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 December 31, 2004

                                       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 January 31, 2005,  18,343,903 shares of the Registrants  common stock, par
value $0.001 per share, were outstanding.

<PAGE>

                             DOLLAR FINANCIAL CORP.

                                      INDEX

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                         Page No.
                                                                                                       --------
<S>                                                                                                       <C>
Item 1.  Financial Statements

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

         Interim Unaudited Consolidated Statements of Operations for the Three and Six
         Months Ended December 31, 2003 and 2004 ....................................................      4

         Interim Unaudited Consolidated Statements of Cash Flows for the Six Months
         Ended December 31, 2003 and 2004 ...........................................................      5

         Notes to Interim Unaudited Consolidated Financial Statements ...............................      6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ......................................................................     23

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk ..........................................................................     33

Item 4.  Controls and Procedures ....................................................................     34

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ..........................................................................     34

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds .................................     35

Item 4.  Submission to Matters to a Vote of Security Holders ........................................     36

Item 6.  Exhibits ...................................................................................     37

Signature ...........................................................................................     38
</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>
<CAPTION>
                                                                                          June 30,        December 31,
                                                                                         ----------       ------------
                                                                                             2004             2004
                                                                                         ----------        ----------
Assets                                                                                                     (unaudited)
<S>                                                                                      <C>               <C>
Cash and cash equivalents ........................................................       $   69,270        $   88,116
Loans receivable
  Loans receivable ...............................................................           32,902            39,346
  Less: Allowance for loan losses ................................................           (2,315)           (2,621)
                                                                                         ----------        ----------
Loans receivable, net ............................................................           30,587            36,725
Other consumer lending receivables ...............................................            7,404             8,705
Other receivables ................................................................            3,787             4,280
Income taxes receivable ..........................................................            6,125             5,589
Prepaid expenses .................................................................            4,380             5,176
Deferred tax asset, net of valuation allowance of $24,474 and $31,246 ............               --               163
Notes and interest receivable--officers ..........................................            5,054             5,261
Property and equipment, net of accumulated
  depreciation of $49,540 and $56,895 ............................................           27,965            29,673
Goodwill and other intangibles, net of accumulated amortization of $22,449
  and $23,322 ....................................................................          149,118           157,167
Debt issuance costs, net of accumulated amortization of $987 and $1,836 ..........           11,428            10,607
Other ............................................................................            4,219             4,726
                                                                                         ----------        ----------
                                                                                         $  319,337        $  356,188
                                                                                         ==========        ==========

Liabilities and shareholders' deficit
Accounts payable .................................................................       $   15,863        $   16,375
Foreign income taxes payable .....................................................            5,979             5,294
Accrued expenses and other liabilities ...........................................           17,854            22,302
Accrued interest payable .........................................................            5,525             5,172
Revolving credit facilities ......................................................               --            11,000
Long term debt:
  9.75% Senior Notes due 2011 ....................................................          241,176           241,096
  16.0% Senior Notes due 2012 ....................................................           42,070            45,554
  13.95% Senior Subordinated Notes due 2012 ......................................           41,652            44,661
Other long term debt .............................................................              105                55
Shareholders' deficit:
  Common stock, $.001 par value: 55,500,000 shares authorized;
  11,025,001 shares issued at June 30, 2004 and December 31, 2004 ................               11                11
  Additional paid-in capital .....................................................           61,470            61,470
  Accumulated deficit ............................................................         (120,916)         (119,874)
  Accumulated other comprehensive income .........................................           13,813            28,337
  Treasury stock at cost; 59,222 shares at June 30, 2004 and
      December 31, 2004 ..........................................................             (956)             (956)
  Management equity loan .........................................................           (4,309)           (4,309)
                                                                                         ----------        ----------
Total shareholders' deficit ......................................................          (50,887)          (35,321)
                                                                                         ----------        ----------
                                                                                         $  319,337        $  356,188
                                                                                         ==========        ==========
</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>
<CAPTION>
                                                                       Three Months Ended                   Six Months Ended
                                                                           December 31,                        December 31,
                                                                 ------------------------------      ------------------------------
                                                                     2003              2004              2003               2004
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>
Revenues:
 Check cashing .............................................     $     29,419      $     32,733      $     57,541      $     63,095
 Consumer lending:
   Fees from consumer lending ..............................           31,041            39,519            60,207            76,745
   Provision for loan losses and adjustment to servicing
     income ................................................           (7,023)           (8,772)          (14,422)          (18,209)
                                                                 ------------      ------------      ------------      ------------
 Consumer lending, net .....................................           24,018            30,747            45,785            58,536
 Money transfer fees .......................................            3,248             3,685             6,329             7,193
 Other .....................................................            4,077             5,221             8,097             9,719
                                                                 ------------      ------------      ------------      ------------
Total revenues .............................................           60,762            72,386           117,752           138,543

Store and regional expenses:
 Salaries and benefits .....................................           18,707            21,217            37,484            41,054
 Occupancy .................................................            4,885             5,603             9,749            10,994
 Depreciation ..............................................            1,490             1,810             2,938             3,553
 Returned checks, net and cash shortages ...................            2,347             2,736             4,885             5,217
 Telephone and communications ..............................            1,431             1,434             2,993             2,868
 Advertising ...............................................            1,924             2,272             3,542             5,095
 Bank Charges ..............................................              787               977             1,890             1,912
 Armored carrier expenses ..................................              751               889             1,480             1,714
 Other .....................................................            7,428             6,887            12,843            13,793
                                                                 ------------      ------------      ------------      ------------
Total store and regional expenses ..........................           39,750            43,825            77,804            86,200

Corporate expenses .........................................            7,126            11,104            14,367            20,648
Management fee .............................................              287               251               537               528
Losses (gain) on store closings and sales ..................               61              (142)              121               (56)
Other depreciation and amortization ........................              914             1,159             1,872             2,102
Interest expense, net ......................................           10,250             9,802            19,434            19,471
Loss on extinguishment of debt .............................            8,855                --             8,855                --
                                                                 ------------      ------------      ------------      ------------
(Loss) income before income taxes ..........................           (6,481)            6,387            (5,238)            9,650
Income tax provision .......................................           18,492             5,254            22,336             8,608
                                                                 ------------      ------------      ------------      ------------
Net (loss) income ..........................................     $    (24,973)     $      1,133      $    (27,574)     $      1,042
                                                                 ============      ============      ============      ============

Net (loss) income per share:
 Basic .....................................................     $      (2.28)     $       0.10      $      (2.51)     $       0.10
                                                                 ============      ============      ============      ============

 Diluted ...................................................     $      (2.28)     $       0.10      $      (2.51)     $       0.09
                                                                 ============      ============      ============      ============

Weighted average common shares outstanding:
 Basic .....................................................       10,965,778        10,965,778        10,965,778        10,965,778
                                                                 ============      ============      ============      ============

 Diluted ...................................................       10,965,778        11,367,574        10,965,778        11,367,574
                                                                 ============      ============      ============      ============
</TABLE>

        See notes to interim unaudited consolidated financial statements.


                                       4
<PAGE>

                             DOLLAR FINANCIAL CORP.

             INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                              December 31,
                                                                                    -----------------------------
                                                                                        2003              2004
                                                                                    -----------       -----------
<S>                                                                                 <C>               <C>
Cash flows from operating activities:
Net (loss) income ............................................................      $   (27,574)      $     1,042
Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
     Accretion of interest expense from 13.0% Senior Discount Notes ..........            5,827                --
     Depreciation and amortization ...........................................            5,732             6,288
     Loss on extinguishment of debt ..........................................            8,855                --
     Losses (gain) on store closings and sales ...............................              121               (56)
     Foreign currency (gain) loss on revaluation of
       subordinated notes payable ............................................             (648)              181
     Deferred tax provision (benefit) ........................................           15,610              (164)
     Change in assets and liabilities:
         Increase in loans and other receivables .............................           (1,869)           (5,820)
         (Increase) decrease in income taxes receivable ......................           (6,189)              536
         Increase in prepaid expenses and other ..............................              (82)             (852)
         Increase in accounts payable, income taxes payable, accrued
           expense, and other liabilities and accrued interest payable .......            5,732             8,673
                                                                                    -----------       -----------
Net cash provided by operating activities ....................................            5,515             9,828

Cash flows from investing activities:
  Acquisitions, net of cash acquired .........................................               --              (658)
  Gross proceeds from sale of fixed assets ...................................               41                --
  Additions to property and equipment ........................................           (3,154)           (5,589)
                                                                                    -----------       -----------
Net cash used in investing activities ........................................           (3,113)           (6,247)

Cash flows from financing activities:
  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) ...........................................              134               (51)
  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 debt issuance costs .............................................           (9,776)             (103)
                                                                                    -----------       -----------
Net cash (used in) provided by financing activities ..........................           (6,207)           10,846

Effect of exchange rate changes on cash and cash equivalents .................            2,851             4,419
                                                                                    -----------       -----------
Net (decrease) increase in cash and cash equivalents .........................             (954)           18,846

Cash and cash equivalents at beginning of period .............................           71,809            69,270
                                                                                    -----------       -----------
Cash and cash equivalents at end of period ...................................      $    70,855       $    88,116
                                                                                    ===========       ===========
</TABLE>

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 Note for
16.0% Senior Notes due 2012 and $49.4  million,  or 50% of the accreted value of
its 13% Senior  Discount  Note 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.

