AMERICAN ATM CORP, SB-2, 1998-03-13

AMERICAN ATM CORP
SB-2, 1998-03-13

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998
REGISTRATION NO. 333-
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

AMERICAN ATM CORP.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S> <C> <C>
FLORIDA 7389 65-0656168
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER IDENTIFICATION NO.)
</TABLE>

5061 NORTH DIXIE HIGHWAY
BOCA RATON, FLORIDA 33431
(561) 367-8433
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

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

MORI AARON SCHWEITZER,
CHAIRMAN, CEO, PRESIDENT AND TREASURER
5061 NORTH DIXIE HIGHWAY
BOCA RATON, FLORIDA 33431
(561) 367-8433
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

COPY OF ALL COMMUNICATIONS TO:
GERALD A. ADLER, ESQ.
MARY P. O'HARA, ESQ.
BONDY & SCHLOSS LLP
6 EAST 43RD STREET, 25TH FLOOR
NEW YORK, NEW YORK 10017
(212) 661-3535
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(2) PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
Common Stock, par value $.001(1)...................... 3,562,500 Shares $ 2.40 $ 8,550,000 $ 2,522.25
</TABLE>

(1) Represents Common Stock reserved for issuance upon exercise of the Common
Stock Purchase Warrants.
(2) Estimated solely for the purposes of calculating the registration fee.
(3) Calculated pursuant to Rule 457(a) based on a bona fide estimate of the
maximum offering price.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

________________________________________________________________________________

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MARCH 13, 1998

PROSPECTUS

AMERICAN ATM CORP.
3,562,500 SHARES OF COMMON STOCK, $.001 PAR VALUE
ALL OF WHICH UNDERLY COMMON STOCK PURCHASE WARRANTS

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

This prospectus relates to 3,562,500 shares of common stock, par value
$0.001 per share all of which underly issued and outstanding warrants (the
'Warrants') of American ATM Corp. (the 'Company'). The Common Stock and the
Warrants are traded on the National Association of Securities Dealers (the
'NASD') Bulletin Board. The shares (the 'Shares') being registered herewith are
issuable from time to time by the Company upon the exercise of the Warrants by
the respective holders thereof.

The Warrants entitle the holders thereof to purchase common stock at a
price of $2.40 per share.

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

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE 'RISK
FACTORS' BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The Company will receive all of the proceeds from the sale of the Shares to
the holders of Warrants. Assuming all Warrants are exercised in full, the
Company will receive gross proceeds of approximately $8,550,000. The Company
will bear all costs relating to the registration of the Shares, which are
estimated to be approximately $90,000.00. See 'Plan of Distribution.'

THE DATE OF THIS PROSPECTUS IS , 1998.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SECURITYHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

------------------------
Prior to the date of this Prospectus, the Company was not subject to the
informational requirements of the Securities Exchange Act of 1934. The Company
intends to furnish its stockholders with annual reports containing financial
statements audited by its independent accounting firm, after the end of each
fiscal year, and such other periodic reports as the Company deems appropriate or
as may be required by law.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and the Company's financial
statements (including the notes thereto) appearing elsewhere in this Prospectus.
Each prospective investor is therefore urged to read this prospectus in its
entirety. The securities offered hereby involve a high degree of risk, and the
exercise of the Warrants and Options and subsequent issuance of the shares by
the Company will result in immediate substantial dilution. This Prospectus
contains forward looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in these
forward looking statements as a result of certain factors discussed under the
caption 'Risk Factors.'

THE COMPANY

The Company, a development stage corporation, is an independent owner and
operator of automatic teller machines (each, an 'ATM') which provide individuals
with the mechanism to use their bank debit card, MasterCard, Visa, Discover,
Diners, American Express Card or other cards to obtain on-the-spot cash from
their bank savings and checking accounts for a fee. The Company presently owns
51 and operates 31 ATMs, and has lease contracts for additional locations. It
continues to actively pursue additional locations. The Company selects locations
in regional and local shopping malls, grocery and convenience stores, airports,
night clubs, and other high traffic retail locations. The Company's ATMs and
lease contracts are concentrated in the states of Florida, New York, Maine and
New Jersey.

The Company provides its services and places its ATMs in locations pursuant
to agreements with the owners of business premises. The Company's ATMs provide a
benefit to business operators and their customers in that they increase traffic
by causing customers to enter a location with the potential of increasing sales.
In addition, cash eliminates the risk of check acceptance and the cost of check
guard services and credit card discounts. Offering in-store service of
electronic banking may give merchants a powerful differentiator with respect to
competitors. Also, replacing credit cards and checks with cash at the register
speeds up the checkout process, provides lower labor costs per customer
transaction and creates happier customers.

ATMs also provide convenience to their users. Consumers can access their
cash from more locations while handling other shopping needs, and in-store
locations provide customers with additional security.

The Company's growth strategy is to increase the number of ATMs it operates
by approximately 75 by the end of 1998 and add an additional 150 machines by the
end of 1999. The Company also expects to expand to other geographic locations.

The Company was incorporated in Florida in March 1996. Its executive
offices are located at 5061 North Dixie Highway, Boca Raton, Florida 33431 and
its telephone number is (561) 367-8433.

THE OFFERING

<TABLE>
<CAPTION>
<S> <C>
Securities Offered:....................... 3,562,500 Shares, all of which are issuable by the Company upon the
exercise of the Warrants. See 'Plan of Distribution.'
Securities Outstanding Before the Offering
and the Exercise of all Warrants and
Options:................................ 2,816,250 shares of Common Stock; Warrants to purchase up to
3,562,500 Shares of Common Stock; and options to purchase 412,500
shares of common stock.
Securities Outstanding After the Offering
and the Exercise of all Warrants:....... 6,378,750 shares of common stock; Options to purchase 412,500 shares
of common stock.
Use of Proceeds:.......................... The Company will receive proceeds from the issuance of the Shares
upon the exercise of the Warrants at a price of $2.40 per share. If
all of the Warrants are exercised, the Company will receive gross
proceeds of approximately $8,550,000.
Risk Factors:............................. An investment in the Shares offered hereby involves a high degree of
risk and, therefore, the Shares should not be purchased by anyone
who cannot afford the loss of their entire investment. Prospective
purchasers of the Shares should carefully review and consider the
factors set forth under 'Risk Factors' as well as other information
contained herein, before purchasing any of the Shares. See 'Risk
Factors'.
</TABLE>

SUMMARY HISTORICAL FINANCIAL INFORMATION

The following table sets forth summary historical financial data for the
Company for the six month period ended December 31, 1997 (unaudited), the year
ended June 30, 1997 (audited) and from the Company's inception (March 11, 1996)
(unaudited), which are derived from the financial statements (and notes thereto)
of the Company included elsewhere in this Prospectus. The summary historical
financial data should be read in conjunction with the financial statements (and
notes thereto) of the Company and 'Management's Discussion and Analysis of
Financial Condition and Results of Operations' included elsewhere in this
Prospectus.

SUMMARY HISTORICAL FINANCIAL DATA

<TABLE>
<CAPTION>
(UNAUDITED) (AUDITED)
FOR THE SIX FOR THE YEAR (UNAUDITED)
MONTHS ENDED ENDED FROM INCEPTION
DECEMBER 31, 1997 JUNE 30, 1997 (MARCH 11, 1996)
----------------- ------------- ----------------

<S> <C> <C> <C>
OPERATING DATA
Income................................................. $ 131,612 $ 118,852 $ 250,464
Operating income....................................... (218,413) (485,338) (726,007)
Provision (savings) for taxes.......................... (51,431) (180,383) (235,153)
Net income (loss) retained............................. (162,076) (282,141) (463,134)
Per common share.......................................
Net income (loss).................................
Basic........................................ (0.06) (0.15) (0.30)
Assuming Dilution............................ (0.02) (0.07) (0.07)
Number of common shares...........................
Basic........................................ 2,816,250 2,253,000 2,816,250
Assuming Dilution............................ 6,791,250 5,433,000 6,791,250
BALANCE SHEET DATA
Working capital........................................ $ (33,066) $ 160,689
Total assets........................................... 1,155,014 1,103,983
Current liabilities.................................... 472,342 250,825
Long term debt......................................... 0 0
Shareholder equity..................................... 682,672 853,158
</TABLE>

RISK FACTORS

An investment in the Shares being offered hereby involves a high degree of
risk. Prior to making any investment decisions, prospective investors should
carefully consider the following factors, together with the other information
presented in this Prospectus including the Financial Statements (and notes
thereto).

DEVELOPMENT STAGE COMPANY

The Company was incorporated on March 11, 1996, has minimal operating
history and operating revenues and must be considered in its development stages
embarking upon a new business venture. Accordingly, the Company has no
significant operating history upon which an evaluation of its business and its
prospects can be based. Its business is subject to all of the risks inherent in
the establishment of a new business enterprise. The likelihood of the success of
the Company must be considered in light of the problems, expenses, complications
and delays frequently encountered in connection with the formation of a new
business, the development of new products or services, the competitive
environment in which the Company is operating, and the possibility that its
activities may not succeed in obtaining an appreciable share of the markets
which it seeks to enter. Additionally, as a result of the start-up nature of its
business and the fact that it has virtually no share of its intended markets,
the Company may be expected to sustain operating losses for the immediate
future. See 'Business' and the Company's financial statements located elsewhere
in this Prospectus.

AUDITOR'S REPORT

With respect to the audited and unaudited financial statements appearing
elsewhere in this Prospectus, the Company's independent accountants have
included an explanatory paragraph in their report which states that financial
statements have been prepared under the assumption that the Company will
continue as a going concern. Additionally, this paragraph indicates that, absent
access to additional capital such as that contemplated by this offering, there
is some doubt about the Company's ability to continue as a going concern. See
the Company's financial statements located elsewhere in this Prospectus.

TECHNOLOGICAL CHANGES AND NEW SERVICES

The ATM industry has been characterized by rapid technological
advancements, frequent new service introductions and revolving industry
standards. The Company believes that its future success will depend on its
ability to anticipate and respond to such changes. There can be no assurance
that the Company will have sufficient resources to make the investments
necessary to acquire new technology or to introduce new services that would
satisfy an expanded range of customer needs.

COMPETITION

The ATM business is and can be expected to remain highly competitive. While
the Company's principal competition comes from national and regional banks, the
Company also competes with other independent ATM companies. All of these
competitors offer services similar to or substantially the same as the Company.
Most of these competitors are larger, more established and have greater
financial and other resources than the Company. Such competition could prevent
the Company from obtaining or maintaining desirable locations for its machines
or could cause the Company to reduce its user fees generated by its ATMs or
cause the Company to pay higher leasing fees thereby reducing the Company's
profits. The independent ATM business has become increasingly competitive as
entities other than banks have entered the market with relatively few barriers
to accomplish such entry. See 'Business.'

BUSINESS CONDITIONS IN GENERAL

An investment in the Company involves the general risks associated with
ownership and operation of a small, newly established business. One of the
principal business risks associated with an investment in the Company is its
potential inability to establish itself profitably within the ATM industry.

Operations could also be affected by economic and business factors, most of
which are beyond the Company's control. Such factors include, but are not
limited to, additional governmental regulation of the ATM industry and
competition from banks expanding into the field outside of their individual
banking network.

REGULATORY UNCERTAINTY

The Company operates in a changing and largely unpredictable regulatory
environment. While the ATM industry is regulated by the Federal Electronic Funds
Transfer Act which provides a basic framework establishing the rights,
liabilities and responsibilities of participants in electronic funds transfer
systems, the Company has no obligation to inform governmental authorities about
or obtain governmental approval for its operations. However, in the event that
the Company's business becomes regulated, the cost of complying with such
regulations could be unduly burdensome, which could result in a reduction of the
Company's profits.

RELIANCE ON KEY PERSONNEL; INEXPERIENCED PERSONNEL

The Company is heavily dependent upon the efforts and abilities of Mori
Aaron Schweitzer, the Chief Executive Officer, President and Chairman of the
Board and Ms. Carmen Panizzi, Vice President and ATM Administrator. Mr.
Schweitzer and Ms. Panizzi have had limited experience in the ATM business.
However, Mr. Schweitzer has had significant business experience as have the
other officers and directors of the Company. The loss of the services of Mr.
Schweitzer, Ms. Panizzi or other management personnel could have a material
adverse effect on the Company's business, financial condition or results of
operations. Currently, the Company does not have employment agreements with any
of its key personnel, nor does it have key-man insurance on any of their lives.

ABILITY TO EXPAND OPERATIONS

The Company intends to continue expansion of its operations by installing
or acquiring ATM machines in the areas where the Company is presently operating
(Florida, Maine, New York and New Jersey), as well as in new areas. The ability
of the Company to install additional ATM machines depends on numerous factors,
including having adequate financial resources, locating satisfactory sites for
ATM machines and hiring service companies to service the sites and to support
the advanced technology necessary to provide service enhancement. No assurance
can be given that the proceeds of this offering (even if all of the Warrants are
exercised, of which there can be no assurance) and any revenue which the Company
may generate from operations, if any, will be sufficient to meet the Company's
capital needs. If not, the Company will require additional financing in the
future. There can be no assurance that the Company will be able to secure
addition financing or that such financing will be available on terms acceptable
to the Company. If adequate funds are not available from operations or
financing, the Company may have to modify its business strategy.

MAINTENANCE CRITERIA FOR NASDAQ QUOTATION

Assuming the exercise of all of the Warrants, of which no assurance can be
given, the Company intends to apply to have the Shares approved for quotation on
Nasdaq SmallCap MarketSM. However, no assurance can be given that it will be
able to satisfy the criteria for initial or continued quotation on Nasdaq
following this Offering. To continue to be quoted on Nasdaq, the Company must
satisfy certain maintenance criteria, including having (i) at least two market
makers for its Common Stock; (ii) total assets of at least $4 million; (iii)
capital and surplus of at least $2 million; (iv) a minimum bid price per share
of $3.00; (v) at least 300 shareholders and (vi) a public float of at least
100,000 shares with a market value of at least $1 million. If the Company's
securities become listed on the Nasdaq SmallCap Market, failure to meet any of
these maintenance criteria in the future would result in the Company's
securities being delisted by Nasdaq.

In the event that the Company's securities were delisted, any trading in
the securities would resume in the over-the-counter market or the OTC Electronic
Bulletin Board of the National Association of

Securities Dealers, Inc. As a result of such delisting, an investor could find
it more difficult to dispose of, or to obtain accurate quotations as to the
market value of the Company's securities.

PENNY STOCK RULE

Trading in the Company's securities is conducted on the NASD's Electronic
Bulletin Board. In the absence of the common stock being quoted on Nasdaq, or
the Company having $2 million in net tangible assets, trading in the common
stock would be covered by Rule 15g-9 promulgated under the Securities Exchange
Act of 1934, as amended (the 'Exchange Act') for non-Nasdaq and non-exchange
listed securities. Under such rule, broker-dealers who recommend such securities
to persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities are
exempt from this rule if the market price is at least $5.00 per share.

The Securities and Exchange Commission (the 'Commission') has adopted
regulations that generally define a penny stock to be an equity security that
has a market price of less that $5.00 per share, subject to certain exemptions.
Such exemptions include an equity security listed on Nasdaq and an equity
security issued by an issuer that has (i) net tangible assets of at least $5
million, if such issuer has been in continuous operation for less than three (3)
years, or (iii) average revenue of at least $6 million for the proceeding three
(3) years. Unless an exemption is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
As the Company's common stock is presently subject to the regulations on penny
stock, the market liquidity for the common stock could be severely and adversely
affected due to the limitations on the ability of broker-dealers to sell the
common stock in the public market.

