confident in the  sustainability of our business model. Any potential
impact cannot be determined until the  uncertainties  surrounding the timing and
effect of the Guidance are  ultimately  resolved by the FDIC. The Guidance is in
large measure similar to the FDIC's original examination guidance issued in July
2003, with the added provision that limits the period a customer may have payday
loans  outstanding  from any lender to three months  during the previous  twelve
month period.  The Guidance also reiterates that Federal law authorizes  Federal
and state-chartered insured depository institutions to export their home state's
interest rates to other states in which they do business and  acknowledges  that
these institutions may do so through arrangements with third parties.

Interest Rates

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

Foreign Exchange Rates

Operations  in the  United  Kingdom  and  Canada  have  exposed  us to shifts in
currency valuations.  From time to time, we may elect to purchase put options in
order to protect  earnings  in the United  Kingdom  and Canada  against  foreign
currency  fluctuations.  Out of the money put options may be  purchased  because
they cost less than  completely  averting  risk,  and the  maximum  downside  is
limited to the difference between the strike price and exchange rate at the date
of  purchase  and the price of the  contracts.  At March 31,  2005,  we held put
options with an aggregate notional value of $(CAN) 40.8 million and (pound)(GBP)
8.7 million to protect the  currency  exposure in Canada and the United  Kingdom
through  December 31, 2005.  We use  purchased  options  designated as cash flow
hedges to protect against the foreign  currency  exchange rate risks inherent in
our forecasted  earnings  denominated in currencies  other than the U.S. dollar.
Our cash flow hedges have a duration of less than twelve months.  For derivative
instruments  that are designated and qualify as cash flow hedges,  the effective
portions of the gain or loss on the derivative instrument are initially recorded
in  accumulated  other   comprehensive   income  as  a  separate   component  of
shareholders'  equity and subsequently  reclassified into earnings in the period
during which the hedged  transaction is recognized in earnings.  The ineffective
portion of the gain or loss is reported in corporate  expenses on the  statement
of operations. For options designated as hedges, hedge effectiveness is measured
by comparing the  cumulative  change in the hedge  contract with the  cumulative
change in the hedged item, both of which are based on forward rates. As of March
31, 2005 no amounts were  excluded from the  assessment of hedge  effectiveness.
There was no ineffectiveness in the Company's cash flow hedges for the three and
nine months  ended March 31,  2005.  As of March 31,  2005,  amounts  related to
derivatives   qualifying  as  cash  flow  hedges  amounted  to  a  reduction  of
shareholders'  equity of $159,000 all of which is expected to be  transferred to
earnings in the next nine months along with the earnings  effects of the related
forecasted  transactions.  The fair market  value at March 31, 2005 was $277,000
and is included in other assets on the balance sheet.

Canadian operations  accounted for approximately  267.3% of consolidated pre-tax
earnings for the nine months ended March 31,  2005,  and 882.5% of  consolidated
pre-tax  earnings  for the nine months  ended March 31,  2004.  U.K.  operations
accounted for approximately 110.0% of consolidated pre-tax earnings for the nine
months ended March 31, 2005 and  approximately  384.2% of  consolidated  pre-tax
earnings for the nine months ended March 31, 2004.  As currency  exchange  rates
change, translation of the financial results of the Canadian and U.K. operations
into U.S.  dollars will be impacted.  Changes in exchange rates have resulted in
cumulative  translation  adjustments increasing our net assets by $26.4 million.
These gains and losses are included in corporate expenses.

We estimate that a 10.0% change in foreign  exchange  rates by itself would have
impacted  reported pre-tax earnings from continuing  operations by approximately
$4.0  million for the nine months  ended March 31, 2005 and $2.7 million for the
nine months ended March 31,  2004.  This impact  represents  nearly 37.7% of our
consolidated  pre-tax  earnings  for the nine  months  ended  March 31, 2005 and
126.6% of our consolidated  pre-tax earnings for the nine months ended March 31,
2004.

