##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 25, 2010

or



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

For the transition period from
 to

Commission file number 333-122531

THE MONEY TREE INC

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2171386                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

114 South Broad Street

Bainbridge, Georgia 39817

(Address, including zip code, of principal executive offices)

Registrants telephone number, including area code (229) 246-6536

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.                                        
                    þ  Yes   ̈ 
 No

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 ̈  Yes  þ  No

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the
last practicable date.



|                                    |  |                             
|----------------------------------- |  | ----------------------------
|Class                               |  | Outstanding at June 25, 2010
|Class A, Voting
Class B, Non-Voting |  | 2,686 Shares
26,860 Shares  



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##### Table of Contents

THE MONEY TREE INC.

FORM 10-Q

June 25, 2010

TABLE OF CONTENTS

Index to Financial Statements



|         |  |                                                                                                              |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|Item
No. |  |                                                                                                              |  | Page
|         |  |                                                                                                             
|         |  | PART I  FINANCIAL INFORMATION                                                                               |  |     
|         |  |                                                                                                             
|1        |  | Financial Statements                                                                                         |  |     
|         |  |                                                                                                             
|         |  | Consolidated Balance Sheets as of June 25, 2010 (Unaudited) and September 25, 2009                           |  | 3   
|         |  |                                                                                                             
|         |  | Consolidated Statements of Operations for the three and nine months ended June 25, 2010 and 2009 (Unaudited) |  | 4   
|         |  |                                                                                                             
|         |  | Consolidated Statements of Cash Flows for the nine months ended June 25, 2010 and 2009 (Unaudited)           |  | 5   
|         |  |                                                                                                             
|         |  | Notes to Consolidated Financial Statements (Unaudited)                                                       |  | 7   
|         |  |                                                                                                             
|2        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 19  
|         |  |                                                                                                             
|3        |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 34  
|         |  |                                                                                                             
|4        |  | Controls and Procedures                                                                                      |  | 34  
|         |  |                                                                                                             
|         |  | PART II  OTHER INFORMATION                                                                                  |  |     
|         |  |                                                                                                             
|1        |  | Legal Proceedings                                                                                            |  | 35  
|         |  |                                                                                                             
|1A       |  | Risk Factors                                                                                                 |  | 35  
|         |  |                                                                                                             
|2        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                  |  | 35  
|         |  |                                                                                                             
|3        |  | Defaults Upon Senior Securities                                                                              |  | 35  
|         |  |                                                                                                             
|4        |  | (Removed and Reserved)                                                                                       |  | 35  
|         |  |                                                                                                             
|5        |  | Other Information                                                                                            |  | 35  
|         |  |                                                                                                             
|6        |  | Exhibits                                                                                                     |  | 35  



2



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##### Table of Contents

PART I

Item 1  Financial Statements

The Money Tree Inc. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                    |  |               |             |   |                    |   |             |  
|--------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                                                                    |  | June 25, 2010 |             |   | September 25, 2009 |  
|                                                                                                    |  | (Unaudited)   |             |   |                    |  
|Assets                                                                                              |  |               |             |   |                    |   |             |  
|                                                                                                    |  |              
|Cash and cash equivalents                                                                           |  | $             | 1,360,040   |   |                    | $ | 2,921,777   |  
|Finance receivables, net                                                                            |  |               | 39,755,925  |   |                    |   | 47,356,095  |  
|Other receivables                                                                                   |  |               | 464,301     |   |                    |   | 716,661     |  
|Inventory                                                                                           |  |               | 1,007,331   |   |                    |   | 2,201,966   |  
|Property and equipment, net                                                                         |  |               | 3,696,429   |   |                    |   | 4,226,555   |  
|Other assets                                                                                        |  |               | 650,721     |   |                    |   | 1,831,146   |  
|Total assets                                                                                        |  | $             | 46,934,747  |   |                    | $ | 59,254,200  |  
|                                                                                                    |  |               |             |   |                    |   |             |  
|                                                                                                    |  |              
|Liabilities and Shareholders Deficit                                                               |  |               |             |   |                    |   |             |  
|                                                                                                    |  |              
|Liabilities                                                                                         |  |               |             |   |                    |   |             |  
|Accounts payable and other accrued liabilities                                                      |  | $             | 2,091,319   |   |                    | $ | 2,489,269   |  
|Accrued interest payable                                                                            |  |               | 13,458,094  |   |                    |   | 13,462,931  |  
|Senior debt                                                                                         |  |               | 447,737     |   |                    |   | 326,517     |  
|Variable rate subordinated debentures                                                               |  |               | 68,819,538  |   |                    |   | 73,602,821  |  
|Demand notes                                                                                        |  |               | 3,192,427   |   |                    |   | 3,146,707   |  
|Total liabilities                                                                                   |  |               | 88,009,115  |   |                    |   | 93,028,245  |  
|                                                                                                    |  |              
|Commitments and contingencies (see Note 10)                                                         |  |               |             |   |                    |   |             |  
|                                                                                                    |  |              
|Shareholders deficit                                                                               |  |               |             |   |                    |   |             |  
|Common stock:                                                                                       |  |               |             |   |                    |   |             |  
|Class A voting, no par value; 500,000 shares authorized, 2,686 shares issued and outstanding        |  |               | 1,677,647   |   |                    |   | 1,677,647   |  
|Class B non-voting, no par value; 1,500,000 shares authorized, 26,860 shares issued and outstanding |  |               | -           |   |                    |   | -           |  
|Accumulated deficit                                                                                 |  |               | (42,752,015 | ) |                    |   | (35,451,692 | )
|Total shareholders deficit                                                                         |  |               | (41,074,368 | ) |                    |   | (33,774,045 | )
|Total liabilities and shareholders deficit                                                         |  | $             | 46,934,747  |   |                    | $ | 59,254,200  |  
|                                                                                                    |  |               |             |   |                    |   |             |  



See accompanying notes to consolidated financial statements.

3



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Operations



|                                                                              |  |                             |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|----------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | -------------------------- | - | ---------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                              |  | Three months ended June 25, |            |   | Nine months ended June 25, |  
|                                                                              |  | 2010                        |            |   | 2009                       |   |            | 2010 |  |   | 2009        |  
|                                                                              |  | (Unaudited)                 |            |   | (Unaudited)                |  
|                                                                              |  |                             |            |   | (Restated)                 |   |            |      |  |   | (Restated)  |  
|Interest and fee income                                                       |  | $                           | 2,845,052  |   |                            | $ | 3,872,277  |      |  | $ | 9,236,616   |   |  | $ | 12,172,715  |  
|Interest expense                                                              |  |                             | (1,687,079 | ) |                            |   | (1,939,546 | )    |  |   | (5,265,680  | ) |  |   | (5,725,612  | )
|Net interest and fee income before provision for credit losses                |  |                             | 1,157,973  |   |                            |   | 1,932,731  |      |  |   | 3,970,936   |   |  |   | 6,447,103   |  
|Provision for credit losses                                                   |  |                             | (703,524   | ) |                            |   | (2,641,942 | )    |  |   | (2,993,497  | ) |  |   | (7,532,463  | )
|Net revenue (loss) from interest and fees after provision for credit losses   |  |                             | 454,449    |   |                            |   | (709,211   | )    |  |   | 977,439     |   |  |   | (1,085,360  | )
|Insurance commissions                                                         |  |                             | 1,146,861  |   |                            |   | 1,818,195  |      |  |   | 3,916,997   |   |  |   | 6,649,854   |  
|Commissions from motor club memberships from company owned by related parties |  |                             | 279,907    |   |                            |   | 479,391    |      |  |   | 1,041,465   |   |  |   | 1,268,941   |  
|Delinquency fees                                                              |  |                             | 288,452    |   |                            |   | 364,710    |      |  |   | 1,020,557   |   |  |   | 1,199,443   |  
|Other income                                                                  |  |                             | 78,665     |   |                            |   | 117,817    |      |  |   | 342,600     |   |  |   | 451,642     |  
|Net revenue before retail sales                                               |  |                             | 2,248,334  |   |                            |   | 2,070,902  |      |  |   | 7,299,058   |   |  |   | 8,484,520   |  
|                                                                              |  |                             |            |  
|Retail sales                                                                  |  |                             | 1,810,228  |   |                            |   | 3,946,598  |      |  |   | 7,927,868   |   |  |   | 12,389,036  |  
|Cost of sales                                                                 |  |                             | (1,114,053 | ) |                            |   | (2,505,061 | )    |  |   | (4,895,239  | ) |  |   | (8,004,609  | )
|Gross margin on retail sales                                                  |  |                             | 696,175    |   |                            |   | 1,441,537  |      |  |   | 3,032,629   |   |  |   | 4,384,427   |  
|                                                                              |  |                             |            |  
|Net revenues                                                                  |  |                             | 2,944,509  |   |                            |   | 3,512,439  |      |  |   | 10,331,687  |   |  |   | 12,868,947  |  
|Operating expenses                                                            |  |                             |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Personnel expense                                                             |  |                             | (2,872,421 | ) |                            |   | (3,942,382 | )    |  |   | (10,017,032 | ) |  |   | (12,111,242 | )
|Facilities expense                                                            |  |                             | (903,500   | ) |                            |   | (955,614   | )    |  |   | (2,896,650  | ) |  |   | (2,971,855  | )
|General and adminstrative expenses                                            |  |                             | (543,047   | ) |                            |   | (791,917   | )    |  |   | (1,806,969  | ) |  |   | (2,422,799  | )
|Other operating expenses                                                      |  |                             | (969,300   | ) |                            |   | (1,203,066 | )    |  |   | (2,930,410  | ) |  |   | (4,322,056  | )
|Total operating expenses                                                      |  |                             | (5,288,268 | ) |                            |   | (6,892,979 | )    |  |   | (17,651,061 | ) |  |   | (21,827,952 | )
|Net operating loss                                                            |  |                             | (2,343,759 | ) |                            |   | (3,380,540 | )    |  |   | (7,319,374  | ) |  |   | (8,959,005  | )
|Gain on sale of property and equipment                                        |  |                             | 4,909      |   |                            |   | 465        |      |  |   | 19,051      |   |  |   | 84,958      |  
|Loss before income tax expense                                                |  |                             | (2,338,850 | ) |                            |   | (3,380,075 | )    |  |   | (7,300,323  | ) |  |   | (8,874,047  | )
|Income tax expense                                                            |  |                             | -          |   |                            |   | -          |      |  |   | -           |   |  |   | -           |  
|                                                                              |  |                             |            |  
|Net loss                                                                      |  | $                           | (2,338,850 | ) |                            | $ | (3,380,075 | )    |  | $ | (7,300,323  | ) |  | $ | (8,874,047  | )
|                                                                              |  |                             |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|                                                                              |  |                             |            |  
|Net loss per common share, basic and diluted                                  |  | $                           | (79.16     | ) |                            | $ | (114.40    | )    |  | $ | (247.08     | ) |  | $ | (300.35     | )
|                                                                              |  |                             |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|                                                                              |  |                             |            |  
|Weighted average shares outstanding                                           |  |                             | 29,546     |   |                            |   | 29,546     |      |  |   | 29,546      |   |  |   | 29,546      |  
|                                                                              |  |                             |            |   |                            |   |            |      |  |   |             |   |  |   |             |  



See accompanying notes to consolidated financial statements.