CURRENT PROSPECTUS AND STATE REGISTRATION REQUIRED TO EXERCISE WARRANTS

At such time as the Shares underlying the Warrants become registered under
the Securities Act of 1933, as amended (the 'Securities Act'), holders of the
Warrants will be able to exercise the Warrants only if (i) a current Prospectus
under the Securities Act relating to the Shares is then in effect and (ii) the
Shares are qualified for sale or exempt from qualification under the applicable
securities laws of the state in which the various holders of Warrants reside.
Although the Company has agreed to use its best efforts to maintain a current
registration statement covering the Shares, there can be no assurance that the
Company will be able to do so. The value of the Shares may be greatly reduced if
a registration statement covering the Shares is not kept current or if the
Shares are not qualified, or exempt from qualification, in the states in which
the holders of warrants and options reside. Persons holding Warrants who reside
in jurisdictions in which the Shares are not qualified and in which there is no
exemption will be unable to exercise their Warrants and would either have to
sell their Warrants or allow them to expire unexercised.

NO DIVIDENDS ON COMMON STOCK

The Company does not currently pay and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future because it intends to
retain its earnings to finance the expansion of its business. There can be no
assurance that the operations of the Company will result in sufficient revenues
to enable the Company to operate at profitable levels or to generate a positive
cash flow. Therefore, investors who anticipate the need of an immediate income,
in the form of dividends on their common stock should refrain from purchasing
the Shares being offered hereby.

POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK

The Company's Certificate of Incorporation, as amended, authorizes the
issuance of 100,000 shares of Preferred Stock, with designations, rights and
preferences to be determined from time to time by the Board of Directors. As a
result of the foregoing, the Board of Directors is empowered, without further
shareholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of the Common Stock.

In the event of issuance, the Preferred Stock, could be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no plans to issue any shares of
Preferred Stock, there can be no assurance that it will not issue Preferred
Stock at some time in the future. See 'Description of Securities.'

SHARES ELIGIBLE FOR FUTURE SALE

Assuming the exercise of all of the outstanding Warrants and Options,
1,303,750 shares of the Company's 6,791,250 outstanding shares of Common Stock
will be 'restricted securities' and in the future, may be sold only in
compliance with Rule 144 or other exemption under the Securities Act, unless
registered under the Securities Act. Under Rule 144, a person who has owned
Common Stock for at least one (1) year may, under certain circumstances, sell
within any three-month period, a number of shares of Common Stock that does not
exceed the greater of one (1%) percent of the then outstanding shares of Common
Stock or the average weekly trading volume during the four (4) calendar weeks
prior to such sale. In addition, a person who is not deemed to have been an
affiliate at any time during the three (3) months preceding a sale and who has
beneficially owned the restricted securities for the last three (3) years, is
entitled to sell all such shares without regard to the volume limitations,
current public information requirements, manner of sale provisions and notice
requirements. The Company cannot predict how sales made pursuant to Rule 144
would affect the prevailing market price of the shares of Common Stock, if a
market should develop therefore. See 'Shares Eligible for Future Sale.'

SIGNIFICANT OUTSTANDING OPTIONS AND WARRANTS

As of the date of this Prospectus, there are outstanding immediately
exercisable Warrants, and Options to purchase an aggregate of 3,975,000 shares
of common stock at exercise prices ranging from $.80 to $2.40 per share. The
registration of the securities pursuant to this Prospectus will render the
Warrants immediately exercisable by their terms. To the extent that such
Warrants, and Options are exercised, immediate and substantial dilution to the
Company's shareholders as well as holders exercising Warrants, and/or Options,
will occur.

Moreover, with respect to the Warrants and Options, the terms upon which
the Company will be able to obtain additional equity capital may be adversely
affected, since the holders of the options can be expected to exercise or
convert them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than the
exercise and conversion terms provided in such securities.

FORWARD LOOKING STATEMENTS

This Prospectus and the information incorporated herein by reference
contain various 'forward-looking statements' within the meaning of federal and
state securities laws, including those identified or predicated by the words
'believes,' 'anticipates' 'expects,' 'plans' or similar expressions. Such
statements are subject to a number of uncertainties that could cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, those described under 'Risk Factors'. Given these uncertainties,
prospective purchasers are cautioned not to place undue reliance upon such
statements.

USE OF PROCEEDS

The Company will receive proceeds from the issuance of the Shares upon the
exercise of Warrants, if any, at $2.40 per share. If all the Warrants are
exercised, the Company will receive net proceeds, after deduction of Offering
expenses, of approximately $8,460,000. The Company intends to use the net
proceeds for the following purposes in order of priority: (i) approximately
$2,000,000 to purchase and install 200 ATM machines; (ii) approximately
$1,000,000 to provide cash to supply the ATM machines with working capital;
(iii) approximately $3,000,000 for unidentified compatible financial based
acquisition; and (iv) approximately 2,460,000 in working capital.

CAPITALIZATION

The following table sets forth the capitalization of the Company at
December 31, 1997 and as adjusted to reflect the issuance and sale of 3,562,500
shares of the Common Stock offered hereby upon exercise of the Warrants at a
price of $2.40 per share and the receipt and initial application of the net
proceeds therefrom. The following table should be read in conjunction with the
financial statements and related notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------
ACTUAL AS ADJUSTED
---------- -----------

<S> <C> <C>
Total current liabilities............................................................. $ 472,342 $ 472,342
Long-term debt........................................................................ 0 0
Stockholders' equity
Preferred Stock, par value, $10.00 per share: 100,000 shares authorized; no
shares issued or outstanding.................................................... 0 0
Common Stock, par value, $.001 per share: 10,000,000 shares authorized; 2,816,250
shares issued and outstanding before the exercise of the Warrants and 6,378,750
upon the exercise of all of the outstanding Warrants............................ 2,816 6,379
Additional paid-in capital....................................................... 1,151,963 9,599,428
Retained earnings................................................................ (463,134) (463,134)
---------- -----------
Total capitalization........................................................ $ 691,645 $9,142,672
---------- -----------
---------- -----------
</TABLE>

DILUTION

Shareholders' equity in the Company at December 31, 1997 was approximately
$682,672, or $0.10 per share (on a fully diluted basis). Shareholders' equity is
determined by dividing the net worth of the Company (total assets less
liabilities), by the number of shares of Common Stock deemed to be outstanding
on such date. After giving effect to the exercise in full of all of the Warrants
(and the corresponding sale of the Shares being offered hereby) and the receipt
by the Company of the net proceeds therefrom, the pro forma shareholders' equity
of the Company at December 31, 1997, would have been approximately $9,142,672 or
$1.35 per share. This represents an immediate dilution to the exercising Warrant
holders of $1.05 per share (43.92%). Dilution is determined by subtracting pro
forma shareholders' equity per share after the exercise from the exercise price
per share.

The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Shareholder Equity -- Before Conversion.................................. $ 682,672
Shareholder Equity -- After Conversion................................... 9,142,672
Increase............................................................ 8,460,000
Outstanding Shares -- Before Conversion.................................. 2,816,250
Outstanding Shares -- After Conversion................................... 6,378,750
Increase............................................................ 3,562,500
Fully Diluted Shares -- Before Conversion................................ 6,791,250
Fully Diluted Shares -- After Conversion................................. 6,791,250
Increase............................................................ 0
Equity per Share -- Before Warrant Conversions........................... .24
Equity per Share -- After Warrant Conversions............................ 1.43
Warrant Exercise Price................................................... 2.40
Dilution per Share....................................................... (.97)
Percent Dilution......................................................... 40.29%
Fully Diluted Equity per Share -- Before Conversion...................... 0.10
Fully Diluted Equity per Share -- After Conversion....................... 1.35
Exercise Price of Warrants per Share..................................... 2.40
Dilution per Share....................................................... (1.05)
Percentage Dilution...................................................... 43.92%
</TABLE>

DIVIDEND POLICY

The Company has never paid dividends on its Common Stock and does not
anticipate paying dividends or altering its dividend policy in the foreseeable
future. The Company currently intends to retain all available funds for use in
the operation and expansion of its business. The payment of dividends on its
Common Stock will depend on its earnings, financial condition, cash flows,
capital requirements and such other considerations as the Board of Directors may
consider relevant, including any contractual prohibitions with respect to the
payment of dividends.

SELECTED HISTORICAL AND FINANCIAL DATA

The following table sets forth summary historical financial data for the
Company for the six month period ended December 31, 1997 (unaudited), the year
ended June 30, 1997 (audited) and from the Company's inception (March 11, 1996)
unaudited, which are derived from the financial statements (and notes thereto)
of the Company included elsewhere in this Prospectus. The summary historical
financial data should be read in conjunction with the financial statements (and
notes thereto) of the Company and 'Management's Discussion and Analysis of
Financial Condition and Results of Operations' included elsewhere in this
Prospectus.

SUMMARY HISTORICAL FINANCIAL DATA

<TABLE>
<CAPTION>
UNAUDITED
FOR THE SIX AUDITED UNAUDITED
MONTHS ENDED FOR THE YEAR ENDED FROM INCEPTION
DECEMBER 31, 1997 JUNE 30, 1997 (MARCH 11, 1996)
----------------- ------------------ ----------------

<S> <C> <C> <C>
Operating Data
Income........................................... $ 131,612 $ 118,852 $ 250,464
Operating income................................. (218,413) (485,338) (726,007)
Provision (Savings) for taxes.................... (51,431) (180,383) (235,153)
Net income (loss) retained....................... (162,076) (282,141) (463,134)
Per Common Share
Net Income (Loss)
Basic.................................. (0.06) (0.15) (0.30)
Assuming Dilution...................... (0.02) (0.07) (0.07)
Number of common shares
Basic.................................. 2,816,250 2,253,000 2,816,250
Assuming Dilution...................... 6,791,250 5,433,000 6,791,250
----------------- ------------------ ----------------
Balance Sheet Data
Working capital.................................. (33,066) 411,514
Total assets..................................... 1,155,014 1,103,983
Current liabilities.............................. 472,342 250,825
Long term debt................................... 0 0
Shareholder equity............................... 682,672 853,158
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto contained elsewhere in this
Prospectus. Certain statements under this caption 'Management's Discussion and
Analysis of Financial Condition and Results of Operations,' constitute
'forward-looking statements' under the Private Securities Litigation Reform Act
of 1995. See 'Risk Factors -- Forward Looking Statements.'

PLAN OF OPERATION

The Company's plan of operation for the next twelve months will principally
involve the acquisition of additional ATMs and leased sites. The Company
anticipates, with the net proceeds of this offering, together with funds
previously raised by the Company, that it will be able to have 75 ATMs in
operation by the end of fiscal 1998 with an additional 150 ATMs in operation by
the end of fiscal 1999. The Company will also seek to acquire other privately
held companies in the ATM, banking and related industries. To date, no such
companies have been identified.

Assuming all of the Warrants are exercised, of which no assurance can be
given, the net proceeds of this offering will be approximately $8,460,000. The
Company believes such proceeds will be sufficient for it to meet its cash
requirements to fund and operate its business on an ongoing basis.

RESULTS OF OPERATIONS

The Company derives its revenues from fees charged for the operation of
ATMs which dispense cash to the customer who uses his/her bank ATM debit or
credit card. These machines are located in high traffic retail areas and
selected convenience stores. The Company has signed 52 of these locations to
date and expects to sign at least an additional 23 before December 31, 1998. The
Company has non-binding agreements with suppliers for additional machines.

SIX MONTHS ENDED DECEMBER 31, 1997

Income

For the six months ended December 31, 1997, the Company had gross income of
$131,612, compared with $11,259 for the six months ended December 31, 1996. The
increase was the result of more equipment in place and all installed equipment
beginning to generate fee income.

Operating Expenses

For the six months ended December 31, 1997, the Company had total operating
expenses of $190,292, compared with $106,475 for the six months ended December
31, 1996. The increase resulted from expanded operations and new installations.

Net Operating (Loss)

For the six months ended December 31, 1997, the Company had a net operating
loss of $218,413, compared with $134,092 for the six months ended December 31,
1996. The increase was due to the repositioning of equipment to potentially more
profitable locations and changes to income resulting from the write-down of
previously capitalized location costs.

YEAR ENDED JUNE 30, 1997

Income

For the fiscal year ended June 30, 1997, the Company had a gross income of
$118,852. The Company is still in its development stage and has received minimal
income from the use of its machines to date. The Company completed the
installation of its first machines in September 1996.

Operating Expenses

During the fiscal year ended June 30, 1997, the Company had total operating
expenses of $234,382. During the period from its inception through June 30, 1997
total operating expenses were $255,411. At this time, the remainder of the
expenses of the Company were for the acquisition of sites and testing of

equipment connected with the start of the Company. At full operation of the
first group of machines, minimal additional personnel will be required as the
Company presently outsources installation, repair and maintenance services at
this time. Additional expenses will include the transaction lease costs for the
sites, insurance costs, telephone costs, interconnect fees, maintenance and fit
cash fulfillment fees.

Net Operating (Loss)

During the fiscal year ended June 30, 1997, the Company had a net operating
loss after taxes of $(282,141). During the period from inception through June
30, 1997, the Company's losses were $(301,058). The investment in establishing a
location and installing equipment requires expenditures that will exceed short
term income generated from a site. Each location is expected to become
profitable as a result of the customer's continued dependence on the convenience
of obtaining cash on demand. There can be no assurance, however, as to the
profitability of any particular location.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended December 31, 1997 the Company received $150,802
from operating activities.

During the year ended June 30, 1997 the Company used $266,865 in working
capital and spent $563,210 on equipment to establish itself and its operations
as detailed in the attached financial statements. During the same period, the
Company raised $819,216 in equity through an offering of its securities and
arranged for a restricted line of credit for up to $1 million. The Company
believes that if the Warrants are exercised, of which there can be no assurance,
the net proceeds from the exercise of the Warrants together with the prior
equity raised, its restricted line of credit and its anticipated cash from
operating activities it will be in a position to fully finance its planned
operations and expansion. In the event the Warrants are not exercised, the
Company will require additional financing in the future.

BUSINESS

GENERAL

The Company, a development stage corporation, is an independent owner and
operator of automatic teller machines ('ATM') which provides individuals the
mechanism to use their bank debit card, MasterCard, Visa, Discover, Diners,
American Express Card or other cards to obtain on-the-spot cash from their bank
savings or checking accounts for a fee. The Company presently owns 51 ATMs, 31
of which are operating, with lease contracts for additional locations. In
addition, it continues to actively pursue additional locations. The Company
plans to select locations in regional and local shopping malls, grocery and
convenience stores, and other high traffic retail locations. The Company's ATMs
and lease contracts are concentrated in the states of Florida, New York, New
Jersey and Maine.

The Company provides its services and places its ATMs in locations,
pursuant to agreements with the owners of businesses. The Company provides a
benefit to business operators and their customers in that ATMs increase traffic
by causing customers to enter a location with the potential of increasing sales.
In addition, cash eliminates the risk of check acceptance and the cost of check
guard services and credit card discounts. Offering in-store service of
electronic banking may give merchants a powerful differentiator with respect to
competitors. Also, replacing credit cards and checks with cash at the register
speeds up the checkout process, provides lower labor cost per customer
transaction and creates happier customers.

ATMs also provide convenience to their users. Consumers can access their
cash from more locations while shopping and in-store locations provide customer
with additional security.

