##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







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

For the quarterly period ended December 25, 2007

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.    x  Yes      ̈  No

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

Large accelerated filer   ̈    Accelerated filer   ̈    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ̈  Yes    x  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 December 25, 2007
|Class A, Voting     |  | 2,686 Shares                    
|Class B, Non-Voting |  | 26,860 Shares                   









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##### Table of Contents

THE MONEY TREE INC.

FORM 10-Q

December 25, 2007

TABLE OF CONTENTS

Index to Financial Statements



|         |  |                                                                                                         |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------- |  | ----
|Item No. |  |                                                                                                         |  | Page
|         |  | PART I  FINANCIAL INFORMATION                                                                          |  |     
|1        |  | Financial Statements                                                                                    |  | 2   
|         |  |                                                                                                        
|         |  | Consolidated Balance Sheets as of December 25, 2007 (Unaudited) and September 25, 2007                  |  | 2   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Income for the three months ended December 25, 2007 and 2006 (Unaudited)     |  | 3   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows for the three months ended December 25, 2007 and 2006 (Unaudited) |  | 4   
|         |  |                                                                                                        
|         |  | Notes to Consolidated Financial Statements (Unaudited)                                                  |  | 6   
|         |  |                                                                                                        
|2        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 14  
|         |  |                                                                                                        
|3        |  | Quantitative and Qualitative Disclosures About Market Risk                                              |  | 25  
|         |  |                                                                                                        
|4        |  | Controls and Procedures                                                                                 |  | 25  
|         |  | PART II  OTHER INFORMATION                                                                             |  |     
|         |  |                                                                                                        
|1        |  | Legal Proceedings                                                                                       |  | 27  
|         |  |                                                                                                        
|1A       |  | Risk Factors                                                                                            |  | 27  
|         |  |                                                                                                        
|2        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                             |  | 27  
|         |  |                                                                                                        
|3        |  | Defaults Upon Senior Securities                                                                         |  | 27  
|         |  |                                                                                                        
|4        |  | Submission of Matters to a Vote of Security Holders                                                     |  | 27  
|         |  |                                                                                                        
|5        |  | Other Information                                                                                       |  | 27  
|         |  |                                                                                                        
|6        |  | Exhibits                                                                                                |  | 27  



1



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                    |  |                   |             |   |                    |   |             |  
|--------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                                                                    |  | December 25, 2007 |             |   | September 25, 2007 |  
|                                                                                                    |  | (Unaudited)       |             |   |                    |  
|Assets                                                                                              |  |                   |             |   |                    |   |             |  
|Cash and cash equivalents                                                                           |  | $                 | 16,292,102  |   |                    | $ | 17,854,277  |  
|Finance receivables, net                                                                            |  |                   | 77,921,347  |   |                    |   | 75,837,823  |  
|Other receivables                                                                                   |  |                   | 1,116,014   |   |                    |   | 863,356     |  
|Inventory                                                                                           |  |                   | 2,845,535   |   |                    |   | 3,056,775   |  
|Property and equipment, net                                                                         |  |                   | 4,146,643   |   |                    |   | 4,219,885   |  
|Deferred income taxes                                                                               |  |                   | 1,361,000   |   |                    |   | 1,210,000   |  
|Goodwill                                                                                            |  |                   | 991,243     |   |                    |   | 991,243     |  
|Other assets                                                                                        |  |                   | 1,658,197   |   |                    |   | 1,750,142   |  
|                                                                                                    |  |                   |             |   |                    |   |             |  
|Total assets                                                                                        |  | $                 | 106,332,081 |   |                    | $ | 105,783,501 |  
|                                                                                                    |  |                   |             |   |                    |   |             |  
|                                                                                                    |  |                  
|Liabilities and Shareholders Deficit                                                               |  |                   |             |   |                    |   |             |  
|                                                                                                    |  |                  
|Liabilities                                                                                         |  |                   |             |   |                    |   |             |  
|Accounts payable and other accrued liabilities                                                      |  | $                 | 4,408,575   |   |                    | $ | 4,020,056   |  
|Accrued interest payable                                                                            |  |                   | 14,942,607  |   |                    |   | 14,329,092  |  
|Senior debt                                                                                         |  |                   | 630,127     |   |                    |   | 511,663     |  
|Variable rate subordinated debentures                                                               |  |                   | 82,147,154  |   |                    |   | 81,861,016  |  
|Demand notes                                                                                        |  |                   | 5,062,805   |   |                    |   | 5,991,374   |  
|                                                                                                    |  |                   |             |   |                    |   |             |  
|Total liabilities                                                                                   |  |                   | 107,191,268 |   |                    |   | 106,713,201 |  
|                                                                                                    |  |                   |             |   |                    |   |             |  
|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                                                                                 |  |                   | (2,536,834  | ) |                    |   | (2,607,347  | )
|                                                                                                    |  |                   |             |   |                    |   |             |  
|Total shareholders deficit                                                                         |  |                   | (859,187    | ) |                    |   | (929,700    | )
|                                                                                                    |  |                   |             |   |                    |   |             |  
|Total liabilities and shareholders deficit                                                         |  | $                 | 106,332,081 |   |                    | $ | 105,783,501 |  
|                                                                                                    |  |                   |             |   |                    |   |             |  

See accompanying notes to the consolidated financial statements.



2



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Income



|                                                                              |  |             |            |   |      |   |            |  
|----------------------------------------------------------------------------- |  | ----------- | ---------- | - | ---- | - | ---------- | -
|Three months ended December 25,                                               |  | 2007        |            |   | 2006 |  
|                                                                              |  | (Unaudited) |           
|Interest and fee income                                                       |  | $           | 4,988,192  |   |      | $ | 5,134,605  |  
|Interest expense                                                              |  |             | (2,065,513 | ) |      |   | (1,941,069 | )
|                                                                              |  |             |            |   |      |   |            |  
|Net interest and fee income before provision for credit losses                |  |             | 2,922,679  |   |      |   | 3,193,536  |  
|Provision for credit losses                                                   |  |             | (1,542,673 | ) |      |   | (1,126,703 | )
|                                                                              |  |             |            |   |      |   |            |  
|Net interest and fee income after provision for credit losses                 |  |             | 1,380,006  |   |      |   | 2,066,833  |  
|Insurance commissions                                                         |  |             | 2,563,014  |   |      |   | 2,696,423  |  
|Commissions from motor club memberships from company owned by related parties |  |             | 512,316    |   |      |   | 544,987    |  
|Delinquency fees                                                              |  |             | 411,814    |   |      |   | 406,299    |  
|Other income                                                                  |  |             | 151,863    |   |      |   | 186,281    |  
|                                                                              |  |             |            |   |      |   |            |  
|Net revenue before retail sales                                               |  |             | 5,019,013  |   |      |   | 5,900,823  |  
|                                                                              |  |             |            |   |      |   |            |  
|Retail sales                                                                  |  |             | 5,034,915  |   |      |   | 5,085,267  |  
|Cost of sales                                                                 |  |             | (3,078,292 | ) |      |   | (3,195,578 | )
|                                                                              |  |             |            |   |      |   |            |  
|Gross margin on retail sales                                                  |  |             | 1,956,623  |   |      |   | 1,889,689  |  
|                                                                              |  |             |            |   |      |   |            |  
|Net revenues                                                                  |  |             | 6,975,636  |   |      |   | 7,790,512  |  
|                                                                              |  |             |            |   |      |   |            |  
|Operating expenses                                                            |  |             |            |   |      |   |            |  
|Personnel expense                                                             |  |             | (3,881,470 | ) |      |   | (3,859,278 | )
|Facilities expense                                                            |  |             | (994,432   | ) |      |   | (959,265   | )
|General and administrative expenses                                           |  |             | (769,487   | ) |      |   | (766,879   | )
|Other operating expenses                                                      |  |             | (1,185,854 | ) |      |   | (1,280,247 | )
|                                                                              |  |             |            |   |      |   |            |  
|Total operating expenses                                                      |  |             | (6,831,243 | ) |      |   | (6,865,669 | )
|                                                                              |  |             |            |   |      |   |            |  
|Net operating income                                                          |  |             | 144,393    |   |      |   | 924,843    |  
|Loss on sale of property and equipment                                        |  |             | (14,637    | ) |      |   | (9,638     | )
|                                                                              |  |             |            |   |      |   |            |  
|Income before income tax expense                                              |  |             | 129,756    |   |      |   | 915,205    |  
|Income tax expense                                                            |  |             | (59,243    | ) |      |   | (530,533   | )
|                                                                              |  |             |            |   |      |   |            |  
|Net income                                                                    |  | $           | 70,513     |   |      | $ | 384,672    |  
|                                                                              |  |             |            |   |      |   |            |  
|Net income per common share, basic and diluted                                |  | $           | 2.39       |   |      | $ | 13.02      |  
|                                                                              |  |             |            |   |      |   |            |  
|Weighted average shares outstanding                                           |  |             | 29,546     |   |      |   | 29,546     |  
|                                                                              |  |             |            |   |      |   |            |  