        See notes to interim unaudited consolidated financial statements.


                                       5
<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.

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.

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 December 31,
2004. The Company, through its subsidiaries,  provides retail financial services
to the general  public  through a network of 1,130  locations  (of which 656 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 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 215  independent
document transmitters in 10 states.

Stock Based Employee Compensation

At December 31,  2004,  the Company  offered a stock  option  plan,  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.

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):


                                       6
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Three Months Ended              Six Months Ended
                                                                                December 31,                   December 31,
                                                                        --------------------------     --------------------------
                                                                           2003            2004           2003            2004
                                                                        ----------      ----------     ----------      ----------
<S>                                                                     <C>             <C>            <C>             <C>
Net (loss) income--as reported                                          $  (24,973)     $    1,133     $  (27,574)     $    1,042

Total stock-option expense determined under the fair value based
    method, net of related tax benefits                                         31             113             62             226
                                                                        ----------      ----------     ----------      ----------

Net (loss) income--pro forma                                            $  (25,004)     $    1,020     $  (27,636)     $      816
                                                                        ==========      ==========     ==========      ==========

Net (loss) income per common share--basic--as reported                  $    (2.28)     $     0.10     $    (2.51)     $     0.10

Net (loss) income per common share--basic--pro forma                    $    (2.28)     $     0.09     $    (2.52)     $     0.07

Net (loss) income per common share--diluted--as reported                $    (2.28)     $     0.10     $    (2.51)     $     0.09

Net (loss) income per common share--diluted--pro forma                  $    (2.28)     $     0.09     $    (2.52)     $     0.07
</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 consists 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  sheet at December  31, 2004 and June 30,  2004,  and the
condensed  consolidating  statements  of  operations  and cash flows for the six
month period ended December 31, 2004 and 2003 of the Company, OPCO, the combined
Guarantor  subsidiaries,   the  combined  non-Guarantor   subsidiaries  and  the
consolidated Company.


                                       7
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                          CONSOLIDATING BALANCE SHEETS
                                December 31, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                  Dollar Financial
                                                         Dollar      Group, Inc.     Subsidiary
                                                       Financial   and Subsidiary       Non-
                                                         Corp.       Guarantors      Guarantors     Eliminations     Consolidated
                                                      ---------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
Assets
Cash and cash equivalents ......................      $       4       $  36,580       $  51,532       $      --       $  88,116
Loans receivable ...............................             --           4,414          34,932              --          39,346
Less: Allowance for loan losses ................             --            (183)         (2,438)             --          (2,621)
                                                      -------------------------------------------------------------------------
Loans receivables, net .........................             --           4,231          32,494              --          36,725
Other consumer lending receivables .............             --           8,705              --              --           8,705
Other receivables ..............................             --           1,187           3,628            (535)          4,280
Income taxes receivable ........................             --             984           4,605              --           5,589
Prepaid expenses ...............................             --           2,245           2,931              --           5,176
Deferred income taxes ..........................             --              --             163              --             163
Notes and interest receivable--officers ........          1,560           3,701              --              --           5,261
Due from affiliates ............................             --          62,264              --         (62,264)             --
Due from parent ................................             --           6,026              --          (6,026)             --
Property and equipment, net ....................             --           9,402          20,271              --          29,673
Goodwill and other intangibles, net ............             --          56,498         100,669              --         157,167
Debt issuance costs, net .......................            254          10,353              --              --          10,607
Investment in subsidiaries .....................         60,606         300,491           6,705        (367,802)             --
Other assets ...................................          1,789             532           2,405              --           4,726
                                                      -------------------------------------------------------------------------
                                                      $  64,213       $ 503,199       $ 225,403       $(436,627)      $ 356,188
                                                      =========================================================================

Liabilities and shareholders' (deficit) equity
Accounts payable ...............................      $      --       $   7,487       $   8,888       $      --       $  16,375
Foreign income taxes payable ...................             --              --           5,294              --           5,294
Accrued expenses and other liabilities .........          1,528           8,635          12,139              --          22,302
Accrued interest payable .......................          1,765           3,054             888            (535)          5,172
Due to affiliates ..............................          6,026              --          62,264         (68,290)             --
Revolving credit facilities ....................             --          11,000              --              --          11,000
9.75% Senior Notes due 2011 ....................             --         241,096              --              --         241,096
16.0% Senior Notes due 2012 ....................         45,554              --              --              --          45,554
13.95% Senior Subordinated Notes due 2012 ......         44,661              --              --              --          44,661
Other long-term debt ...........................             --              49               6              --              55
                                                      -------------------------------------------------------------------------
                                                         99,534         271,321          89,479         (68,825)        391,509

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 ......       (108,777)         90,718          89,471        (191,286)       (119,874)
  Accumulated other comprehensive income .......         28,337          36,234          19,149         (55,383)         28,337
  Treasury stock ...............................           (956)             --              --              --            (956)
  Management equity loan .......................         (4,309)             --              --              --          (4,309)
                                                      -------------------------------------------------------------------------
Total shareholders' (deficit) equity ...........        (35,321)        231,878         135,924        (367,802)        (35,321)
                                                      -------------------------------------------------------------------------
                                                      $  64,213       $ 503,199       $ 225,403       $(436,627)      $ 356,188
                                                      =========================================================================
</TABLE>


                                       8
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                          CONSOLIDATING BALANCE SHEETS
                                  June 30, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       Dollar Financial
                                                            Dollar        Group, Inc.     Subsidiary
                                                          Financial     and Subsidiary       Non-
                                                             Corp.        Guarantors      Guarantors    Eliminations    Consolidated
                                                          --------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>             <C>             <C>
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 ..................................             --           1,711           2,360            (284)          3,787
Income taxes receivable ............................             --               8           6,117              --           6,125
Prepaid expenses ...................................             --           1,772           2,608              --           4,380
Notes and interest receivable--officers ............          1,431           3,623              --              --           5,054
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 ..............................................          1,392             451           2,376              --           4,219
                                                          -------------------------------------------------------------------------
                                                          $  41,112       $ 449,425       $ 198,363       $(369,563)      $ 319,337
                                                          =========================================================================

Liabilities and shareholder's (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

Shareholder's (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>


                                       9
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                     CONSOLIDATING STATEMENTS OF OPERATIONS
                       Six Months Ended December 31, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       Dollar Financial
                                                            Dollar        Group, Inc.     Subsidiary
                                                          Financial     and Subsidiary       Non-
                                                             Corp.        Guarantors      Guarantors    Eliminations    Consolidated
                                                          -------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>             <C>             <C>
Revenues:
   Check cashing ...................................      $      --       $  21,765       $  41,330       $      --       $  63,095
   Consumer lending:
     Fees from consumer lending ....................             --          40,369          36,376              --          76,745
   Provision for loan losses and adjustment
     to servicing income ...........................             --         (11,282)         (6,927)             --         (18,209)
                                                          -------------------------------------------------------------------------
   Consumer lending, net ...........................             --          29,087          29,449              --          58,536
   Money transfer fees .............................             --           2,075           5,118              --           7,193
   Other ...........................................             --           1,533           8,186              --           9,719
                                                          -------------------------------------------------------------------------
Total revenues .....................................             --          54,460          84,083              --         138,543

Store and regional expenses:
   Salaries and benefits ...........................             --          21,295          19,759              --          41,054
   Occupancy .......................................             --           5,617           5,377              --          10,994
   Depreciation ....................................             --           1,914           1,639              --           3,553
   Returned checks, net and cash shortages .........             --           2,352           2,865              --           5,217
   Telephone and communications ....................             --           1,832           1,036              --           2,868
   Advertising .....................................             --           2,317           2,778              --           5,095
   Bank charges ....................................             --             980             932              --           1,912
   Armored carrier expenses ........................             --             715             999              --           1,714
   Other ...........................................             --           6,601           7,192              --          13,793
                                                          -------------------------------------------------------------------------
Total store and regional expenses ..................             --          43,623          42,577              --          86,200

Corporate expenses .................................             --           9,652          10,996              --          20,648
Management fee .....................................            528            (252)            252              --             528
Losses on store closings and sales .................             --            (175)            119              --             (56)
Other depreciation and amortization ................             --           1,180             922              --           2,102
Interest expense, net ..............................          6,495          10,900           2,076              --          19,471
Equity in subsidiary ...............................         (8,065)             --              --           8,065              --
                                                          -------------------------------------------------------------------------

Income (loss) before income taxes ..................          1,042         (10,468)         27,141          (8,065)          9,650
Income tax (benefit) provision .....................             --            (829)          9,437              --           8,608
                                                          -------------------------------------------------------------------------

Net income (loss) ..................................      $   1,042       $  (9,639)      $  17,704       $  (8,065)      $   1,042
                                                          =========================================================================
</TABLE>