The Company's growth strategy is to increase the number of ATMs it operates
to approximately 75 by the end of 1998 and an additional 150 machines by the end
of 1999. The Company intends to expand to other geographic locations. The
Company may need additional financing in order to achieve its growth strategy,
and there can be no assurance that such additional financing will be available
or, if available, will be on favorable terms. Moreover, if the Company is able
to obtain such financing and increases its operations in accordance with its
growth strategy, there can be no assurance that the

additional ATMs will be sufficiently profitable to sustain their continued
operation in the sites in which they are located.

TYPES OF ATM SYSTEMS

There are two types of ATM systems, off-line and on-line. If the system is
off-line, the transaction is recorded on a tape and then transported by courier
from the machine, once a day to be processed, and the customers' account is
updated within one day. If the ATM system is on-line, the transaction is
processed immediately and the customer's account is updated and credited for a
deposit or debited for a cash withdrawal. All of the Company's ATMs are on-line
machines.

DEVELOPMENT OF A CASH ACCESS SYSTEM FOR USE BY THE INTERNET GAMING INDUSTRY

The Company intends to develop, alone or in a joint venture, a software
system for use by the Internet gaming industry. The purpose of this system will
be to allow customers of 'virtual casinos' to access their bank accounts via
their home computers, in the same manner as an ATM card does with an ATM
machine. There can be no assurance that the Company will be able to develop such
a system, or, if it does that the operation of such a system will result in
profits to the Company.

LEASE AGREEMENTS WITH BUSINESS OPERATORS

The Company provides its services and places ATMs at locations pursuant to
agreements with the owners of business premises. Such agreements typically have
initial terms of five years, with renewal clauses. These agreements also provide
that the Company may cancel the agreement if the ATMs fail to meet minimum
income expectation levels. There can be no assurance that any of the agreements
will be renewed after their initial terms. These owners typically receive a
rental fee based on a percentage of cash dispensed transactions and such fee
increases as the number of transactions increase.

SERVICES OFFERED

Most ATM transactions are cash withdrawals from the customer's bank
checking account, particularly in a retail location. ATMs perform a wide range
of banking services, including deposits, withdrawals, payments to creditors and
access to bank accounts. The Company's ATMs currently permit a user to withdraw
cash of up to $300 per transaction, provide bank balances and receipts.

The Company provides a system whereby retail customers may use their bank
debit card, to obtain cash advances. In a typical credit card transaction, the
amount of the cash advance together with a service fee is charged to the
individual's bank debit card, MasterCard, Visa, Discover, Diners, American
Express Card or other debit card. Upon authorization of the transaction by
either the bank who issued the credit card, the credit card company or a
designated agent, the ATM machine dispenses the amount of cash requested and
approved. The customer is guided through the process by instructions and
messages that appear on the LCD display. Such messages prompt identification
number, the amount of the advance requested and informs the customer of the
status of the customer's request, and the approval or disapproval of the
transaction by the credit card company or bank. If approved, the proper amount
of cash is dispensed by the ATM to the customer. The customer then takes the
cash, credit card and receipt and leaves. Total elapsed time is usually under
one minute per customer.

The Company also outsources a 24 hour telephone support system to provide
assistance to customers and to report problems of any machine at any location.
The communications system is made up of a network of long distance telephone
lines, as well as a number of dedicated telephone circuits. The Company is
highly dependent upon the proper functioning of its telecommunications and
computer equipment. While management strives to provide reasonable backup
provisions, there can be no assurance that certain events caused by outside
parties, such as telephone companies, credit card processors and banks, which
are beyond the reasonable control of the Company, will not initially disrupt the
Company's business.

SERVICE AND MAINTENANCE

The ATM machines are currently serviced and kept in good working order by
Independent Field Service, Lefbure Corporation and Solutions Plus under service
contracts. The service contractors clean

and maintain the ATMs and respond to 'trouble' calls made by a business owners
and ATM users. The ATM technicians are not responsible for cash replenishment.

The Company utilizes custom software that continuously monitors the ATM
transactions from each ATM as well as the expenses relating to that ATM,
including commissions payable to business owners. This software permits the
Company to generate detailed financial information by ATM location allowing the
Company to monitor the profitability of each location.

CASH REPLENISHMENT

The Company's ATMs are replenished with funds from American Securities Bank
as well as through private funding sources and its own working capital. The
agreement with American Securities Bank allows the Company to replenish its ATM
cash through American Security Bank, at a rate of prime plus 2%. The Company
plans to transfer all of its funding to American Security Bank at an annual cost
savings of 4% of average total fit cash. Each machine holds anywhere from $5,000
to $20,000 and are replenished with funds either once or twice a week, as
needed.

The Company has retained the services of Loomis, Fargo Armored Car Service
('Loomis, Fargo') to transport the funds to the ATMs; replace the currency
dispensed by the ATMs; return leftover currency from the ATM to the Company;
reconcile the ATM dispensed currency totals with leftover currency in the ATM
and totals recorded by the ATM and/or the Company's records; and repair and
restore an ATM to its proper operating mode, exclusive of hardware maintenance
or repair. The Company pays Wells Fargo approximately $325 per ATM per month
assuming 4.3 calls per month and approximately $55 for each additional call.
However, these prices will fluctuate with different locations.

COMPETITION

The ATM business is and can be expected to remain highly competitive. While
the Company's principal competition comes from national and regional banks, the
Company also competes with independent ATM companies. All of these competitors
offer services similar to or substantially the same as those offered by the
Company. Most of these competitors are larger, more established and have greater
financial and other resources than the Company. Such competition could prevent
the Company from obtaining or maintaining desirable locations for its machines
or could cause the Company to reduce its user fees generated by its ATMs or
could cause the Company's profits to decline. The independent ATM business has
become increasingly competitive since entities other than banks have entered the
market and relatively few barriers exist to entry.

GOVERNMENT REGULATION

The Company is subject to potential regulation by the Federal Banking Acts.
In the event that the Company develops nationwide operations, it may be subject
to regulations of state authorities in those states in which it operates.

EMPLOYEES

The Company currently employs 3 persons on a full time basis. It is
anticipated that the Company's personnel requirements will not grow
substantially in either the administrative or service areas. The Company
contracts with independent contractors to install and service its ATM's.

PROPERTIES

The Company currently has a three year lease for approximately 1,050 square
feet of office space at 5061 North Dixie Highway, Boca Raton, Florida 33431. The
current term of the lease expires on June 30, 1999. The Company believes it will
be able to either enter into a new lease after its current lease expires or find
new space to lease. The Company believes that this facility is adequate to
satisfy its needs for the foreseeable future.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- -----------------------------------------------------

<S> <C> <C>
Mori Aaron Schweitzer..................... 65 Chairman of the Board, Chief Executive Officer,
President and Treasurer
Sandra Parker............................. 61 Vice President, Director
Wayne Kight............................... 46 Secretary, Director
Carmen Panizzi............................ 35 Vice President ATM Operations
Norman Shapiro............................ 65 Director
Barry J. Haberman......................... 52 Director
</TABLE>

The business experience of each of the directors and executive officers of
the Company for at least the previous five years is as follows:

Mori Aaron Schweitzer is the founder of the Company and has been
President, Chief Executive Officer, Treasurer and a director of the Company
since its inception in March 1996. Since 1981, Mr. Schweitzer has been a
private investor. Mr. Schweitzer graduated from Brooklyn Law School in 1956
and is a member of the bar of the State of New York. He has also served on
the advisory boards of the Bank of Los Angeles and on the United States
National Bank of San Diego.

Sondra Parker has been Vice President and a Director of the Company
since July 1996. Since 1991, Ms. Parker has been the advisor to and
administrator of a private family trust. From 1975 to 1991, Ms. Parker was
a branch manager of First Nationwide Bank (formerly known as Washington
Federal of Miami Beach, Florida), Commonwealth Savings and Loan Association
and Great Western Bank (formerly known as Centrust Bank).

Wayne Kight has been Secretary and a Director of the Company since its
inception in March 1996. Mr. Kight has been vice president of Homeowners
Financial Corp., a service company, since September 1994. From 1992 to
1993, he was a loan officer for Paine Webber Mortgage Finance, Inc. in
Columbia, Maryland. From 1982 to 1992, Mr. Kight was president of Bertram &
Daniels, Inc., financial & leasing consultants, in Coral Springs, Florida.
Mr. Kight received a law degree from Woodrow Wilson College of Law,
Atlanta, Georgia, in 1978 and a B.A. in Business Administration, from
Georgia State University of Atlanta, Georgia in 1974.

Norman Shapiro has been a Director of the Company since its inception
in March 1996. Since 1983, Mr. Shapiro has been a builder, developer and
property manager of Steckmar National Realty Corporation. Prior to that
time, Mr. Shapiro was Operations Manager for Olympia and York (Quebec). Mr.
Shapiro has been a director of Hillsboro Medical Associates, Inc. and
Hillsboro Professional Center, Inc. since 1983. Mr. Shapiro graduated from
the University of Montreal in 1954 and received a degree in Practical
Mechanical Engineering.

Barry J. Haberman has been a Director of the Company since its
inception in March 1996. Mr. Haberman is a retired investor and since has
served as a director of the Palm Beach Country Land Use and Planning Board.
Mr. Haberman received a B.A. in Accounting and Economics from City College
of the City of New York in 1968.

Carmen Panizzi has been Vice President of ATM Operations for the
company since December 1996. Mrs. Panizzi was employed by the South Palm
Beach County Jewish Federation as an Administrative Campaign Secretary from
1993 to 1996. From 1992 to 1993 she served as the assistant to the General
Manager of JCB Credit Card in Frankfurt, Germany. She is a 1980 graduate of
the SPRACH UND Dolmetcherschule (College for Languages) in Giessen,
Germany.

DIRECTOR COMPENSATION

Directors of the Company who are not salaried officers will receive a fee
of $100 for attending each Board meeting or meeting of a committee of the Board
of which they are a member. In addition, all

directors will be reimbursed for their reasonable out-of-pocket expenses in
connection with attending meetings of the Board or any committee thereof.

OPTION PLAN

In August 1996, the Board of Directors adopted and in June 1997 the
stockholders approved the Option Plan. The Option Plan provides for the grant of
incentive stock option ('ISOs'), intended to qualify for preferential tax
treatment under Section 422 of the Internal Revenue Code 1986, as amended, and
nonstatutory stock options ('NSOs') that do not qualify for such treatment. Only
employees (including officers and directors who are also employees) of the
Company or any of its subsidiaries are eligible to receive grants of ISOs.
Employees, officers, directors, consultants, contractors and advisers of the
Company or any subsidiary are eligible to receive grants of NSOs. The purpose of
the Option Plan is to attract and retain exemplary directors, employees, agents
and consultants. No options can be granted under the Option Plan at less than
100% of the fair market value of the Company's securities on the date of grant.

The Option Plan provides that a maximum of 750,000 (corrected for the
forward split) shares of Common Stock may be issued upon the exercise of options
granted under the Option Plan. If any option granted under the Option Plan
expires or terminates for any reason without having been exercised in full, then
the unpurchased shares subject to that option will be available for additional
option grants. As of the date of this Prospectus, 330,000 options have been
granted under the plan.

The Option Plan is administered by the Board of Directors of the Company
which determines, in its discretion, among other things, the recipients of
grants, whether a grant will consist of ISOs or NSOs, or a combination thereof,
and the number of shares of stock to be subject to such options. The Board of
Directors of the Company may, in its discretion, delegate its powers, duties and
responsibilities under the Option Plan to a committee consisting of two or more
directors who are 'disinterested persons' within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.

LIMITATIONS ON PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

The Florida Business Corporation Act, in general, allows corporations to
indemnify their directors and officers against expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by such person in connection with suits or proceedings, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation. In the case of the criminal
action, the director or officer must have had no reasonable cause to believe
that person's conduct was unlawful. Under current law, no indemnification may be
made if in connection with a proceeding, or in the right of the corporation in
which the director or officer was adjudged to be liable to the corporation.

The Company will enter into an indemnification agreement with each of its
directors and officers.

EXECUTIVE COMPENSATION

The Company has not paid any compensation exceeding $100,000 to its
executive officers from inception through the date of this Prospectus. The
following table sets forth the annual compensation for Mr. Schweitzer, the
Company's Chief Executive Officer, who receives a salary of $60,000 per year:

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------------------------------
AWARDS
ANNUAL COMPENSATION ---------- PAYOUTS
---------------------------------- SECURITIES ------------
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSTION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------------------------- ------- ------- ------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mori Aaron Schweitzer,
Chairman and Chief Executive 1997 $48,000 250,000
Officer............................ 1996 -- -- -- -- --
</TABLE>

OPTION GRANTS IN THE LAST FISCAL YEAR

During fiscal 1997, the following stock options were granted:

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
PERCENTAGE
NUMBER OF OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED EXERCISE GRANT DATE
OPTIONS EMPLOYEES OR BASE PRESENT
NAME GRANTED IN FY PRICE EXPIRATION DATE VALUE
- -------------------------------------- ---------- --------- --------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Mori Aaron Schweitzer................. 250,000 61% $0.88 per share 3/16/00 19,425
Carmen Panizzi........................ 37,500 9% $0.80 per share 3/16/01 2,914
Wayne Kight........................... 25,000 6% $0.80 per share 3/16/01 1,943
Norman Shapiro........................ 25,000 6% $0.80 per share 3/16/01 1,943
Barry Haberman........................ 25,000 6% $0.80 per share 3/16/01 1,943
Sondra Parker......................... 25,000 6% $0.80 per share 3/16/01 1,943
Frank Falco........................... 25,000 6% $0.80 per share 3/16/01 1,943
</TABLE>

AGGREGATED OPTION EXERCISES AND HOLDINGS

No options issued by the Company were exercisable in fiscal 1997. The
following table lists the number of underlying securities and value at year-end
of unexercised options held by the Company's executive officers:

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED IN-
UNDERLYING THE MONEY
SHARES OPTIONS AT FY-END OPTIONS AT FY-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------- ----------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Mori Aaron Schweitzer............................ -- -- 250,000/ -- --
Carmen Panizzi................................... -- -- 37,500/ -- --
Wayne Kight...................................... -- -- 25,000/ -- --
Norman Shapiro................................... -- -- 25,000/ -- --
Barry Haberman................................... -- -- 25,000/ -- --
Sondra Parker.................................... -- -- 25,000/ -- --
Frank Falco...................................... -- -- 25,000/ -- --
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of Stock as of the date of this Prospectus and as adjusted
to reflect the exercise of the Warrants (i) each person who is known by the
Company to beneficially own more than 5% of the Common Stock, (ii) each director
of the Company, (iii) each of the Company's named executive officers and (iv)
all directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER(1) AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ----------------------------------------------------- ----------------------------------------- ----------------

<S> <C> <C>
Mori Aaron Schweitzer................................ 550,000(2) 22.19%
Wayne Kight.......................................... 37,500(3) 1.33%
Carmen Panizzi....................................... 37,500(4) 1.33%
Norman Shapiro....................................... 78,750(3) 2.80%
Barry Haberman....................................... 65,000(3) 2.31%
Sondra Parker........................................ 25,000(4) *
All directors and executive officers as a group...... 793,750 31.0%
</TABLE>

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

* Less than 1%

(1) The address for each person listed is c/o the Company, 5061 North Dixie
Highway, Boca Raton, FL 33431.

(2) Includes 250,000 shares underlying options currently exercisable at $0.88
per share.

(3) Includes 25,000 shares underlying options currently exercisable at $0.80 per
share.

(4) All of which underly options currently exercisable at $0.80 per share.

PLAN OF DISTRIBUTION

The Company will receive proceeds from the issuance of the Shares upon the
exercise of the Warrants at $2.40 per share. If the Warrants are exercised in
full, the Company will receive approximately $8,550,000 of gross proceeds
therefrom. This Prospectus relates to the sale of such Shares to the holders of
the Warrants.