See accompanying notes to the consolidated financial statements.



3



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Cash Flows



|                                                                                  |  |             |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | ----------- | ----------- | - | ---- | - | ----------- | -
|Three months ended December 25,                                                   |  | 2007        |             |   | 2006 |  
|                                                                                  |  | (Unaudited) |            
|Cash flows from operating activities                                              |  |             |             |   |      |   |             |  
|Net income                                                                        |  | $           | 70,513      |   |      | $ | 384,672     |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |             |             |   |      |   |             |  
|Provision for credit losses                                                       |  |             | 1,542,673   |   |      |   | 1,126,703   |  
|Depreciation                                                                      |  |             | 195,912     |   |      |   | 217,640     |  
|Amortization                                                                      |  |             | 1,429       |   |      |   | 1,429       |  
|Deferred income taxes                                                             |  |             | (151,000    | ) |      |   |            |  
|Loss on sale of property and equipment                                            |  |             | 14,637      |   |      |   | 9,638       |  
|Change in assets and liabilities                                                  |  |             |             |   |      |   |             |  
|Other receivables                                                                 |  |             | (252,658    | ) |      |   | (245,672    | )
|Inventory                                                                         |  |             | 211,240     |   |      |   | 171,010     |  
|Other assets                                                                      |  |             | 90,516      |   |      |   | 640,084     |  
|Accounts payable and other accrued liabilities                                    |  |             | 388,519     |   |      |   | 447,945     |  
|Accrued interest payable                                                          |  |             | 613,515     |   |      |   | 622,715     |  
|                                                                                  |  |             |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |             | 2,725,296   |   |      |   | 3,376,164   |  
|                                                                                  |  |             |             |   |      |   |             |  
|Cash flows from investing activities                                              |  |             |             |   |      |   |             |  
|Finance receivables originated                                                    |  |             | (20,730,328 | ) |      |   | (20,523,890 | )
|Finance receivables repaid                                                        |  |             | 17,104,131  |   |      |   | 17,897,945  |  
|Purchase of property and equipment                                                |  |             | (152,092    | ) |      |   | (133,982    | )
|Proceeds from sale of property and equipment                                      |  |             | 14,785      |   |      |   | 455,932     |  
|                                                                                  |  |             |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |             | (3,763,504  | ) |      |   | (2,303,995  | )
|                                                                                  |  |             |             |   |      |   |             |  
|Cash flows from financing activities                                              |  |             |             |   |      |   |             |  
|Net proceeds (repayments) on:                                                     |  |             |             |   |      |   |             |  
|Senior debt                                                                       |  |             | 118,464     |   |      |   | (90,980     | )
|Demand notes                                                                      |  |             | (928,569    | ) |      |   | (626,390    | )
|Repayments on senior subordinated debt                                            |  |             |            |   |      |   | (150,000    | )
|Repayments on junior subordinated debt and related parties                        |  |             |            |   |      |   | (105,000    | )
|Proceeds-variable rate subordinated debentures                                    |  |             | 3,214,603   |   |      |   | 3,900,099   |  
|Repayments-variable rate subordinated debentures                                  |  |             | (2,928,465  | ) |      |   | (3,014,869  | )
|                                                                                  |  |             |             |   |      |   |             |  
|Net cash used in financing activities                                             |  |             | (523,967    | ) |      |   | (87,140     | )
|                                                                                  |  |             |             |   |      |   |             |  
|Net change in cash and cash equivalents                                           |  |             | (1,562,175  | ) |      |   | 985,029     |  
|Cash and cash equivalents, beginning of period                                    |  |             | 17,854,277  |   |      |   | 12,919,524  |  
|                                                                                  |  |             |             |   |      |   |             |  
|Cash and cash equivalents, end of period                                          |  | $           | 16,292,102  |   |      | $ | 13,904,553  |  
|                                                                                  |  |             |             |   |      |   |             |  

See accompanying notes to the consolidated financial statements.



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)



|                                                  |  |             |           |      |   |          
|------------------------------------------------- |  | ----------- | --------- | ---- | - | ---------
|Three months ended December 25,                   |  | 2007        |           | 2006
|                                                  |  | (Unaudited)
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |  |             |           |      |   |          
|                                                  |  |            
|Cash paid during the quarter for:                 |  |             |           |      |   |          
|Interest                                          |  | $           | 1,402,672 |      | $ | 1,269,028
|                                                  |  |             |           |      |   |          
|Income taxes                                      |  | $           | 181,488   |      | $ | 6,949    
|                                                  |  |             |           |      |   |          

See accompanying notes to the 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 (the Parent) and subsidiaries (collectively with the Parent, the Company) included herein have been prepared by the Company without audit, pursuant to the
rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been
omitted. For a description of significant accounting policies used by the Company in the preparation of its consolidated financial statements, see Note 1 to the Consolidated Financial Statements in the Companys 2007 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of the Company and all of its subsidiaries 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 U.S. generally accepted accounting
principles for the interim periods reported. The results of operations for the three months ended December 25, 2007 and 2006 are not necessarily indicative of the results for the full fiscal year.

NOTE 2  NATURE OF BUSINESS

The Companys
business consists of: the operation of finance company offices in 102 locations throughout Georgia, Alabama, Louisiana and Florida; sales of retail merchandise (principally furniture, appliances, and electronics) at certain finance company
locations; and the operation of three used automobile dealerships in the state of 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 prepaid phone service and automobile club memberships.