4



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Cash Flows



|                                                                            |  |             |             |   |            |   |             |  
|--------------------------------------------------------------------------- |  | ----------- | ----------- | - | ---------- | - | ----------- | -
|Nine months ended June 25,                                                  |  | 2010        |             |   | 2009       |  
|                                                                            |  | (Unaudited) |            
|                                                                            |  |             |             |   | (Restated) |  
|Cash flows from operating activities                                        |  |             |             |   |            |   |             |  
|Net loss                                                                    |  | $           | (7,300,323  | ) |            | $ | (8,874,047  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |             |             |   |            |   |             |  
|Provision for credit losses                                                 |  |             | 2,993,497   |   |            |   | 7,532,463   |  
|Depreciation                                                                |  |             | 572,490     |   |            |   | 670,073     |  
|Amortization                                                                |  |             | 254         |   |            |   | 3,452       |  
|Gain on sale of property and equipment                                      |  |             | (19,051     | ) |            |   | (84,958     | )
|Change in assets and liabilities:                                           |  |             |             |   |            |   |             |  
|Other receivables                                                           |  |             | 252,360     |   |            |   | (20,319     | )
|Inventory                                                                   |  |             | 1,194,635   |   |            |   | 611,123     |  
|Other assets                                                                |  |             | 1,180,171   |   |            |   | 115,830     |  
|Accounts payable and other accrued liabilities                              |  |             | (397,950    | ) |            |   | (902,819    | )
|Accrued interest payable                                                    |  |             | (4,837      | ) |            |   | (1,120,008  | )
|                                                                            |  |            
|Net cash used in operating activities                                       |  |             | (1,528,754  | ) |            |   | (2,069,210  | )
|                                                                            |  |            
|Cash flows from investing activities                                        |  |             |             |   |            |   |             |  
|Finance receivables originated                                              |  |             | (32,526,417 | ) |            |   | (45,583,370 | )
|Finance receivables repaid                                                  |  |             | 37,133,090  |   |            |   | 46,305,444  |  
|Purchase of property and equipment                                          |  |             | (123,944    | ) |            |   | (568,779    | )
|Proceeds from sale of property and equipment                                |  |             | 100,631     |   |            |   | 487,215     |  
|                                                                            |  |            
|Net cash provided by investing activities                                   |  |             | 4,583,360   |   |            |   | 640,510     |  
|                                                                            |  |            
|Cash flows from financing activities                                        |  |             |             |   |            |   |             |  
|Net proceeds (repayments) on:                                               |  |             |             |   |            |   |             |  
|Senior debt                                                                 |  |             | 121,220     |   |            |   | 176,746     |  
|Demand notes                                                                |  |             | 45,720      |   |            |   | (640,012    | )
|Proceeds-variable rate subordinated debentures                              |  |             | 4,693,866   |   |            |   | 5,141,731   |  
|Repayments-variable rate subordinated debentures                            |  |             | (9,477,149  | ) |            |   | (13,366,336 | )
|Net cash used in financing activities                                       |  |             | (4,616,343  | ) |            |   | (8,687,871  | )
|                                                                            |  |            
|Net change in cash and cash equivalents                                     |  |             | (1,561,737  | ) |            |   | (10,116,571 | )
|                                                                            |  |            
|Cash and cash equivalents, beginning of period                              |  |             | 2,921,777   |   |            |   | 12,541,302  |  
|Cash and cash equivalents, end of period                                    |  | $           | 1,360,040   |   |            | $ | 2,424,731   |  
|                                                                            |  |             |             |   |            |   |             |  



See accompanying notes to consolidated financial statements.

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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)



|                                                  |  |             |           |      |   |          
|------------------------------------------------- |  | ----------- | --------- | ---- | - | ---------
|Nine months ended June 25,                        |  | 2010        |           | 2009
|                                                  |  | (Unaudited)
|                                                  |  |            
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION: |  |             |           |      |   |          
|                                                  |  |            
|Cash paid during the period for:                  |  |             |           |      |   |          
|Interest                                          |  | $           | 5,209,161 |      | $ | 6,784,264
|                                                  |  |             |           |      |   |          



See accompanying notes to consolidated financial statements.

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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1  BASIS OF PRESENTATION

The consolidated financial statements of The Money Tree Inc., a Georgia corporation, and all of its subsidiaries (collectively, the
Company) included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). Certain information and footnote disclosure normally
included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted. For a description of significant accounting policies used by the Company in the preparation of its
consolidated financial statements, see Note 2 to the Consolidated Financial Statements in the Companys fiscal 2009 Annual Report on Form 10-K/A.

The consolidated financial statements include the accounts of the Company after eliminating all significant intercompany transactions and
reflect all normal, recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations of the Company in conformity with GAAP for the interim periods reported. The results of operations
for the three and nine months ended June 25, 2010 and 2009 are not necessarily indicative of the results for the full fiscal year.

Restated Results of Operations

The Company restated its previously reported consolidated financial information for the three and nine months ended June, 25, 2009 to
correct errors in the consolidated financial statements related to the determination of provision for credit losses and net loss. In addition, the following Notes to the Consolidated Financial Statements contain restated consolidated financial data
related to the above periods: 1, 2, 4 and 12. Summarized restated amounts for the three and nine months ended June 25, 2009 have previously been included in the amended Annual Report filed on Form 10-K/A on May 28, 2010. These restated
consolidated financial statements supersede the Companys previously issued consolidated financial statements reported in the Companys Form 10-Q filed with the SEC on August 10, 2009. These changes are summarized below:



|                                         |  |   |             |   |  |   |            |   |  |   |             |  
|---------------------------------------- |  | - | ----------- | - |  | - | ---------- | - |  | - | ----------- | -
|                                         |  |   | As reported |   |  |   | Adjustment |   |  |   | As restated |  
|For the three months ended June 25, 2009 |  |   |             |   |  |   |            |   | 
|Provision for credit losses              |  | $ | (2,506,052  | ) |  | $ | (135,890   | ) |  | $ | (2,641,942  | )
|Net loss                                 |  | $ | (3,244,185  | ) |  | $ | (135,890   | ) |  | $ | (3,380,075  | )
|                                         |  |  
|For the nine months ended June 25, 2009  |  |   |             |   |  |   |            |   | 
|Provision for credit losses              |  | $ | (6,639,178  | ) |  | $ | (893,285   | ) |  | $ | (7,532,463  | )
|Net loss                                 |  | $ | (7,980,762  | ) |  | $ | (893,285   | ) |  | $ | (8,874,047  | )

The adjustments to net
loss above resulted in a corresponding decrease in finance receivables, net and the accumulated deficit. The Company determined that its policy with respect to consumer bankrupt accounts did not sufficiently reserve for loan losses at the time that
customers filed for bankruptcy, and thus did not accurately reflect the likelihood that such accounts eventually would be charged off. After analyzing its consumer bankruptcy portfolio, management of the Company has decided that consumer bankrupt
accounts should be charged off fully (i.e. removed from the loan portfolio) within 30 days after receipt of the notice of bankruptcy filing.



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)



NOTE 2  NATURE OF BUSINESS

The business of The Money Tree Inc. and subsidiaries consists of: the operation of finance company offices in 93 locations throughout
Georgia, Alabama, Louisiana and Florida; sales of merchandise (principally furniture, appliances, and electronics) at certain finance company locations; and the operation of two used automobile dealerships in Georgia. The Company also earns revenues
from commissions on premiums written for certain insurance products, when requested by loan customers, as an agent for a non-affiliated insurance company. Revenues are also generated from commissions on the sales of automobile club memberships from
a company owned by related parties and commissions from sales of prepaid telephone service and prepaid cellular services.

The
Companys loan portfolio consists of consumer sales finance contracts receivables, auto sales finance contracts and direct consumer loan receivables. Consumer sales finance contracts receivables consist principally of retail installment sale
contracts collateralized primarily by consumer goods sold by our consumer good dealerships, subject to credit approval, in the locations where the Company operates offices. Auto sales finance contracts receivables are motor vehicle installment
contracts collateralized by motor vehicles sold by our auto segment dealerships. Direct consumer loan receivables are loans originated directly to customers for general use, which are collateralized by existing automobiles or consumer goods, or are
unsecured. The average term of direct consumer loans is less than seven months.

The accompanying consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The operations of the Company reflect continued pressure from an
uncertain economy and the negative impact of the turmoil in the credit markets. For the nine months ended June 25, 2010 and 2009, respectively, the Company incurred net losses of $7,300,323 and $8,874,047 and as of June 25, 2010 and
September 25, 2009, had a shareholders deficit of $41,074,368 and $33,774,045, respectively. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period of
time.

The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, originate new loans and ultimately attain successful operations. The Company has closely monitored and managed its liquidity position, understanding that this is of critical importance, especially in the
current economic environment; however, the current economic environment makes the cash forecast difficult to predict. Therefore, we have substantially curtailed the amount of funds we have been loaning to our customers and are focusing on
collections to increase cash flow and address our current cash flow problems.

During the nine months ended June 25,
2010, two items impacted our ability to generate cash flows. First, the Company tightened its risk management controls related to new loans, resulting in a decrease in loan originations of $13.1 million from the same period in the prior year.
Second, for the period from January 26, 2010 through the date on which our registration statements on Form S-1 were declared effective by the SEC (July 2, 2010), the Company temporarily suspended our offerings of variable rate subordinated
debentures and subordinated demand notes for sale in compliance with Section 10(a)(3) of the Securities Act of 1933, as amended.

We believe the cash flow from our operations, coupled with sales of the debentures and demand notes, will be sufficient to cover our
liquidity needs and cash flow requirements during fiscal 2010. However, there can be no assurances that the Company will sell any debentures or demand notes or that our other actions to preserve cash flows will be successful. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



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Notes to Consolidated Financial Statements (Unaudited)



NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-20,
Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The amendments to the FASB Accounting Standards Codification (FASB ASC) will enhance the current
disclosure requirements to assist users of financial statements in assessing an entitys credit risk exposure and evaluating the adequacy of an entitys allowance for credit losses. ASU 2010-20 requires entities to disclose the nature of
credit risk inherent in their finance receivables, the procedure for analyzing and assessing credit risk, and the changes in both the receivables and the allowance for credit losses by portfolio segment and class. ASU 2010-20 is effective for
interim and annual reporting periods ending on or after December 15, 2010. We are currently evaluating the impact, if any, this guidance will have on our consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part
of a Pool That Is Accounted for as a Single Asset. This ASU codifies the consensus reached in EITF Issue No. 09-I, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.
The amendments to the FASB ASC provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be
considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 is effective prospectively for
modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a
one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit
deterioration. We are currently evaluating the impact, if any, this guidance will have on our consolidated financial statements.

In June 2009, the FASB issued revised guidance to improve the reporting for the transfer of financial assets resulting from
(1) practices that have developed since the issuance of previous guidance that are not consistent with the original intent and key requirements of that guidance and (2) concerns of financial statement users that many of the financial
assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. These revisions to FASB ASC 860, Transfers and Servicing, must be applied as of the beginning of each
reporting entitys first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited.
We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

In
June 2009, the FASB issued revised guidance to require an enterprise to qualitatively assess the determination of the primary beneficiary of a variable interest entity (VIE) based on whether the entity (1) has the power to direct the activities
of a VIE that most significantly impact the entitys economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. These
revisions to FASB ASC 810, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, also require an ongoing reconsideration of the primary beneficiary, and amend the events that trigger a reassessment
of whether an entity is a VIE. Enhanced disclosures are also required to provide information about an enterprises involvement in a VIE. This guidance is effective at the start of an entitys first annual reporting period beginning after
November 15, 2009. We are currently evaluating the impact, if any, this guidance will have on our consolidated financial statements.