The Company will bear all of the expenses of registration of the Shares
under the federal and state securities laws, including legal and filing fees.
Such expenses payable by the Company are currently estimated to be $90,000.

Pursuant to certain agreements, the Company has agreed to indemnify the
holders of the Warrants against certain liabilities, including certain potential
liabilities under the Securities Act, or to contribute to payments such holders
may be required to make in respect thereof.

DESCRIPTION OF SECURITIES

The following description of the Common Stock of the Company and the
Company's Certificate of Incorporation and Bylaws is a summary and is qualified
in its entirety by the provisions of the Certificate of Incorporation and Bylaws
which are included as exhibits to the Registration Statement of which this
Prospectus is a part, and by the provisions of the Florida Business Corporation
Act.

GENERAL

The Company's authorized capital consists of 10,000,000 shares of Common
Stock, par value $.001 and 100,000 shares of Preferred Stock, $10.00 par value.

COMMON STOCK

As of December 31, 1997, the Company had outstanding 2,816,250 shares of
Common Stock. Each share of Common Stock is entitled to one vote at all meetings
of shareholders. Shareholders are not

permitted to cumulate votes in the election of directors. All shares of Common
Stock are equal to each other with respect to liquidation rights and dividend
rights. There are no preemptive rights to purchase any additional shares of
Common Stock. In the event of liquidation, dissolution or winding up the
Company, holders of the Common Stock will be entitled to receive, on a pro rata
basis, all assets of the Company remaining after satisfaction of all liabilities
and preferences of outstanding Preferred Stock, if any. The outstanding shares
of Common Stock are duly and validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Company is authorized to issue 100,000 shares of voting Preferred
Stock, $10.00 par value. No shares are presently issued our outstanding.

WARRANTS

In a prior Offering, the Company sold Warrants to purchase 2,500,000 shares
of Common Stock, and the Company has also issued Warrants to purchase 1,062,500
shares of common stock in exchange for independent public relations services to
the Company. Each such Warrant is exercisable for a period of three (3) years
from the date thereof, for one share of the Company's common stock at an
exercise price of $2.40 per share. The Warrants are exercisable at the earlier
of (i) one (1) year from the date of the last sale of the Warrants in the
offering in which the Warrants issued or (ii) upon the effectiveness of a
Registration Statement under the Securities Act in which the Shares underlying
the Warrants are registered. The exercise price and number of shares deliverable
upon exercise of the Warrants are subject to anti-dilution adjustments under
certain circumstances.

The Warrants may be exercised upon surrender to the Company's transfer
agent of the applicable Warrant certificate or prior to expiration of the
applicable Warrant exercise period, with the form of election to purchase on the
reverse side of the certificate executed as indicated, and accompanied by
payment of the full exercise price for the number of Warrants being exercised.
Payment may be made in cash or by certified or official bank check payable to
the order of the company.

OPTIONS

The Company has issued options to purchase 412,500 shares of common stock,
at prices of $0.80 and $0.88, to its officers, directors and key employees
pursuant to the 1996 Stock Option and Incentive Plan. This plan was approved by
the Company's stockholders in 1997.

TRANSFER AGENT

The Company has appointed American Securities Transfer & Trust, Inc.
('AST'), as its transfer agent and registrar for the Company's securities. The
address of AST is 1825 Lawrence Street, Denver, CO 80202-1817.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have outstanding
6,378,750 shares of Common Stock, assuming exercise of all Warrants. Of these
shares, 5,050,000 will be freely tradable without restriction (except) for
restrictions imposed by certain state regulatory authorities) or registration
under the Securities Act, except that any shares purchased by an 'affiliate' of
the Company (as defined in the rules and regulations promulgated under the
Securities Act) will be subject to the resale limitations under Rule 144 under
the Securities Act. The remaining 1,328,750 shares of outstanding Common Stock
were issued and sold by the Company in private transactions in reliance upon
exemptions from registration under the Act. Such shares may be sold only
pursuant to an effective registration statement filed by the Company or an
applicable exemption, including the exemption contained in Rule 144 promulgated
under the Act.

In general, under Rule 144 as currently in effect, a shareholder, including
an affiliate of the Company may sell shares of Common Stock after at least one
year has elapsed since such shares were acquired from the Company or an
affiliate of the Company. The number of shares of Common Stock

which may be sold within any three-month period is limited to the greater of one
percent of the then outstanding Common Stock or the average weekly trading
volume in the Common Stock during the four calendar weeks preceding the date on
which notice of such sale was filed under Rule 144. Certain other requirements
of Rule 144 concerning availability of public information, manner of sale and
notice of sale must also be satisfied. In addition, a shareholder who is not an
affiliate of the Company (and who has not been an affiliate of the Company for
90 days prior to the sale) and who has beneficially owned shares acquired from
the Company or an affiliate of the Company for over two years may resell the
shares of Common Stock without compliance with the foregoing requirements under
Rule 144.

No predictions can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Stock prevailing from time to time. Nevertheless, sales of
substantial amounts of Common Stock, or the perception that such sales may
occur, could have a material adverse effect on prevailing market prices.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Bondy & Schloss LLP, New York, New York.

EXPERTS

The financial statements of the Company from March 11, 1996 (inception) to
the year ended June 30, 1997 audited and for the six months ended December 31,
1997 unaudited, appearing in this Prospectus have been prepared by Jeffrey M.
Moritz, C.P.A., independent auditor, as set forth in his report hereon appearing
elsewhere herein, and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
SB-2 (together with all amendments and exhibits thereto, the 'Registration
Statement') under the Securities Act, with respect to the shares being offered
in this offering. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain items of which are omitted in
accordance with the rules and regulations of the Commission. The omitted
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Such material can also be obtained at
the Commission's Web site at http://www.sec.gov. Copies of such material can be
obtained from the public reference section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or other document field as an exhibit to the Registration Statement are
not necessarily complete and in each instance reference is made to the copy of
the document filed as an exhibit to the Registration Statement, each statement
made in this Prospectus relating to such documents being qualified in all
respect by such reference. For further information with respect to the Company
and the securities being offered hereby, reference is hereby made to such
Registration Statement, including the exhibits thereto and the financial
statements, notes, and schedules filed as a part thereof.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Independent Auditors' Report............................................................................... F-2

Audited Financial Statements

Balance Sheet as of June 30, 1997..................................................................... F-3

Statement of Operations for the Year Ended June 30, 1997.............................................. F-4

Statement of Cash Flows for the Year Ended June 30, 1997.............................................. F-5

Statement of Shareholder Equity....................................................................... F-6

Notes to Audited Financial Statements................................................................. F-7

Unaudited Financial Statements.............................................................................

Balance Sheet as of December 31, 1997................................................................. F-14

Statement of Operations for the Six Months Ended December 31, 1997.................................... F-15

Statement of Cash Flows for the Six Months Ended December 31, 1997.................................... F-16

Statement of Shareholders' Equity..................................................................... F-17

Notes to Unaudited Financial Statements............................................................... F-18
</TABLE>

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

To The Board of Directors
AMERICAN ATM CORP.

I have audited the accompanying balance sheet of American ATM Corp. (A
Development Stage Company) as of June 30, 1997 and the related statement of
income, cash flows and shareholders' equity for the year then ended. These
financial statements are the responsibility of the company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing
standards as applied to development stage companies. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. Those standards also
require that the financial statements are prepared under the assumption that the
company will continue as a going concern (see Note 1). An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used as well as evaluating the overall financial statement
presentation. I believe my audit provides a reasonable basis for my opinion.

Subject to the above explanation of reporting for development stage
companies, in my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American ATM Corp.
(A Development Stage Company) as of June 30, 1997 and the results of its
operations and cash flows for the period then ended in conformity with generally
accepted accounting principles.

JEFFREY M. MORITZ
Certified Public Accountant

Hyannis, Massachusetts
July 26, 1997

F-2

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 30, 1997

<TABLE>
<CAPTION>
1997 1996
---------- --------

<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Equivalents............................................................... $ 259,143 $163,001
Note Receivable.................................................................... 125,200 --
Subscriptions Receivable........................................................... -- 107,000
Accounts Receivable (Note 1)....................................................... 1,406 --
Accrued Interest Receivable (Note 4)............................................... 14,808 --
Advances Receivable................................................................ 2,801 --
Inventory.......................................................................... 2,500 --
Prepaid Expenses................................................................... 5,656 34,890
---------- --------
Total Current Assets.......................................................... 411,514 304,891
---------- --------
PROPERTY AND EQUIPMENT (Note 1).........................................................
Furniture and Equipment............................................................ 528,312 12,200
Capitalized Site Acquisition Costs................................................. 37,655 --
Software........................................................................... 9,443 --
Leasehold Improvements............................................................. 830 830
Less: Accumulated Depreciation..................................................... (69,780) (277)
---------- --------
Net Property and Equipment......................................................... 506,459 12,753
---------- --------
OTHER ASSETS............................................................................
Deferred Income Tax Benefit (Note 1)............................................... 183,722 3,339
Other Intangibles.................................................................. 2,288 2,365
---------- --------
Total Other Assets............................................................ 186,010 5,704
---------- --------
Total Assets............................................................. $1,103,983 $323,348
---------- --------
---------- --------
LIABILITIES AND EQUITY
CURRENT LIABILITIES.....................................................................
Notes and Advances Payable (Note 4)................................................ $ 230,470 $ --
Accounts Payable and Accrued Expenses.............................................. 17,671 6,157
Taxes Payable...................................................................... 2,685 1,108
---------- --------
Total Current Liabilities..................................................... 250,825 7,265
---------- --------
SHAREHOLDERS' EQUITY (Notes 2 and 6)....................................................
Capital Stock -- Preferred Authorized: 100,000 Shares at Par $10.00 Issued: 0
shares............................................................................ 0 0
Capital Stock -- Common Authorized: 10,000,000 Shares at Par $.001 Issued:
2,253,000 shares.................................................................. 2,253 1,543
Paid in Capital.................................................................... 1,151,963 333,457
Retained Earnings (Deficit)........................................................ (301,058) (18,917)
---------- --------
Total Shareholders' Equity.................................................... 853,158 316,083
---------- --------
Total Liabilities and Equity............................................. $1,103,983 $323,348
---------- --------
---------- --------
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-3

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
CUMULATIVE
FOR THE FROM
YEAR ENDED INCEPTION
JUNE 30, (MARCH 11,
1997 1996)
----------- -----------

<S> <C> <C>
INCOME (Note 1)..................................................................... $ 118,852 $ 118,852
DIRECT COSTS
ATM Location Costs............................................................. 301,561 302,621
Deposit Finance Charges (Note 6)............................................... 68,247 68,414
----------- -----------
Total Direct Costs........................................................... 369,808 371,035
----------- -----------
GROSS PROFIT (LOSS)................................................................. (250,956) (252,183)
----------- -----------
OPERATING EXPENSES
Payroll Related Expenses....................................................... 14,689 84,797
Salaries....................................................................... 81,497 15,485
Advertising.................................................................... 6,756 7,606
Insurance...................................................................... 11,234 11,374
Professional Fees.............................................................. 20,396 24,926
Consulting Fees................................................................ 12,000 17,000
Travel Expenses................................................................ 18,078 18,387
Rent........................................................................... 7,642 9,832
Utilities...................................................................... 26,568 28,550
Depreciation and Amortization.................................................. 11,475 11,771
Office Expenses................................................................ 18,154 19,495
Miscellaneous Expenses......................................................... 5,893 6,188
----------- -----------
Total Operating Expenses.................................................. 234,382 255,411
----------- -----------
NET OPERATING INCOME (LOSS)......................................................... (485,338) (507,594)
OTHER INCOME
Investment Interest Income..................................................... 22,814 22,814
----------- -----------
NET INCOME (LOSS) BEFORE PROVISION FOR TAXES........................................ (462,524 (484,780)
INCOME TAX BENEFIT (NOTE 2)......................................................... (180,383) (183,722)
----------- -----------
NET INCOME (LOSS) RETAINED.......................................................... $ (282,141) $ (301,058)
----------- -----------
----------- -----------
PER COMMON SHARE
Net Income (loss)
Primary.............................................................. (0.15) (0.24)
Fully Diluted........................................................ (0.07) (0.11)
Average Number of Common Shares................................................ 1,898,000 1,276,500
Fully Diluted.................................................................. 3,813,000 2,691,500
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-4

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
CUMULATIVE
FROM
FOR THE YEAR ENDED INCEPTION
JUNE 30, 1997 (MARCH 11, 1996)
------------------ ----------------

<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) from Development Stage Operations................... (282,141) (301,058)
------------------ ----------------
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by
Operating Activities................................................
Fixed Asset Depreciation and Amortization........................ 69,503 69,780
Change In Receivables............................................ (144,215) (144,215)
Change In Other Current Assets................................... 26,733 (8,156)
Change In Other Assets........................................... 77 (2,288)
Change In Notes and Advances Payable............................. 230,470 230,470
Change In Accounts Payable....................................... 11,514 17,671
Change In Other Current Liabilities.............................. 1,577 2,685
Change In Deferred Tax Benefit................................... (180,383) (183,722)
------------------ ----------------
Total Adjustments........................................... 15,276 (17,775)
------------------ ----------------
Net Cash Provided (Used) by Operating Activities...................... (266,865) (318,833)
CASH FLOWS FROM INVESTMENTS ACTIVITIES
Investment in Fixed Assets............................................ (563,210) (576,240)
------------------ ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common Stock.................................................. 819,216 1,154,216
Change in Subscriptions Receivable.................................... 107,000 0
------------------ ----------------
Net Cash from Financing Activities.................................... 926,216 1,154,216
------------------ ----------------
NET INCREASE (DECREASE) IN CASH............................................ 96,141 259,143
------------------ ----------------
------------------ ----------------
</TABLE>

The attached accountants' report and notes are an integral part hereof.

F-5

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 11, 1996) TO JUNE 30, 1997

<TABLE>
<CAPTION>
$10 PREFERRED
$.001 COMMON STOCK STOCK TOTAL
------------------ OPTIONS/ --------------- PAID-IN RETAINED SHAREHOLDERS'
SHARES AMOUNT WARRANTS SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ------ ----------- ------ ------ ---------- --------- -------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance -- March 11, 1996 (inception).... -- -- -- -- -- -- --
Sale of Organizers Stock............ 300,000 $ 300 $ 14,700 $ 15,000
Sales of Founders Shares to Private
Investors......................... 458,000 458 51,542 240,000
Sales of Shares to Private
Investors......................... 295,000 295 1,000,000 239,705 240,000
Securities Offering under Rule 504
Regulation D...................... 490,000 490 27,510 28,000
Net Loss to June 30, 1996........... $ (18,917) (18,917)
- --
--------- ------ ----------- ---------- --------- -------------
Balance -- June 30, 1996 1,543,000 1,543 1,000,000 0 0 333,457 (18,917) 316,083
- --
--------- ------ ----------- ---------- --------- -------------
Securities Offering under Rule 504
Regulation D...................... 650,000 650 2,000,000 638,566 639,216
Warrants Rescinded.................. (1,000,000)
Shares Issued in Exchange for
Equipment Leases (Note 6)......... 60,000 60 179,940 180,000
Options Issued as Part of Executive
and Director Compensation (Note
2)................................ 300,000
Options Issued as Part of Employee
Compensation...................... 30,000
Warrants Issued for Use by the Board
of Directors...................... 500,000
Net Loss to June 30, 1997........... (282,141)
- --
--------- ------ ----------- ---------- --------- -------------
Balance -- June 30, 1997................. 2,253,000 2,253 2,830,000 0 $0 $1,151,963 $(301,058) $ 1,135,299
- --
- --
--------- ------ ----------- ---------- --------- -------------
--------- ------ ----------- ---------- --------- -------------
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-6

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AUDITED FINANCIAL STATEMENTS
AS OF JUNE 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in the State of Florida on March 11, 1996 and
commenced business on May 1,1996. The Company is an independent owner and
operator of automatic teller machines (ATM's) which provide individuals with
credit or debit cards the ability to obtain on the spot cash from their bank
accounts. These machines are located in high traffic and convenience locations.