The Companys loan portfolio consists of consumer sales finance contracts receivables and direct consumer loan receivables. Consumer sales finance contracts receivables consist principally of retail installment
sale contracts collateralized by used automobiles and consumer goods which are initiated by automobile and consumer good dealerships, subject to credit approval, in the locations where the Company operates offices. 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.

NOTE 3
 RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance
with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax
return. Additional disclosures about the amounts of such liabilities will be required also. The Company adopted FIN 48 on September 26, 2007 and its adoption did not have a material effect on the Companys consolidated financial
statements.



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3  RECENT ACCOUNTING
PRONOUNCEMENTS (Continued)

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, Fair Value
Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of this statement could have on its consolidated financial statements.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and LiabilitiesIncluding an amendment of FASB Statement
No. 115. SFAS 159 permits entities to choose to measure certain financial assets and liabilities at fair value (the fair value option). Unrealized gains and losses, arising subsequent to adoption, are reported in earnings. SFAS
159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of this statement could have on its consolidated financial statements.

In December 2007, the FASB issued SFAS 141(R), Business Combinations. This Statement replaces SFAS 141, Business
Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS 141(R) will apply prospectively to business combinations for which the acquisition date is on or after the Companys fiscal year beginning September 26, 2009.
While the Company has not yet evaluated this statement for the impact, if any, that SFAS 141(R) will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after September 25,
2009.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements. This
Statement amends Accounting Research Bulletin 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company has not yet determined the impact, if any, that SFAS 160 will have on its consolidated
financial statements. SFAS 160 is effective for the Companys fiscal year beginning September 26, 2009.



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##### Table of Contents

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4  FINANCE RECEIVABLES AND
ALLOWANCE FOR CREDIT LOSSES

Finance receivables consisted of the following:



|                                                        |  |                   |             |   |                    |   |             |  
|------------------------------------------------------- |  | ----------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                        |  | December 25, 2007 |             |   | September 25, 2007 |  
|                                                        |  | (Unaudited)       |             |   |                    |  
|Finance receivables, direct consumer                    |  | $                 | 47,844,643  |   |                    | $ | 46,834,666  |  
|Finance receivables, consumer sales finance             |  |                   | 16,543,773  |   |                    |   | 14,466,682  |  
|Finance receivables, auto sales finance                 |  |                   | 31,895,347  |   |                    |   | 32,259,968  |  
|                                                        |  |                   |             |   |                    |   |             |  
|Total gross finance receivables                         |  |                   | 96,283,763  |   |                    |   | 93,561,316  |  
|Unearned insurance commissions                          |  |                   | (3,104,807  | ) |                    |   | (2,815,646  | )
|Unearned finance charges                                |  |                   | (12,328,858 | ) |                    |   | (12,122,154 | )
|Accrued interest receivable                             |  |                   | 878,907     |   |                    |   | 924,986     |  
|                                                        |  |                   |             |   |                    |   |             |  
|Finance receivables, before allowance for credit losses |  |                   | 81,729,005  |   |                    |   | 79,548,502  |  
|Allowance for credit losses                             |  |                   | (3,807,658  | ) |                    |   | (3,710,679  | )
|                                                        |  |                   |             |   |                    |   |             |  
|Finance receivables, net                                |  | $                 | 77,921,347  |   |                    | $ | 75,837,823  |  
|                                                        |  |                   |             |   |                    |   |             |  

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



|                             |  |                                                      |            |   |                                               |   |            |                                                      |  |   |            |  
|---------------------------- |  | ---------------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | ---------------------------------------------------- |  | - | ---------- | -
|                             |  | As of and for thethree months endedDecember 25, 2007 |            |   | As of and for theyear endedSeptember 25, 2007 |   |            | As of and for thethree months endedDecember 25, 2006 | 
|                             |  | (Unaudited)                                          |            |   |                                               |   |            | (Unaudited)                                          | 
|Beginning balance            |  | $                                                    | 3,710,679  |   |                                               | $ | 3,139,359  |                                                      |  | $ | 3,139,359  |  
|Provisions for credit losses |  |                                                      | 1,542,673  |   |                                               |   | 4,982,494  |                                                      |  |   | 1,126,703  |  
|Charge-offs                  |  |                                                      | (1,518,043 | ) |                                               |   | (4,583,650 | )                                                    |  |   | (1,195,639 | )
|Recoveries                   |  |                                                      | 47,616     |   |                                               |   | 181,218    |                                                      |  |   | 27,932     |  
|Other                        |  |                                                      | 24,733     |   |                                               |   | (8,742     | )                                                    |  |   | (85        | )
|                             |  |                                                      |            |   |                                               |   |            |                                                      |  |   |            |  
|Ending balance               |  | $                                                    | 3,807,658  |   |                                               | $ | 3,710,679  |                                                      |  | $ | 3,098,270  |  
|                             |  |                                                      |            |   |                                               |   |            |                                                      |  |   |            |  

NOTE 5  INVENTORY

Inventory consisted of the following:



|                                 |  |                   |           |                    |   |          
|-------------------------------- |  | ----------------- | --------- | ------------------ | - | ---------
|                                 |  | December 25, 2007 |           | September 25, 2007
|                                 |  | (Unaudited)       |           |                   
|Used automobiles                 |  | $                 | 2,235,866 |                    | $ | 2,170,617
|Home furnishings and electronics |  |                   | 609,669   |                    |   | 886,158  
|                                 |  |                   |           |                    |   |          
|Total inventory                  |  | $                 | 2,845,535 |                    | $ | 3,056,775
|                                 |  |                   |           |                    |   |          



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The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 6  ACCOUNTS PAYABLE AND
OTHER ACCRUED LIABILITIES

Accounts payable and other accrued liabilities consisted of the following:



|                                                     |  |                   |           |                    |   |          
|---------------------------------------------------- |  | ----------------- | --------- | ------------------ | - | ---------
|                                                     |  | December 25, 2007 |           | September 25, 2007
|                                                     |  | (Unaudited)       |           |                   
|Accounts payable                                     |  | $                 | 125,432   |                    | $ | 272,558  
|Insurance payable, loan related                      |  |                   | 998,829   |                    |   | 698,719  
|Accrued payroll                                      |  |                   | 512,017   |                    |   | 521,063  
|Accrued payroll taxes                                |  |                   | 37,924    |                    |   | 39,402   
|Money orders                                         |  |                   | 1,172,651 |                    |   | 987,264  
|Sales tax payable                                    |  |                   | 1,342,328 |                    |   | 1,314,176
|Other liabilities                                    |  |                   | 219,394   |                    |   | 186,874  
|                                                     |  |                   |           |                    |   |          
|Total accounts payable and other accrued liabilities |  | $                 | 4,408,575 |                    | $ | 4,020,056
|                                                     |  |                   |           |                    |   |          