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NOTE 4  FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

Finance receivables consisted of the following:



|                                                       |  |               |             |   |                    |   |            
|------------------------------------------------------ |  | ------------- | ----------- | - | ------------------ | - | -----------
|                                                       |  | June 25, 2010 |             |   | September 25, 2009
|                                                       |  |               | (Unaudited) |   |                    |   |            
|                                                       |  |              
|Finance receivables, direct consumer                   |  | $             | 15,485,288  |   |                    | $ | 20,098,661 
|Finance receivables, consumer sales finance            |  |               | 13,510,348  |   |                    |   | 16,663,172 
|Finance receivables, auto sales finance                |  |               | 25,818,056  |   |                    |   | 30,151,923 
|Total gross finance receivables                        |  |               | 54,813,692  |   |                    |   | 66,913,756 
|Unearned insurance commissions                         |  |               | (1,815,765  | ) |                    |   | (1,996,614)
|Unearned finance charges                               |  |               | (6,989,275  | ) |                    |   | (9,243,875)
|Accrued interest receivable                            |  |               | 404,532     |   |                    |   | 608,209    
|                                                      
|Finance receivables, beforeallowance for credit losses |  |               | 46,413,184  |   |                    |   | 56,281,476 
|Allowance for credit losses                            |  |               | (6,657,259  | ) |                    |   | (8,925,381)
|Finance receivables, net                               |  | $             | 39,755,925  |   |                    | $ | 47,356,095 
|                                                       |  |               |             |   |                    |   |            
|                                                       |  |               |             |   |                    |   |            

An analysis of the allowance for credit losses is as
follows:



|                                                  |  |                                                   |             |                                                 |   |                                                   |  |   |            |  
|------------------------------------------------- |  | ------------------------------------------------- | ----------- | ----------------------------------------------- | - | ------------------------------------------------- |  | - | ---------- | -
|                                                  |  | As of and for the
nine months ended
June 25, 2010 |             | As of and for the
year ended
September 25, 2009 |   | As of and for the
nine months ended
June 25, 2009 | 
|                                                  |  | (Unaudited)                                       |             |                                                 |   | (Unaudited)                                       | 
|                                                  |  |                                                   |             |                                                 |   | (Restated)                                        | 
|                                                  |  |                                                   |            
|Beginning balance                                 |  | $                                                 | 8,925,381   |                                                 | $ | 8,813,728                                         |  | $ | 8,813,728  |  
|                                                  |  |                                                   |            
|Provisions for credit losses                      |  |                                                   | 2,993,497   |                                                 |   | 10,613,619                                        |  |   | 7,532,463  |  
|                                                  |  |                                                   |            
|Charge-offs                                       |  |                                                   |             |                                                 |   |                                                   |  |   |            |  
|Direct consumer                                   |  |                                                   | (4,049,347) |                                                 |   | (8,589,238)                                       |  |   | (6,139,126 | )
|Consumer sales finance                            |  |                                                   | (2,036,727) |                                                 |   | (3,966,748)                                       |  |   | (3,694,777 | )
|Auto sales finance                                |  |                                                   | (1,189,851) |                                                 |   | (1,768,170)                                       |  |   | (1,129,519 | )
|                                                  |  |                                                   |            
|Recoveries - non-file insurance (direct consumer) |  |                                                   | 1,440,782   |                                                 |   | 2,795,483                                         |  |   | 2,397,583  |  
|Recoveries - other                                |  |                                                   | 672,221     |                                                 |   | 963,918                                           |  |   | 728,607    |  
|                                                  |  |                                                   |            
|Other                                             |  |                                                   | (98,697)    |                                                 |   | 62,789                                            |  |   | 60,409     |  
|                                                  |  |                                                   |            
|Ending balance                                    |  | $                                                 | 6,657,259   |                                                 | $ | 8,925,381                                         |  | $ | 8,569,368  |  
|                                                  |  |                                                   |             |                                                 |   |                                                   |  |   |            |  



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NOTE 5  INVENTORY

Inventory consisted of the following:



|                                 |  |               |           |                    |   |          
|-------------------------------- |  | ------------- | --------- | ------------------ | - | ---------
|                                 |  | June 25, 2010 |           | September 25, 2009
|                                 |  | (Unaudited)   |           |                   
|Used automobiles                 |  | $             | 423,910   |                    | $ | 1,159,473
|Home furnishings and electronics |  |               | 583,421   |                    |   | 1,042,493
|Total inventory                  |  | $             | 1,007,331 |                    | $ | 2,201,966
|                                 |  |               |           |                    |   |          



NOTE 6  ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

Accounts payable and other accrued liabilities consisted of the following:



|                                                     |  |               |           |                    |   |          
|---------------------------------------------------- |  | ------------- | --------- | ------------------ | - | ---------
|                                                     |  | June 25, 2010 |           | September 25, 2009
|                                                     |  | (Unaudited)   |           |                   
|Accounts payable                                     |  | $             | 441,404   |                    | $ | 150,144  
|Insurance payable, loan related                      |  |               | 335,345   |                    |   | 414,470  
|Accrued payroll                                      |  |               | 396,587   |                    |   | 472,772  
|Accrued payroll taxes                                |  |               | 29,985    |                    |   | 35,642   
|Sales tax payable                                    |  |               | 827,805   |                    |   | 1,072,007
|Other liabilities                                    |  |               | 60,193    |                    |   | 344,234  
|                                                     |  |              
|Total accounts payable and other accrued liabilities |  | $             | 2,091,319 |                    | $ | 2,489,269
|                                                     |  |               |           |                    |   |          



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NOTE 7  DEBT

Debt consisted of the following:



|                                                                                                                                                                                                                                                                                                                                                |  |               |            |                    |   |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | ------------------ | - | ----------
|                                                                                                                                                                                                                                                                                                                                                |  | June 25, 2010 |            | September 25, 2009
|                                                                                                                                                                                                                                                                                                                                                |  | (Unaudited)   |            |                   
|Senior debt: due to banks and commercial finance companies, collateralized by inventory and finance receivables, and certain notes include
personal guarantees of a shareholder, interest at prime plus 2%, due 2010. The carrying values of the collateral at June 25, 2010 and September 25, 2009 were $4,144,160 and $362,206, respectively. |  | $             | 447,737    |                    | $ | 326,517   
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Total senior debt                                                                                                                                                                                                                                                                                                                               |  |               | 447,737    |                    |   | 326,517   
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Variable rate subordinated debentures issued by The Money Tree of Georgia Inc.: due to individuals, unsecured, interest at 4.25% to 9.6%, due at various dates through
2013.                                                                                                                                                                    |  |               | 25,395,841 |                    |   | 30,730,844
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Variable rate subordinated debentures issued by The Money Tree Inc.: due to individuals, unsecured, interest at 6.0% to 8.7%, due at various
dates through 2013.                                                                                                                                                                                |  |               | 43,423,697 |                    |   | 42,871,977
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Total subordinated debentures                                                                                                                                                                                                                                                                                                                   |  |               | 68,819,538 |                    |   | 73,602,821
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Demand notes issued by The Money Tree of Georgia Inc.: due to individuals, unsecured, interest at 3.0% to 4.0%, due on demand.                                                                                                                                                                                                                  |  |               | 313,386    |                    |   | 441,747   
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Demand notes issued by The Money Tree Inc.: due to individuals, unsecured, interest at 3.0% to 4.0%, due on demand.                                                                                                                                                                                                                             |  |               | 2,879,041  |                    |   | 2,704,960 
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Total demand notes                                                                                                                                                                                                                                                                                                                              |  |               | 3,192,427  |                    |   | 3,146,707 
|                                                                                                                                                                                                                                                                                                                                                |  |              
|Total debt                                                                                                                                                                                                                                                                                                                                      |  | $             | 72,459,702 |                    | $ | 77,076,045
|                                                                                                                                                                                                                                                                                                                                                |  |               |            |                    |   |           



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Notes to Consolidated Financial Statements (Unaudited)



NOTE 8  INCOME TAXES

At the end of each quarter, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal
year and uses that rate in providing for income taxes on a current year-to-date basis.

NOTE 9  RELATED PARTY TRANSACTIONS

Martin Family Group, L.L.L.P. owns the real estate of thirteen branch offices, one used car lot, and the Companys
principal executive offices. The estate of the Companys founder and former CEO is a limited partner of Martin Family Group, L.L.L.P. and also is the holder of the majority of the Companys common stock (see Note 13  Subsequent
Events for the current ownership of the Companys common stock). A Company shareholder is the president of Martin Investments, Inc. which is the managing general partner of Martin Family Group, L.L.L.P. The Company has entered into lease
agreements whereby rent is paid monthly for use of these locations. In addition, Martin Sublease, L.L.C., leases, and then subleases to the Company, another 42 branch office locations, one used car lot and one used car administrative office for
amounts greater than are paid in the underlying leases. This spread is generally to cover property operating cost or improvements made directly by these entities. In the opinion of management, rates paid for these leases are comparable to those
obtained from third parties. As noted above, a Company shareholder is the President of Martin Investments, Inc., which ultimately controls Martin Sublease, L.L.C. Total rents paid were $1,485,573 and $1,642,956 for the nine months and $445,471 and
$540,272 for the three months ended June 2010 and 2009, respectively, and are included in operating expense in the accompanying unaudited consolidated statements of operations.

The Company receives commissions from sales of motor club memberships from an entity owned by the Companys President and late
founders three children (of which one is a Director), pursuant to an Agency Sales Agreement. Commissions earned on the sale of these memberships were $1,041,465 and $1,268,941 for the nine months and $279,907 and $479,391 for the three months
ended June 25, 2010 and 2009, respectively.

The Company also engages from time to time in other transactions with
related parties. Refer to the Related Party Transactions disclosure in the notes to the Companys Consolidated Financial Statements as of and for the year ended September 25, 2009.



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NOTE 10  CONTINGENT LIABILITIES

The Company is a party to litigation arising in the normal course of business. With respect to all such lawsuits, claims, and
proceedings, the Company establishes reserves when it is probable a liability has been incurred and the amount can reasonably be estimated. In the opinion of management, the resolution of such matters will not have a material effect on the financial
position, cash flows or results of operations of the Company.

NOTE 11  DISCRETIONARY BONUSES

From time to time, the Company pays discretionary bonuses to its employees. The amount of these bonuses charged to operating expenses was
$1,137,529 and $1,817,239 for the nine months and $179,520 and $520,490 for the three months ended June 25, 2010 and 2009, respectively.

NOTE 12  SEGMENT FINANCIAL INFORMATION

FASB ASC 280, Segment Reporting, requires companies to determine segments based on how management makes decisions about
allocating resources to segments and measuring their performance. The Company has two reportable segments: Consumer Finance and Sales and Automotive Finance and Sales.

Consumer finance and sales segment

This segment is comprised of the original core operations of the Company representing the small consumer loan business in the four states
in which the Company operates. The 93 offices that make up this segment are similar in size and in the markets they serve. All, with few exceptions, offer consumer goods for sale acting as an agent for another subsidiary of the Company, Home
Furniture Mart Inc., which is aggregated in this segment since its sales are generated through these finance offices. This segment is structured with branch management reporting through a regional management level to an operational manager and
ultimately to the chief operating decision maker.

Automotive finance and sales segment

This segment is comprised of two used automobile sales locations and offers financing in conjunction with these sales. These locations
target similar customers in the Bainbridge, GA and Dublin, GA markets and surrounding areas who generally cannot qualify for traditional financing. The sales and the financing organizations are aggregated in the segment. A general manager is
responsible for sales and finance administration at each of the locations and reports to an operational manager and ultimately to the chief operating decision maker.

Accounting policies of the segments are the same as those described in the summary of significant accounting policies in the
Companys Annual Report on Form 10-K/A. Performance is measured by various factors such as segment profit, loan volumes and delinquency and loss management. All corporate expenses are allocated to the segments. Provision for income taxes are
not allocated to segments.