DEVELOPMENT STAGE OPERATIONS

The Company has a short operating history and is considered in a
development stage. The Company is subject to risks common to companies in
similar stages of development. Principal among these risks are the successful
marketing of its current services, dependence on key individuals, competition
from substitute or larger companies, and the need to obtain the necessary funds
to sustain operations. Absent the access to those necessary funds there is some
doubt as to the ability of the company to continue as a going concern.

USE OF ESTIMATES

The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets or liabilities and the
disclosure of contingent liabilities or assets at the date of the financial
statements and the amounts of revenues or expenses during the reporting period.

CONCENTRATION OF RISK

The fee income from ATM machines represents 100% of the Company's operating
revenues. Fee income from ATM processing is limited by the hours of operation at
the sites leased by the Company. In some states, the amount and nature of fees
charged is limited or restricted by regulation, and in some states, private ATM
machines are not permissible.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Repairs and maintenance, which
are not considered betterments and do not extend the useful life of the assets,
are charged to expense as incurred. As the equipment is retired or otherwise
disposed of, the asset and the related accumulated depreciation are removed from
the accounts and any resulting profit or loss is reflected in income.

The cost of these assets is charged against income using the straight-line
or declining balance method of depreciation. The estimated useful lives of
property and equipment are as follows:

<TABLE>
<S> <C>
Machinery and Equipment.............................. 7 Years
Furniture and Equipment.............................. 5 Years
Organizational Expenses.............................. 5 Years
Lease Acquisition Expenses........................... 2 Years
</TABLE>

INCOME TAX

The Company records deferred income taxes as the difference between book
and tax depreciation and all other temporary book and tax differences in
accordance with Statement of Accounting Standards No. 109 (Accounting for Income
Taxes). Deferred Taxes (Tax Benefits) are also recognized for operating losses
and tax credits that are available to offset future taxable income.

The attached financial statements and audit report are an integral part hereof.
F-7

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF JUNE 30, 1997

The Company has recorded deferred tax benefits of $183,722 reflecting the
benefit of $484,778 in tax loss carry forwards which expire in varying amounts
in 2011 and 2012. The realization of this tax benefit is dependent on generating
sufficient taxable income prior to the expiration of the loss carry forwards.
Although realization is not assured, management believes it is more likely than
not that all of the deferred tax asset will be realized. The amount of the tax
benefit could be reduced in the near term if estimates of future taxable income
during the carry forward period are reduced.

NOTE 2: SHAREHOLDERS' EQUITY

As of June 30, 1997, the company provided for two classes of stock as
follows:

10 Million Common Shares at a Par Value of $.001
100,000 Preferred Shares at a Par Value of $10.00

At the statement date, the company had issued 2,253,000 shares of Common
Stock. The Company had issued no shares of Preferred Stock (See Statement of
Shareholder Equity and Note 6)

The Company established a Director and Officer Stock Option Compensation
Plan on March 21, 1997. Under that plan, each member of the Board of Directors,
other than the President, receives options to purchase 10,000 restricted sale
shares for each year of service to the company, or part thereof, at 100% of
market price at the option issue date with an initial option price of $1.00.
These options expire after four years. The President receives options to
purchase 100,000 restricted sale shares for each year of service to the Company,
or part thereof, at 110% of market price at the option issue date with an
initial option price of $1.10. These options expire after three years.

The Company has issued options and warrants to purchase additional shares
of Common Stock as follows:

<TABLE>
<CAPTION>
DESCRIPTION NUMBER TERMS
- ------------------------------------ --------- ----------------------------------------------------

<S> <C> <C>
Issued as part of the public
offering.......................... 2,000,000 As part of an Offered Unit (See Note 6) One (1)
warrant for the right to purchase One (1) share at
$3.00.
Issued as part of the President's
stock option compensation plan.... 200,000 Issued at 110% of market price, currently stipulated
as $1.10 per share to expire in three years.
Issued as part of the Officers and
Director's stock option
compensation plan................. 130,000 Issued at 100% of market price, currently stipulated
as $1.00 per share to expire in four years.
Committed for public relations and
related services rendered......... 850,000 Issued a right to purchase at $3.00 per share.
</TABLE>

In applying FASB Statement 123 'Accounting for Stock Based Compensation' in
accounting for its compensatory stock option plan, had compensation cost been
determined for the options issued consistent therewith, the Company's net income
(loss) retained and net income (loss) per share would have changed by the
difference between the option price and fair market value as calculated by the
Black-Scholes option pricing model. Assuming fair market value at the date of
the grant of $1.00, an exercise price of between $1.00 and $1.10, three year
life on the options, expected volatility of 200%, no expected dividends and risk
free interest rates of 10%, the Company would have recorded

The attached financial statements and audit report are an integral part hereof.
F-8

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF JUNE 30, 1997

compensation expense totalling $18,697 from the inception of the plan through
June 30, 1997. As such, pro-forma net loss per share would be as follows:

<TABLE>
<S> <C>
Net Loss as reported.................................................... (282,141)
Additional compensation................................................. 18,697
Adjusted Net Loss....................................................... (300,838)
Loss Per Share reported................................................. (.15)
Adjusted Loss Per Share................................................. (.16)
</TABLE>

No options or warrants had been exercised as of June 30, 1997.

NOTE 3: COMMITMENTS AND CONTINGENCIES

LEASES

The Company has entered into a non-cancelable lease for its office and
warehouse space for three years commencing June 10, 1996 and ending June 30,
1999. The Company's future minimum annual lease liability under this agreement
is as follows:

<TABLE>
<S> <C>
Second Year Ending June 30, 1998....................... 11,102
Third Year Ending June 30, 1999........................ 11,657
</TABLE>

In addition, the Company is obligated for common area and equipment
maintenance charges.

TRANSACTION REPORTING AND TRANSFER SYSTEM

The Company has entered into an agreement with a third-party provider that
renders electronic transaction reporting and transfer services. This represents
the single most important component of the Company operating requirements as it
enables the Company to process the information and transactions at its ATM
machines. It also provides for the deposit of fees earned and cash withdrawn
directly to the company's bank accounts. Under the terms of the agreement fees
for these services require the payment of a one time setup fee at the time of
installation and ongoing monthly fees predicated on the overall number of
transactions.

NATIONAL ACCESS SYSTEM

As part of its electronic transaction processing system, the Company has
entered into a licensing agreement with a national access system. The system
facilitates the ability of the ATM customer to obtain electronic funds transfer
without the requirement of using a bank dedicated ATM system. The Company
receives revenue from the use of this system predicated on the number of access
transactions.

SITE LOCATION LEASES

The Company has contracted with site sales and placement agencies which
solicit and lease locations for automatic teller machines for a fee. Upon
acceptance by the Company of the location, the leases are assigned to the
Company by the agency for a one time fee. The term of the leases are generally
five (5) years and provide for a per transaction rental fee.

The attached financial statements and audit report are an integral part hereof.
F-9

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF JUNE 30, 1997

NOTE 4: ATM MACHINE FIT CASH FINANCING

The Company has contracted with an independent funding company to provide
the machine cash needs for its ATM locations for five years. The funding source
has agreed to furnish a minimum of $350,000 and a maximum of $1 Million for this
purpose. Under the terms of the agreement, the Company is obligated to pay
substantially all of the carrying expenses of the funds committed by the source
which includes twelve percent interest on the committed amount and the opening
overhead for wire transfer fees and bank charges incident to the Company
activities with the source. In addition, the Company contributes $1,000 monthly
toward other operating expenses. The Company has the right to offset the
interest charges with any interest or investment income earned by the unused
portion of the commitment. The annual minimum and maximum costs for this
arrangement are $43,000 and $121,000 respectively. The amount of interest
charges earned by the Company on the unused portion of the commitment was $1,986
for the year ended June 30, 1997.

NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is the amount at which an asset or
obligation could be exchanged in a current transaction between willing parties,
other than in a forced liquidation. Fair value estimates are made at a specific
point in time based on the type of facial instrument and relevant market
information.

Because no quoted market price exists for a significant portion of these
financial instruments, the fair values are derived based on management's best
judgment with respect to current economic conditions. Many of the estimates
involve uncertainties and matters of significant judgment and cannot be
determined with precision.

The fair value information provided is indicative of the estimated fair
values of the financial instruments and should not be interpreted as an estimate
of the value of the Company taken as a whole.

<TABLE>
<CAPTION>
CARRYING VALUE FAIR VALUE
-------------- ----------

<S> <C> <C>
Financial Assets:
Cash and Equivalents........................................ $259,143 $259,143
Accounts Receivable......................................... 144,215 144,215
Other Receivables........................................... 8,156 8,156
Financial Liabilities:
Accounts Payable............................................ 20,356 20,356
Short Term Debt............................................. 230,470 230,470
Long Term Debt.............................................. 0 0
</TABLE>

NOTE 6: PUBLIC OFFERING AND OTHER COMMON STOCK ISSUINGS

PUBLIC OFFERING

The Company completed its public offering under Regulation D Rule 504 of
the Securities Act of 1933 (as amended) to raise additional working capital of
$1,000,000. This effort included the sale of 700,000 of Common Stock and
2,000,000 Common Stock Purchase Warrants with purchase rights at $3.00 per
share. The Company has retained counsel to prepare and file a Registration
Statement with the Securities and Exchange Commission to register the shares
underlying the purchase warrants. The fees are expected to be approximately
$90,000. As at June 30, 1997 the fees incurred amounted to $30,284 and had been
charged to Paid In Capital.

The attached financial statements and audit report are an integral part hereof.
F-10

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF JUNE 30, 1997

CAPITALIZED LEASES

On July 15, 1996 the Company entered into lease finance arrangements with a
primary vendor of equipment for automatic teller machines. The terms of the
financing called for a $2,000 down payment, sixty monthly payments of $350 per
machine principal and interest plus sales tax. The Company's future minimum
annual liability under this agreement would have been:

<TABLE>
<S> <C>
Year Ending June 30, 1997................................................ $33,390
Year Ending June 30, 1998................................................ 44,520
Year Ending June 30, 1999................................................ 44,520
Year Ending June 30, 2000................................................ 44,520
Year Ending June 30, 2001................................................ 44,520
Thereafter............................................................... 11,130
</TABLE>

On January 23, 1997 the Company entered into an agreement and subsequently
the obligations under the leases for a single payment of 60,000 shares of Common
Stock. The transaction was valued at $180,000.

The attached financial statements and audit report are an integral part hereof.
F-11

[THIS PAGE INTENTIONALLY LEFT BLANK]

F-12

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

To The Board of Directors
AMERICAN ATM CORP.
Boca Raton, Florida

The accompanying Unaudited Balance Sheet of American ATM Corp. (A
Development Stage Company) as of December 31, 1997 and the related Unaudited
Statement of Operations, Unaudited Statement of Cash Flows and Unaudited
Statement of Shareholder's Equity for the six months then ended have been
compiled by me. A compilation is limited to presenting in the form of financial
statements, information that is the representation of management. The
compilation was conducted in accordance with generally accepted accounting
standards as applied to development stage companies. Those standards require
that the financial statements are prepared under the assumption that the company
will continue as a going concern (See Note 1).

I have not audited or reviewed the accompanying financial statements and,
accordingly, do not express an opinion or any other form of assurance on them.

JEFFREY M. MORITZ
Certified Public Accountant

Hyannis, Massachusetts
January 26, 1998

F-13

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED BALANCE SHEET
AS OF DECEMBER 31, 1997

<TABLE>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Equivalents............................................................. $ 381,342
Note and Advances Receivable..................................................... 3,401
Accounts Receivable (Notes 1 and 9).............................................. 26,331
Accrued Interest Receivable...................................................... 18,616
Inventory........................................................................ 2,500
Prepaid Expenses................................................................. 7,086
----------
Total Current Assets........................................................ $ 439,276
----------
PROPERTY AND EQUIPMENT (Note 1)
Furniture and Equipment.......................................................... 540,355
Capitalized Site Acquisition Costs............................................... 44,555
Software......................................................................... 10,693
Leasehold Improvements........................................................... 830
Less: Accumulated Depreciation................................................... (118,098)
----------
Net Property and Equipment....................................................... 478,335
----------
OTHER ASSETS
Deferred Income Tax Benefit (Note 1)............................................. 235,153
Other Intangibles................................................................ 2,250
----------
Total Other Assets.......................................................... 237,403
----------
Total Assets........................................................... $1,155,014
----------
----------

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Notes and Advances Payable (Note 2).............................................. 428,930
Accounts Payable and Accrued Expenses............................................ 40,385
Taxes Payable.................................................................... 3,027
----------
Total Current Liabilities................................................... 472,342
----------
SHAREHOLDERS' EQUITY (Notes 3, 7 and 9)
Capital Stock -- Preferred Authorized: 100,000 Shares at Par $10.00
Issued: 0 Shares.................................... 0
Capital Stock -- Common Authorized: 10,000,000 Shares at Par $.001
Issued: 2,816,250 Shares............................ 2,816
Paid in Capital.................................................................. 1,142,990
Retained Earnings (deficit)...................................................... (463,134)
----------
Total Shareholders' Equity.................................................. 682,672
----------
Total Liabilities and Equity........................................... $1,155,014
----------
----------
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-14

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED
DECEMBER 31, CUMULATIVE
--------------------------------------------- FROM INCEPTION
1997 1996 (MARCH 11, 1996)
--------------------- -------------------- ----------------

<S> <C> <C> <C> <C> <C>
INCOME (Note 1)................................................. $ 131,612 $ 11,259 $ 250,464
DIRECT COSTS
ATM Location Costs......................................... $131,942 $70,615 434,563
Deposit Finance Charges (Note 5)........................... 27,791 26,533 96,205
-------- ------- ----------------
Total Direct Costs.................................... 159,733 97,148 530,768
--------- --------- ----------------
GROSS PROFIT (LOSS)............................................. (28,121) (85,889) (280,304)
--------- --------- ----------------
OPERATING EXPENSES
Salaries................................................... 46,513 28,488 131,310
Payroll Related Expenses................................... 6,386 6,374 21,871
Advertising................................................ 583 4,502 8,189
Insurance.................................................. 7,809 4,818 19,183
Professional Fees.......................................... 14,324 16,892 39,250
Consulting Fees............................................ 11,000 0 28,000
Travel Expenses............................................ 4,513 14,578 22,900
Rent....................................................... 9,950 5,177 19,782
Utilities.................................................. 14,178 6,559 42,728
Depreciation and Amortization.............................. 49,041 10,907 60,812
Office Expenses............................................ 13,748 5,070 33,243
Miscellaneous Expenses..................................... 12,247 3,110 18,435
-------- ------- ----------------
Total Operating Expenses.............................. 190,292 106,475 445,703
--------- --------- ----------------
NET OPERATING INCOME (LOSS)..................................... (218,413) (192,365) (726,007)
OTHER INCOME
Investment Interest Income................................. 4,906 58,272 27,720
--------- --------- ----------------
NET INCOME (LOSS) BEFORE PROVISION FOR TAXES.................... (213,507) (698,287)
INCOME TAX BENEFIT (Note 1)..................................... (51,431) (235,153)
--------- --------- ----------------
NET INCOME (LOSS) RETAINED...................................... $(162,076) $(134,092) $ (463,134)
--------- --------- ----------------
--------- --------- ----------------
EARNINGS PER SHARE (Note 8)
Basic...................................................... (0.06) (0.30)
Assuming Dilution.......................................... (0.02) (0.07)
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-15

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED
DECEMBER 31, CUMULATIVE FROM
----------------------------------------------- INCEPTION (MARCH
1997 1996 11, 1996)
--------------------- ---------------------- ----------------

<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) from Development Stage Operations...... $(162,076) $ (134,092) $ (463,134)
Adjustments to Reconcile Net Income (loss) to Net Cash
Provided by Operating Activities
Fixed Asset Depreciation and Amortization........... $ 48,318 $ 10,907 118,098
Change in Notes, Advances and Accounts
Receivables....................................... 95,867 (48,348)
Change in Other Current Assets...................... (1,430) 23,870 (9,586)
Change in Other Assets.............................. 38 735 (2,250)
Change in Notes and Advances Payable................ 198,460 428,930
Change in Accounts Payable.......................... 22,714 135,659 40,385
Change in Other Current Liabilities................. 342 921 3,027
Change in Deferred Tax Benefit...................... (51,431) (58,272) (235,153)
-------- ----------------
Total adjustments.............................. 312,878 113,820 295,103
--------- ---------- ----------------
Net Cash Provided (used) by Operating Activities......... 150,802 (20,272) (168,031)
CASH FLOWS FROM INVESTMENT ACTIVITIES
Investment in Fixed Assets............................... (20,193) (399,781) (596,433)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common Stock (Net of Costs)...................... (8,410) 686,500 1,214,602 1,145,806
--------- ---------- ----------------
NET INCREASE (DECREASE) IN CASH............................... $ 122,199 $ 794,549 $ 381,342
--------- ---------- ----------------
--------- ---------- ----------------
</TABLE>

The attached accountant's report and notes are an integral part hereof.