NOTE 7  DEBT

Debt consisted of the following:



|                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |            |                    |   |           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | ------------------ | - | ----------
|                                                                                                                                                                                                                                                                                                                                                                                       |  | December 25, 2007 |            | September 25, 2007
|                                                                                                                                                                                                                                                                                                                                                                                       |  | (Unaudited)       |            |                   
|Senior debt: due to banks and commercial finance companies, collateralized by inventory and certain automotive equipment, and certain notes include personal guarantees of a
shareholder, interest at 5.99% to 10.25% (some variable), due 2008 to 2010. The carrying values of the collateral at December 25, 2007 and September 25, 2007 were $670,458 and $1,053,418, respectively. |  | $                 | 630,127    |                    | $ | 511,663   
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |            |                    |   |           
|Total senior debt                                                                                                                                                                                                                                                                                                                                                                      |  |                   | 630,127    |                    |   | 511,663   
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |            |                    |   |           
|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 2011.                                                                                                                                                                                                           |  |                   | 53,746,530 |                    |   | 56,267,926
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                  
|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
2011.                                                                                                                                                                                                                       |  |                   | 28,400,624 |                    |   | 25,593,090
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |            |                    |   |           
|Total variable rate subordinated debentures                                                                                                                                                                                                                                                                                                                                            |  |                   | 82,147,154 |                    |   | 81,861,016
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |            |                    |   |           



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The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)



NOTE 7  DEBT (CONTINUED)



|                                                                                                                                |  |                   |            |                    |   |           
|------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | ------------------ | - | ----------
|                                                                                                                                |  | December 25, 2007 |            | September 25, 2007
|                                                                                                                                |  | (Unaudited)       |            |                   
|Demand notes issued by The Money Tree of Georgia Inc.: due to individuals, unsecured, interest at 4.25% to 5.0%, due on demand. |  |                   | 1,082,638  |                    |   | 1,451,550 
|                                                                                                                                |  |                  
|Demand notes issued by The Money Tree Inc.: due to individuals, unsecured, interest at 4.25% to 5.0%, due on demand.            |  |                   | 3,980,167  |                    |   | 4,539,824 
|                                                                                                                                |  |                   |            |                    |   |           
|Total demand notes                                                                                                              |  |                   | 5,062,805  |                    |   | 5,991,374 
|                                                                                                                                |  |                   |            |                    |   |           
|Total debt                                                                                                                      |  | $                 | 87,840,086 |                    | $ | 88,364,053
|                                                                                                                                |  |                   |            |                    |   |           

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, LLLP 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, LLLP. The Companys Sole Director is the president of Martin Investments, Inc. which is the managing general partner of Martin Family Group LLLP. The Company has entered into lease agreements whereby rent is paid
monthly for use of these locations. In addition, Martin Sublease LLC, which is controlled by Martin Investments Inc., leases, and then subleases to the Company, another 53 branch office locations and two used car lots 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 are comparable to those obtained from third parties. Total
rents paid were $519,825 and $506,660 for the three months ended December 25, 2007 and 2006, respectively and are included in operating expense in the Accompanying Unaudited Consolidated Statements of Income.

The Company receives commissions from sales of motor club memberships from an entity owned by the Companys founder and former CEOs three
children (including the Companys Sole Director) and the Companys President, pursuant to an Agency Sales Agreement. Commissions earned on the sale of these memberships were $512,316 and $544,986 for the three months ended
December 25, 2007 and 2006, 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, 2007.



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The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

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 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 $578,655 and $530,798 for the three months ended
December 25, 2007 and 2006, respectively.

NOTE 12  SEGMENT FINANCIAL INFORMATION

Statement of Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise and Related Information (SFAS 131), 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 original core operations of the Company: the small consumer loan business in the four states in which the Company operates.
The 102 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 three used automobile sales locations and offers financing in conjunction with these sales. These locations target similar customers in the Bainbridge, GA, Columbus, 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. 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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The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)



NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)



|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|---------------------------------------------- |  | -------------------------------- | ------ | - | ---------------------------------- | - | ------ | ----------------- |  | - | ------- | -
|Three months ended December 25, 2007           |  | Consumer Finance& Sales Division |        |   | Automotive Finance& Sales Division |   |        | Total Segments    | 
|In Thousands                                   |  | (Unaudited)                      |       
|Net revenues before retail sales               |  | $                                | 4,826  |   |                                    | $ | 193    |                   |  | $ | 5,019   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Gross margin on retail sales                   |  |                                  | 1,187  |   |                                    |   | 770    |                   |  |   | 1,957   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Segment operating expenses                     |  |                                  | (5,904 | ) |                                    |   | (928   | )                 |  |   | (6,832  | )
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Segment operating profit                       |  | $                                | 109    |   |                                    | $ | 35     |                   |  | $ | 144     |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|                                               |  |                                  |       
|December 25, 2007                              |  |                                  |        |   |                                    |   |        |                   | 
|In Thousands                                   |  |                                  |        |   |                                    |   |        |                   | 
|Assets                                         |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Total segment assets                           |  | $                                | 63,381 |   |                                    | $ | 28,010 |                   |  | $ | 91,391  |  
|                                               |  |                                  |       
|RECONCILIATION:                                |  |                                  |        |   |                                    |   |        | December 25, 2007 | 
|                                               |  |                                  |        |   |                                    |   |        | (Thousands)       | 
|Assets:                                        |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Total assets for reportable segments           |  |                                  |        |   |                                    |   |        |                   |  | $ | 91,391  |  
|                                               |  |                                  |       
|Cash and cash equivalents at corporate level   |  |                                  |        |   |                                    |   |        |                   |  |   | 9,518   |  
|Other receivables at corporate level           |  |                                  |        |   |                                    |   |        |                   |  |   | 1,116   |  
|Property and equipment, net at corporate level |  |                                  |        |   |                                    |   |        |                   |  |   | 1,288   |  
|Deferred income taxes at corporate level       |  |                                  |        |   |                                    |   |        |                   |  |   | 1,361   |  
|Other assets at corporate level                |  |                                  |        |   |                                    |   |        |                   |  |   | 1,658   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Consolidated Assets                            |  |                                  |        |   |                                    |   |        |                   |  | $ | 106,332 |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  



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The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)



NOTE 12  SEGMENT FINANCIAL INFORMATION (CONTINUED)





|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|---------------------------------------------- |  | -------------------------------- | ------ | - | ---------------------------------- | - | ------ | ----------------- |  | - | ------- | -
|Three months endedDecember 25, 2006            |  | Consumer Finance& Sales Division |        |   | Automotive Finance& Sales Division |   |        | Total Segments    | 
|In Thousands                                   |  | (Unaudited)                      |       
|Net revenues before retail sales               |  | $                                | 5,681  |   |                                    | $ | 220    |                   |  | $ | 5,901   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Gross margin on retail sales                   |  |                                  | 940    |   |                                    |   | 950    |                   |  |   | 1,890   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Segment operating expenses                     |  |                                  | (5,894 | ) |                                    |   | (972   | )                 |  |   | (6,866  | )
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Segment operating profit                       |  | $                                | 727    |   |                                    | $ | 198    |                   |  | $ | 925     |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|                                               |  |                                  |       
|December 25, 2006                              |  |                                  |        |   |                                    |   |        |                   | 
|In Thousands                                   |  |                                  |        |   |                                    |   |        |                   | 
|Assets                                         |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Total segment assets                           |  | $                                | 65,211 |   |                                    | $ | 27,194 |                   |  | $ | 92,405  |  
|                                               |  |                                  |       
|RECONCILIATION:                                |  |                                  |        |   |                                    |   |        | December 25, 2006 | 
|                                               |  |                                  |        |   |                                    |   |        | (Thousands)       | 
|Assets:                                        |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Total assets for reportable segments           |  |                                  |        |   |                                    |   |        |                   |  | $ | 92,405  |  
|                                               |  |                                  |       
|Cash and cash equivalents at corporate level   |  |                                  |        |   |                                    |   |        |                   |  |   | 6,292   |  
|Other receivables at corporate level           |  |                                  |        |   |                                    |   |        |                   |  |   | 1,256   |  
|Employee receivables at corporate level        |  |                                  |        |   |                                    |   |        |                   |  |   | 5       |  
|Property and equipment, net at corporate level |  |                                  |        |   |                                    |   |        |                   |  |   | 822     |  
|Deferred income taxes at corporate level       |  |                                  |        |   |                                    |   |        |                   |  |   | 645     |  
|Other assets at corporate level                |  |                                  |        |   |                                    |   |        |                   |  |   | 1,430   |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  
|Consolidated Assets                            |  |                                  |        |   |                                    |   |        |                   |  | $ | 102,855 |  
|                                               |  |                                  |        |   |                                    |   |        |                   |  |   |         |  