                                       10
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                     CONSOLIDATING STATEMENTS OF OPERATIONS
                       Six Months Ended December 31, 2003
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           Dollar
                                                                          Financial
                                                                          Group, Inc
                                                            Dollar           and           Foreign
                                                          Financial       Subsidiary      Subsidiary
                                                            Corp.         Guarantors      Guarantors    Eliminations   Consolidated
                                                          --------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>             <C>             <C>
Revenues:
Check cashing ......................................      $      --       $  22,809       $  34,732       $      --       $  57,541
   Consumer lending, net:
     Fees from consumer lending ....................             --          36,720          23,487              --          60,207
     Provision for loan losses and adjustment to
       servicing revenue ...........................             --         (10,763)         (3,659)             --         (14,422)
                                                          -------------------------------------------------------------------------
   Consumer lending, net ...........................             --          25,957          19,828              --          45,785
   Money transfer fees .............................             --           2,215           4,114              --           6,329
   Other ...........................................             --           1,780           6,317              --           8,097
                                                          -------------------------------------------------------------------------
Total revenues .....................................             --          52,761          64,991              --         117,752
Store and regional expenses:
   Salaries and benefits ...........................             --          20,821          16,663              --          37,484
   Occupancy .......................................             --           5,560           4,189              --           9,749
   Depreciation ....................................             --           1,589           1,349              --           2,938
   Returned checks, net and cash shortages .........             --           2,350           2,535              --           4,885
   Telephone and telecommunication .................             --           2,011             982              --           2,993
   Advertising .....................................             --           1,886           1,656              --           3,542
   Bank charges ....................................             --           1,089             801              --           1,890
   Armored carrier services ........................             --             659             821              --           1,480
   Other ...........................................             --           6,516           6,327              --          12,843
                                                          -------------------------------------------------------------------------
Total store and regional expenses ..................             --          42,481          35,323              --          77,804

Corporate expenses .................................             --           7,231           7,136              --          14,367
Management fees ....................................            537          (1,135)          1,135              --             537
Losses on store closings and sales .................             --             120               1              --             121
Other depreciation and amortization ................             --           1,112             760              --           1,872
Interest expense, net ..............................          7,760           8,535           3,139              --          19,434
Loss on extinguishment of debt .....................          1,646           7,209              --              --           8,855
Equity in subsidiary ...............................            503              --              --            (503)             --
                                                          -------------------------------------------------------------------------

(Loss) income before income taxes ..................        (10,446)        (12,792)         17,497             503          (5,238)
Income tax provision (benefit) .....................         17,128          (2,656)          7,864              --          22,336
                                                          -------------------------------------------------------------------------

Net (loss) income ..................................      $ (27,574)      $ (10,136)      $   9,633       $     503       $ (27,574)
                                                          =========================================================================
</TABLE>


                                       11
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                     CONSOLIDATING STATEMENTS OF CASH FLOWS
                       Six Months Ended December 31, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                Dollar
                                                                              Financial
                                                                  Dollar      Group, Inc.    Subsidiary
                                                                Financial   and Subsidiary      Non-
                                                                  Corp.       Guarantors     Guarantors  Eliminations   Consolidated
                                                                --------------------------------------------------------------------
<S>                                                             <C>            <C>            <C>           <C>           <C>
Cash flows from operating activities:
Net income (loss) ..........................................    $  1,042       $ (9,639)      $ 17,704      $ (8,065)     $  1,042
Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
   Undistributed income of subsidiaries ....................      (8,065)            --             --         8,065            --
   Depreciation and amortization ...........................          17          3,844          2,427            --         6,288
   (Gain) losses on store closings and sales ...............          --           (175)           119            --           (56)
   Foreign currency loss on revaluation of
      subordinated notes payable ...........................          --            181             --            --           181
   Deferred tax benefit ....................................          --             --           (164)           --          (164)
   Changes in assets and liabilities:
      Increase in loans and other receivables ..............        (129)          (730)        (5,212)          251        (5,820)
      (Increase) decrease in income taxes receivable .......          --         (2,523)         1,512         1,547           536
      (Increase) decrease in prepaid expenses and other ....        (397)          (548)            93            --          (852)
      Increase (decrease) in accounts payable, income
        taxes payable, accrued expenses and other
        liabilities, and accrued interest payable ..........       7,191          4,299         (1,019)       (1,798)        8,673
                                                                --------------------------------------------------------------------

Net cash (used in) provided by operating activities ........        (341)        (5,291)        15,460            --         9,828

Cash flows from investing activities:
Gross proceeds from sale of fixed assets ...................          --             --           (658)           --          (658)
Additions to property and equipment ........................          --         (1,564)        (4,025)           --        (5,589)
Net decrease in due from affiliates activities .............          --          2,438             --        (2,438)           --
                                                                --------------------------------------------------------------------

Net cash provided by (used in) investing activities ........          --            874         (4,683)       (2,438)       (6,247)

Cash flows from financing activities:
Other debt payments ........................................          --            (44)            (7)           --           (51)
Net increase in revolving credit facilities ................          --         11,000             --            --        11,000
Payment of debt issuance costs .............................          (3)          (100)            --            --          (103)
Net increase (decrease) in due to affiliates and due
   from parent .............................................         344          3,017         (5,799)        2,438            --
                                                                --------------------------------------------------------------------
Net cash provided by (used in) financing activities ........         341         13,873         (5,806)        2,438        10,846

Effect of exchange rate changes on cash and cash equivalents          --             --          4,419            --         4,419
                                                                --------------------------------------------------------------------
Net increase in cash and cash equivalents ..................          --          9,456          9,390            --        18,846
Cash and cash equivalents at beginning of period ...........           4         27,124         42,142            --        69,270
                                                                --------------------------------------------------------------------
Cash and cash equivalents at end of period .................    $      4       $ 36,580       $ 51,532      $     --      $ 88,116
                                                                ====================================================================
</TABLE>


                                       12
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                     CONSOLIDATING STATEMENTS OF CASH FLOWS
                       Six Months Ended December 31, 2003
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                              Dollar
                                                                            Financial
                                                                Dollar      Group, Inc      Foreign
                                                              Financial   and Subsidiary   Subsidiary
                                                                 Corp.      Guarantors     Guarantors    Eliminations   Consolidated
                                                              ----------------------------------------------------------------------
<S>                                                           <C>            <C>            <C>            <C>           <C>
Cash flows from operating activities:
Net (loss) income .......................................     $ (27,574)     $ (10,136)     $   9,633      $     503     $ (27,574)
Adjustments to reconcile net (loss) income to net
  cash (used in) provided by operating activities:
      Undistributed income of subsidiaries ..............           503             --             --           (503)           --
      Accretion of interest expense from 13.0% Senior
        Discount Notes ..................................         5,827             --             --             --         5,827
      Depreciation and amortization .....................           125          3,498          2,109             --         5,732
      Loss on extinguishment of debt ....................         1,646          7,209             --             --         8,855
      Losses on store closings and sales ................            --            120              1             --           121

      Foreign currency gain on revaluation of
        subordinated notes payable ......................            --             --           (648)            --          (648)
      Deferred tax provision ............................        14,769            841             --             --        15,610
      Change in assets and liabilities (net of effect of
        acquisitions):
          (Increase) decrease in loans and other
            receivables .................................          (128)           130         (2,086)           215        (1,869)
          Decrease (increase) in income taxes receivable.         1,570         (8,444)        (4,271)         4,956        (6,189)
          (Increase) decrease in prepaid expenses
            and other ...................................            --           (378)           296             --           (82)
          Increase (decrease) in accounts payable,
            income taxes payable, accrued expenses
            and other liabilities and accrued
            interest payable ............................         2,629          6,031          2,243         (5,171)        5,732
                                                              ----------------------------------------------------------------------
Net cash (used in) provided by operating activities .....          (633)        (1,129)         7,277             --         5,515


Cash flows from investing activities:
    Gross proceeds from sale of fixed assets ............            --             --             41             --            41
    Additions to property and equipment .................            --           (976)        (2,178)            --        (3,154)
    Net increase in due from affiliates .................            --         (5,998)            --          5,998            --
                                                              ----------------------------------------------------------------------
Net cash used in investing activities ...................            --         (6,974)        (2,137)         5,998        (3,113)

Cash flows from financing activities:
    Redemption of 10.875% Senior Subordinated notes
      due 2006 ..........................................            --        (20,734)            --             --       (20,734)
    Redemption of 13.0% Senior Subordinated notes
      due 2006 ..........................................       (22,962)            --             --             --       (22,962)
    Other debt borrowings (payments) ....................            --            146            (12)            --           134
    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 ......................          (193)        (9,583)            --             --        (9,776)
    Dividends paid to parent ............................        20,000        (20,000)            --             --            --
    Net increase (decrease) in due to affiliates ........         3,788         12,190         (9,980)        (5,998)           --
                                                              ----------------------------------------------------------------------
Net cash provided by (used in) financing activities .....           633         10,085        (10,927)        (5,998)       (6,207)

Effect of exchange rate changes on cash and cash
  equivalents ...........................................            --             --          2,851             --         2,851
                                                              ----------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents ....            --          1,982         (2,936)            --          (954)

Cash and cash equivalents at beginning of period ........             4         34,194         37,611             --        71,809
                                                              ----------------------------------------------------------------------
Cash and cash equivalents at end of period ..............     $       4      $  36,176      $  34,675      $      --     $  70,855
                                                              ======================================================================
</TABLE>