F-16

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 11, 1996) TO DECEMBER 31, 1997
(SEE NOTE 3)
<TABLE>
<CAPTION>
$.001 COMMON STOCK $10 PREFERRED
------------------------------- STOCK
OPTIONS/ --------------- PAID-IN RETAINED
SHARES AMOUNT WARRANTS SHARES AMOUNT CAPITAL EARNINGS
--------- ------ ---------- ------ ------ ---------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE -- MARCH 11, 1996 (INCEPTION)...... -- -- -- -- -- --
Sale of Organizers Stock.............. 300,000 $ 300 $ 14,700
Sales of Founders Shares to Private
Investors........................... 458,000 458 51,542
Sales of Shares to Private
Investors........................... 295,000 295 1,000,000 239,705
Securities Offering under Rule 504
Regulation D........................ 490,000 490 27,510
Net Loss to June 30, 1996............. $ (18,917)
-- --
--------- ------ ---------- ---------- ---------
BALANCE -- JUNE 30, 1996................... 1,543,000 1,543 1,000,000 0 0 333,457 (18,917)
-- --
--------- ------ ---------- ---------- ---------
Securities Offering under Rule 504
Regulation D........................ 650,000 650 2,000,000 638,566
Warrants Rescinded.................... (1,000,000)
Shares Issued in Exchange for
Equipment Leases (Note 6)........... 60,000 60 179,940
Options Issued as Part of Executive
and Director Compensation (Note
2).................................. 300,000
Options Issued as Part of Employee
Compensation........................ 30,000
Warrants Issued for Use by the Board
of Directors........................ 850,000
Net Loss to June 30, 1997............. (282,141)
-- --
--------- ------ ---------- ---------- ---------
BALANCE -- JUNE 30, 1997................... 2,253,000 2,253 3,180,000 0 0 1,151,963 (301,058)
-- --
--------- ------ ---------- ---------- ---------
Prepaid SB-2 Registration Costs....... (8,410)
Forward Stock Split................... 563,250 563 795,000 (563)
Net Loss to December 31, 1997......... (162,076)
BALANCE -- DECEMBER 31, 1997............... 2,816,250 $2,816 3,975,000 0 0 $1,142,990 $(463,134)
-- --
-- --
--------- ------ ---------- ---------- ---------
--------- ------ ---------- ---------- ---------

TOTAL
SHAREHOLDERS'
EQUITY
-------------
<S> <<C>
BALANCE -- MARCH 11, 1996 (INCEPTION)...... --
Sale of Organizers Stock.............. $ 15,000
Sales of Founders Shares to Private
Investors........................... 52,000
Sales of Shares to Private
Investors........................... 240,000
Securities Offering under Rule 504
Regulation D........................ 28,000
Net Loss to June 30, 1996............. (18,917)

-------------
BALANCE -- JUNE 30, 1996................... 316,083

-------------
Securities Offering under Rule 504
Regulation D........................ 639,216
Warrants Rescinded....................
Shares Issued in Exchange for
Equipment Leases (Note 6)........... 180,000
Options Issued as Part of Executive
and Director Compensation (Note
2)..................................
Options Issued as Part of Employee
Compensation........................
Warrants Issued for Use by the Board
of Directors........................
Net Loss to June 30, 1997............. (282,141)

-------------
BALANCE -- JUNE 30, 1997................... 853,158

-------------
Prepaid SB-2 Registration Costs....... (8,410)
Forward Stock Split...................
Net Loss to December 31, 1997......... (162,076)
BALANCE -- DECEMBER 31, 1997............... $ 682,672

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

The attached accountant's report and notes are an integral part hereof.

F-17

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in the State of Florida on March 11, 1996 and
commenced business on May 1, 1996. The Company is an independent owner and
operator of automatic teller machines (ATM's) which provide individuals with
credit or debit cards the ability to obtain on the spot cash from their bank
accounts. These machines are located in high traffic and convenience locations.

Development Stage Operations:

Use of Estimates:

Concentration of Risk:

Cash and Cash Equivalents:

The company considers all highly-liquid, short-term investments with an
original maturity of three months or less to be cash equivalents.

The company deposits the majority of its cash in two commercial banks
located in Florida and with a national brokerage firm. From time to time, cash
balances in the commercial banks exceed federally insured limits. To date, the
company has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk on its cash and cash equivalents.

Accounts Receivable:

As part of the agreement with one of the private lenders who provides ATM
fit cash, the Company has the right to an offset of the interest charged with
any interest or investment income earned by the unused portion of the
commitment. The lender is obligated, under the agreement, to invest the unused
portions in short term or overnight investments. At the statement date, the
balance in Accounts Receivable includes $22,850 of unpaid offset. (See Notes 5
and 9)

Property and Equipment:

Property and equipment are stated at cost. Repairs and maintenance, which
are not considered betterments and do not extend the useful life of the assets,
are charged to expense as incurred. As the

The attached financial statements and accountants report are an integral part
hereof.
F-18

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
equipment is retired or otherwise disposed of, the asset and the related
accumulated depreciation are removed from the accounts and any resulting profit
or loss is reflected in income.

The cost of these assets is charged against income using the straight-line
or declining balance method of depreciation. The estimated useful lives of
property and equipment are as follows:

<TABLE>
<S> <C>
Machinery and Equipment.................................................. 7 Years
Furniture and Equipment.................................................. 5 Years
Organizational Expenses.................................................. 5 Years
Lease Acquisition Expenses............................................... 2 Years
</TABLE>

Advertising:

The company expenses advertising as incurred. For the six months ended
December 31, 1997 advertising expense was $583.

Income Tax:

The Company has recorded deferred tax benefits of $235,153 reflecting the
benefit of $698,287 in tax loss carry forwards which expire in varying amounts
in 2011 and 2013. The realization of this tax benefit is dependent on generating
sufficient taxable income prior to the expiration of the loss carry-forwards.
Although realization is not assured, management believes it is more likely than
not that all of the deferred tax asset will be realized. The amount of the tax
benefit could be reduced in the near term if estimates of future taxable income
during the carry forward period are reduced.

NOTE 2: NOTES AND ADVANCES PAYABLE

The following notes and obligations were outstanding as at December 31,
1997:

<TABLE>
<S> <C>
Advances Payable -- Bank
Secured by specific Fit Cash balances located in the ATM machines..... $226,770
Advances Payable -- Private Lender
Secured by specific Fit Cash balances located in the ATM machines..... 97,160
Advances Payable -- Private Lender
Secured by specific Fit Cash balances located in the ATM machines..... 80,000
Notes Payable -- Shareholder............................................ 25,000
--------
Total Note and Advances -- All Short Term.......................... $428,930
--------
--------
</TABLE>

The attached financial statements and accountants report are an integral part
hereof.
F-19

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 3: SHAREHOLDERS' EQUITY (See Note 9)

As of December 31, 1997, the company provided for two classes of stock as
follows:

10 Million Common Shares at a Par Value of $.001
100,000 Preferred Shares at a Par Value of $10.00

At the statement date, the company had issued 2,816,250 shares of Common
Stock including those for the forward split of December 11, 1997 actually
delivered on January 5, 1998. Common shares are voting and dividends are paid at
the discretion of the Board of Directors. The Company had issued no shares of
Preferred Stock. (See Statement of Shareholder Equity)

The Company established a Director and Officer Stock Option Compensation
Plan on March 21, 1997. Under that plan, each member of the Board of Directors,
other than the President, receives options to purchase 10,000 restricted sale
shares for each year of service to the company, or part thereof, at 100% of
market price at the option issue date with an initial option price of $1.00.
These options expire after four years. The President receives options to
purchase 100,000 restricted sale shares for each year of service to the company,
or part thereof, at 110% of market price at the option issue date with an
initial option price of $1.10. These options expire after three years.

The Company has issued options and warrants to purchase additional shares
of Common Stock as follows (adjusted for the forward split of December 11,
1997):

<TABLE>
<CAPTION>
DESCRIPTION NUMBER TERMS
- --------------------------------------------- --------- -------------------------------------------
<S> <C> <C>
Issued as part of the public offering........ 2,500,000 As part of an Offered Unit (See Note 6) One
(1) warrant for the right to purchase One
(1) share at $2.40.
Issued as part of the President's stock 250,000 Issued at 110% of market price, currently
option compensation plan................... stipulated as $.88 per share to expire in
three years.
Issued as part of the Officers and Director's 162,500 Issued at 100% of market price, currently
stock option compensation plan............. stipulated as $.80 per share to expire in
four years.
</TABLE>

In applying FASB Statement 123 'Accounting for Stock Based Compensation' in
accounting for its compensatory stock option plan, had compensation cost been
determined for the operations issued consistent therewith, the Company's net
income (loss) retained and net income (loss) per share would have changed by the
difference between the option price and fair market value as calculated by the
Black-Scholes option pricing model. Assuming fair market value at the date of
the grant of $.80, an exercise price of between $.80 and $.88, three year life
on the options, expected volatility of 200%, no expected dividends and risk free
interest rates of 10%, the Company would have recorded compensation expense
totalling $18,697 from the inception of the plan through June 30, 1997 and an
additional $32,051 through December 31, 1997. As such, pro-forma net loss per
share would be as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
JUNE 30, 1997 DECEMBER 31, 1997
------------- -----------------
<S> <C> <C>
Net Loss as reported................................................. (282,141) (162,096)
Additional compensation.............................................. 18,697 32,051
Adjusted Net Loss.................................................... (300,838) (194,127)
Loss Per Share reported.............................................. (.15) (.06)
Adjusted Loss Per Share.............................................. (.16) (.07)
</TABLE>

The attached financial statements and accountants report are an integral part
hereof.
F-20

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 3: SHAREHOLDERS' EQUITY -- (CONTINUED) (See Note 9)

The Company has also reserved 1,062,500 warrants to purchase shares of
Common Stock at $2.40 per share to be used at the discretion of the Board of
Directors (adjusted for the forward split of December 11, 1997).

No options or warrants had been exercised as of December 31, 1997.

On December 11, 1997 the company completed a 5 for 4 forward stock split
issuing five shares for each four owned for shareholders of record on December
22, 1997. (See Note 9)

NOTE 4: COMMITMENTS AND CONTINGENCIES

Leases:
The Company has entered into a non-cancelable lease for its office and
warehouse space for three years commencing June 10, 1996 and ending June 30,
1999. The Company's future minimum annual lease liability under this agreement
is as follows:

<TABLE>
<S> <C>
Second Year Ending June 30, 1998........................................... 11,102
Third Year Ending June 30, 1999............................................ 11,657
</TABLE>

In addition, the Company is obligated for common area and equipment
maintenance charges.

Transaction Reporting and Transfer System:
The Company has entered into an agreement with a third-party provider that
renders electronic transaction reporting and transfer services. This represents
the single most important component of the Company's operating requirements as
it enables the Company to process the information and transactions at its ATM
machines. It also provides for the deposit of fees earned and cash withdrawn
directly to the company's bank accounts. Under the terms of the agreement fees
for these services require the payment of a one time setup fee at the time of
installation and ongoing monthly fees predicated on the overall number of
transactions.

National Access System:
As part of its electronic transaction processing system, the Company has
entered into a licensing agreement with a national access system. The system
facilitates the ability of the ATM customer to obtain electronic funds transfer
without the requirement of using a bank dedicated ATM system. The Company
receives revenue from the use of this system predicated on the number of access
transactions.

Site Location Leases:
The Company has contracted with site sales and placement agencies which
solicit and lease locations for automatic teller machines for a fee. Upon
acceptance by the Company of the location, the leases are assigned to the
Company by the agency for a one time fee. The term of the leases are generally
five (5) years and provide for a per transaction rental fee.

NOTE 5: ATM MACHINE FIT CASH FINANCING

The Company has contracted with an independent funding company to provide
some of the machine cash needs for its ATM locations for five years. The funding
source has agreed to furnish a minimum of $350,000 and a maximum of $1 Million
for this purpose. Under the terms of the agreement, the Company is obligated to
pay substantially all of the carrying expenses of the funds committed by the
source which includes twelve percent interest on the committed amount and the
operating overhead for

The attached financial statements and accountants report are an integral part
hereof.
F-21

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 5: ATM MACHINE FIT CASH FINANCING -- (CONTINUED)
wire transfer fees and bank charges incident to the Company's activities with
the source. In addition, the Company contributes $1,000 monthly toward other
operating expenses. The Company has the right to offset the interest charges
with any interest or investment income earned by the unused portion of the
commitment. The annual minimum and maximum costs for this arrangement are
$54,000 and $132,000 respectively. (See Notes 1 and 9)

The Company has contracted with another private lender to provide
additional machine cash needs for its ATM locations. The funding source has
agreed to furnish a maximum of $260,000 of which $65,000 may also be used for
working capital. Under the terms of the agreement, the Company is obligated to
pay substantially all of the carrying expenses of the funds committed by the
source which includes ten percent interest on the committed amount and the
operating overhead for wire transfer fees and bank charges incident to the
Company's activities with the source. In addition, the Company contributes
$1,000 annually toward other operating expenses. The annual maximum costs for
this arrangement are $27,000.

In June of 1997, the Company also contracted with a financial institution
to provide some of the machine cash needs for its ATM locations. In an agreement
with the national access provider and the company, the funding source has agreed
to furnish fit cash for machines in territories where the institution operates
up to a maximum of one hundred (100) machines or a total of up to $4 Million.
The Company is obligated to pay interest at a floating rate of prime plus two
percent on the daily outstanding balance of the funds in the machines.

NOTE 6: FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value information provided is indicative of the estimated fair
values of the financial instruments and should not be interpreted as an estimate
of the value of the Company taken as a whole.