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NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)



|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|---------------------------------------------- |  | ---------------------------------------- | ------- | - | ------------------------------------------ | - | ------ | -------------- |  | - | ------- | -
|Nine months ended
June 25, 2010                |  | Consumer Finance        &
Sales Division |         |   | Automotive Finance        &
Sales Division |   |        | Total
Segments | 
|In Thousands                                   |  | (Unaudited)                              |         |   | (Unaudited)                                |   |        |                | 
|Net revenues (loss) before retail sales        |  | $                                        | 7,956   |   |                                            | $ | (657   | )              |  | $ | 7,299   |  
|                                               |  |                                          |        
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Gross margin on retail sales                   |  |                                          | 1,765   |   |                                            |   | 1,268  |                |  |   | 3,033   |  
|                                               |  |                                          |        
|Operating expenses                             |  |                                          | (15,409 | ) |                                            |   | (2,242 | )              |  |   | (17,651 | )
|Operating loss                                 |  | $                                        | (5,688  | ) |                                            | $ | (1,631 | )              |  | $ | (7,319  | )
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|                                               |  |                                          |        
|June 25, 2010                                  |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|In Thousands                                   |  |                                          |         |   |                                            |   |        |                | 
|Assets:                                        |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Total assets for reportable segments           |  | $                                        | 23,962  |   |                                            | $ | 21,288 |                |  | $ | 45,250  |  
|                                               |  |                                          |        
|Cash and cash equivalents at corporate level   |  |                                          |         |   |                                            |   |        |                |  |   | (269    | )
|Other receivables at corporate level           |  |                                          |         |   |                                            |   |        |                |  |   | 464     |  
|Property and equipment, net at corporate level |  |                                          |         |   |                                            |   |        |                |  |   | 839     |  
|Other assets at corporate level                |  |                                          |         |   |                                            |   |        |                |  |   | 651     |  
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Consolidated Assets                            |  |                                          |         |   |                                            |   |        |                |  | $ | 46,935  |  
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  



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NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)



|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|---------------------------------------------- |  | ---------------------------------------- | ------- | - | ------------------------------------------ | - | ------ | -------------- |  | - | ------- | -
|Nine months ended
June 25, 2009                |  | Consumer Finance        &
Sales Division |         |   | Automotive Finance        &
Sales Division |   |        | Total
Segments | 
|In Thousands                                   |  | (Unaudited)                              |         |   | (Unaudited)                                |   |        |                | 
|                                               |  | (Restated)                               |         |   |                                            |   |        | (Restated)     | 
|                                               |  |                                          |        
|Net revenues (loss) before retail sales        |  | $                                        | 8,805   |   |                                            | $ | (320   | )              |  | $ | 8,485   |  
|                                               |  |                                          |        
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Gross margin on retail sales                   |  |                                          | 2,335   |   |                                            |   | 2,049  |                |  |   | 4,384   |  
|                                               |  |                                          |        
|Operating expenses                             |  |                                          | (19,155 | ) |                                            |   | (2,673 | )              |  |   | (21,828 | )
|Operating loss                                 |  | $                                        | (8,015  | ) |                                            | $ | (944   | )              |  | $ | (8,959  | )
|                                               |  |                                          |        
|June 25, 2009                                  |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|In Thousands                                   |  |                                          |         |   |                                            |   |        |                | 
|                                               |  | (Restated)                               |         |   |                                            |   |        | (Restated)     | 
|Assets:                                        |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Total assets for reportable segments           |  | $                                        | 33,811  |   |                                            | $ | 25,803 |                |  | $ | 59,614  |  
|                                               |  |                                          |        
|Cash and cash equivalents at corporate level   |  |                                          |         |   |                                            |   |        |                |  |   | 258     |  
|Other receivables at corporate level           |  |                                          |         |   |                                            |   |        |                |  |   | 977     |  
|Property and equipment, net at corporate level |  |                                          |         |   |                                            |   |        | 1,044          | 
|Other assets at corporate level                |  |                                          |         |   |                                            |   |        |                |  |   | 2,379   |  
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  
|Consolidated Assets                            |  |                                          |         |   |                                            |   |        |                |  | $ | 64,272  |  
|                                               |  |                                          |         |   |                                            |   |        |                |  |   |         |  



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NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)



|                                               |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|---------------------------------------------- |  | ---------------------------------------- | ------ | - | ------------------------------------------ | - | ------ | -------------- | - | - | ------ | -
|Three months ended
June 25, 2010               |  | Consumer Finance        &
Sales Division |        |   | Automotive Finance        &
Sales Division |   |        | Total
Segments |  
|In Thousands                                   |  | (Unaudited)                              |        |   | (Unaudited)                                |   |        |                |  
|Net revenues (loss) before retail sales        |  | $                                        | 2,605  |   |                                            | $ | (357   | )              |   | $ | 2,248  |  
|                                               |  |                                          |       
|                                               |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|Gross margin on retail sales                   |  |                                          | 286    |   |                                            |   | 410    |                |   |   | 696    |  
|                                               |  |                                          |       
|Operating expenses                             |  |                                          | (4,659 | ) |                                            |   | (629   | )              |   |   | (5,288 | )
|Operating loss                                 |  | $                                        | (1,768 | ) |                                            | $ | (576   | )              |   | $ | (2,344 | )
|                                               |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|                                               |  |                                          |       
|June 25, 2010                                  |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|In Thousands                                   |  |                                          |        |   |                                            |   |        |                |  
|Assets:                                        |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|Total assets for reportable segments           |  | $                                        | 23,962 |   |                                            | $ | 21,288 |                |   | $ | 45,250 |  
|                                               |  |                                         
|Cash and cash equivalents at corporate level   |  |                                          |        |   |                                            |   |        | (269           | )
|Other receivables at corporate level           |  |                                          |        |   |                                            |   |        |                |   |   | 464    |  
|Property and equipment, net at corporate level |  |                                          |        |   |                                            |   |        | 839            |  
|Other assets at corporate level                |  |                                          |        |   |                                            |   |        |                |   |   | 651    |  
|                                               |  |                                          |        |   |                                            |   |        |                |   |   |        |  
|Consolidated Assets                            |  |                                          |        |   |                                            |   |        |                |   | $ | 46,935 |  
|                                               |  |                                          |        |   |                                            |   |        |                |   |   |        |  



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NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)



|                                               |  |                                          |        |   |                                            |   |        |                |  |   |        |  
|---------------------------------------------- |  | ---------------------------------------- | ------ | - | ------------------------------------------ | - | ------ | -------------- |  | - | ------ | -
|Three months ended
June 25, 2009               |  | Consumer Finance        &
Sales Division |        |   | Automotive Finance        &
Sales Division |   |        | Total
Segments | 
|In Thousands                                   |  | (Unaudited)                              |        |   | (Unaudited)                                |   |        |                | 
|                                               |  | (Restated)                               |        |   |                                            |   |        | (Restated)     | 
|                                               |  |                                          |       
|Net revenues (loss) before retail sales        |  | $                                        | 2,215  |   |                                            | $ | (144   | )              |  | $ | 2,071  |  
|                                               |  |                                          |       
|                                               |  |                                          |        |   |                                            |   |        |                |  |   |        |  
|Gross margin on retail sales                   |  |                                          | 736    |   |                                            |   | 705    |                |  |   | 1,441  |  
|                                               |  |                                          |       
|Operating expenses                             |  |                                          | (5,993 | ) |                                            |   | (900   | )              |  |   | (6,893 | )
|Operating loss                                 |  | $                                        | (3,042 | ) |                                            | $ | (339   | )              |  | $ | (3,381 | )
|                                               |  |                                          |       
|June 25, 2009                                  |  |                                          |        |   |                                            |   |        |                |  |   |        |  
|In Thousands                                   |  |                                          |        |   |                                            |   |        |                | 
|                                               |  | (Restated)                               |        |   |                                            |   |        | (Restated)     | 
|Assets:                                        |  |                                          |        |   |                                            |   |        |                |  |   |        |  
|Total assets for reportable segments           |  | $                                        | 33,811 |   |                                            | $ | 25,803 |                |  | $ | 59,614 |  
|                                               |  |                                          |       
|Cash and cash equivalents at corporate level   |  |                                          |        |   |                                            |   |        |                |  |   | 258    |  
|Other receivables at corporate level           |  |                                          |        |   |                                            |   |        |                |  |   | 977    |  
|Property and equipment, net at corporate level |  |                                          |        |   |                                            |   |        | 1,044          | 
|Other assets at corporate level                |  |                                          |        |   |                                            |   |        |                |  |   | 2,379  |  
|                                               |  |                                          |        |   |                                            |   |        |                |  |   |        |  
|Consolidated Assets                            |  |                                          |        |   |                                            |   |        |                |  | $ | 64,272 |  
|                                               |  |                                          |        |   |                                            |   |        |                |  |   |        |  

NOTE 13  SUBSEQUENT EVENTS

The Company has registered with the Securities and Exchange Commission on Form S-1 Registration Statements $75,000,000 of Series B
Variable Rate Subordinated Debentures (Commission File No. 333-157701) and $35,000,000 of Subordinated Demand Notes (Commission File No. 333-157700). The Post-Effective Amendments to these Registration Statements were declared effective on
July 2, 2010. These securities have also been registered with the State of Georgia.

Between July 2, 2010 and
July 25, 2010, the Company sold $3.8 million of debentures and $0.8 million of demand notes. For the period from June 26, 2010 to July 25, 2010 the Company redeemed $2.5 million of debentures and $0.5 million of demand notes. These
include amounts that were redeemed through our subsidiary, The Money Tree of Georgia Inc.

On August 2, 2010, Bradley D.
Bellville, the Companys President and current Chairman, purchased a controlling equity interest in the Company. Mr. Bellville purchased 1,962 shares of our Class A voting common stock and 8,954 shares of our Class
B non-voting common stock, which represents 73.05% and 33.34%, respectively, of the total of such shares outstanding. Mr. Bellville purchased the shares from the Vance R. Martin GST Exempt Family Trust f/b/o W. Derek Martin, our former
Chairman and the son of the Companys founder.



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

Forward-Looking Statements

The discussion set forth below, as well as other portions of this quarterly report, contains forward-looking statements
within the meaning of federal securities law. Words such as may, will, expect, anticipate, believe, estimate, continue, predict, or other similar words,
identify forward-looking statements. Forward-looking statements include statements regarding our managements intent, belief or current expectation about, among other things, trends affecting the markets in which we operate, our business, our
financial condition and our growth strategies. Although we believe that the expectation reflected in these forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance and
involve risks and uncertainties. Actual results may differ materially from those predicted in the forward-looking statements as a result of various factors, including, but not limited to, those risk factors set forth in our Annual Report on Form
10-K/A filed with the Securities and Exchange Commission on May 28, 2010. Other factors not identified herein could also have such an effect. If any of these risk factors occur, they could have an adverse effect on our business, financial
condition and results of operations. When considering forward-looking statements keep these risks in mind. These forward-looking statements are made as of the date of this filing. You should not place undo reliance on any forward-looking statement.
We are not obligated to update forward-looking statements and will not update any forward-looking statements in this quarterly report to reflect future events or developments.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and related
notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements, Selected Consolidated Financial Data and Managements Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report on Form 10-K/A as of and for the year ended September 25, 2009.

Overview

We make consumer finance loans and provide other financial products and services through our branch
offices in Georgia, Alabama, Louisiana and Florida. We sell retail merchandise, principally furniture, appliances and electronics, at certain of our branch office locations and operate two used automobile dealerships in the State of Georgia. We also
offer insurance products, prepaid phone services and automobile club memberships to our loan customers. Over the past few months, we consolidated eight of our branch offices into other locations due to overlapping service coverage. These
consolidations occurred in cities where we operated either two or three branch offices or had one branch office that was in close proximity to another branch office and believed operational cost savings would be realized in these consolidations. We
believe that this had a minimal effect on overall revenues or customer loyalty and allowed us to allocate capital resources more efficiently. We will continue to evaluate other locations for future consolidations.