                                       13
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 covenants not to compete,  which are deemed to have a
definite  life  and  will  continue  to be  amortized.  Amortization  for  these
intangibles  for the six  months  ended  December  31,  2004  was  $16,500.  The
amortization expense for the covenant not to compete will be as follows:

                        Year                Amount
                        ------------------------------
                                        (in thousands)
                        2005                 19.2

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

<TABLE>
<CAPTION>
                                                           June 30, 2004                         December 31, 2004
                                                ------------------------------------    -----------------------------------
                                                Gross Carrying           Accumulated    Gross Carrying          Accumulated
                                                    Amount              Amortization        Amount             Amortization
                                                --------------           -----------    --------------          -----------
<S>                                                <C>                   <C>              <C>                  <C>
Non-amortized intangible assets:
 Cost in excess of net assets acquired             $   169,115           $    20,016      $   177,966          $    20,802

Amortized intangible assets:
 Covenants not to compete                                2,452                 2,433            2,523                2,520
</TABLE>

4. COMPREHENSIVE (LOSS) INCOME

Comprehensive  (loss) income 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>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                           December 31,                        December 31,
                                                   ----------------------------      ----------------------------
                                                       2003             2004             2003             2004
                                                   -----------      -----------      -----------      -----------
<S>                                                <C>              <C>              <C>              <C>
Net income (loss)                                  $   (24,973)     $     1,133      $   (27,574)     $     1,042

Foreign currency translation adjustment                  7,725           10,086            8,173           14,844

Fair value adjustments for cash flow hedges                 --              (30)              --             (320)
                                                   -----------      -----------      -----------      -----------

Total comprehensive (loss) income                  $   (17,248)     $    11,189      $   (19,401)     $    15,566
                                                   ===========      ===========      ===========      ===========
</TABLE>


                                       14
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

5. LOSSES (GAINS) ON STORE CLOSINGS AND SALES AND OTHER RESTRUCTURING

During the fiscal year ended June 30,  2003,  the  Company  closed 27 stores and
consolidated and relocated certain  non-operating  functions to reduce costs and
increase efficiencies.  Costs incurred with that restructuring were comprised of
severance  and other  retention  benefits to  employees  who were  involuntarily
terminated and closure costs related to the locations the Company will no longer
utilize.  The restructuring was completed by June 30, 2003. All of the locations
that were closed and for which the  workforce  was  reduced are  included in the
United States geographic segment.  The Company,  as required,  adopted Financial
Accounting  Standards Board Statement No. 146,  Accounting for Costs  Associated
with Disposal or Exit Activities,  on January 1, 2003.  During the first quarter
of fiscal 2004,  charges  previously  accrued for severance and other  retention
benefits were reclassed to store closure costs.

Following  is a  reconciliation  of the  beginning  and ending  balances  of the
restructuring liability (in millions):

<TABLE>
<CAPTION>
                                           Severance and
                                               Other            Store Closure
                                        Retention Benefits           Costs             Total
                                        ------------------           -----             -----
<S>                                         <C>                  <C>                <C>
      Balance at June 30, 2003              $       1.2          $       0.2        $       1.4

      Charge recorded in earnings                    --                   --                 --
      Reclassification                             (0.7)                (0.7)                --
      Amounts paid                                 (0.5)                (0.5)              (1.0)
      Non-cash charges                               --                   --                 --
                                            -----------          -----------        -----------
      Balance at June 30, 2004              $        --          $       0.4        $       0.4

      Charge recorded in earnings                    --                   --                 --
      Reclassification                               --                   --                 --
      Amounts paid                                   --                 (0.2)              (0.2)
      Non-cash charges                               --                   --                 --
                                            -----------          -----------        -----------
      Balance at December 31, 2004          $        --          $       0.2        $       0.2
                                            ===========          ===========        ===========
</TABLE>

The Company also  expenses  costs related to the closure of stores in the normal
course of its business.  Costs directly expensed net of gains on sales of stores
for the three  months  ended  December  31,  2004 and 2003 were  ($142,000)  and
$61,000,  respectively  and for the six months ended  December 31, 2004 and 2003
were  ($56,000)  and $121,000,  respectively.  The sale of five stores in Oregon
accounted for a gain of $245,000 for the three and six months ended December 31,
2004.

6. 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 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.

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

<TABLE>
<S>                                                                                <C>
      Call Premium:
               Dollar Financial Group, Inc. 10.875% Senior Notes                   $   1.98
               Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes          0.73
      Write-off of previously capitalized deferred issuance costs, net                 6.14
                                                                                   --------

       Loss on extinguishment of debt                                              $   8.85
                                                                                   ========
</TABLE>


                                       15
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7. 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>
<CAPTION>
As of and for the three months                                        United                       United
 ended December 31, 2003                                              States         Canada        Kingdom         Total
                                                                    -------------------------------------------------------
<S>                                                                 <C>            <C>            <C>            <C>
Identifiable assets                                                 $ 136,835      $  91,642      $  85,146      $ 313,623
Goodwill and other intangibles, net                                    56,522         40,268         52,273        149,063
Sales to unaffiliated customers:
   Check cashing                                                       11,446         10,168          7,805         29,419
   Consumer lending:
     Fees from consumer lending                                        18,548          7,919          4,574         31,041
     Provision for loan losses and adjustment to
        servicing revenue                                              (5,326)          (888)          (809)        (7,023)
                                                                    ------------------------------------------------------
   Consumer lending, net                                               13,222          7,031          3,765         24,018
   Money transfer fees                                                  1,105          1,455            688          3,248
   Other                                                                  897          2,561            619          4,077
                                                                    ------------------------------------------------------
Total sales to unaffiliated customers                                  26,670         21,215         12,877         60,762

Interest expense, net                                                   8,896            305          1,049         10,250
Depreciation and amortization                                           1,351            537            516          2,404
Losses on store closings and sales                                         60              1             --             61
(Loss) income before income taxes                                     (16,150)         6,147          3,522         (6,481)
Income tax provision                                                   14,592          2,586          1,314         18,492

<CAPTION>
                                                                      United                       United
For the six months ended December 31, 2003                            States         Canada        Kingdom         Total
                                                                    -------------------------------------------------------
<S>                                                                 <C>            <C>            <C>            <C>
Sales to unaffiliated customers:
   Check cashing                                                    $  22,809      $  19,812      $  14,920      $  57,541
   Consumer lending:
     Fees from consumer lending                                        36,720         14,681          8,806         60,207
     Provision for loan losses and adjustment to
        servicing revenue                                             (10,763)        (1,891)        (1,768)       (14,422)
                                                                    ------------------------------------------------------
   Consumer lending, net                                               25,957         12,790          7,038         45,785
   Money transfer fees                                                  2,215          2,865          1,249          6,329
   Other                                                                1,780          5,088          1,229          8,097
                                                                    ------------------------------------------------------
Total sales to unaffiliated customers                                  52,761         40,555         24,436        117,752

Interest expense, net                                                  16,295          1,088          2,051         19,434
Depreciation and amortization                                           2,701          1,093          1,016          4,810
Losses on store closings and sales                                        120              1             --            121
(Loss) income before income taxes                                     (22,735)        11,876          5,621         (5,238)
Income tax provision                                                   14,472          5,413          2,451         22,336
</TABLE>


                                       16
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
As of and for the three months                                     United                          United
 ended December 31, 2004                                           States          Canada          Kingdom          Total
                                                                 ----------------------------------------------------------
<S>                                                              <C>             <C>             <C>             <C>
Identifiable assets                                              $  137,490      $  108,784      $  109,914      $  356,188
Goodwill and other intangibles, net                                  56,498          43,234          57,435         157,167
Sales to unaffiliated customers:
   Check cashing                                                     11,045          11,745           9,943          32,733
   Consumer lending:
     Fees from consumer lending                                      20,676          12,520           6,323          39,519
     Provision for loan losses and adjustment to
        servicing revenue                                            (5,551)         (1,953)         (1,268)         (8,772)
                                                                 ----------------------------------------------------------
   Consumer lending, net                                             15,125          10,567           5,055          30,747
   Money transfer fees                                                1,018           1,736             931           3,685
   Other                                                                903           3,536             782           5,221
                                                                 ----------------------------------------------------------
Total sales to unaffiliated customers                                28,091          27,584          16,711          72,386

Interest expense, net                                                 8,788             268             746           9,802
Depreciation and amortization                                         1,566             800             603           2,969
(Gain) losses on store closings and sales                              (261)            119              --            (142)
(Loss) income before income taxes                                    (9,101)         10,775           4,713           6,387
Income tax provision                                                     53           3,848           1,353           5,254

<CAPTION>
                                                                   United                          United
For the six months ended December 31, 2004                         States          Canada          Kingdom          Total
                                                                 ----------------------------------------------------------
<S>                                                              <C>             <C>             <C>             <C>
Sales to unaffiliated customers:
   Check cashing                                                 $   21,765      $   22,145      $   19,185      $   63,095
   Consumer lending:
     Fees from consumer lending                                      40,369          24,017          12,359          76,745
     Provision for loan losses and adjustment to
        servicing revenue                                           (11,282)         (3,870)         (3,057)        (18,209)
                                                                 ----------------------------------------------------------
   Consumer lending, net                                             29,087          20,147           9,302          58,536
   Money transfer fees                                                2,075           3,357           1,761           7,193
   Other                                                              1,533           6,656           1,530           9,719
                                                                 ----------------------------------------------------------
Total sales to unaffiliated customers                                54,460          52,305          31,778         138,543

Interest expense, net                                                17,395             592           1,484          19,471
Depreciation and amortization                                         3,094           1,490           1,071           5,655

(Gain) losses on store closings and sales                              (175)            119              --             (56)
(Loss) income before income taxes                                   (17,491)         19,238           7,903           9,650
Income tax (benefit) provision                                         (829)          7,089           2,348           8,608
</TABLE>


                                       17
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8. 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 December  31,  2004,  the
Company held put options with an aggregate notional value of $(CAN) 24.0 million
and (pound)(GBP) 4.2 million to protect the currency  exposure in Canada and the
United  Kingdom  throughout  the remainder of fiscal year 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  December  31,  2004 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 six months
ended December 31, 2004. As of December 31, 2004, amounts related to derivatives
qualifying as cash flow hedges amounted to a reduction of  shareholders'  equity
of $320,000 all of which is expected to be  transferred  to earnings in the next
six  months  along  with  the  earnings   effects  of  the  related   forecasted
transactions.  The fair  market  value at  December  31, 2004 was $48,000 and is
included in other assets on the balance sheet.