                                       39
<PAGE>
Item 4.  Controls and Procedures

          Evaluation of Disclosure Control and Procedures


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

          Changes in Internal Control Over Financial Reporting


There was no change in our internal control over financial  reporting during our
fiscal  quarter  ended  March  31,  2005  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On August  19,  2003 a former  customer  in  Ontario,  Canada,  Margaret  Smith,
commenced an action  against the us and our Canadian  subsidiary  on behalf of a
purported  class  of  Canadian  borrowers  (except  those  residing  in  British
Columbia) who, Smith claims,  were subjected to usurious  charges in payday-loan
transactions.  The  action,  which is pending in the Ontario  Superior  Court of
Justice,  alleges  violations of a Canadian  federal law  proscribing  usury and
seeks  restitution  and damages in an  unspecified  amount,  including  punitive
damages.  On  February  1 and 2,  2005,  we  brought a motion to stay the action
against it on  jurisdictional  grounds  and our  Canadian  subsidiary  brought a
motion  to stay the  action  against  it based on its  arbitration  clause.  The
judgments on those motions are under review. On October 21, 2003, another former
customer, Kenneth D. Mortillaro, commenced a similar action against our Canadian
subsidiary  but this  action has since  been  stayed  because it is a  duplicate
action. On November 6, 2003, we learned of substantially similar claims asserted
on behalf of a purported  class of Alberta  borrowers by Gareth Young,  a former
customer of our Canadian subsidiary. The Young action is pending in the Court of
Queens  Bench of Alberta  and seeks an  unspecified  amount of damages and other
relief.   Like  the  plaintiff  in  the  MacKinnon  action  referred  to  below,
Mortillaro,  Smith and Young have agreed to arbitrate  all disputes  with us. On
January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against
our Canadian  subsidiary and 26 other Canadian  lenders on behalf of a purported
class of British  Columbia  residents who,  MacKinnon claims were overcharged in
payday-loan  transactions.  The action, which is pending in the Supreme Court of
British   Columbia,   alleges   violations   of  laws   proscribing   usury  and
unconscionable  trade  practices and seeks  restitution  and damages,  including
punitive  damages,  in an unknown  amount.  On  February 3, 2004,  our  Canadian
subsidiary's  motion to stay the action and to compel arbitration of MacKinnon's
claims, as required by his agreement with our Canadian  subsidiary,  was denied;
our Canadian  subsidiary  appealed this ruling. On September 24, 2004, the Court
of Appeal for British  Columbia  reversed the lower court's  ruling and remanded
the  matter  to the lower  court for  further  proceedings  consistent  with the
appellate decision. On March 1, 2005, MacKinnon's  application for certification
of his action was dismissed. MacKinnon has appealed that dismissal and brought a
series of motions seeking to have the motions judge reconsider her decision. Our
Canadian subsidiary is opposing these motions and has renewed its application to
stay the action based on its arbitration clause. On April 15, 2005 the solicitor
acting for MacKinnon commenced a further identical proposed class action against
our Canadian  subsidiary on behalf of another former  customer,  Louise Parsons.
Our  Canadian  subsidiary  has brought a motion to stay the Parsons  action as a
duplicate  action.  We believe  we have  meritorious  defenses  to each of these
actions and intend to defend them  vigorously.  Similar  class actions have been
commenced against the Company's Canadian  subsidiary in Manitoba,  New Brunswick
Nova Scotia and Newfoundland. The Company is named as a defendant in the actions
commenced  in Nova  Scotia and  Newfoundland  but has not been  served  with the
statements  of claim in these  actions to date.  The claims in these  additional
actions are  substantially  similar to those of the Ontario actions  referred to
above.

We are a defendant in four  putative  class-action  lawsuits,  all of which were
commenced by the same plaintiffs' law firm,  alleging violations of California's
wage-and-hour  laws. The named  plaintiffs in these suits,  which are pending in
the Superior Court of the State of California,  are our former employees Vernell
Woods  (commenced  August 22,  2000),  Juan  Castillo  (commenced  May 1, 2003),
Stanley Chin  (commenced May 7, 2003) and Kenneth  Williams  (commenced  June 3,
2003).  Each of these  suits  seeks an  unspecified  amount of damages and other
relief in connection with  allegations  that we  misclassified  California store
(Woods) and regional  (Castillo) managers as "exempt" from a state law requiring
the payment of overtime  compensation,  that we failed to provide employees with
meal and rest breaks  required under a new state law (Chin) and that we computed
bonuses  payable to our store  managers  using an  impermissible  profit-sharing