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We fund our consumer loan demand through a combination of cash collections
from our consumer loans, proceeds raised from the sale of debentures and demand notes and loans from various banks and other financial institutions. Our consumer loan business consists of making, purchasing and servicing direct consumer loans,
consumer sales finance contracts and motor vehicle installment sales contracts. Direct consumer loans generally serve individuals with limited access to other sources of consumer credit, such as banks, savings and loans, other consumer finance
businesses and credit cards. Direct consumer loans are general loans made typically to people who need money for some unusual or unforeseen expense, for the purpose of paying off an accumulation of small debts or for the purchase of furniture and
appliances. The following table sets forth certain information about the components of our finance receivables for the periods presented:

Description of Loans and Contracts

|                                           |  |                                                |            |   |                                               |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------ |  | ---------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                           |  | As of, or for, the Three 
MonthsEnded June 25, |            |   | As of, or for, the Nine 
MonthsEnded June 25, |  
|                                           |  | 2010                                           |            |   | 2009                                          |   |            | 2010 |  |   | 2009       |  
|                                           |  |                                                |            |   | (Restated)                                    |   |            |      |  |   | (Restated) |  
|Direct Consumer Loans:                     |  |                                                |            |   |                                               |   |            |      |  |   |            |   |  |   |            |  
|Number of Loans Made to New Borrowers      |  |                                                | 4,578      |   |                                               |   | 6,569      |      |  |   | 17,461     |   |  |   | 26,811     |  
|Number of Loans Made to Former Borrowers   |  |                                                | 14,684     |   |                                               |   | 18,482     |      |  |   | 44,228     |   |  |   | 48,309     |  
|Number of Loans Made to Existing Borrowers |  |                                                | 10,942     |   |                                               |   | 12,602     |      |  |   | 35,464     |   |  |   | 38,028     |  
|Total Number of Loans Made                 |  |                                                | 30,204     |   |                                               |   | 37,653     |      |  |   | 97,153     |   |  |   | 113,148    |  
|Total Volume of Loans Made                 |  | $                                              | 7,775,824  |   |                                               | $ | 12,449,295 |      |  | $ | 28,495,693 |   |  | $ | 38,976,533 |  
|Average Size of Loans Made                 |  | $                                              | 257        |   |                                               | $ | 331        |      |  | $ | 293        |   |  | $ | 344        |  
|Number of Loans Outstanding                |  |                                                | 38,889     |   |                                               |   | 56,363     |      |  |   | 38,889     |   |  |   | 56,363     |  
|Total of Loans Outstanding                 |  | $                                              | 15,485,288 |   |                                               | $ | 25,188,384 |      |  | $ | 15,485,288 |   |  | $ | 25,188,384 |  
|Percent of Loans Outstanding               |  |                                                | 28.25      | % |                                               |   | 35.31      | %    |  |   | 28.25      | % |  |   | 35.31      | %
|Average Balance on Outstanding Loans       |  | $                                              | 398        |   |                                               | $ | 447        |      |  | $ | 398        |   |  | $ | 447        |  
|                                           |  |                                                |            |  
|Auto Sales Finance Contracts:              |  |                                                |            |   |                                               |   |            |      |  |   |            |   |  |   |            |  
|Total Number of Contracts Made             |  |                                                | 91         |   |                                               |   | 191        |      |  |   | 342        |   |  |   | 576        |  
|Total Volume of Contracts Made             |  | $                                              | 1,492,396  |   |                                               | $ | 3,571,697  |      |  | $ | 5,706,762  |   |  | $ | 10,619,059 |  
|Average Size of Contracts Made             |  | $                                              | 16,400     |   |                                               | $ | 18,700     |      |  | $ | 16,686     |   |  | $ | 18,436     |  
|Number of Contracts Outstanding            |  |                                                | 2,576      |   |                                               |   | 2,767      |      |  |   | 2,576      |   |  |   | 2,767      |  
|Total of Contracts Outstanding             |  | $                                              | 25,818,056 |   |                                               | $ | 30,492,713 |      |  | $ | 25,818,056 |   |  | $ | 30,492,713 |  
|Percent of Total Loans and Contracts       |  |                                                | 47.10      | % |                                               |   | 42.75      | %    |  |   | 47.10      | % |  |   | 42.75      | %
|Average Balance on Outstanding Contracts   |  | $                                              | 10,023     |   |                                               | $ | 11,020     |      |  | $ | 10,023     |   |  | $ | 11,020     |  
|                                           |  |                                                |            |  
|Consumer Sales Finance Contracts:          |  |                                                |            |   |                                               |   |            |      |  |   |            |   |  |   |            |  
|Number of Contracts Made to New Customers  |  |                                                | 223        |   |                                               |   | 483        |      |  |   | 1,231      |   |  |   | 1,801      |  
|Number of Loans Made to Former Customers   |  |                                                | 8          |   |                                               |   | 19         |      |  |   | 31         |   |  |   | 61         |  
|Number of Loans Made to Existing Customers |  |                                                | 466        |   |                                               |   | 919        |      |  |   | 2,142      |   |  |   | 2,611      |  
|Total Contracts Made                       |  |                                                | 697        |   |                                               |   | 1,421      |      |  |   | 3,404      |   |  |   | 4,473      |  
|Total Volume of Contracts Made             |  | $                                              | 2,022,451  |   |                                               | $ | 4,436,879  |      |  | $ | 10,470,506 |   |  | $ | 13,470,769 |  
|Number of Contracts Outstanding            |  |                                                | 6,098      |   |                                               |   | 6,745      |      |  |   | 6,098      |   |  |   | 6,745      |  
|Total of Contracts Outstanding             |  | $                                              | 13,510,348 |   |                                               | $ | 15,644,082 |      |  | $ | 13,510,348 |   |  | $ | 15,644,082 |  
|Percent of Total Loans and Contracts       |  |                                                | 24.65      | % |                                               |   | 21.94      | %    |  |   | 24.65      | % |  |   | 21.94      | %
|Average Balance of Outstanding Contracts   |  | $                                              | 2,216      |   |                                               | $ | 2,319      |      |  | $ | 2,216      |   |  | $ | 2,319      |  



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Below is a table showing our total gross outstanding finance receivables:



|                          |  |                |            |            |   |           
|------------------------- |  | -------------- | ---------- | ---------- | - | ----------
|                          |  | As of June 25,
|                          |  | 2010           |            | 2009      
|                          |  |                |            | (Restated)
|Total Finance Receivables |  |                |            |            |   |           
|Outstanding (gross):      |  |                |            |            |   |           
|                          |  |               
|Direct Consumer Loans     |  | $              | 15,485,288 |            | $ | 25,188,384
|Auto Sales Finance        |  |                | 25,818,056 |            |   | 30,492,713
|Consumer Sales Finance    |  |                | 13,510,348 |            |   | 15,644,082
|                          |  |                |            |            |   |           
|                          |  |               
|Total Gross Outstanding   |  | $              | 54,813,692 |            | $ | 71,325,179
|                          |  |                |            |            |   |           

Below is a roll-forward of the balance
of each category of our outstanding finance receivables. Loans originated reflect the gross amount of loans made or purchased during the period presented inclusive of pre-computed interest, fees and insurance premiums. Collections represent cash
receipts in the form of repayments made on our loans as reflected in our Consolidated Statements of Cash Flows. Refinancings represent the amount of the pay off of loans refinanced. Charge-offs represent the gross amount of loans charged off as
uncollectible. Rebates/other adjustments primarily represent reductions to gross loan amounts of precomputed interest and insurance premiums resulting from loans refinanced and other loans paid off before maturity.



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|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|--------------------------------- |  | ---------------------------------- | ----------- | - | --------------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                  |  | For the Three MonthsEnded June 25, |             |   | For the Nine MonthsEnded June 25, |  
|                                  |  | 2010                               |             |   | 2009                              |   |             | 2010 |  |   | 2009        |  
|                                  |  |                                    |             |   | (Restated)                        |   |             |      |  |   | (Restated)  |  
|                                  |  |                                    |             |  
|Direct Consumer Loans:            |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - beginning               |  | $                                  | 17,940,537  |   |                                   | $ | 26,857,819  |      |  | $ | 20,098,661  |   |  | $ | 33,068,727  |  
|Finance receivables originated    |  |                                    | 7,775,824   |   |                                   |   | 12,449,295  |      |  |   | 28,495,693  |   |  |   | 38,976,533  |  
|Collections                       |  |                                    | (6,950,803  | ) |                                   |   | (9,558,085  | )    |  |   | (23,359,579 | ) |  |   | (31,705,371 | )
|Refinancings                      |  |                                    | (1,801,497  | ) |                                   |   | (2,750,290  | )    |  |   | (6,669,333  | ) |  |   | (8,580,261  | )
|Charge offs, gross                |  |                                    | (1,159,458  | ) |                                   |   | (1,565,832  | )    |  |   | (4,049,347  | ) |  |   | (6,139,126  | )
|Rebates / other adjustments       |  |                                    | (319,315    | ) |                                   |   | (244,523    | )    |  |   | 969,193     |   |  |   | (432,118    | )
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - end                     |  | $                                  | 15,485,288  |   |                                   | $ | 25,188,384  |      |  | $ | 15,485,288  |   |  | $ | 25,188,384  |  
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Consumer Sales Finance Contracts: |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - beginning               |  | $                                  | 15,003,653  |   |                                   | $ | 15,967,366  |      |  | $ | 16,663,172  |   |  | $ | 17,373,830  |  
|Finance receivables originated    |  |                                    | 2,022,451   |   |                                   |   | 4,436,879   |      |  |   | 10,470,506  |   |  |   | 13,470,769  |  
|Collections                       |  |                                    | (1,828,151  | ) |                                   |   | (1,923,246  | )    |  |   | (5,693,939  | ) |  |   | (5,852,897  | )
|Refinancings                      |  |                                    | (773,434    | ) |                                   |   | (1,561,628  | )    |  |   | (3,591,107  | ) |  |   | (4,406,600  | )
|Charge offs, gross                |  |                                    | (724,361    | ) |                                   |   | (834,094    | )    |  |   | (2,036,727  | ) |  |   | (3,694,777  | )
|Rebates / other adjustments       |  |                                    | (189,810    | ) |                                   |   | (441,195    | )    |  |   | (2,301,557  | ) |  |   | (1,246,243  | )
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - end                     |  | $                                  | 13,510,348  |   |                                   | $ | 15,644,082  |      |  | $ | 13,510,348  |   |  | $ | 15,644,082  |  
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Auto Sales Finance Contracts:     |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - beginning               |  | $                                  | 27,544,879  |   |                                   | $ | 30,329,656  |      |  | $ | 30,151,923  |   |  | $ | 30,707,329  |  
|Finance receivables originated    |  |                                    | 1,492,396   |   |                                   |   | 3,571,697   |      |  |   | 5,706,762   |   |  |   | 10,619,059  |  
|Collections                       |  |                                    | (2,706,347  | ) |                                   |   | (2,798,302  | )    |  |   | (8,079,572  | ) |  |   | (8,747,176  | )
|Charge offs, gross                |  |                                    | (430,942    | ) |                                   |   | (310,499    | )    |  |   | (1,189,851  | ) |  |   | (1,129,519  | )
|Rebates / other adjustments       |  |                                    | (81,930     | ) |                                   |   | (299,839    | )    |  |   | (771,206    | ) |  |   | (956,980    | )
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - end                     |  | $                                  | 25,818,056  |   |                                   | $ | 30,492,713  |      |  | $ | 25,818,056  |   |  | $ | 30,492,713  |  
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Total:                            |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - beginning               |  | $                                  | 60,489,069  |   |                                   | $ | 73,154,841  |      |  | $ | 66,913,756  |   |  | $ | 81,149,886  |  
|Loans originated                  |  |                                    | 11,290,671  |   |                                   |   | 20,457,871  |      |  |   | 44,672,961  |   |  |   | 63,066,361  |  
|Collections                       |  |                                    | (11,485,301 | ) |                                   |   | (14,279,633 | )    |  |   | (37,133,090 | ) |  |   | (46,305,444 | )
|Refinancings                      |  |                                    | (2,574,931  | ) |                                   |   | (4,311,918  | )    |  |   | (10,260,440 | ) |  |   | (12,986,861 | )
|Charge offs, gross                |  |                                    | (2,314,761  | ) |                                   |   | (2,710,425  | )    |  |   | (7,275,925  | ) |  |   | (10,963,422 | )
|Rebates / other adjustments       |  |                                    | (591,055    | ) |                                   |   | (985,557    | )    |  |   | (2,103,570  | ) |  |   | (2,635,341  | )
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  
|Balance - end                     |  | $                                  | 54,813,692  |   |                                   | $ | 71,325,179  |      |  | $ | 54,813,692  |   |  | $ | 71,325,179  |  
|                                  |  |                                    |             |   |                                   |   |             |      |  |   |             |   |  |   |             |  



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Below is a reconciliation of the amounts of the finance receivables
originated and repaid (collections) from the receivable roll-forward to the amounts shown in our Consolidated Statements of Cash Flows.