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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 post-effective amendment to registration statement on Form S-1 filed with the Securities and Exchange Commission on January 23, 2008. 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 for the year ended September 25, 2007.

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 three used automobile
dealerships in the State of Georgia. We also offer insurance products, prepaid phone services and automobile club memberships to our loan customers.

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:



14



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|                                           |  |                                                   |            |   |      |   |            |  
|------------------------------------------ |  | ------------------------------------------------- | ---------- | - | ---- | - | ---------- | -
|Description of Loans and Contracts         | 
|                                           |  | As of, or for, the ThreeMonths Ended
December 25, |           
|                                           |  | 2007                                              |            |   | 2006 |  
|Direct Consumer Loans:                     |  |                                                   |            |   |      |   |            |  
|Number of Loans Made to New Borrowers      |  |                                                   | 5,498      |   |      |   | 6,071      |  
|Number of Loans Made to Former Borrowers   |  |                                                   | 15,162     |   |      |   | 14,281     |  
|Number of Loans Made to Existing Borrowers |  |                                                   | 20,660     |   |      |   | 20,352     |  
|Total Number of Loans Made                 |  |                                                   | 41,320     |   |      |   | 40,704     |  
|Total Volume of Loans Made                 |  | $                                                 | 19,941,082 |   |      | $ | 20,750,756 |  
|Average Size of Loans Made                 |  | $                                                 | 483        |   |      | $ | 510        |  
|Number of Loans Outstanding                |  |                                                   | 78,905     |   |      |   | 74,171     |  
|Total of Loans Outstanding*                |  | $                                                 | 41,477,349 |   |      | $ | 46,005,060 |  
|Percent of Loans Outstanding               |  |                                                   | 46.13      | % |      |   | 50.75      | %
|Average Balance on Outstanding Loans       |  | $                                                 | 526        |   |      | $ | 620        |  
|                                           |  |                                                  
|Motor Vehicle Installment Sales Contracts: |  |                                                   |            |   |      |   |            |  
|Total Number of Contracts Made             |  |                                                   | 190        |   |      |   | 234        |  
|Total Volume of Contracts Made             |  | $                                                 | 3,496,254  |   |      | $ | 4,251,753  |  
|Average Size of Contracts Made             |  | $                                                 | 18,401     |   |      | $ | 18,170     |  
|Number of Contracts Outstanding            |  |                                                   | 2,799      |   |      |   | 2,709      |  
|Total of Contracts Outstanding*            |  | $                                                 | 31,895,347 |   |      | $ | 31,568,578 |  
|Percent of Total Loans and Contracts       |  |                                                   | 35.47      | % |      |   | 34.83      | %
|Average Balance on Outstanding Contracts   |  | $                                                 | 11,395     |   |      | $ | 11,653     |  
|                                           |  |                                                  
|Consumer Sales Finance Contracts:          |  |                                                   |            |   |      |   |            |  
|Number of Contracts Made to New Customers  |  |                                                   | 38         |   |      |   | 41         |  
|Number of Loans Made to Former Customers   |  |                                                   | 1,008      |   |      |   | 852        |  
|Number of Loans Made to Existing Customers |  |                                                   | 1,046      |   |      |   | 893        |  
|Total Contracts Made                       |  |                                                   | 2,092      |   |      |   | 1,786      |  
|Total Volume of Contracts Made             |  | $                                                 | 6,421,213  |   |      | $ | 5,125,678  |  
|Number of Contracts Outstanding            |  |                                                   | 7,638      |   |      |   | 6,365      |  
|Total of Contracts Outstanding*            |  | $                                                 | 16,543,773 |   |      | $ | 13,069,814 |  
|Percent of Total Loans and Contracts       |  |                                                   | 18.40      | % |      |   | 14.42      | %
|Average Balance of Outstanding Contracts   |  | $                                                 | 2,166      |   |      | $ | 2,053      |  



|* | Contracts outstanding are exclusive of the following aggregate amounts of bankrupt accounts: $6,367,294 as of December 25, 2007 and $5,823,878 as of
December 25, 2006.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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



|                                               |  |                    |            |      |   |           
|---------------------------------------------- |  | ------------------ | ---------- | ---- | - | ----------
|                                               |  | As of December 25,
|                                               |  | 2007               |            | 2006
|Total Finance Receivables Outstanding (gross): |  |                    |            |      |   |           
|                                               |  |                   
|Direct Consumer Loans                          |  | $                  | 41,477,349 |      | $ | 46,005,060
|Motor Vehicle Installment                      |  |                    | 31,895,347 |      |   | 31,568,578
|Consumer Sales Finance                         |  |                    | 16,543,773 |      |   | 13,069,814
|Bankrupt Accounts                              |  |                    | 6,367,294  |      |   | 5,823,878 
|                                               |  |                    |            |      |   |           
|Total Gross Outstanding                        |  | $                  | 96,283,763 |      | $ | 96,467,330
|                                               |  |                    |            |      |   |           

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 (charge offs are shown net of
non-file insurance receipts in our Allowance for Credit Losses). Rebates represent reductions to gross loan amounts of precomputed interest and insurance premiums resulting from loans refinanced and other loans paid off before maturity. Other
adjustments primarily represent accounts transferred to and from the department that administers bankrupt accounts.