Although the Company's revolving credit facility and overdraft credit facilities
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.

9. CONTINGENT LIABILITIES

On October 21,  2003, a former  customer,  Kenneth D.  Mortillaro,  commenced an
action against the Company's Canadian  subsidiary on behalf of a purported class
of Canadian  borrowers  (except those  residing in British  Columbia and Quebec)
who,  Mortillaro  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 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. On December 23, 2003, the Company was served
with the statement of claim in an action  brought in the Ontario  Superior Court
of Justice by another former  customer,  Margaret  Smith.  The  allegations  and
putative  class in the Smith action are  substantially  the same as those in the
Mortillaro action. 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 motion to stay the action and to compel arbitration of MacKinnon's
claims, as required by his agreement with the Company,  was denied;  the Company
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.  The
Company  believes  it has  meritorious  defenses  to each of these  actions  and
intends to defend them  vigorously.  Similar class actions have been  threatened
against the Company in other  provinces of Canada,  but the Company has not been
served with the  statements  of claim in any such  actions to date.  The Company
believes that any possible  claims in these  actions,  if they are served,  will
likely be  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,



                                       18
<PAGE>
                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

9. CONTINGENT LIABILITIES (continued)

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.

10. DEFERRED OFFERING COSTS

Through  December 31, 2004, the Company incurred  approximately  $1.8 million of
costs in connection with the initial public offering of its common stock.  These
costs are included in other assets on the Company's  balance sheet.  In January,
2005 the Company  completed the initial public offering of its common stock and,
as a result,  the contribution to shareholders'  equity will be reduced by these
costs in the third quarter (See Note 11).

11. SUBSEQUENT EVENTS

On January 4, 2005, we completed an acquisition  of 17 competitor  stores in the
United Kingdom for an aggregate of approximately $2.7 million.

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  underwriters  have a 30-day option to
purchase  up to  1,125,000  additional  shares of common  stock from the selling
stockholders to cover over-allotments,  if any. The Company will not receive any
proceeds from the sale of its shares by the selling stockholders. 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:


                                       19
<PAGE>

                             DOLLAR FINANCIAL CORP.

          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

11. SUBSEQUENT EVENTS (continued)

<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 ..........................            3.0
Use the remaining proceeds for working capital and general corporate purposes ......................................            6.9
                                                                                                                         ----------
Total use of net proceeds ..........................................................................................     $    109.8
                                                                                                                         ==========
</TABLE>

On January 31, 2005, the Company,  through a wholly-owned  subsidiary,  acquired
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,   LLC  (collectively,
"American").  Assets  acquired  included,  among others,  real property  leases,
inventory,  accounts and notes receivable and intellectual property. The initial
purchase  price was $9.9 million in cash. An additional  $2.4 million is payable
to the sellers in the event that American achieves specified targets in the year
ending  January  31,  2006.  In  determining  the  purchase  price,  the Company
considered,  among other factors, comparable transactions and valuations and the
expected contribution to its earnings.  The acquisition resulted in the addition
of 24  company-owned  stores  located in the State of Louisiana to the Company's
store network.

On February 2, 2005,  the Company  entered into a letter  agreement with certain
members of  management  of the  Company,  relating to certain  loans made by the
Company to certain  members of  management in an aggregate  principal  amount of
approximately  $6.9  million.  Pursuant  to the letter  agreement,  among  other
things,  (i)the  Company  agreed to forgive an aggregate of  approximately  $2.5
million of accrued  interest owed by certain  members of management with respect
to the loans,  and (ii)  certain  members of  management  paid cash or exchanged
shares  of  common  stock  of  Corp.  in full  satisfaction  of the  outstanding
principal amount of such loans.


                                       20
<PAGE>
                             DOLLAR FINANCIAL CORP.
                          SUPPLEMENTAL STATISTICAL DATA

<TABLE>
<CAPTION>
                                                                                  December 31,
Company Operating Data:                                                       2003             2004
                                                                             -----            -----
<S>                                                                          <C>              <C>
Stores in operation:
   Company-owned ...................................................           628              656
   Franchised stores and check cashing merchants ...................           472              474
                                                                             -----            -----

Total ..............................................................         1,100            1,130
                                                                             =====            =====

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

<CAPTION>
                                                                             Three Months Ended              Six Months Ended
                                                                                 December 31,                   December 31,
                                                                         -------------------------       -------------------------
Operating Data:                                                             2003            2004            2003            2004
                                                                         ---------       ---------       ---------       ---------
<S>                                                                      <C>             <C>             <C>             <C>
Face amount of checks cashed (in millions) .........................     $     804       $     883       $   1,574       $   1,699
Face amount of average check .......................................     $  372.07       $  417.84       $  369.68       $  404.97
Face amount of average check (excluding Canada and the United
   Kingdom) ........................................................     $  357.07       $  368.21       $  355.46       $  368.40
Average fee per check ..............................................     $   13.61       $   15.49       $   13.51       $   15.04
Number of checks cashed (in thousands) .............................         2,162           2,113           4,259           4,195

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

<CAPTION>
                                                                              Three Months Ended              Six Months Ended
                                                                                  December 31,                   December 31,
                                                                         -------------------------       -------------------------
Collections Data:                                                           2003            2004            2003            2004
                                                                         ---------       ---------       ---------       ---------
<S>                                                                      <C>             <C>             <C>             <C>
Face amount of returned checks (in thousands) ......................     $   7,316       $   7,895       $  14,951       $  15,496
Collections (in thousands) .........................................        (5,325)         (5,481)        (10,821)        (10,856)
                                                                         ---------       ---------       ---------       ---------
Net write-offs (in thousands) ......................................     $   1,991       $   2,414       $   4,130       $   4,640
                                                                         =========       =========       =========       =========

Collections as a percentage of
   returned checks .................................................          72.8%           69.4%           72.4%           70.1%
Net write-offs as a percentage of
 check cashing revenues ............................................           6.8%            7.4%            7.2%            7.4%
Net write-offs as a percentage of the
   face amount of checks cashed ....................................          0.24%           0.27%           0.26%           0.27%
</TABLE>


                                       21
<PAGE>
The following chart presents a summary of our consumer lending originations,
which includes loan extensions and revenues for the following periods (in
thousands):

<TABLE>
<CAPTION>
                                                                       Three Months Ended                    Six Months Ended
                                                                           December 31,                         December 31,
                                                                   ---------------------------         ---------------------------
                                                                      2003             2004               2003             2004
                                                                   ---------------------------         ---------------------------
<S>                                                                <C>               <C>               <C>               <C>
U.S. company funded consumer loan originations(1) ..........       $  15,928         $  18,507         $  30,196         $  37,069
Canadian company funded consumer loan originations(2) ......          80,364           118,027           155,938           225,168
U.K. company funded consumer loan originations(2) ..........          26,584            42,780            53,023            85,478
                                                                   ---------------------------         ---------------------------
   Total company funded consumer loan originations .........       $ 122,876         $ 179,314         $ 239,157         $ 347,715
                                                                   ===========================         ===========================

Servicing revenues, net ....................................       $  11,905         $  13,868         $  23,318         $  26,018
U.S. company funded consumer loan revenues .................           2,316             2,708             4,472             5,484
Canadian company funded consumer loan revenues .............           7,920            12,522            14,682            24,019
U.K. company funded consumer loan revenues .................           4,574             6,323             8,806            12,359
Provision for loan losses on company funded loans ..........          (2,697)           (4,674)           (5,493)           (9,344)
                                                                   ---------------------------         ---------------------------
   Total consumer lending revenues, net ....................       $  24,018         $  30,747         $  45,785         $  58,536
                                                                   ===========================         ===========================

Gross charge-offs of company funded consumer loans .........       $  11,005         $  16,476         $  22,190         $  32,554
Recoveries of company funded consumer loans ................          (8,392)          (11,912)          (16,706)          (23,380)
                                                                   ---------------------------         ---------------------------
Net charge-offs on company funded consumer loans ...........       $   2,613         $   4,564         $   5,484         $   9,174
                                                                   ===========================         ===========================

Gross charge-offs of company funded consumer loans
   as a percentage of total company funded consumer
   loan originations .......................................             9.0%              9.2%              9.3%              9.4%
Recoveries of company funded consumer loans as a
   percentage of total company funded consumer
   loan originations .......................................             6.9%              6.7%              7.1%              6.8%
Net charge-offs on company funded consumer loans
   as a percentage of total company funded consumer
   loan originations .......................................             2.1%              2.5%              2.2%              2.6%
</TABLE>

(1)   Our company operated stores and document transmitter locations in the
      United States originate company funded and bank funded 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>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                 December 31,
                                                                                          ------------------------
                                                                                            2003            2004
                                                                                          ------------------------
<S>                                                                                           <C>              <C>
U.S. stores originating company funded loans ................................                  43               38
U.S. stores originating bank funded loans ...................................                 275              277
                                                                                          ------------------------
Total U.S. stores originating short-term consumer loans .....................                 318              315
                                                                                          ========================
</TABLE>


                                       22
<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 six
month  periods ended  December 31, 2004 and 2003.  References in this section to
"we," "our," "ours," or "us" are to Dollar Financial Corp. and it's 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 December 31, 2004.