|                                                           |  |                            |             |   |      |   |             |  
|---------------------------------------------------------- |  | -------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                           |  | Nine Months Ended June 25, |            
|                                                           |  | 2010                       |             |   | 2009 |  
|Finance Receivables Originated:                            |  |                            |             |   |      |   |             |  
|Direct consumer                                            |  | $                          | 28,495,693  |   |      | $ | 38,976,533  |  
|Consumer sales finance                                     |  |                            | 10,470,506  |   |      |   | 13,470,769  |  
|Auto sales finance                                         |  |                            | 5,706,762   |   |      |   | 10,619,059  |  
|                                                           |  |                            |             |   |      |   |             |  
|Total gross finance receivables originated                 |  |                            | 44,672,961  |   |      |   | 63,066,361  |  
|Non-cash items included in gross finance receivables*      |  |                            | (12,146,544 | ) |      |   | (17,482,991 | )
|                                                           |  |                            |             |   |      |   |             |  
|Finance receivables originated per statement of cash flows |  | $                          | 32,526,417  |   |      | $ | 45,583,370  |  
|                                                           |  |                            |             |   |      |   |             |  
|                                                           |  |                           
|Finance Receivables Repaid:                                |  |                            |             |   |      |   |             |  
|Collections                                                |  |                            |             |   |      |   |             |  
|Direct consumer                                            |  | $                          | 23,359,579  |   |      | $ | 31,705,371  |  
|Consumer sales finance                                     |  |                            | 5,693,939   |   |      |   | 5,852,897   |  
|Auto sales finance                                         |  |                            | 8,079,572   |   |      |   | 8,747,176   |  
|                                                           |  |                            |             |   |      |   |             |  
|Finance receivables repaid per statement of cash flows     |  | $                          | 37,133,090  |   |      | $ | 46,305,444  |  
|                                                           |  |                            |             |   |      |   |             |  



|* | Includes precomputed interest and fees (since these amounts are included in the gross amount of finance receivables originated but are not advanced
in the form of cash to customers) and refinanced receivables balances (since there is no cash generated from the repayment of original finance receivables refinanced).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Segments and Seasonality

We segment our business operations into the following two segments:



| |  |  | consumer finance and sales; and
| | - |  | -------------------------------



| |  |  | automotive finance and sales.
| | - |  | -----------------------------

The consumer finance and sales segment is comprised primarily of small consumer loans and sales of consumer goods such as
furniture, appliances and electronics. We typically experience our strongest financial performance for the consumer finance and sales segment during the holiday season, which is our first fiscal quarter ending December 25.

The automotive finance and sales segment is comprised exclusively of used vehicle sales and their related financing. We
typically experience our strongest financial performance for the automotive finance and sales segment during our second fiscal quarter ending March 25 when used car sales are the highest. Please refer to Note 12 in the Notes to
Consolidated Financial Statements for a breakdown of our operations by segment.

Net Interest Margin

A principal component of our profitability is our net interest margin, which is the difference between the interest that
we earn on finance receivables and the interest that we pay on borrowed funds. In some states, statutes regulate the interest rates that we may charge our customers, while, in other locations, competitive market conditions establish interest rates
that we may charge. Differences also exist in the interest rates that we earn on the various components of our finance receivable portfolio.



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Unlike our interest income, our interest expense is sensitive to general
market interest rate fluctuations. These general market fluctuations directly impact our cost of funds. Our generally limited ability to increase the interest rates earned on new and existing finance receivables restricts our ability to react to
increases in our cost of funds. Accordingly, increases in market interest rates generally will narrow our interest rate spread and lower our profitability, while decreases in market interest rates generally will widen our interest rate spread and
increase our profitability. Significant increases in market interest rates will likely result in a reduction in our liquidity and profitability and impair our ability to pay interest and principal on the debentures.

The decrease in the net interest margin (before provision for credit losses) for the nine months ended June 25, 2010
was primarily a result of the suppressed average rate earned on and the decrease in outstanding finance receivables. Our liquidity issues have caused us to tighten our lending guidelines and significantly decrease our direct consumer loans, while we
experienced only slight decreases in consumer sales finance contracts and motor vehicle installment contracts. These contracts generally yield a lower interest rate as compared to direct consumer loans.

The following table presents important data relating to our net interest margin:



|                                                               |  |                                               |            |                                              |   |            |  |            |            |  |   |           
|-------------------------------------------------------------- |  | --------------------------------------------- | ---------- | -------------------------------------------- | - | ---------- |  | ---------- | ---------- |  | - | ----------
|                                                               |  | As of, or for, the ThreeMonths Ended
June 25, |            | As of, or for, the NineMonths Ended
June 25,
|                                                               |  | 2010                                          |            | 2009                                         |   | 2010       |  | 2009      
|                                                               |  |                                               |            | (Restated)                                   |   |            |  | (Restated)
|Average net finance
receivables(1)                             |  | $                                             | 47,949,104 |                                              | $ | 61,344,331 |  | $          | 51,785,032 |  | $ | 64,931,645
|Average notes
payable(2)                                       |  | $                                             | 73,255,907 |                                              | $ | 77,450,074 |  | $          | 75,177,785 |  | $ | 79,204,854
|                                                               |  |                                               |            |                                             
|Interest income                                                |  | $                                             | 2,078,967  |                                              | $ | 2,837,302  |  | $          | 6,781,356  |  | $ | 8,957,111 
|Loan fee income, excluding delinquency fees                    |  |                                               | 766,085    |                                              |   | 1,034,975  |  |            | 2,455,260  |  |   | 3,215,604 
|                                                               |  |                                               |            |                                              |   |            |  |            |            |  |   |           
|                                                               |  |                                               |            |                                             
|Total interest and fee income                                  |  |                                               | 2,845,052  |                                              |   | 3,872,277  |  |            | 9,236,616  |  |   | 12,172,715
|                                                               |  |                                               |            |                                             
|Interest expense                                               |  |                                               | 1,687,079  |                                              |   | 1,939,546  |  |            | 5,265,680  |  |   | 5,725,612 
|                                                               |  |                                               |            |                                              |   |            |  |            |            |  |   |           
|                                                               |  |                                               |            |                                             
|Net interest and fee income before
provision for credit losses |  | $                                             | 1,157,973  |                                              | $ | 1,932,731  |  | $          | 3,970,936  |  | $ | 6,447,103 
|                                                               |  |                                               |            |                                              |   |            |  |            |            |  |   |           
|                                                               |  |                                               |            |                                             
|Average interest rate earned
(annualized)                      |  |                                               | 23.7%      |                                              |   | 25.2%      |  |            | 23.8%      |  |   | 25.0%     
|Average interest rate paid
(annualized)                        |  |                                               | 9.2%       |                                              |   | 10.0%      |  |            | 9.3%       |  |   | 9.6%      
|                                                               |  |                                               |            |                                             
|Net interest rate spread (annualized)                          |  |                                               | 14.5%      |                                              |   | 15.2%      |  |            | 14.4%      |  |   | 15.4%     
|Net interest margin
(annualized)(3)                            |  |                                               | 9.7%       |                                              |   | 12.6%      |  |            | 10.2%      |  |   | 13.2%     

(1)Averages are computed using month-end balances of finance receivables (net of unearned interest/fees, unearned insurance commissions, and unearned discounts) during the period
presented.

(2)Averages are computed using month-end balances of interest bearing debt during the period presented.

(3)Net interest margin represents net interest income (before provision for credit losses) divided by the average net finance receivables.

Analysis of Allowance for Credit Losses

At the end of each reporting period, management is required to take a snapshot of the risk of probable losses
inherent in the finance receivables portfolio and to reflect that risk in our allowance calculations. We use a systematic approach to calculate the allowance for credit losses whereby we apply historical charge-off benchmarks to groups of loans and
then adjust (either positively or negatively), as and if applicable, for relevant factors. This method prevents the



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calculation from becoming simply a mathematical exercise, but instead addresses matters affecting loan collectibility. Historically, the relevant items impacting our allowance have included, but
are not limited to, a variety of factors, such as historic loan loss experience, borrowers ability to repay, collateral considerations and non-file insurance recoveries, levels of and trends in delinquencies, effects of any changes in risk
selection and lending policies and practices, and general economic conditions impacting our portfolio.

The
following table shows these ratios of charge-offs to average notes receivable for the categories of our finance receivables. The average net finance receivables are computed using monthly balances, net of unearned interest, unearned insurance
commissions and unearned discounts. Charge-offs are shown at gross amounts as presented in the receivable roll-forward on page 23. Recoveries represent receipts from non-file insurance claims and cash and bankruptcy recoveries. The benchmark
charge-off ratio is calculated using a rolling average of data from the previous 12 months as shown below.



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|                                                                 |  |                                            |            |   |            |   |            |  
|---------------------------------------------------------------- |  | ------------------------------------------ | ---------- | - | ---------- | - | ---------- | -
|                                                                 |  | As of, or for the 12 
MonthsEnded June 25, |           
|                                                                 |  | 2010                                       |            |   | 2009       |  
|                                                                 |  |                                            |            |   | (Restated) |  
|Direct Consumer Loans                                            |  |                                            |            |   |            |   |            |  
|                                                                 |  |                                           
|Ending net finance receivables                                   |  | $                                          | 13,887,673 |   |            | $ | 22,852,261 |  
|Average net finance receivables                                  |  | $                                          | 17,913,528 |   |            | $ | 26,927,558 |  
|                                                                 |  |                                           
|Charge-offs, gross                                               |  | $                                          | 6,499,459  |   |            | $ | 8,362,759  |  
|Recoveries                                                       |  |                                            | (2,716,991 | ) |            |   | (4,277,764 | )
|                                                                 |  |                                            |            |   |            |   |            |  
|Charge-offs, net                                                 |  | $                                          | 3,782,468  |   |            | $ | 4,084,995  |  
|                                                                 |  |                                           
|12 month benchmark of net charge offs to average net receivables |  |                                            | 21.1       | % |            |   | 15.2       | %
|                                                                 |  |                                           
|Consumer Sales Finance Contracts:                                |  |                                            |            |   |            |   |            |  
|                                                                 |  |                                           
|Ending net finance receivables                                   |  | $                                          | 10,520,120 |   |            | $ | 12,791,883 |  
|Average net finance receivables                                  |  | $                                          | 11,720,987 |   |            | $ | 13,092,905 |  
|                                                                 |  |                                           
|Charge-offs, gross                                               |  | $                                          | 2,308,698  |   |            | $ | 4,325,089  |  
|                                                                 |  |                                           
|12 month benchmark of net charge offs to average net receivables |  |                                            | 19.7       | % |            |   | 33.0       | %
|                                                                 |  |                                           
|Auto Sales Finance Contracts:                                    |  |                                            |            |   |            |   |            |  
|                                                                 |  |                                           
|Ending net finance receivables                                   |  | $                                          | 22,005,391 |   |            | $ | 25,284,637 |  
|Average outstanding finance receivables                          |  | $                                          | 23,791,119 |   |            | $ | 25,267,218 |  
|                                                                 |  |                                           
|Charge-offs, gross                                               |  | $                                          | 1,828,501  |   |            | $ | 1,542,487  |  
|                                                                 |  |                                           
|12 month benchmark of net charge offs to average net receivables |  |                                            | 7.7        | % |            |   | 6.1        | %
|                                                                 |  |                                           
|Total Receivables:                                               |  |                                            |            |   |            |   |            |  
|                                                                 |  |                                           
|Ending net finance receivables                                   |  | $                                          | 46,413,184 |   |            | $ | 60,928,781 |  
|Average outstanding finance receivables                          |  | $                                          | 53,425,634 |   |            | $ | 65,287,681 |  
|                                                                 |  |                                           
|Charge-offs, gross                                               |  | $                                          | 10,636,658 |   |            | $ | 14,230,335 |  
|Recoveries                                                       |  |                                            | (2,716,991 | ) |            |   | (4,277,764 | )
|                                                                 |  |                                            |            |   |            |   |            |  
|Charge-offs, net                                                 |  | $                                          | 7,919,667  |   |            | $ | 9,952,571  |  
|                                                                 |  |                                           
|12 month benchmark of net charge offs to average net receivables |  |                                            | 14.8       | % |            |   | 15.2       | %



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Taking into consideration the benchmark percentages and other relevant factors, we
established an allowance of 21.1% of average net outstanding direct consumer loans, 19.7% of the average net outstanding consumer sales finance contracts, and 7.7% of the average net outstanding auto sales finance contracts at June 25, 2010.
The allowance for credit losses was $6.7 million (14.3% of the net outstanding finance receivables) at June 25, 2010 and $8.6 million (14.3%) at June 25, 2009.