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|                                           |  |                                        |             |   |      |   |             |  
|------------------------------------------ |  | -------------------------------------- | ----------- | - | ---- | - | ----------- | -
|                                           |  | For the Three Months EndedDecember 25, |            
|                                           |  | 2007                                   |             |   | 2006 |  
|Direct Consumer Loans:                     |  |                                        |             |   |      |   |             |  
|Balance - beginning                        |  | $                                      | 40,719,291  |   |      | $ | 46,071,669  |  
|Finance receivables originated             |  |                                        | 19,941,082  |   |      |   | 20,750,756  |  
|Collections                                |  |                                        | (12,145,282 | ) |      |   | (13,164,231 | )
|Refinances                                 |  |                                        | (4,639,566  | ) |      |   | (5,280,243  | )
|Charge offs, gross                         |  |                                        | (1,393,669  | ) |      |   | (1,016,304  | )
|Rebates / other adjustments                |  |                                        | (1,004,507  | ) |      |   | (1,356,587  | )
|                                           |  |                                        |             |   |      |   |             |  
|Balance - end                              |  | $                                      | 41,477,349  |   |      | $ | 46,005,060  |  
|                                           |  |                                        |             |   |      |   |             |  
|Consumer Sales Finance Contracts:          |  |                                        |             |   |      |   |             |  
|Balance - beginning                        |  | $                                      | 14,466,682  |   |      | $ | 11,813,566  |  
|Finance receivables originated             |  |                                        | 6,421,213   |   |      |   | 5,125,678   |  
|Collections                                |  |                                        | (1,619,504  | ) |      |   | (1,339,170  | )
|Refinances                                 |  |                                        | (1,783,135  | ) |      |   | (1,505,672  | )
|Charge offs, gross                         |  |                                        | (238,958    | ) |      |   | (455,672    | )
|Rebates / other adjustments                |  |                                        | (702,525    | ) |      |   | (568,916    | )
|                                           |  |                                        |             |   |      |   |             |  
|Balance - end                              |  | $                                      | 16,543,773  |   |      | $ | 13,069,814  |  
|                                           |  |                                        |             |   |      |   |             |  
|Motor Vehicle Installment Sales Contracts: |  |                                        |             |   |      |   |             |  
|Balance - beginning                        |  | $                                      | 32,259,968  |   |      | $ | 31,280,840  |  
|Finance receivables originated             |  |                                        | 3,496,254   |   |      |   | 4,251,753   |  
|Collections                                |  |                                        | (3,339,345  | ) |      |   | (3,394,544  | )
|Refinances                                 |  |                                        |            |   |      |   |            |  
|Charge offs, gross                         |  |                                        | (304,684    | ) |      |   | (287,010    | )
|Rebates / other adjustments                |  |                                        | (216,846    | ) |      |   | (282,461    | )
|                                           |  |                                        |             |   |      |   |             |  
|Balance - end                              |  | $                                      | 31,895,347  |   |      | $ | 31,568,578  |  
|                                           |  |                                        |             |   |      |   |             |  
|Total Active Accounts:                     |  |                                        |             |   |      |   |             |  
|Balance - beginning                        |  | $                                      | 87,445,941  |   |      | $ | 89,166,075  |  
|Loans originated                           |  |                                        | 29,858,549  |   |      |   | 30,128,187  |  
|Collections                                |  |                                        | (17,104,131 | ) |      |   | (17,897,945 | )
|Refinances                                 |  |                                        | (6,422,701  | ) |      |   | (6,785,915  | )
|Charge offs, gross                         |  |                                        | (1,937,311  | ) |      |   | (1,758,986  | )
|Rebates / other adjustments                |  |                                        | (1,923,878  | ) |      |   | (2,207,964  | )
|                                           |  |                                        |             |   |      |   |             |  
|Balance - end                              |  | $                                      | 89,916,469  |   |      | $ | 90,643,452  |  
|                                           |  |                                        |             |   |      |   |             |  
|Total Bankrupt Accounts:                   |  |                                        |             |   |      |   |             |  
|Balance - beginning                        |  | $                                      | 6,115,375   |   |      | $ | 5,618,931   |  
|Charge offs, gross                         |  |                                        | (179,340    | ) |      |   | (167,566    | )
|Adjustments                                |  |                                        | 431,259     |   |      |   | 372,513     |  
|                                           |  |                                        |             |   |      |   |             |  
|Balance - end                              |  | $                                      | 6,367,294   |   |      | $ | 5,823,878   |  
|                                           |  |                                        |             |   |      |   |             |  
|Total Gross Outstanding Receivables        |  | $                                      | 96,283,763  |   |      | $ | 96,467,330  |  
|                                           |  |                                        |             |   |      |   |             |  



17



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



|                                                      |  |                                |            |   |      |   |            |  
|----------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                      |  | Three Months EndedDecember 25, |           
|                                                      |  | 2007                           |            |   | 2006 |  
|Finance Receivables Originated:                       |  |                                |            |   |      |   |            |  
|Direct consumer                                       |  | $                              | 19,941,082 |   |      | $ | 20,750,756 |  
|Consumer sales finance                                |  |                                | 6,421,213  |   |      |   | 5,125,678  |  
|Motor vehicle installment sales                       |  |                                | 3,496,254  |   |      |   | 4,251,753  |  
|                                                      |  |                                |            |   |      |   |            |  
|Total gross finance receivables originated            |  |                                | 29,858,549 |   |      |   | 30,128,187 |  
|Non-cash items included in gross finance receivables* |  |                                | (9,128,221 | ) |      |   | (9,604,297 | )
|                                                      |  |                                |            |   |      |   |            |  
|Finance receivables originated - cash flows           |  | $                              | 20,730,328 |   |      | $ | 20,523,890 |  
|                                                      |  |                                |            |   |      |   |            |  
|Finance Receivables Repaid:                           |  |                                |            |   |      |   |            |  
|Collections                                           |  |                                |            |   |      |   |            |  
|Direct consumer                                       |  | $                              | 12,145,282 |   |      | $ | 13,164,231 |  
|Consumer sales finance                                |  |                                | 1,619,504  |   |      |   | 1,339,170  |  
|Motor vehicle installment sales                       |  |                                | 3,339,345  |   |      |   | 3,394,544  |  
|                                                      |  |                                |            |   |      |   |            |  
|Finance receivables repaid - cash flows               |  | $                              | 17,104,131 |   |      | $ | 17,897,945 |  
|                                                      |  |                                |            |   |      |   |            |  



|* | 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 demand for used cars is at its 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 general 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. See Quantitative and Qualitative
Disclosures About Market Risk below.

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



|                                                               |  |                                                   |            |   |      |   |            |  
|-------------------------------------------------------------- |  | ------------------------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                               |  | As of, or for, the Three MonthsEnded December 25, |           
|                                                               |  | 2007                                              |            |   | 2006 |  
|Average net finance receivables(1)                             |  | $                                                 | 80,248,602 |   |      | $ | 80,150,494 |  
|Average notes payable(2)                                       |  | $                                                 | 88,314,374 |   |      | $ | 87,428,317 |  
|                                                               |  |                                                  
|Interest income                                                |  | $                                                 | 3,591,153  |   |      | $ | 3,867,537  |  
|Loan fee income, excluding delinquency fees                    |  |                                                   | 1,397,039  |   |      |   | 1,267,068  |  
|                                                               |  |                                                   |            |   |      |   |            |  
|Total interest and fee income                                  |  |                                                   | 4,988,192  |   |      |   | 5,134,605  |  
|Interest expense                                               |  |                                                   | 2,065,513  |   |      |   | 1,941,069  |  
|                                                               |  |                                                   |            |   |      |   |            |  
|Net interest and fee income before provision for credit losses |  | $                                                 | 2,922,679  |   |      | $ | 3,193,536  |  
|                                                               |  |                                                   |            |   |      |   |            |  
|Average interest rate earned (annualized)                      |  |                                                   | 24.9       | % |      |   | 25.6       | %
|Average interest rate paid (annualized)                        |  |                                                   | 9.4        | % |      |   | 8.9        | %
|Net interest rate spread (annualized)                          |  |                                                   | 15.5       | % |      |   | 16.7       | %
|Net interest margin (annualized)(3)                            |  |                                                   | 14.6       | % |      |   | 15.9       | %



|(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

An allowance for credit losses is maintained to account for the probable losses inherent in the finance receivable portfolio. The
allowance is calculated based upon managements estimate of the expected collectability of loans outstanding based upon a variety of factors, including, without limitation, periodic analysis of the loan portfolio, historic loan loss experience,



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borrowers ability to repay and collateral considerations. We maintain an allowance for credit losses at a level that we consider adequate to provide
for probable losses based on historical ratios of charge-offs to average notes receivable.