<TABLE>
<CAPTION>
CARRYING
VALUE FAIR VALUE
-------- ----------

<S> <C> <C>
Financial Assets:
Cash and Equivalents............................................. $381,342 $381,342
Accounts Receivable.............................................. 44,947 44,947

Financial Liabilities:
Accounts Payable................................................. 40,385 40,385
Short Term Debt.................................................. 428,930 428,930
Long Term Debt................................................... 0 0
</TABLE>

The attached financial statements and accountants report are an integral part
hereof.
F-22

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 7: PUBLIC OFFERING AND OTHER COMMON STOCK ISSUINGS

Public Offering:
The Company completed its public offering under Regulation D Rule 504 of
the Securities Act of 1933 (as amended) to raise additional working capital of
$1,000,000. This effort included the sale of 1,893,000 of Common Stock and
2,000,000 Common Stock Purchase Warrants with purchase rights at $3.00 per
share. The Company has retained counsel to prepare and file a Registration
Statement with the Securities and Exchange Commission to register the shares
underlying the purchase warrants and all other outstanding options.

Capitalized Leases:
On July 15, 1996 the Company entered into lease finance arrangements with a
primary vendor of equipment for automatic teller machines. The terms of the
financing called for a $2,000 down payment, sixty monthly payments of $350 per
machine principal and interest plus sales tax. The Company's future minimum
annual liability under this agreement would have been:

On January 23, 1997 the Company entered into an agreement and subsequently
liquidated the obligations under the leases for a single payment of 60,000
shares of Common Stock. The transaction was valued at $180,000.

NOTE 8: EARNINGS PER SHARE

A reconciliation of the numerators and denominators used in the
computations of basic and diluted earnings per share are as follows:

<TABLE>
<CAPTION>
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- ---------
FOR THE SIX MONTHS ENDED
DECEMBER 31, 1997

<S> <C> <C> <C>
Net income (loss) retained................................... $(162,076)
Basic earnings per share
Income (loss) available to common shareholders.......... $(162,076) 2,816,250 $(.06)
Effect of Dilutive Securities
Warrants:
Issued with public offering........................ 2,500,000
Officers and directors............................. 412,500
Other.............................................. 1,062,500
-------------
Diluted earnings per share
Income (loss) available to common shareholders and
assumed conversions................................... $(162,076) 6,791,250 $(.02)
</TABLE>

The attached financial statements and accountants report are an integral part
hereof.
F-23

AMERICAN ATM CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 1997

NOTE 9: SUBSEQUENT EVENTS

Private Placement:
In December, the Company entered into an agreement to has raise capital
through a private placement totaling $3,200,000 on a 'best efforts -- all or
nothing' basis. The offering provides for the sale of $2 Million of Common Stock
and $1.2 Million of 6% Convertible Preferred Stock. The agreement calls for an
offshore transaction in accordance with Regulation S of the Securities Act that
permits the sale only to 'accredited investors' as defined in the Act.

Under the terms of the agreement, the common shares will be issued at a
discount to the bid price at the time of the Offering but not less than $8 or
more than $10 per share. The preferred shares are issued at $100 per share and
are convertible into common shares at the same price per share as that of the
common at any time during the five year period commencing with their issuance.

The underwriting costs for the offering include a cash commission of 5% of
the gross proceeds from the offering plus common stock warrants for 10% of the
common shares issued and 10% of the shares of common necessary for the
convertible provisions of the preferred shares. They are exercisable at the same
price as the price of the common issued under the offering for up to five years
from the closing date. In addition to the above, the company has retained
counsel to prepare the necessary underlying documents.

The impact on the private placement on Earnings Per Common
Share -- Assuming Dilution and Net Book Value Per Share -- Assuming Dilution and
Conversion is as follows:

<TABLE>
<CAPTION>
BEFORE AFTER
------ ------

<S> <C> <C>
Earnings Per Common Share -- Assuming Dilution....................................... $(.020) $(.015)
Net Book Value Per Share -- Assuming Dilution and Conversion......................... $ 1.45 $ 1.89
</TABLE>

The purpose of this private placement is to provide needed cash reserves
for the acquisition of companies in industries which have been targeted by the
Board of Directors. As yet no agreement has been reached with any such
acquisition.

ATM Fit Cash Financing:
During January, the Company terminated its agreement with its initial cash
provider by transferring all of the machine balances to the financial
institution now providing a majority of the fit cash requirements and the
payment of those balances to the provider. At the statement date, the Company
and the provider were negotiating any final balance due and the final balance of
the interest cost offset receivable. Management has elected to reduce the
balance of the offset receivable to coincide with the balance due.

Stock Split:
On December 11, 1997 the Board of Directors adopted a plan to forward split
the common shares. Under the plan, the Company will issue five shares of Common
for each four shares held by shareholders of record on December 22, 1997. The
Shares were issued on January 5, 1998.

The attached financial statements and accountants report are an integral part
hereof.
F-24

_____________________________ _____________________________

NO UNDERWRITER, DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Prospectus Summary.......................................................................................................... 3
Summary Historical Financial Information.................................................................................... 5
Risk Factors................................................................................................................ 6
Use of Proceeds............................................................................................................. 10
Capitalization.............................................................................................................. 10
Dilution.................................................................................................................... 11
Dividend Policy............................................................................................................. 11
Selected Historical and Financial Data...................................................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 13
Business.................................................................................................................... 14
Management.................................................................................................................. 17
Plan of Distribution........................................................................................................ 20
Description of Securities................................................................................................... 20
Shares Eligible for Future Sale............................................................................................. 21
Legal Matters............................................................................................................... 22
Experts..................................................................................................................... 22
Additional Information...................................................................................................... 22
Index to Financial Statements............................................................................................... F-1
</TABLE>

------------------------
UNTIL , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO
THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

AMERICAN ATM CORP.
3,562,500 SHARES OF
COMMON STOCK $.001 PAR VALUE,
WHICH UNDERLY COMMON STOCK PURCHASE WARRANTS

-------------------------
PROSPECTUS
-------------------------

, 1998

_____________________________ _____________________________

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses incurred in connection
with the issuance and distribution of the securities being registered hereby
expected to be incurred by the Company:

<TABLE>
<S> <C>
SEC registration fee.................................................. $ 4,425.00
State securities law fees and expenses................................ $ *
Printing and engraving expenses....................................... $ *
Legal fees and expenses............................................... $ *
Accounting fees and expenses.......................................... $ 10,000
Transfer Agent fee.................................................... $ *
----------
Total............................................................ $ *
----------
----------
</TABLE>

All amounts in the above table are estimated except the SEC registration
fee.

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850 of the Business Corporation Act of the State of Florida
(the 'FBCA') provides that a corporation shall have the power to indemnify
directors and officers as well as other employees and agents against liability
incurred in connection with any proceeding to which such person is a party by
virtue of the fact that he is a director, officer, employee or other agent of
the Corporation, including amounts paid in settlement in connection with any
proceeding, including any appeal thereof (other than an action by or in the
right of the corporation, a 'derivative action'), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses incurred in connection with
the defense or settlement of such actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following paragraphs set forth certain information with respect to all
securities sold by the Company within the past three years without registration
under the Securities Act of 1933, as amended (the 'Securities Act'). The
information includes the names of the purchasers, the date of issuance, the
title and number of securities sold and the consideration received by the
company for the issuance of these shares.

In October 1996, the Company conducted a public offering of unregistered
securities, pursuant to Rule 504 of Regulation D, of 2,000,000 Common Stock
Purchase Warrants and 700,000 shares of Common Stock.

The following shares of Common Stock were issued by the company without
registration under the Securities Act by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, as transactions
by an issuer not involving a public offering:

In March 1996, the Company issued 300,000 shares of Common Stock to
Mori Aaron Schweitzer for $15,000.

In March 1996, the Company issued 60,000 shares of Common Stock to
Nina Anthony for $3,000.

In March 1996, the Company issued 20,000 shares of Common Stock to
Bernard Murtaugh for $1,000.

II-1

In May 1996, the Company issued to Wayne Kight, 10,000 shares of
Common Stock for $5,000.

In April and May 1996, the Company issued to Norman Shapiro 43,000
shares of Common Stock for $4,500.

In April 1996, the Company issued to Barry Haberman 33,000 shares of
Common Stock for $4,000.

In May 1996, the Company issued to Frank Falco 25,000 shares of Common
Stock for $25,000.

In August 1997, in exchange for services rendered, the Company issued to
Omega Funding, Inc. warrants to purchase 35,000 shares of Common Stock, in the
aggregate, for $2.40 per share.

In August 1997, in exchange for services rendered, the Company issued to
Rajiv Vobra warrants to purchase 20,000 shares of Common Stock, in the
aggregate, for $2.40 per share.

In August 1997, in exchange for services rendered, the Company issued to
Humphrey, Ltd. Warrants to purchase 70,000 shares of Common Stock, in the
aggregate, for $2.40 per share.

On March 16, 1997, the Company issued to Mori Aaron Schweitzer options to
purchase up to 200,000 shares of Common Stock at a price equal to 110% of the
market price of the stock.

On March 16, 1997, the Company issued to its officers and directors options
to purchase 130,000 shares of Common Stock in the aggregate, at a price of $1.00
per share.

ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES.

(a) Exhibits

<TABLE>
<C> <S>
3.1 Certificate of Incorporation, as amended.
3.2 By-laws.
4.1 Specimen Certificate for Shares of Common Stock*.
4.2 Director and Officer Stock Option Compensation Plan*.
5.1 Opinion and Consent of Bondy & Schloss LLP.
10.1 Lease by and between the Company and Cinderella Properties, dated .*
10.2 ATM Funding Agreement, by and between the Company and American Security Bank, dated June 6, 1997.
10.3 Strategic Partnership Joint Effort Agreement by and between the Company and Atlantic
International Entertainment, Ltd., dated September 30, 1997.
23.1 Consent of Jeffrey M. Moritz, C.P.A.
23.5 Consent of Bondy & Schloss LLP (included in item 5.1 above).
24 Powers of Attorney (included on Company signature page).
27 Financial Data Schedule
</TABLE>

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

* To be filed by amendment.

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

(b) Financial Statement Schedules

All supplemental schedules are omitted because they are not required or
because the information is shown in the financial statements or notes thereto.

II-2

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purpose of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

In accordance with to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of Form SB-2 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida on March 13, 1998.

AMERICAN ATM CORP.
By: /S/ MORI AARON SCHWEITZER
...................................
MORI AARON SCHWEITZER,
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER
AND PRESIDENT AND TREASURER

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Mori Aaron Schweitzer and Wayne
Kight or either of them, as such person's true and lawful attorneys-in-fact and
agents, will full powers of substitution and re-substitution, for such person in
name, place and stead, to sign in any and all amendments (including
post-effective amendments) to this Registration Statement on Form SB-2, in any
and all capacities, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
/s/ MORI AARON SCHWEITZER Chairman of the Board March 13, 1998
......................................... and Chief Executive Officer
(MORI AARON SCHWEITZER)

/s/ SONDRA PARKER Vice President and Director March 13, 1998
.........................................
(SONDRA PARKER)

/s/ WAYNE KNIGHT Secretary and Director March 13, 1998
.........................................
(WAYNE KIGHT)

/s/ NORMAN SHAPIRO Director March 13, 1998
.........................................
(NORMAN SHAPIRO)

/s/ BARRY HABERMAN Director March 13, 1998
.........................................
(BARRY HABERMAN)
</TABLE>

II-4

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------

<C> <S>
3.1 Certificate of Incorporation, as amended
3.2 By-laws
4.1 Specimen Certificate for Shares of Common Stock*
4.2 Director and Officer Stock Option Compensation Plan*
5.1 Opinion and Consent of Bondy & Schloss LLP
10.1 Lease by and between the Company and Cinderella Properties, dated .*
10.2 ATM Funding Agreement, by and between the Company and American Security Bank, dated June 6,
1997
10.3 Strategic Partnership Joint Effort Agreement by and between the Company and Atlantic
International Entertainment, Ltd., dated September 30, 1997
23.1 Consent of Jeffrey Moritz, C.P.A.
23.2 Consent of Bondy & Schloss LLP (included in item 5.1 above)
24 Powers of Attorney (included on Company signature page)
27 Financial Data Schedule
</TABLE>

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

* To be filed by amendment.

<PAGE>

[SEAL OF THE STATE OF FLORIDA]

FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State

March 11, 1996

AMERILAWYER
343 ALMERIA AVENUE
CORAL GABLES, FL 33134

The Articles of Incorporation for AMERICAN ATM CORP. were filed on March 11,
1996 and assigned document number P96000021884. Please refer to this number
whenever corresponding with this office regarding the above corporation.

PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO
MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF
YOUR CORPORATION.

A CORPORATION ANNUAL REPORT MUST BE FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND
MAY 1 OF EACH YEAR BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE
FILING DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE ANNUAL
REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.

A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOWN ON THE ANNUAL
REPORT FORM PRIOR TO ITS FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE
SERVICE TO INSURE THAT YOU RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL
REPORT. TO OBTAIN A FEI NUMBER, CONTACT THE IRS AT 1-800-829-3676 AND REQUEST
FORM SS-4.

SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY THIS OFFICE IN
WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE ANNUAL REPORT NOTICES REACH
YOU.

Should you have any questions regarding corporations, please contact this office
at the address given below.

Vickie Whitfield, Corporate Specialist
New Filings Section Letter Number: 596A00010741

Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314

ARTICLES OF INCORPORATION

AMERICAN ATM CORP.

The undersigned subscriber to these Articles of Incorporation is a natural
person competent to contract and hereby form a Corporation for profit under
Chapter 607 of the Florida Statutes.

ARTICLE 1 - NAME

The name of the Corporation is AMERICAN ATM CORP., (hereinafter,
"Corporation").

ARTICLE 2 - PURPOSE OF CORPORATION

The Corporation shall engage in any activity or business permitted under
the laws of the United States and of the State of Florida.

ARTICLE 3 - PRINCIPAL OFFICE

The address of the principal office of this Corporation is 5030 Champion
Boulevard, Suite G6-205, Boca Raton, Florida 33496 and the mailing address is
the same.

ARTICLE 4- INCORPORATOR

The name and street address of the incorporator of this Corporation is:

Elsie Sanchez
343 Almeria Avenue
Coral Gables, Florida 33134

ARTICLE 5 - OFFICERS

The officers of the Corporation shall be:

President: Bernie Murtaugh
Secretary: Bernie Murtaugh
Treasurer: Bernie Murtaugh

whose addresses shall be the same as the principal office of the Corporation.

[LETTERHEAD OF AMERILAWYER(R)]

ARTICLE 6 - DIRECTOR(S)

The Director(s) of the Corporation shall be:

Bernie Murtaugh

whose addresses shall be the same as the principal office of the Corporation.

ARTICLE 7 - CORPORATE CAPITALIZATION

7.1 The maximum number of shares that this Corporation is authorized to
have outstanding at any time is SEVEN THOUSAND FIVE HUNDRED (7,500) shares of
common stock, each share having the par value of ONE DOLLAR ($1.00).

7.2 No holder of shares of stock of any class shall have any preemptive
right to subscribe to or purchase any additional shares of any class, or any
bonds or convertible securities of any nature; provided, however, that the Board
of Director(s) may, in authorizing the issuance of shares of stock of any class,
confer any preemptive right that the Board of Director(s) may deem advisable in
connection with such issuance.

7.3 The Board of Director(s) of the Corporation may authorize the issuance
from time to time of shares of its stock of any class, whether now or hereafter
authorized, or securities convertible into shares of its stock of any class,
whether now or hereafter authorized, for such consideration as the Board of
Director(s) may deem advisable, subject to such restrictions or limitations, if
any, as may be set forth in the bylaws of the Corporation.