Delinquency Information

Our delinquency levels reflect, among other factors, changes in the mix of loans in the portfolio, the quality of
receivables, the success of collection efforts, bankruptcy trends and general economic conditions. The delinquency information in the following tables is computed on the basis of the amount past due in accordance with the original payment terms of
the loan (contractual method). We use the contractual method for all external reporting purposes. Management closely monitors delinquency using this method to measure the quality of our loan portfolio and the probability of credit loss. We also use
other tools, such as a recency report, which shows the date of the last full contractual payment received on the loan, to determine a particular customers willingness to pay. For example, if a delinquent customer has made a recent payment, we
may decide to delay more serious collection measures, such as repossession of collateral. However, such a payment will not change the non-accrual status of the account until all of the principal and interest amounts contractually due are brought
current (we receive one or more full contractual payments and the account is less than 60 days contractually delinquent), at which time we believe future payments are reasonably expected. Below is certain information relating to the delinquency
status of each category of our receivables as of June 25, 2010 and 2009:



|                                                  |  |                         |            |                                    |   |                                 |  |       |            |  |   |           
|------------------------------------------------- |  | ----------------------- | ---------- | ---------------------------------- | - | ------------------------------- |  | ----- | ---------- |  | - | ----------
|                                                  |  | As of June 25, 2010    
|                                                  |  | Direct 
Consumer
 Sales |            | Consumer 
Sales Finance
 Contracts |   | Auto Sales 
Finance 
Contracts* |  | Total
|Gross Loans and ContractsReceivable               |  | $                       | 15,485,288 |                                    | $ | 13,510,348                      |  | $     | 25,818,056 |  | $ | 54,813,692
|                                                  |  |                         |            |                                   
|Loans and Contracts greaterthan 180 days past due |  | $                       | 2,197,666  |                                    | $ | 1,203,250                       |  | $     | -          |  | $ | 3,400,916 
|Percentage of Outstanding                         |  |                         | 14.2%      |                                    |   | 8.9%                            |  |       | 0.0%       |  |   | 6.2%      
|Loans and Contracts greaterthan 90 days past due  |  | $                       | 3,189,857  |                                    | $ | 1,983,137                       |  | $     | 855,741    |  | $ | 6,028,735 
|Percentage of Outstanding                         |  |                         | 20.6%      |                                    |   | 14.7%                           |  |       | 3.3%       |  |   | 11.0%     
|Loans and Contracts greaterthan 60 days past due  |  | $                       | 3,727,596  |                                    | $ | 2,426,622                       |  | $     | 1,143,187  |  | $ | 7,297,405 
|Percentage of Outstanding                         |  |                         | 24.1%      |                                    |   | 18.0%                           |  |       | 4.4%       |  |   | 13.3%     



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|                                                   |  |                         |            |                                    |   |                                 |  |            |            |  |   |           
|-------------------------------------------------- |  | ----------------------- | ---------- | ---------------------------------- | - | ------------------------------- |  | ---------- | ---------- |  | - | ----------
|                                                   |  | As of June 25, 2009    
|                                                   |  | Direct 
Consumer
 Sales |            | Consumer 
Sales Finance
 Contracts |   | Auto Sales 
Finance 
Contracts* |  | Total     
|                                                   |  | (Restated)              |            | (Restated)                         |   |                                 |  | (Restated)
|Gross Loans and Contracts                          |  |                         |            |                                    |   |                                 |  |            |            |  |   |           
|Receivable                                         |  | $                       | 25,188,384 |                                    | $ | 15,644,082                      |  | $          | 30,492,713 |  | $ | 71,325,179
|Loans and Contracts greater
than 180 days past due |  | $                       | 4,200,538  |                                    | $ | 1,976,723                       |  | $          | 0          |  | $ | 6,177,261 
|Percentage of Outstanding                          |  |                         | 16.7%      |                                    |   | 12.6%                           |  |            | 0.0%       |  |   | 8.7%      
|Loans and Contracts greater
than 90 days past due  |  | $                       | 5,682,757  |                                    | $ | 2,656,551                       |  | $          | 546,786    |  | $ | 8,886,094 
|Percentage of Outstanding                          |  |                         | 22.6%      |                                    |   | 17.0%                           |  |            | 1.8%       |  |   | 12.5%     
|Loans and Contracts greater
than 60 days past due  |  | $                       | 6,243,480  |                                    | $ | 2,957,967                       |  | $          | 851,641    |  | $ | 10,053,088
|Percentage of Outstanding                          |  |                         | 24.8%      |                                    |   | 18.9%                           |  |            | 2.8%       |  |   | 14.1%     

* Auto Sales Finance
Contracts aging categories exclude accounts in legal or repossession process in the amounts of $4,567,952 at June 25, 2010 and $5,470,133 at June 25, 2009.

Results of Operations

Comparison of Nine Months Ended June 25, 2010 and 2009

Net Revenues

Net revenues were $10.3 million and $12.9 million for the nine months ended June 25, 2010 and 2009, respectively.
Interest and fee income and other ancillary product income were down from the prior year as a result of a significant decrease in finance receivable originations. Due to the current economic environment and our liquidity issues, which have been
compounded by our inability to offer debentures and demand note for sale since January 26, 2010, we implemented tighter risk management controls in fiscal year 2009, which continued through the nine months ended June 25, 2010, to preserve
cash, resulting in fewer loans being made. Retail sales and the associated gross margin on these sales were also down from prior year levels. A significant decrease in the provision for credit losses partially offset the income and commission
decreases. Although we expect our components of income to continue to fall short of prior year levels, we also expect the provision for credit losses to decrease as we realize the benefits of the tighter risk management controls over lending
implemented during fiscal year 2009. Over the past few months, we consolidated eight of our branch offices into other branch office locations due to overlapping service coverage. The primary objective of these consolidations was to reduce operating
expenses. We believe that this had a minimal effect on overall revenues.

Net Interest and Fee Income Before Provision
for Credit Losses

Net interest income before provision for credit losses was $4.0 million and $6.4
million for the nine months ended June 25, 2010 and 2009, respectively. Gross interest and fee income decreased $3.0 million to $9.2 million from $12.2 million. This was a result of an approximate 29% decrease in finance receivables originated
compared to the same period last year. Interest income was also impacted by a decrease in the average interest rate earned on finance receivables caused by a significant decrease in higher-earning direct consumer loans. We expect interest and fee
income to continue to be down in relation to comparable periods last year until we can sell sufficient quantities of debentures and demand notes to provide cash to increase originations of direct consumer loans and consequently increase interest and
fee income. Interest expense was $5.3 million and $5.7 million for the nine-month periods ended June 25, 2010 and 2009, respectively, due primarily to decreased amounts of variable rate subordinated debentures outstanding.



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Provision for Credit Losses

Provision for credit losses was $3.0 million and $7.5 million for the nine months ended June 25, 2010 and 2009,
respectively. Net finance receivables charged off decreased approximately $2.7 million compared to the previous year, which we believe is a result of the implementation of tighter risk management controls over lending. This decrease has also reduced
the benchmark percentages used in determining the allowance for credit losses. The allowance was $6.7 million (14.3% of net outstanding finance receivables) at June 25, 2010 compared to $8.9 million (15.9%) at September 25, 2009. We
expect this trend to continue throughout fiscal year 2010.

Insurance and Other Products

Income from commissions on insurance products and motor club memberships decreased $2.9 million, to $5.0 million from
$7.9 million for the nine months ended June 25, 2010 and 2009, respectively. The decrease in volume of finance receivables originated during this nine-month period compared to last year resulted in lower commissions earned on the sale of these
products. We expect these commissions to continue to be down in relation to comparable periods last year until we can sell sufficient quantities of debentures and demand notes to provide cash to increase originations of loans and consequently
increase commissions. Other income, including delinquency fees, decreased approximately $0.3 million from last year.

Gross Margin on Retail Sales

Gross margins on retail sales were $3.0 million and $4.4 million for the nine months ended June 25, 2010 and 2009,
respectively. Margins in the consumer segment in the nine months of this year were down $0.6 million over the same period last year while margins in the automotive segment were down $0.8 million. Sales in the consumer segment were approximately $1.5
million lower than last year while vehicle sales were down approximately $2.9 million. These decreases are consistent with the current retail industry as economic conditions are having a negative impact on consumer spending. We do not expect to see
any significant increase in retail sales in the near term, thus our margin on retail sales for the balance of fiscal year 2010 will continue to be down in relation to comparable periods last year.

Operating Expenses

Operating expenses were $17.7 million and $21.8 million for the nine months ended June 25, 2010 and 2009,
respectively. Over the past few months, we have consolidated eight branch offices into other branch office locations due to overlapping service coverage. The primary objective of these consolidations was to reduce operating expenses.
Personnel expenses were approximately $2.1 million lower than the previous year, due primarily to decreases in staffing levels and associated costs, including health insurance expenses. General and administrative expenses were down $0.6 million due
to decreases in telecommunications and general office-related costs. Other operating expenses were down $1.4 million due to overall cost-saving measures implemented during the latter part of fiscal year 2009. In fiscal year 2009 we also incurred
legal costs for defending and settling two lawsuits that contributed to the increased costs in fiscal year 2009 compared to fiscal year 2010.

Comparison of Three Months Ended June 25, 2010 and 2009

Net Revenues

Net revenues were $2.9 million and $3.5 million for the three months ended June 25, 2010 and 2009, respectively. As
discussed above, interest and fee income and other ancillary product income were down from the prior year as a result of a significant decrease in finance receivable originations. Retail sales and the associated gross margin on these sales were also
down from prior year levels. However, we realized a significant decrease in the provision for credit losses (discussed below) that partially offset the decreases in the other components of income and commissions, which resulted in the $0.6 million
decrease in net revenues. Although we expect our components of income to continue to fall short of prior year levels, we also expect the provision for credit losses to decrease as we realize the benefits of the tighter risk management controls over
lending implemented during fiscal year 2009.



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Net Interest and Fee Income Before Provision for Credit Losses

Net interest and fee income before provision for credit losses was $1.2 million and $1.9 million for the three months
ended June 25, 2010 and 2009, respectively. During the third quarter of fiscal year 2010, gross interest and fee income decreased $1.0 million compared to the third quarter of 2009 due to a decrease in gross finance receivable originations of
approximately $9.2 million (45%) compared to the same period last year. We expect interest and fee income to continue to be down in relation to comparable periods last year until we can sell sufficient quantities of debentures and demand notes
to provide cash to increase originations of direct consumer loans and consequently increase interest and fee income. Interest expense was $1.7 million and $1.9 million for the three-month periods ended June 25, 2010 and 2009, respectively.

Provision for Credit Losses

The provision for credit losses was $0.7 million and $2.6 million for three months ended June 25, 2010 and 2009,
respectively. Net finance receivables charged off were approximately $0.8 million lower than the previous year, which we believe is a result of the implementation of tighter risk management controls on lending. This decrease has also reduced the
benchmark percentages used in determining the allowance for credit losses. The allowance was $6.7 million (14.3% of net outstanding finance receivables) at June 25, 2010, compared to $7.7 million (15.2%) at March 25, 2010. We expect
this trend to continue throughout fiscal year 2010.

Insurance and Other Products

Income from commissions on insurance products and motor club memberships was $1.4 million and $2.3 million for the three
months ended June 25, 2010 and 2009, respectively. As previously discussed, the significant decrease in volume of finance receivables originated during this three-month period compared to last year resulted in lower commissions earned on the
sale of these products. Other income, including delinquency fees, was approximately $0.1 million lower than last year. We expect this to continue until we finalize and execute our plan to increase loan volumes, as mentioned above.