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 form 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.

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 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:

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,  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."


                                       23
<PAGE>
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,
that 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 are 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
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 December  31,  2004 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 did not change significantly
during the periods  ended  December 31, 2004 and  December 31, 2003,  and during
these periods the loss rates on loans  declined.  We serviced $223 million loans
for County  Bank and First Bank  during the first six months of fiscal  2005 and
$204 million  during the first six months of fiscal  2004.  At December 31, 2004
and 2003 the amount of  outstanding  loans were $18.0 million and $16.2 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 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.

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.

                                       24
<PAGE>
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.

Deferred Offering Cost

Through  December 31, 2004, we incurred  approximately  $1.8 million of costs in
connection  with the  public  offering  of our  common  stock.  These  costs are
included in other assets on our balance sheet. In January 2005, we completed the
public  offering  of our common  stock and,  as a result,  the  contribution  to
shareholders' equity will be reduced by these costs in the third quarter.

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>
<CAPTION>
                                                Three Months Ended December 31,                Six Months Ended December 31,
----------------------------------------------------------------------------------------------------------------------------------
                                                                      (Percentage of                              (Percentage of
                                            ($ in thousands)          total revenue)        ($ in thousands)       total revenue)
                                          --------------------      -----------------     --------------------    ---------------
                                            2003        2004         2003       2004        2003        2004       2003     2004
                                          --------    --------      -----       -----     --------    --------    -----     -----
<S>                                       <C>         <C>            <C>         <C>      <C>         <C>          <C>       <C>
Check cashing ........................    $ 29,419    $ 32,733       48.4%       45.2%    $ 57,541    $ 63,095     48.9%     45.5%
Consumer lending revenues, net .......      24,018      30,747       39.5        42.5       45,785      58,536     38.9      42.3
Money transfer fees ..................       3,248       3,685        5.4         5.1        6,329       7,193      5.3       5.2
Other revenue ........................       4,077       5,221        6.7         7.2        8,097       9,719      6.9       7.0
                                          --------    --------      -----       -----     --------    --------    -----     -----
Total revenue ........................    $ 60,762    $ 72,386      100.0%      100.0%    $117,752    $138,543    100.0%    100.0%
                                          ========    ========      =====       =====     ========    ========    =====     =====
</TABLE>

Comparison of the Three Months Ended December 31, 2004 to December 31, 2003

Total  revenues were $72.4 million for the three months ended  December 31, 2004
compared to $60.8  million for the three  months ended  December  31,  2003,  an
increase of $11.6 million or 19.1%.  Comparable  retail store,  franchised store
and document  transmitter sales for the entire period increased $10.8 million or
17.8%.  New store  openings and  acquisitions  accounted for an increase of $1.4
million,  which was partially  offset by a decrease of $523,000 in revenues from
closed stores.

A stronger British pound and Canadian dollar positively impacted revenue by $2.9
million for the quarter.  In addition to the currency  benefit,  revenues in the
United Kingdom for the quarter  increased by $2.6 million  primarily  related to
revenues  from check  cashing and  consumer  loan  products.  Revenues  from our
Canadian  subsidiary  for the quarter  increased $4.7 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 criteria  change
made in fiscal 2005.  Revenues from franchise  fees and royalties  accounted for
$2.4 million,  or 3.4% of total revenues for the three months ended December 31,
2004  compared to $1.9 million,  or 3.2% of total  revenues for the three months
ended December 31, 2003.



                                       25
<PAGE>
Comparison of the Six Months Ended December 31, 2004 to December 31, 2003

Total  revenues were $138.5  million for the six months ended  December 31, 2004
compared to $117.8  million  for the six months  ended  December  31,  2003,  an
increase  of $20.7  million or 17.6%.  Comparable  store,  franchised  store and
document  transmitter  sales for the entire  period  increased  $19.5 million or
16.6%. New store openings accounted for an increase of $2.4 million while closed
stores accounted for a decrease of $1.1 million.

Favorable  foreign currency rates attributed to $5.4 million of the increase for
the six  months.  In addition to the  currency  benefit,  revenues in the United
Kingdom for the six months  ended  December  31, 2004  increased by $4.6 million
primarily  related to revenues from check  cashing and consumer  loan  products.
Revenues from our Canadian subsidiary for the six months ended December 31, 2004
increased  $9.1 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 criteria  change made in fiscal 2005.  Revenues
from franchise fees and royalties  accounted for $4.5 million,  or 3.2% of total
revenues for the six months ended December 31, 2004 compared to $3.6 million, or
3.1% of total revenues for the six months ended December 31, 2003.

Store and Regional Expense Analysis

<TABLE>
<CAPTION>
                                                    Three Months Ended December 31,           Six Months Ended December 31,
--------------------------------------------------------------------------------------------------------------------------------
                                                                      (Percentage of                            (Percentage of
                                                 ($ in thousands)     total revenue)       ($ in thousands)      total revenue)
                                                -----------------   ------------------    -----------------   ------------------
                                                  2003      2004      2003       2004       2003      2004      2003       2004
                                                -------   -------   -------    -------    -------   -------   -------    -------
<S>                                             <C>       <C>          <C>        <C>     <C>       <C>          <C>        <C>
Salaries and benefits .......................   $18,707   $21,217      30.8%      29.3%   $37,484   $41,054      31.8%      29.6%
Occupancy ...................................     4,885     5,603       8.0        7.7      9,749    10,994       8.3        7.9
Depreciation ................................     1,490     1,810       2.5        2.5      2,938     3,553       2.5        2.6
Returned checks .............................     2,347     2,736       3.9        3.8      4,885     5,217       4.2        3.8
Telephone and communications ................     1,431     1,434       2.4        2.0      2,993     2,868       2.5        2.1
Advertising .................................     1,924     2,272       3.1        3.1      3,542     5,095       3.0        3.7
Bank charges ................................       787       977       1.3        1.4      1,890     1,912       1.6        1.3
Armored car services ........................       751       889       1.2        1.2      1,480     1,714       1.3        1.2
Other .......................................     7,428     6,887      12.2        9.5     12,843    13,793      10.9       10.0
                                                -------   -------   -------    -------    -------   -------   -------    -------
Total store and regional expenses ...........   $39,750   $43,825      65.4%      60.5%   $77,804   $86,200      66.1%      62.2%
                                                =======   =======   =======    =======    =======   =======   =======    =======
</TABLE>

Comparison of the Three Months Ended December 31, 2004 to December 31, 2003

Store and  regional  expenses  were $43.8  million  for the three  months  ended
December 31, 2004 compared to $39.8 million for the three months ended  December
31, 2003, an increase of $4.0 million or 10.3%. The impact of foreign currencies
accounted for $1.6 million of the increase.  New store openings accounted for an
increase  of $1.2  million  while  closed  stores  accounted  for a decrease  of
$308,000.  Comparable  retail store and franchised store expenses for the entire
period  increased  $3.5  million.  For the three months ended  December 31, 2004
total store and regional  expenses  decreased to 60.5% of total revenue compared
to 65.4% of total  revenue for the three months ended  December 31, 2003.  After
adjusting  for the impact of the changes in exchange  rates,  store and regional
expenses  increased  $624,000 in Canada,  $1.1 million in the United Kingdom and
$826,000 in the U.S.  The increase in Canada was  primarily  due to increases in
salaries  and in  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 advertising
expenses  associated with the revenue growth accounted for the operating expense
increase in this segment of the business.