                                       40
<PAGE>
formula (Williams).  In January 2003, without admitting liability,  we sought to
settle the Woods  case,  which we believe  to be the most  significant  of these
suits, by offering each  individual  putative class member an amount intended in
good  faith to  settle  his or her  claim.  These  settlement  offers  have been
accepted by 92% of the members of the  putative  class.  We recorded a charge of
$2.8  million  related to this matter  during  fiscal  2003.  Woods'  counsel is
presently disputing through arbitration the validity of the settlements accepted
by the  individual  putative  class  members.  We  believe  we have  meritorious
defenses to the challenge and to the claims of the  non-settling  putative Woods
class members and plan to defend them vigorously.  We believe we have adequately
provided for the costs associated with this matter. We are vigorously  defending
the  Castillo,  Chin and  Williams  lawsuits  and  believe  we have  meritorious
defenses to the claims asserted in those matters.


In  addition  to the  litigation  discussed  above,  we are  involved in routine
litigation  and  administrative  proceedings  arising in the ordinary  course of
business.


We do not  believe  that the  outcome of any of the  matters  referred to in the
preceding paragraphs will materially affect our financial condition,  results of
operations or cash flows in future periods.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 27, 2005, the Securities and Exchange  Commission  declared effective
our  registration  statement on Form S-1 (File No.  333-113570)  relating to the
initial public offering of an aggregate of 7,500,000 shares of our common stock,
par value $0.0001 per share.  Piper Jaffray & Co. and Jefferies & Company,  Inc.
acted as joint bookrunning  managers of the offering and as  representatives  of
the following underwriters: Ferris, Baker Watts, Incorporated, Keefe, Bruyette &
Woods,  Inc.,  JMP  Securities  LLC,  Roth  Capital  Partners,  LLC and ABN AMRO
Rothschild LLC.

The offering commenced February 2, 2005 at an initial public offering price of
$16.00 per share. Pursuant to the offering, we sold 7,378,125 shares to the
public for an aggregate offering price of $118,050,000 and the selling
stockholder sold 121,875 shares to the public for an aggregate offering price of
$1,813,500.

The following  table  summarizes the expenses  incurred by us and by the selling
stockholder  in  connection  with the  offering as of February 2, 2005,  none of
which  were  paid  to  our  directors,   officers,  general  partners  or  their
associates,  persons  owning  10% or  more  of  our  equity  securities,  or our
affiliates:

<TABLE>
<S>                       <C>                  <C>                     <C>                    <C>
--------------------------------------------------------------------------------------------------------------------
                            Underwriting       Expenses Paid to        Other Expenses           Total Expenses
                           Discounts and          or for the
                            Commissions          Underwriters
--------------------------------------------------------------------------------------------------------------------
Dollar Financial Corp.        $8,263,500                   --              $2,693,000             $10,956,500
--------------------------------------------------------------------------------------------------------------------
Selling Stockholder              136,500                   --                      --                 136,500
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The net  proceeds of the  offering to us,  after  deducting  the total  expenses
disclosed in the foregoing table, were approximately $106.8 million. On February
2, 2005, we paid an aggregate of $51.6 million to redeem in full the outstanding
principal  amount of our 16.0% senior  notes due 2012 at a  redemption  price of
110.0% of the current  accretion  amount plus accrued interest  thereon,  and we
paid an aggregate of $45.8 million to redeem in full the  outstanding  principal
amount of our 13.95% senior subordinated notes due 2012 at a redemption price of
100.0% of the current accretion amount plus accrued interest thereon.

On February 2, 2005, we also paid an aggregate of $3,719,444.45 to Leonard Green
&  Partners,  L.P.,  representing  accrued  fees  under  a  management  services
agreement among Leonard Green & Partners,  L.P.,  Dollar Financial Group,  Inc.,
and us, and a fee to terminate the agreement  prior to the  contractual  date of
termination.  Leonard Green & Partners,  L.P. manages Green Equity Investors II,
L.P., a limited partnership that owns 7,223,290 shares, or approximately  35.6%,
of our outstanding common stock.  Jonathan Seiffer,  one of our directors,  is a
partner of Leonard  Green & Partners,  L.P.  Jonathan  Sokoloff,  another of our
directors,  is an  executive  officer of Leonard  Green & Partners,  L.P.  and a
partner of a private equity firm affiliated with Leonard Green & Partners,  L.P.
Michael  Solomon,  one of our directors,  is a vice president of Leonard Green &
Partners, L.P.