Gross Margin on Retail Sales

Gross margins on retail sales were $0.7 million and $1.4 million for the three months ended June 25, 2010 and 2009,
respectively. Sales in the automotive segment for the three-month period in 2010 were down by $1.2 million compared to the same period last year while margins decreased $0.3 million. Sales and margins in the consumer segment were down by $0.9
million and $0.4 million in the three months this year compared to last year. We do not expect to see any significant increase in retail sales in the near term, thus our margin on retail sales for the balance of fiscal year 2010 will likely be down
to comparable periods last year.

Operating Expenses

Operating expenses were $5.3 million and $6.9 million for the three months ended June 25, 2010 and 2009,
respectively. Over the past few months, we have consolidated eight branch offices into other branch office locations due to overlapping service coverage. The primary objective of these consolidations was to reduce operating expenses. Personnel
expenses were approximately $1.0 million lower during the third quarter of fiscal year 2010 versus 2009, due primarily to decreases in staffing levels and associated costs, including health insurance expenses. General and administrative expense was
$0.3 million lower than last year due to decreases in telecommunications and general office-related costs. Other operating expenses were down by $0.2 million due to overall cost-saving measures implemented during the latter part of fiscal year 2009.



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Liquidity and Capital Resources

General

Liquidity is our ability to meet short-term financial obligations whether through collection of receivables, sales of
debentures and demand notes or by generating additional funds through sales of assets to our competitors (such as our finance receivables or vehicle inventory). Continued liquidity is, therefore, largely dependent on the collection of our
receivables and the sale of debt securities that meet the investment requirements of the public. The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely
basis, originate new loans and to ultimately attain successful operations. We believe the cash flow from our operations coupled with sales of the debentures and demand notes will be sufficient to cover our liquidity needs and cash flow requirements
during 2010. However, there can be no assurances that we will sell any debentures or demand notes or that our actions to preserve cash flows will be successful.

Liquidity management refers to our ability to generate sufficient cash to fund the following primary uses of cash:



| |  |  | meet all of our debenture and demand note redemption obligations;
| | - |  | -----------------------------------------------------------------



| |  |  | pay interest on all of our debentures and demand notes;
| | - |  | -------------------------------------------------------



| |  |  | pay operating expenses; and
| | - |  | ---------------------------



| |  |  | fund consumer finance loan demand and used automobile vehicle inventory.
| | - |  | ------------------------------------------------------------------------

The primary objective for liquidity management is to ensure that at all times we can meet the redemption obligations of our note holders.
A secondary purpose of liquidity management is profit management. Because profit and liquidity are often conflicting objectives, we attempt to maximize our net interest margin by making adequate, but not excessive, liquidity provisions. To the
extent we have adequate cash to meet our redemption obligations and pay interest to our note holders, we will use remaining cash to make consumer finance loans, purchase used automobile vehicle inventory and invest in other sources of potential
revenues. However, as noted elsewhere in this report, during the nine months ended June 25, 2010, the Company tightened its risk management controls related to new loans, resulting in a decrease in gross loan originations of $18.4 million from
the same period in the prior year, and we received gross proceeds of $4.7 million from the sale of debentures and paid $9.5 million for redemption of debentures issued by us and our subsidiary, The Money Tree of Georgia Inc. Consequently, our
operations and other sources of funds may not provide sufficient available cash flow to meet our continued redemption obligations if the amount of redemptions continues at its current pace or we continue to suffer losses and use funds from
operations to fund redemptions.

Changes in our liquidity position result from operating, investing and
financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of our net income, including, without limitation, purchases of used automobiles,
electronics, furnishings and other consumer goods for resale to our customers. The primary investing activities include consumer loan originations and purchases and collections on such consumer loans. Our financing activities focus almost entirely
on the sale of debentures and demand notes.

Cash and cash equivalents decreased to $1.4 million at
June 25, 2010 from $2.4 million at June 25, 2009. Cash and cash equivalents decreased $1.6 million during the nine months ended June 25, 2010, primarily as a result of $4.6 million of net cash used in financing activities. We redeemed
approximately $9.5 million of debentures while the proceeds from the sale of debentures were $4.7 million. Net cash was provided from investing activities, as finance receivables repaid exceeded finance receivables originated by $4.6 million. The
cash required to fund the redemption of debentures caused us to tighten our risk management on lending and focus more on collection of finance receivables. Cash and cash equivalents



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decreased $10.1 million during the nine months ended June 25, 2009, primarily as a result of $8.7 million of net cash used in financing activities. We redeemed an unusually high amount of
debentures ($13.4 million) while the proceeds from the sale of debentures were $5.1 million. We also redeemed $0.6 million more in demand notes than were sold. Net cash of $0.6 million was provided from investing activities, as finance receivables
repaid exceeded finance receivables originated by $0.7 million.

During 2010, we expect to continue to use a
significant amount of cash to fund redemption obligations and pay interest on our securities. Because we temporarily suspended our offerings of debentures and demand notes, we have used operating cash flow for redemptions and interest payments on
outstanding debentures and demand notes, which has reduced new loans to customers. To the extent that we are required to continue using cash from operations (as opposed to net proceeds from sales of debentures and demand notes) to fund redemptions
and make interest payments, we will make fewer loans to customers, which will result in a material adverse effect on our liquidity, financial condition and ability to continue as a going concern.

Debentures and Demand Notes

Historically, we or our subsidiary, The Money Tree of Georgia Inc., have offered debentures and demand notes to investors
as a significant source of our required capital. We rely on the sale of debentures and demand notes to fund redemption obligations, make interest payments and, if excess funds are available, fund other Company working capital.

For the period from January 26, 2010 through the date on which our Post-Effective Amendments to Registration
Statements on Form S-1 were declared effective by the SEC (July 2, 2010), the Company temporarily suspended our offerings of variable rate subordinated debentures and subordinated demand notes for sale in compliance with Section 10(a)(3) of the
Securities Act of 1933, as amended.

During the nine months ended June 25, 2010, we (1) received
gross proceeds of $4.7 million from the sales of debentures, and (2) paid $9.5 million for redemption of debentures for us and our subsidiary, The Money Tree of Georgia Inc. As of June 25, 2010, we and this subsidiary had $68.8 million of
debentures and $3.2 million of demand notes outstanding compared to $73.6 million of debentures and $3.1 million of demand notes outstanding as of September 25, 2009.

Subsequent Events

We have registered with the Securities and Exchange Commission on Form S-1 Registration Statements $75,000,000 of Series
B Variable Rate Subordinated Debentures (Commission File No. 333-157701) and $35,000,000 of Subordinated Demand Notes (Commission File No. 333-157700). The Post-Effective Amendments to these Registration Statements were declared effective
on July 2, 2010. These securities have also been registered with the State of Georgia.

Between
July 2, 2010 and July 25, 2010, we sold $3.8 million of debentures and $0.8 million of demand notes. For the period from June 26, 2010 to July 25, 2010 we redeemed $2.5 million of debentures and $0.5 million of demand notes.
These include amounts that were redeemed through our subsidiary, The Money Tree of Georgia Inc.

On
August 2, 2010, Bradley D. Bellville, our President and current Chairman, purchased a controlling equity interest in us. Mr. Bellville purchased 1,962 shares of our Class A voting common stock and 8,954 shares
of our Class B non-voting common stock, which represents 73.05% and 33.34%, respectively, of the total of such shares outstanding. Mr. Bellville purchased the shares from the Vance R. Martin GST Exempt Family Trust f/b/o W. Derek
Martin, our former Chairman and the son of the Companys founder.



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Recent Accounting Pronouncements

Recent accounting pronouncements have been issued that may have a future effect on operations. Refer to Note 3 to the
unaudited consolidated financial statements for a discussion of these pronouncements and their possible effects.

Critical Accounting
Policies

Our accounting and reporting policies conform with U.S. generally accepted accounting
principles (GAAP) and predominant practice within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. Actual results could differ from those estimates.

We believe
that the determination of our allowance for credit losses involves a higher degree of judgment and complexity than our other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining a reserve
level believed by management to be sufficient to absorb estimated credit losses. Managements determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this
evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, loss given default, the amounts and timing of expected future cash flows on impaired loans, and general amounts for
historical loss experience. We also consider economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from
managements estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods.

Finance receivables are considered impaired (i.e. income recognition ceases) as a result of past-due status or a judgment
by management that, although payments are current, such action is prudent. Finance receivables on which payments are past due 90 days or more are considered impaired unless they are well-secured and in the process of collection or renewal. Related
accrued interest and fees are reversed against current period income.

When a loan is impaired, interest
accrued but uncollected is generally reversed against interest income. Cash receipts on impaired loans are generally applied to reduce the unpaid principal balance.

We recognize deferred tax assets and liabilities for the future tax effects of temporary differences, net operating loss
carry-forwards and tax credits. Deferred tax assets are subject to managements judgment based upon available evidence that future realization is more likely than not. If management determines that we may be unable to realize all or part of net
deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of the net deferred tax asset to the expected realizable amount.

We have not substantially changed any aspect of our overall approach in the application of the foregoing policies. There
have been no material changes in assumptions or estimation techniques utilized as compared to previous years.

Impact of Inflation and
General Economic Conditions

Although inflation has not had a material adverse effect on our financial
condition or results of operations, increases in the inflation rate are generally associated with increased interest rates. A significant and sustained increase in the interest rates would likely unfavorably impact our profitability by reducing the
interest rate spread between the rate of interest we receive on our customer loans and interest rates we pay to our note holders, banks and finance companies. Inflation may also negatively affect our operating expenses.



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Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the
information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the Companys reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Companys management, including its principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosures.

In connection with the presentation of this Form 10-Q,
management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter which is the
subject of this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 25, 2010.

Changes in Internal Control Over Financial Reporting

Except for the material weakness in the Companys internal control over financial reporting and the subsequent
measures to remedy such material weakness that were described in the Companys 2009 Annual Report on Form 10-K/A and Quarterly Report on Form 10-Q/A for the quarter ended December 25, 2009, there have been no changes in our internal
control over financial reporting during the quarter ended June 25, 2010, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

We were not involved in any material legal proceedings during the quarter ended June 25, 2010 requiring disclosure
under item 103 of Regulation S-K.

Item 1A. Risk Factors

The impact on us of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and its
implementing regulations cannot be predicted at this time.

A wide range of regulatory initiatives
directed at the financial services industry has been proposed in recent months. One of those initiatives, the Dodd-Frank Act, was signed into law by President Obama on July 21, 2010. The Dodd-Frank Act represents a comprehensive overhaul of the
financial services industry within the United States, establishes the new federal Bureau of Consumer Financial Protection (the BCFP) and will require the BCFP, the FDIC, the SEC and other federal agencies to implement numerous new rules,
many of which may not be implemented for several months or years. The Dodd-Frank Act and the resulting regulations will significantly impact the current regulatory structure and affect the lending, deposit, investment, trading and operating
activities of financial institutions. At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting regulations will impact our business. However, compliance with these new laws and regulations may result in
additional cost and expenses, which may impact our results of operations, financial condition or liquidity.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in
Part 1, Item 1A, Risk Factors in our Annual Report on Form 10-K/A for the year ended September 25, 2009 that could materially affect our business, financial condition or future results.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits



|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Principal Executive Officers pursuant to Section 302 of The Sarbanes-Oxley Act of 2002                        
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002                         
|     | 
|32.1 |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES

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



|               |  |  |  |                                                      
|-------------- |  |  |  | -----------------------------------------------------
|               |  |  |  | THE MONEY TREE INC.                                  
|               |  | 
|August 9, 2010 |  |  |  | /s/ Bradley D. Bellville                             
|Date           |  |  |  | Bradley D. Bellville                                 
|               |  |  |  | President (Principal Executive
Officer)              
|               |  | 
|August 9, 2010 |  |  |  | /s/ Steven P, Morrison                               
|Date           |  |  |  | Steven P. Morrison                                   
|               |  |  |  | Chief Financial Officer (Principal
Financial Officer)



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