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 17. Recoveries represent receipts from non-file insurance claims and cash recoveries.



|                                                            |  |                                                   |            |   |      |   |            |  
|----------------------------------------------------------- |  | ------------------------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                            |  | As of, or for, the Three MonthsEnded December 25, |           
|                                                            |  | 2007                                              |            |   | 2006 |  
|Direct Consumer Loans and Consumer Sales Finance Contracts: |  |                                                   |            |   |      |   |            |  
|Average net finance receivables                             |  | $                                                 | 54,314,901 |   |      | $ | 54,670,518 |  
|                                                            |  |                                                  
|Charge offs - direct consumer                               |  | $                                                 | 1,393,669  |   |      | $ | 1,016,304  |  
|Charge offs - consumer sales finance                        |  |                                                   | 238,958    |   |      |   | 455,672    |  
|Charge offs - bankruptcy                                    |  |                                                   | 179,340    |   |      |   | 167,566    |  
|                                                            |  |                                                   |            |   |      |   |            |  
|Total gross charge offs                                     |  |                                                   | 1,811,967  |   |      |   | 1,639,542  |  
|Recoveries (all direct consumer)                            |  |                                                   | (646,224   | ) |      |   | (758,845   | )
|                                                            |  |                                                   |            |   |      |   |            |  
|Charge offs, net                                            |  | $                                                 | 1,165,743  |   |      | $ | 880,697    |  
|Percent of net charge offs to average receivables           |  |                                                   | 2.1        | % |      |   | 1.6        | %
|                                                            |  |                                                  
|Motor Vehicle Installment Sales Contracts:                  |  |                                                   |            |   |      |   |            |  
|Average outstanding finance receivables                     |  | $                                                 | 25,933,701 |   |      | $ | 25,479,976 |  
|                                                            |  |                                                  
|Charge offs, gross                                          |  | $                                                 | 304,684    |   |      | $ | 287,010    |  
|Recoveries                                                  |  |                                                   |           |   |      |   |           |  
|                                                            |  |                                                   |            |   |      |   |            |  
|Charge offs, net                                            |  | $                                                 | 304,684    |   |      | $ | 287,010    |  
|Percent of net charge offs to average receivables           |  |                                                   | 1.2        | % |      |   | 1.1        | %
|                                                            |  |                                                  
|Total Receivables:                                          |  |                                                   |            |   |      |   |            |  
|                                                            |  |                                                  
|Average outstanding finance receivables                     |  | $                                                 | 80,248,602 |   |      | $ | 80,150,494 |  
|                                                            |  |                                                  
|Charge offs, gross                                          |  | $                                                 | 2,116,651  |   |      | $ | 1,926,552  |  
|Recoveries (all direct consumer)                            |  |                                                   | (646,224   | ) |      |   | (758,845   | )
|                                                            |  |                                                   |            |   |      |   |            |  
|Charge offs, net                                            |  | $                                                 | 1,470,427  |   |      | $ | 1,167,707  |  
|Percent of net charge offs to average receivables           |  |                                                   | 1.8        | % |      |   | 1.5        | %



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As of December 25, 2007 and September 25, 2007, our allowance for credit losses
was $3.8 million and $3.7 million, respectively. The growth in outstanding finance receivables was the primary reason for the increase in our allowance for credit losses.

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 assured. Below is certain information relating to the delinquency status of each category of our receivables for the quarters ended December 25, 2007 and 2006:



|                                                  |  |                         |            |   |                                |   |            |                                        |  |   |                    |   |  |       |           |   |  |   |            |  
|------------------------------------------------- |  | ----------------------- | ---------- | - | ------------------------------ | - | ---------- | -------------------------------------- |  | - | ------------------ | - |  | ----- | --------- | - |  | - | ---------- | -
|                                                  |  | As of December 25, 2007 |           
|                                                  |  | DirectConsumerSales     |            |   | ConsumerSales FinanceContracts |   |            | Motor VehicleInstallmentSalesContracts |  |   | BankruptcyAccounts |   |  | Total |          
|Gross Loans and Contracts Receivables             |  | $                       | 41,477,349 |   |                                | $ | 16,543,773 |                                        |  | $ | 31,895,347         |   |  | $     | 6,367,294 |   |  | $ | 96,283,763 |  
|Loans and Contracts 60 - 90 days past due         |  | $                       | 764,940    |   |                                | $ | 284,550    |                                        |  | $ | 133,411            |   |  | $     | 241,933   |   |  | $ | 1,424,834  |  
|Percentage of Outstanding                         |  |                         | 1.8        | % |                                |   | 1.7        | %                                      |  |   | 0.4                | % |  |       | 3.8       | % |  |   | 1.5        | %
|Loans and Contracts greater than 90 days past due |  | $                       | 10,879,986 |   |                                | $ | 3,382,797  |                                        |  | $ | 81,777             |   |  | $     | 3,611,602 |   |  | $ | 17,956,162 |  
|Percentage of Outstanding                         |  |                         | 26.2       | % |                                |   | 20.4       | %                                      |  |   | 0.3                | % |  |       | 56.7      | % |  |   | 18.6       | %
|Loans and Contracts greater than 60 days past due |  | $                       | 11,644,926 |   |                                | $ | 3,667,347  |                                        |  | $ | 215,188            |   |  | $     | 3,853,535 |   |  | $ | 19,380,996 |  
|Percentage of Outstanding                         |  |                         | 28.1       | % |                                |   | 22.2       | %                                      |  |   | 0.7                | % |  |       | 60.5      | % |  |   | 20.1       | %



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|                                                  |  |                         |            |   |                                |   |            |                                        |  |   |                    |   |  |       |           |   |  |   |            |  
|------------------------------------------------- |  | ----------------------- | ---------- | - | ------------------------------ | - | ---------- | -------------------------------------- |  | - | ------------------ | - |  | ----- | --------- | - |  | - | ---------- | -
|                                                  |  | As of December 25, 2006 |           
|                                                  |  | DirectConsumerSales     |            |   | ConsumerSales FinanceContracts |   |            | Motor VehicleInstallmentSalesContracts |  |   | BankruptcyAccounts |   |  | Total |          
|Gross Loans and Contracts Receivables             |  | $                       | 46,005,060 |   |                                | $ | 13,069,814 |                                        |  | $ | 31,568,578         |   |  | $     | 5,823,878 |   |  | $ | 96,467,330 |  
|Loans and Contracts 60 - 90 days past due         |  | $                       | 700,767    |   |                                | $ | 209,320    |                                        |  | $ | 7,211              |   |  | $     | 238,516   |   |  | $ | 1,155,814  |  
|Percentage of Outstanding                         |  |                         | 1.5        | % |                                |   | 1.6        | %                                      |  |   | 0.0                | % |  |       | 4.1       | % |  |   | 1.2        | %
|Loans and Contracts greater than 90 days past due |  | $                       | 10,763,772 |   |                                | $ | 2,741,714  |                                        |  | $ |                   |   |  | $     | 3,026,160 |   |  | $ | 16,531,646 |  
|Percentage of Outstanding                         |  |                         | 23.4       | % |                                |   | 21.0       | %                                      |  |   | 0.0                | % |  |       | 52.0      | % |  |   | 17.1       | %
|Loans and Contracts greater than 60 days past due |  | $                       | 11,464,539 |   |                                | $ | 2,951,034  |                                        |  | $ | 7,211              |   |  | $     | 3,264,676 |   |  | $ | 17,687,460 |  
|Percentage of Outstanding                         |  |                         | 24.9       | % |                                |   | 22.6       | %                                      |  |   | 0.0                | % |  |       | 56.1      | % |  |   | 18.3       | %