The remaining  net proceeds from the offering were used for working  capital and
general corporate purposes.

                                       41
<PAGE>
On March 7, 2005 we  acquired  substantially  all of the assets of We The People
Forms and Service  Centers  USA,  Inc.  ("WTP")  relating to WTP's  retail-based
document preparation services business.

          The total consideration for the acquisition consisted of:

          o    $12.0 million in cash, $10.5 million of which was paid at closing
               and $1.5 million of which was deposited into an escrow account to
               secure  certain of WTP's  indemnification  obligations  under the
               Asset Purchase Agreement;

          o    $3.0 million in cash,  the payment of which is  contingent on the
               Registrants  reaching certain future financial targets over a two
               year period arising from the assets acquired in the Acquisition;

          o    141,935 unregistered shares of Corp.'s common stock;

          o    the  assumption by the Company of certain  obligations  under the
               assumed   contracts,   including   obligations   under   existing
               franchising agreements; and

          o    the  assumption  by  the  Company  of a  liability  to  pay up to
               $750,000 on account of certain outstanding  franchise  repurchase
               obligations.

Item 4.  Submission of Matters to a Vote of Security Holders

On January 24, 2005, holders of a majority of the then-outstanding shares of our
common  stock  executed a written  consent to approve our  amended and  restated
certificate of  incorporation  and our 2005 stock  incentive plan effective upon
pricing of the initial public offering of our common stock.

Our amended and restated  certificate of incorporation,  among other things, (a)
increases  the  total  number  of  shares  which we are  authorized  to issue to
65,500,000 shares, of which 55,500,000 shares are common stock, par value $0.001
per share and 10,000,000 shares are preferred stock, (b) provides that our board
of  directors is  authorized  to provide for the issuance of shares of preferred
stock in one or more series and to fix the designation,  powers, preferences and
rights of the shares of each such series and any qualifications,  limitations or
restrictions  thereof,  (c)  provides  for the  creation of a  classified  board
consisting of three classes, such classes to serve initial terms of one, two and
three years, respectively, followed by three year terms thereafter, (d) provides
for the subdivision and split of each  then-issued and outstanding  share of our
common stock into 555 shares of common stock,  (e) eliminates the ability of our
stockholders  to  consent  in  writing  to the  taking  of any  action,  and (f)
eliminates cumulative voting for the election of the our board of directors.

Our 2005 stock  incentive plan provides,  among other things,  for the grant and
issuance of up to 1,718,695  shares of our common  stock to selected  employees,
directors, and consultants.

Our amended and restated  certificate of incorporation  and 2005 stock incentive
plan are attached as exhibits hereto and incorporated herein by this reference.













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<PAGE>
Item 6.  Exhibits

(a) Exhibits

    Exhibit
      No.                   Description of Document

     3.1(i) Amended and Restated  Articles of  Incorporation of Dollar Financial
            Corp.*

    31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

    31.2    Rule 13a-14(a)/15d-14(a) Certification of President

    31.3    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

    32.1    Section 1350 Certification of Chief Executive Officer

    32.2    Section 1350 Certification of President

    32.3    Section 1350 Certification of Chief Financial Officer


* Incorporated by reference to Dollar Financial Corp.'s  Registration  Statement
on Form S-1 (File No.  333-113570),  initially  filed  with the  Securities  and
Exchange Commission on March 12, 2005, as subsequently amended.




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<PAGE>
                                    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.


                                   DOLLAR FINANCIAL CORP.


Date:    May 9, 2005              *By:  /s/ RANDY UNDERWOOD
                                        ----------------------------------------
                                          Name:  Randy Underwood
                                          Title: Executive Vice President and
                                                 Chief Financial Officer
                                                 (principal financial and
                                                 chief accounting officer)


*    The  signatory  hereto is the  principal  financial  and  chief  accounting
     officer and has been duly authorized to sign on behalf of the registrant.
















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