Comparison of the Six Months Ended December 31, 2004 to December 31, 2003

Store and regional expenses were $86.2 million for the six months ended December
31, 2004 compared to $77.8  million for the six months ended  December 31, 2003,
an increase of $8.4 million or 10.8%. The impact of foreign currencies accounted
for $2.9 million of the increase.  New store openings  accounted for an increase
of $2.0  million  while  closed  stores  accounted  for a decrease of  $308,000.
Comparable  retail store and  franchised  store  expenses for the entire  period
increased  $9.0 million.  For the six months ended December 31, 2004 total store


                                       26
<PAGE>
and regional  expenses  decreased to 62.2% of total revenue compared to 66.1% of
total revenue for the six months ended  December 31, 2003.  After  adjusting for
the  impact of the  changes  in  exchange  rates,  store and  regional  expenses
increased  $2.3 million in Canada,  $2.0 million in the United  Kingdom and $1.1
million in the U.S.  The  increase in Canada was  primarily  due to increases of
$1.1  million  in  salaries,   $474,000  in  occupancy  expenses,   $411,000  in
advertising costs and $293,000 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 $624,000 in salaries,
$353,000 in  occupancy  costs,  $568,000 in  advertising  and  $493,000 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.

Other Expense Analysis

<TABLE>
<CAPTION>
                                                  Three Months Ended December 31,                 Six Months Ended December 31,
-----------------------------------------------------------------------------------------------------------------------------------

                                                                    (Percentage of                                  (Percentage of
                                              ($ in thousands)       total revenue)          ($ in thousands)       total revenue)
                                             ------------------    -------------------      ------------------    -----------------
                                              2003        2004       2003        2004         2003       2004       2003      2004
                                             -------    -------    -------     -------      -------    -------    -------   -------
<S>                                          <C>        <C>           <C>         <C>       <C>        <C>           <C>       <C>
Corporate expenses ......................    $ 7,126    $11,104       11.7%       15.3%     $14,367    $20,648       12.2%     14.9%
Management fee ..........................        287        251        0.5         0.3          537        528        0.5       0.4
Losses (gain) on store closings and sales         61       (142)       0.1        (0.2)         121        (56)       0.1        --
Other depreciation and amortization .....        914      1,159        1.5         1.6        1,872      2,102        1.6       1.5
Interest expense ........................     10,250      9,802       16.9        13.5       19,434     19,471       16.5      14.1
Loss on extinguishment of debt ..........      8,855         --       14.6          --        8,855         --        7.5        --
Income tax provision ....................     18,492      5,254       30.4         7.3       22,336      8,608       19.0       6.2
</TABLE>

Comparison of the Three Months Ended December 31, 2004 to December 31, 2003

Corporate Expenses

Corporate  expenses were $11.1  million for the three months ended  December 31,
2004 compared to $7.1 million for the three months ended  December 31, 2003. For
the three months ended December 31, 2004,  corporate expenses increased to 15.3%
of total revenues compared to 11.7% of total revenues for the three months ended
December 31, 2003. The increase is primarily attributable to salaries, benefits,
and incentives  attributable  to growth of the Company's  foreign  operations as
well as the addition of "bench"  strength  positions  to support the  continuing
expansion of our store base and breadth of products and  services.  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  second  quarter of  $650,000.  Also,  the  Company  expensed
$600,000  in the  current  quarter  related  to the  termination  of a  deferred
compensation plan.

Management Fees

Management  fees were  $251,000 for the three  months  ended  December 31, 2004,
compared  to  $287,000  for  the  three  months  ended  December  31,  2003.  In
conjunction  with our initial public offering on January 28, 2005, we authorized
$2.5 million to pay a fee to terminate a management servicer agreement among the
Company, OPCO and Leonard Green & Partners L.P.

Losses (Gain) on Store Closings and Sales

Losses  (gain) on store  closings and sales was a gain of $142,000 for the three
months  ended  December  31,  2004  compared  to a loss of $61,000 for the three
months ended December 31, 2003.  The sale of five Oregon stores  accounted for a
gain of $245,000 for the three months ended December 31, 2004.

Loss on Extinguishment of Debt

On November 13, 2003, OPCO issued $220 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.


                                       27
<PAGE>

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

<TABLE>
<S>                                                                              <C>
      Call Premium:
               Dollar Financial Group, Inc. 10.875% Senior Notes                 $  1.98
               Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes       0.73
      Write-off of previously capitalized deferred issuance costs, net              6.14
                                                                                 -------

      Loss on extinguishment of debt                                             $  8.85
                                                                                 =======
</TABLE>

Interest Expense

Interest  expense was $9.8 million for the three months ended  December 31, 2004
compared to $10.3  million for the three  months  ended  December  31,  2003,  a
decrease of $500,000 or 4.4%.  The  decrease in interest  was due to declines of
$253,000 in interest on our revolving credit  facility,  $300,000 in interest on
our  collateralized  borrowing  that was in place in fiscal 2004 and $990,000 of
interest paid in the three months ended  December 31, 2004 on OPCO's old 10.875%
senior  notes for the 30 day period  subsequent  to its issuance on November 13,
2003 of $220 million principal amount of new 9.75% senior notes. OPCO elected to
effect 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 to the December 13, 2003 redemption  date. The decline in our revolving
credit facility is a result of using a portion of the proceeds from the issuance
of the new notes to pay down the entire outstanding  revolving credit balance on
November 13, 2003. Offsetting these aforementioned  decreases was a $1.5 million
increase in interest on the  incremental  long-term debt  outstanding  after the
refinancing which is offset, in part, by a decline of approximately $200,000 due
to the  reduction  in the  long-term  fixed  borrowing  rate  subsequent  to the
refinancing.

Income Tax Provision

The  provision  for income  taxes was $5.3  million for the three  months  ended
December 31, 2004  compared to a provision of $18.5 million for the three months
ended  December  31,  2003.  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 82.2% for the three
months ended  December 31, 2004 and (285.3)% for the three months ended December
31,  2003.  Due to the  restructuring  of our debt in fiscal  2004,  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 were
reduced by a valuation  allowance of $31.2 million at December 31, 2004 of which
$3.8  million was  provided  for in the three  months  ended  December 31, 2004.
Following  our  refinancing  in November  2003,  we no longer accrue U.S. tax on
foreign earnings. The amount of such tax was $431,000 for the three months ended
December 31, 2003.

Comparison of the Six Months Ended December 31, 2004 to December 31, 2003

Corporate Expenses

Corporate expenses were $20.6 million for the six months ended December 31, 2004
compared  to $14.4  million  for the six months  ended  December  31,  2003,  an
increase of $6.2 million or 43.7%.  The increase is  primarily  attributable  to
salaries,  benefits,  and  incentives  attributable  to growth of the  Company's
foreign  operations  as well as the  addition of "bench"  strength  positions to
support the  continuing  expansion of our store base and breadth of products and
services. 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 second  quarter of  $650,000.  Also,  the Company
expensed  $600,000  in the  current  quarter  related  to the  termination  of a
deferred compensation plan.

Management Fees

Management  fees were  $528,000  for the six months  ended  December  31,  2004,
compared to $537,000 for the six months ended December 31, 2003.

Losses (Gain) on Store Closings and Sales

Losses  (gain) on store  closings  and sales was a gain of  $56,000  for the six
months  ended  December  31, 2004  compared to a loss of $121,000  for the three
months ended December 31, 2003. The sale of 5 Oregon stores accounted for a gain
of $245,000 for the six months ended December 31, 2004.

                                       28
<PAGE>
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.

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

<TABLE>
<S>                                                                              <C>
      Call Premium:
               Dollar Financial Group, Inc. 10.875% Senior Notes                 $  1.98
               Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes       0.73
      Write-off of previously capitalized deferred issuance costs, net              6.14
                                                                                 -------

      Loss on extinguishment of debt                                             $  8.85
                                                                                 =======
</TABLE>

Interest Expense

Interest  expense was $19.5  million for the six months ended  December 31, 2004
compared  to $19.4  million  for the six months  ended  December  31,  2003,  an
increase  of  $100,000  or  0.2%.  The  increased  interest  on the  incremental
long-term  debt  outstanding  after the  refinancing  accounted for $4.2 million
offset, in part, by a decline of approximately  $500,000 due to the reduction in
the long-term fixed borrowing rate subsequent to the refinancing. Offsetting the
aforementioned  net  increase  were  declines  of  $784,000  in  interest on our
revolving credit facility,  $600,000 in interest on our collateralized borrowing
that was in place in fiscal 2004 and $1.2 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. In addition to these declines,  $990,000 of
interest paid in the three months ended  December 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 effect  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 to the December 13, 2003  redemption  date. The decline in our
revolving  credit  facility is a result of using a portion of the proceeds  from
the  issuance  of the new  notes to pay down the  entire  outstanding  revolving
credit balance on November 13, 2003.

Income Taxes

The  provision  for  income  taxes was $8.6  million  for the six  months  ended
December 31, 2004  compared to a provision of $22.3 million for the three months
ended  December  31,  2003.  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 89.2% for the six months
ended December 31, 2004 and (426.4)% for the six months ended December 31, 2003.
Due to the  restructuring of our debt in fiscal 2004,  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 were reduced by
a  valuation  allowance  of $31.2  million at  December  31,  2004 of which $6.8
million was provided for in the six months  ended  December 31, 2004.  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 six  months  ended
December 31, 2003.

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
six months ended December 31, 2004,  cash and cash  equivalents  increased $18.8
million.  Net cash provided by operations was $9.8 million.  The increase in net
cash  provided by  operations  was  primarily  the result of improved  operating
results and the impact of the timing of  settlements  from fiscal 2003 to fiscal
2004 related to our loan servicing arrangements with County Bank and First Bank.