Results of Operations

Comparison of Three Months Ended December 25, 2007 and 2006

Net Revenues

Net revenues were $7.0 million and $7.8 million for the three months ended
December 25, 2007 and 2006, respectively. Increases in interest expense and the provision for credit losses along with decreases in interest and fee income and insurance commissions resulted in the decrease in net revenues for the first quarter
of the fiscal year ending September 25, 2008 compared to the first quarter of last year.

Net Interest and Fee
Income Before Provision for Credit Losses

Net interest and fee income before provision for credit losses was $2.9
million and $3.2 million for three months ended December 25, 2007 and 2006, respectively. During the first quarter of the fiscal year ending September 25, 2008, gross interest income decreased $0.1 million from $5.1 million to $5.0 million
as a result of a slight decrease in the yield earned on our loans outstanding. Interest expense was $2.1 million and $1.9 million for the three-month periods ended December 25, 2007 and 2006, respectively.

Provision for Credit Losses

Provision for credit losses was $1.5 million and $1.1 million for three months ended December 25, 2007 and 2006, respectively. Finance receivables charged off increased approximately $0.2 million over the same
period last year, while recoveries of charge offs decreased approximately $0.1 million. Additional provisions for credit losses of $0.1 million were a result of an increase in the allowance for credit losses over same period last year.



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Insurance and Other Products

Income from commissions on insurance products and motor club memberships decreased $0.1 million, from $3.2 million to $3.1 million for the
three months ended December 25, 2006 and 2007, respectively. Delinquency fee and other income remained approximately the same as last year.

Gross Margin on Retail Sales

Gross margins on retail sales were $2.0 million
and $1.9 million for three months ended December 25, 2007 and 2006, respectively. Sales in the automotive segment decreased approximately $0.7 million compared to the same period last year. Gross margin was down $0.2 million. Sales in the
consumer segment were up $0.6 million to last years first quarter sales resulting in increased margins of approximately $0.3 million.

Operating Expenses

Operating expenses were $6.8 million and $6.9 million for
three months ended December 25, 2007 and 2006, respectively. Personnel expenses, facilities expense and general & administrative expenses were approximately the same as last year. Other operating expenses were down approximately 7%
from prior year levels. We refined our process for customer solicitation that resulted in savings in advertising, postage, and other solicitation costs. The number of personnel required to travel has decreased resulting in decreases in automotive,
lodging and related cost.

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. 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 2008.

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.



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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 increased $2.4 million to $16.3 million at December 25, 2007
from $13.9 million at December 25, 2006. Cash and cash equivalents decreased $1.6 million during the three months ended December 25, 2007 primarily as a result of an increase in funds used in investing activities. Funds used in originating
finance receivables exceeded repayments by $3.6 million. During the first quarter of the fiscal year ending September 25, 2008, the primary sources of cash were net cash provided by operating activities of $2.7 million. Net cash used in
financing activities was $0.5 million. Although we issued $3.2 million in debentures, we redeemed $2.9 million of debentures and demand note redemptions exceed proceeds by $0.9 million. Cash and cash equivalents increased $1.0 million during the
three months ended December 25, 2006. Net cash used in investing activities was $2.3 million as a result of finance receivables originated exceeding loans repaid by $2.6 million. Proceeds from the sale of debentures exceeded redemptions of
debentures by $0.9 million and demand note redemptions exceeded sales of demand notes by $0.6 million. Other components of debt were reduced resulting in a $0.1 million in net cash used in financing activities.

During 2008, we expect to continue to use a significant amount of net offering proceeds we raise from the sale of Debentures and Demand
Notes to fund redemption obligations and pay interest on our securities. We will use any remaining net offering proceeds to fund our consumer loan demand, purchase used automobiles, open new branch office locations and to fund the other company
activities.

Debentures and Demand Notes

During the three months ended December 25, 2007, we (1) received gross proceeds of $3.2 million from the sale of debentures, and
(2) paid $2.9 million for redemption of debentures issued by us and our subsidiary, The Money Tree of Georgia Inc. and paid $0.9 million for net redemptions of demand notes issued by us and this subsidiary. As of December 25, 2007, we and
this subsidiary had $82.1 million of debentures and $5.1 million of demand notes outstanding compared to $81.9 million of debentures and $6.0 million of demand notes outstanding, as of September 25, 2007.

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



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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. Any losses incurred
from finance receivables that are impaired are charged off at 180 days past due. 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.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our profitability and financial performance are sensitive to changes in the U.S. Treasury yields and the spread between the effective rate of interest we receive on customer loans and the interest rates we pay on
our borrowings. Our finance income is generally not sensitive to fluctuations in market interest rates. The primary exposure that we face is changes in interest rates on our borrowings. A substantial and sustained increase in market interest rates
would likely adversely affect our growth and profitability since we will be required to increase the interest rates we pay to holders of debentures at the end of each interest adjustment period. We would also face pressure to increase interest rates
on our demand notes to stay competitive. The overall objective of our interest rate risk management strategy is to mitigate the effects of changing interest rates on our interest expense through the utilization of short-term variable rate debt and
medium and long term fixed rate debt. We have not entered into any derivative instruments to manage our interest rate risk. Please see Note 7 in the notes to our unaudited consolidated financial statements for information on our debt, including
maturities and interest rates.



|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



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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 the design and operation 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 the design and operation of our
disclosure controls and procedures are effective as of December 25, 2007.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 25, 2007, 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 December 25, 2007 requiring disclosure under item 103 of Regulation S-K.



|Item 1A. | Risk Factors
|-------- | ------------

In addition to the
other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 25, 2007, which could materially affect
our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and/or operating results.



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

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



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

None.



|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.                                  
|                 | 
|February 8, 2008 |  | /s/ Bradley D. Bellville                             
|Date             |  | Bradley D. Bellville                                 
|                 |  | President (Principal Executive Officer)              
|                 | 
|February 8, 2008 |  | /s/ Steven P. Morrison                               
|Date             |  | Steven P. Morrison                                   
|                 |  | Chief Financial Officer (Principal Financial Officer)
|                 | 
|February 8, 2008 |  | /s/ W. Derek Martin                                  
|Date             |  | W. Derek Martin                                      
|                 |  | Sole Director                                        



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