                                       29
<PAGE>
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.

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.  The  underwriters  have a 30-day  option  to  purchase  up to  1,125,000
additional  shares  of  common  stock  from the  selling  stockholders  to cover
over-allotments,  if any.  We will 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>
<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 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 ..........        3.0
Use the remaining proceeds for working capital and general corporate purposes ......................        6.9
                                                                                                        -------
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 $9.8 million for the six months
ended  December 31, 2004  compared to cash  provided of $5.5 million for the six
months ended  December 31, 2003. The increase in net cash provided by operations
was  primarily  the result of improved  operating  results and the impact of the
timing of  settlements  from  fiscal  2003 to fiscal  2004  related  to our loan
servicing arrangements with County Bank and First Bank.

Net cash used in investing activities for the six months ended December 31, 2004
was $6.2  million  compared to a usage of $3.1  million for the six months ended
December  31, 2003.  For the six months ended  December 31, 2004 we made capital
expenditures of $5.6 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 50 to 55 new stores.


                                       30
<PAGE>
Net cash provided by financing  activities for the six months ended December 31,
2004 was $10.8  million  compared to a usage of $6.2  million for the six months
ended  December 31, 2003. The cash provided in the six months ended December 31,
2004 was a result of an increase in the  borrowings  under our bank  facilities.
The use of cash in the six  months  ended  December  31,  2003 was a result of a
decrease in the borrowings under our bank facilities offset somewhat by net cash
from the refinancing activities discussed above.

At December 31, 2004 we had $1.1 million in excess of our  short-term  borrowing
needs.

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 the
     new facility, the commitment under the new 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
     asset disposals. Under the new facility, up to $20.0 million may be used in
     connection with letters of credit.  OPCO's borrowing capacity under the new
     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
     December 31, 2004,  the borrowing  capacity was $38.8 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 December 31, 2004.  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 December  31, 2004,  long term debt  consisted of $241.1
million  principal  amount of OPCO's  9.75%  senior notes due November 15, 2011,
$45.6  million  principal  amount of our 16.0% senior notes due May 15, 2012 and
$44.7 million principal amount of our 13.95% senior  subordinated  notes due May
15, 2012 and $55,000 of other long term debt.

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 December 31, 2004,  excluding
periodic interest payments, include the following:

<TABLE>
<CAPTION>
                                                                            Payments Due by Period (in thousands)
                                                        ----------------------------------------------------------------------------
                                                                        Less than           1 - 3            4 - 5          After 5
                                                         Total            1 Year            Years            Years           Years
                                                        --------        ---------         --------         --------         --------
<S>                                                     <C>              <C>              <C>              <C>              <C>
Long-term debt:
     9.75% Senior Notes due 2011(1) ...........         $241,096         $     --         $     --         $     --         $241,096
     16.0% Senior Notes due 2012 ..............           45,554               --               --               --           45,554
     13.95% Senior Subordinated Notes
       due 2012 ...............................           44,661               --               --               --           44,661
Operating leases ..............................           67,511           17,362           25,941           14,883            9,325
Other .........................................               55               55               --               --               --
                                                        --------         --------         --------         --------         --------

Total contractual cash obligations ............         $398,877         $ 17,417         $ 25,941         $ 14,883         $340,636
                                                        ========         ========         ========         ========         ========
</TABLE>

--------------------------------------------------------------------------------
(1)   $1,096 is the unamortized premium on the 9.75% Senior Notes due 2011.


                                       31
<PAGE>
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
fund our  liquidity and capital  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 increased check cashing  revenues,  growth in the consumer  lending
business,  the maturity of recently opened stores and the continued expansion of
new stores. 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
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

December 31, 2004 compared to June 30, 2004

Cash and cash  equivalents  increased to $88.1 million at December 31, 2004 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 $39.3  million at December  31, 2004 from $32.9
million at June 30, 2004 due primarily to increases in installment loans of $4.4
million and pawn of $1.0 million.

Income taxes receivable decreased to $5.6 million at December 31, 2004 from $6.1
million at June 30, 2004 related primarily to the timing of receipts.

Goodwill and other  intangibles  increased  $8.1 million from $149.1  million at
June 30,  2004 to $157.2  million at December  31, 2004 due to foreign  currency
translation adjustments of $7.4 million and an acquisition of $700,000.

Foreign  income taxes  payable  decreased  from $6.0 million at June 30, 2004 to
$5.3 million at December 31, 2004 due primarily to the timing of payments.

Accrued  expenses  increased  to $22.3  million at December  31, 2004 from $17.9
million  at June 30,  2004 due  primarily  to the  timing  of  accrued  payroll,
increased accrued professional fees, accrued management fees and other operating
expense accruals.

Revolving  credit  facilities and long-term  debt  increased  $17.4 million from
$325.0  million at June 30, 2004 to $342.4  million at December  31,  2004.  The
increase is due to an $11.0  million draw down on the U.S. bank facility and the
election to capitalize $6.5 million of interest on our 16% senior notes due 2012
and our 13.95% senior subordinated notes due 2012.

Total shareholders'  deficit decreased $15.6 million to $35.3 million from $50.9
million due to foreign  translation  adjustments  and our net income for the six
months ended December 31, 2004.

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.

                                       32
<PAGE>
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.

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
require instead that compensation  expense be recognized based on the fair value
on the date of the grant.  Additional footnote  disclosures will be required and
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,
our plans,  earnings  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 and financial  trends that we
believe may affect our  financial  condition,  results of  operations,  business
strategy and financial  needs.  They can be affected by inaccurate  assumptions,
including the risks,  uncertainties  and  assumptions.  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.

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.

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  and  senior  subordinated  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.

                                       33
<PAGE>
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 December 31, 2004,  we held put
options with an aggregate notional value of $(CAN) 24.0 million and (pound)(GBP)
4.2 million to protect the  currency  exposure in Canada and the United  Kingdom
throughout  the  remainder  of  fiscal  year  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 December 31, 2004 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 six months ended  December 31, 2004.  As of December 31, 2004,
amounts  related to  derivatives  qualifying  as cash flow hedges  amounted to a
reduction  of  shareholders'  equity of $320,000  all of which is expected to be
transferred  to earnings in the next six months along with the earnings  effects
of the related  forecasted  transactions.  The fair market value at December 31,
2004 was $48,000 and is included in other assets on the balance sheet.

     Canadian  operations  accounted for  approximately  199.4% of  consolidated
pre-tax  earnings  for the six months ended  December  31,  2004,  and 226.7% of
consolidated  pre-tax  earnings for the six months ended December 31, 2003. U.K.
operations  accounted for approximately  81.9% of consolidated  pre-tax earnings
for the  six  months  ended  December  31,  2004  and  approximately  107.3%  of
consolidated  pre-tax  earnings for the six months ended  December 31, 2003.  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 $28.7  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  $2.7 million for the six months ended  December 31, 2004 and $1.8
million for the six months  ended  December  31,  2003.  This impact  represents
nearly  28.1% of our  consolidated  pre-tax  earnings  for the six months  ended
December  31, 2004 and 33.4% of our  consolidated  pre-tax  earnings for the six
months ended December 31, 2003.

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 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 December 31, 2004 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 October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an
action  against  our  Canadian  subsidiary  on  behalf of a  purported  class of
Canadian  borrowers  (except those residing in British Columbia and Quebec) who,

                                       34
<PAGE>
Mortillaro   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  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.  On December 23, 2003, we were served with the statement of claim
in an action brought in the Ontario  Superior Court of Justice by another former
customer, Margaret Smith. The allegations and putative class in the Smith action
are substantially the same as those in the Mortillaro action. 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 motion to stay the action and to compel  arbitration of
MacKinnon's  claims,  as  required  by his  agreement  with us, was  denied;  we
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. We believe
we have meritorious  defenses to each of these actions and intend to defend them
vigorously.  Similar  class  actions  have been  threatened  against us in other
provinces of Canada, but we have not been served with the statements of claim in
any such actions to date. We believe that any possible  claims in these actions,
if they are served, will likely be 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  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 Sale 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.

                                       35
<PAGE>
     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>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                Underwriting         Expenses Paid to
                               Discounts and            or for the
                                Commissions            Underwriters       Other Expenses           Total Expenses
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                          <C>           <C>                    <C>
Dollar Financial Corp.           $8,263,500                   --            $3,000,000(1)          $11,263,500(1)
-----------------------------------------------------------------------------------------------------------------
Selling Stockholder                 136,500                   --                    --                 136,500
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated expenses.

     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.

     We  have  not  made  any  specific  plans  with  respect  to the use of the
remaining net proceeds of the  offering.  We will use the remaining net proceeds
from the offering for working capital and general corporate purposes.

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.


                                       36
<PAGE>
Item 6. Exhibits

(a)   Exhibits

      Exhibit No.                 Description of Document

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

      3.1(ii)     Amended and Restated Bylaws of Dollar Financial Corp.*

      10.1        Dollar Financial Corp. 2005 Stock Incentive Plan*

      10.2        Form of Stock Option Agreement for 2005 Stock Incentive Plan

      10.3        Form of Stock Option Grant Notice for 2005 Stock Incentive
                  Plan

      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.


                                       37
<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: February 11, 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.


                                       38