7.4 The Board of Director(s) of the Corporation may, by Restated Articles
of Incorporation, classify or reclassify any unissued stock from time to time by
setting or changing the preferences, conversions or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or term or conditions
of redemption of the stock.

[LETTERHEAD OF AMERILAWYER(R)]

ARTICLE 8 - SHAREHOLDERS' RESTRICTIVE AGREEMENT

All of the shares of stock of this Corporation may be subject to a
Shareholders' Restrictive Agreement containing numerous restrictions on the
rights of shareholders of the Corporation and transferability of the shares of
stock of the Corporation. A copy of the Shareholders' Restrictive Agreement, if
any, is on file at the principal office of the Corporation.

ARTICLE 9 - POWERS OF CORPORATION

The Corporation shall have the same powers as an individual to do all
things necessary or convenient to carry out its business and affairs, subject to
any limitations or restrictions imposed by applicable law or these Articles of
Incorporation.

ARTICLE 10 - TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE 11 - REGISTERED OWNER(S)

The Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right is registered on the books of
the Corporation as the owner thereto, for all purposes, and except as may be
agreed in writing by the Corporation, the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such share or right
on the part of any other person, whether or not the Corporation shall have
notice thereof.

[LETTERHEAD OF AMERILAWYER(R)]

ARTICLE 12 - REGISTERED OFFICE AND REGISTERED AGENT

The initial address of registered office of this Corporation is
AmeriLawyer(R) Chartered, located at 343 Almeria Avenue, Coral Gables, Florida
33134. The name and address of the registered agent of this Corporation is
AmeriLawyer(R) Chartered, 343 Almeria Avenue, Coral Gables, Florida 33134.

ARTICLE 13 - BYLAWS

The Board of Director(s) of the Corporation shall have power, without the
assent or vote of the shareholders, to make, alter, amend or repeal the Bylaws
of the Corporation, but the affirmative vote of a number of Directors equal to a
majority of the number who would constitute a full Board of Director(s) at the
time of such action shall be necessary to take any action for the making,
alteration, amendment or repeal of the Bylaws.

ARTICLE 14 - EFFECTIVE DATE

These Articles of Incorporation shall be effective immediately upon
approval of the Secretary of State, State of Florida.

ARTICLE 15 - AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, or in any amendment
hereto, or to add any provision to these Articles of Incorporation or to any
amendment hereto, in any manner now or hereafter prescribed or permitted by the
provisions of any applicable statute of the State of Florida, and all rights
conferred upon shareholders in these Articles of Incorporation or any amendment
hereto are granted subject to this reservation.

[LETTERHEAD OF AMERILAWYER(R)]

IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged and
filed the foregoing Articles of Incorporation under the laws of the State of
Florida, this 8 March 1996.

/s/ Elsie Sanchez
----------------------------------
Elsie Sanchez, Incorporator

ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION

AmeriLawyer(R) Chartered, having a business office identical with the
registered office of the Corporation name above, and having been designated as
the Registered Agent in the above and foregoing Articles of Incorporation, is
familiar with and accepts the obligations of the position of Registered Agent
under Section 607.0505, Florida Statutes.

AmeriLawyer(R) Chartered

By: /s/ Natalia Utrera
---------------------------
Natalia Utrera, Vice President

[LETTERHEAD OF AMERILAWYER(R)]

[SEAL OF THE STATE OF FLORIDA]

FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State

March 27, 1996

Mori Aaron Schweitzer, Esquire
2253 NW 62nd Drive
Boca Raton, FL 33496-3510

Re: Document Number P96000021884

The Articles of Amendment to the Articles of Incorporation of AMERICAN ATM
CORP., a Florida corporation, were filed on March 22, 1996.

Should you have any questions regarding this matter, please telephone (904)
487-6050, the Amendment Filing Section.

Louise Flemming-Jackson
Corporate Specialist Supervisor
Division of Corporations Letter Number: 196A00014078

Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314

ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
AMERICAN ATM CORP

FILED
96 MAR 22 PM 1:10
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

pursuant to Sect.607.1006 of the Florida Statutes, the Articles of
Incorporation of American ATM Corp. are hereby amended pursuant to a written
consent in lieu of a meeting executed by the holders of all of the Corporation's
common stock and all of the Corporation's Directors on the 13th day of March,
1996, as follows:

1. Amendments to Article 7 shall be as follows:

The aggregate number of shares of stock that the Corporation shall
have the authority to issue shall be ten million (10,000,000) shares of common
stock and one hundred thousand (100,000) shares of preferred stock, This
corporation is authorized to issue the aforementioned stock as follows:

A. DESIGNATION: The stock of this corporation shall be known as
common stock and preferred stock.

B. AUTHORIZED STOCK: The maximum number of shares of common stock
that this Corporation may issue is: ten million (10,000,000). The maximum number
of shares of preferred stock that this corporation shall issue is : one
hundred thousand (100,000).

C. PAR VALUE: Each share of Common Stock shall have a par value of
$0.001 per share. Each share of preferred stock shall have a stated par value of
$10.00.

Adopted on the 20th day of March, 1996 in accordance with Sect.607.0120 of the
Florida Statutes by the Director of the Corporation and Shareholder action was
not required.

IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation on this 20th day of March, 1996.

/s/ Mori Aaron Schweitzer
-----------------------------------------
Mori Aaron Schweitzer - Director

<PAGE>

BY-LAWS OF

ARTICLE I - OFFICES

The principal office of the corporation shall be established and maintained at
5061 N. Dixie Highway in the City of Boca Raton County of Palm Beach State of
Florida. The corporation may also have offices at such places within or without
the State of Florida as the Board may from time to time establish.

ARTICLE II - STOCKHOLDERS

1. PLACE OF MEETINGS

Meetings of the stockholders shall be held at the principal office of the
corporation or at such place within or without the State of Florida as the Board
shall authorize.

2. ANNUAL MEETING

The annual meeting of stockholders shall be held on the 15th day of March, at
10:00 A M. in each year; however, if such day falls on a Sunday or a legal
holiday, then on the next business day following at the same time, the
stockholders shall elect a Board of Directors and transact such other business
as may properly come before the meeting.

3. SPECIAL MEETINGS

Special meetings of the stockholders may be called by the Board or by the
president or at the written request of stockholders owning a majority of the
stock entitled to vote at such meeting. A meeting requested by the stockholders
shall be called for a date not less than ten nor more than sixty days after a
request is made. The secretary shall issue the call for the meeting unless the
president, the Board or the stockholders shall designate another to make said
call.

4. NOTICE OF MEETINGS

Written Notice of each meeting of stockholders shall state the purpose of the
meeting and the time and place of the meeting. Notice shall be mailed to each
stockholder having the right and entitled to vote at such meetings, at his last
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date set for such meeting. Such notice shall be
sufficient for the meeting and any adjournment thereof. If any stockholder shall
transfer his stock after notice, it shall not be necessary to notify the
transferee. Any stockholder may waive notice of any meeting either before,
during or after the meeting.

5. RECORD DATE

The Board may fix a record data not more than forty days prior to the date set
for a meeting of stockholders as the date as of which the stockholders of record
who have the right to and are entitled to notice of and to vote at such meeting
and any adjournment thereof shall be determined. Notice that such date has

FL A

been fixed may be published in the city, town or county where the principal
office of the corporation is located and in each city or town where a transfer
agent of the stock of the corporation is located.

6. VOTING

Every stockholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share of voting stock recorded in
his name on the books of the corporation on the record date as fixed by the
Board. If no record date was fixed, on the date of the meeting the book of
records of stockholders shall be produced at the meeting upon the request of any
stockholder. Upon demand of any stockholder, the vote for Directors and the vote
upon any question before the meeting, shall be by ballot. All elections for
Directors shall be decided by plurality vote; all other questions shall be
decided by majority vote.

7. QUORUM

The presence, in person or by proxy, of stockholders holding a majority of the
stock of the corporation entitled to vote shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed; but only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

8. PROXIES

At any stockholders' meeting or any adjournment thereof, any stockholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
three years from the date of the instrument unless the instrument provides for a
longer period. In the event that any such instrument provides for two or more
persons to act as proxies, a majority of such persons present at the meeting, or
if only one be present, that one, shall have all the powers conferred by the
instrument upon all persons so designated unless the instrument shall otherwise
provide.

9. STOCKHOLDER LIST

After fixing a record date for a meeting, the corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting. Such list shall be arranged by voting group
with the names and addresses of, and the number and class and series if any, of
shares held by each. This list shall be available for inspection by any
shareholder for a period of ten days prior to the meeting.

FL B

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS

The business of the corporation shall be managed and its corporate powers
exercised by a Board of Directors each of whom shall be of full age. It shall
not be necessary for Directors to be stockholders.

2. ELECTION AND TERM OF DIRECTORS

Directors shall be elected at the annual meeting of stockholders and each
Director elected shall hold office until his successor has been elected and
qualified, or until the Director's prior resignation or removal.

3. VACANCIES

If the office of any Director, member of a committee or other office becomes
vacant the remaining Directors in office, by a majority vote, may appoint any
qualified person to fill such vacancy, who shall hold office for the unexpired
term and until a successor shall be duly chosen.

4. REMOVAL OF DIRECTORS

Any or all of the Directors may be removed with or without cause by vote of a
majority of all the stock outstanding and entitled to vote at a special meeting
of stockholders called for that purpose.

5. NEWLY CREATED DIRECTORSHIPS

The number of Directors maybe increased by amendment of these By-laws by the
affirmative vote of a majority of the Directors, though less than a quorum, or,
by the affirmative vote of a majority in interest of the stockholders, at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.

6. RESIGNATION

A Director may resign at any time by giving written notice to the Board, the
president or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the Board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7. QUORUM OF DIRECTORS

A majority of the Directors shall consitute a quorum for the transaction of
business. If at any meeting of the Board there shall be less than a quorum
present, a majority of those present may adjourn the meeting until a quorum is
obtained and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned.

FL C

8. PLACE AND TIME OF BOARD MEETINGS

The Board may hold its meetings at the office of the corporation or at such
other places either within or without the State of Florida as it may from time
to time determine.

9. REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held immediately following the
annual meeting of the stockholders at the place of such annual meeting of
stockholders.

10. NOTICE OF MEETINGS OF THE BOARD

Regular meetings of the Board may be held without notice at such time and place
as it shall from time to time determine. Special meetings of the Board shall be
held upon notice to the Directors and may be called by the president upon three
days notice to each Director either personally or by mail or by wire; special
meetings shall be called by the president or by the secretary in a like manner
on written request of two Directors. Notice of a meeting need not be given to
any Director who submits a Waiver of Notice whether before or after the meeting
or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

11. EXECUTIVE AND OTHER COMMITTEES

The Board, by resolution, may designate two or more of their number to one or
more committees, which, to the extent provided in said resolution or these
By-laws may exercise the powers of the Board in the management of the business
of the corporation.

12. COMPENSATION

No compensation shall be paid to Directors, as such for their services, but by
resolution of the Board a fixed sum and expenses for actual attendance, at each
regular or special meeting of the Board may be authorized. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1. OFFICERS, ELECTION AND TERM

A. The Board may elect or appoint a chairman, a president, one or more
vice-presidents, a secretary, an assistant secretary, a treasurer and an
assistant treasurer and such other officers as it may determine who shall have
duties and powers as hereinafter provided.

B. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of stockholders and until
their successors have been elected or appointed and qualified.

FL D

2. REMOVAL, RESIGNATION, SALARY, ETC.

A. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.

B. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.

C. Any two or more offices may be held by the same person.

D. The salaries of all officers shall be fixed by the Board.

E. The Directors may require any officer to give security for the faithful
performance of his duties.

3. CHAIRMAN

The chairman of the Board, if one be elected, shall preside at all meetings of
the Board and shall have and perform such other duties from time to time as may
be assigned to him by the Board or the executive committee.

4. PRESIDENT

The president shall be the chief executive officer of the corporation and shall
have the general powers and duties of supervision and management usually vested
in the office of the president of the corporation. The president shall preside
at all meetings of the stockholders if present thereat, and in the absence or
non-election of the chairman of the Board, at all meetings of the Board, and
shall have general supervision direction and control of the business of the
corporation. Except as the Board shall authorize the execution thereof in some
other manner, the president shall execute bonds, mortgages and other contracts
in behalf of the corporation and shall cause the seal to be affixed to any
instrument requiring it and when so affixed, the seal shall be attested by the
signature of the secretary or the treasurer or an assistant secretary or an
assistant treasurer.

5. VICE-PRESIDENTS

During the absence or disability of the president, the vice-president, or if
there be more than one, the executive vice-president, shall have all the powers
and functions of the president. Each vice-president shall perform such other
duties as the Board shall prescribe.

6. SECRETARY

The secretary shall attend all meetings of the Board and of the stockholders,
record all votes and minutes of all proceedings in a book to be kept for that
purpose, give or cause to be given notice of all meetings of stockholders and of
meetings and special meetings of the Board, keep in safe custody the seal

FL E

of the corporation and affix it to any instrument when authorized by the Board
or the president, when required, prepare or cause to be prepared and available
at each meeting of stockholders a certified list in alphabetical order of the
names of stockholders entitled to vote thereat, indicating the number of shares
of each respective class held by each, keep all the documents and records of the
corporation as required by law or otherwise in a proper and safe manner, and
perform such other duties as may be prescribed by the Board or assigned by the
president.

7. ASSISTANT-SECRETARIES

During the absence or disability of the secretary, the assistant-secretary, or
if there are more than one, the one so designated by the secretary or by the
Board, shall have all the powers and functions of the secretary.

8. TREASURER

The treasurer shall have the custody of the corporate funds and securities, keep
full and accurate accounts of receipts and disbursements in the corporate books,
deposit all money and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board, disburse the
funds of the corporation as may be ordered or authorized by the Board and
preserve proper vouchers for such disbursements, render to the president and
Board at the regular meetings of the Board, or whenever they require it, an
account of all the transactions made as treasurer and of the financial condition
of the corporation. The treasurer shall also render a full financial report at
the annual meeting of the stockholders if so requested. The treasurer may
request and shall be furnished by all corporate officers and agents with such
reports and statements as he may require as to all financial transactions of the
corporation, and perform such other duties as are designated by these By-laws or
as from time to time are assigned by the Board of Directors.

9. ASSISTANT-TREASURERS

During the absence or disability of the treasurer, the assistant-treasurer, or
if there be more than one, the one so designated by the treasurer or the Board,
shall have all the powers and functions of the treasurer.

10. SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the Board may direct, conditioned upon the faithful performance of
duties to the corporation and including responsibility for negligence and for
the accounting of all property, funds or securities of the corporation which the
officer or agent may be responsible for.

FL F

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES

The shares of the corporation shall be represented by certificates. They shall
be numbered and entered in the books of the corporation as they are issued. They
shall exhibit the holder's names, the number of shares and shall be signed by
the president and secretary and shall bear the corporate seal. When such
certificates are signed by the transfer agent or an assistant transfer agent or
by a transfer clerk acting on behalf of the corporation and a registrar, the
signatures of such officers may be facsimiles.

2. LOST OR DESTROYED CERTIFICATES

The Board may direct a new certificate or certificates to be issued in place of
any certificates theretofore issued by the corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board may, in its discretion as a
condition preceding the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or the owner's legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum and with such surety or sureties as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.

3. TRANSFER OF SHARES

Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office. Whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer ledger. No transfer shall be made
within ten days next preceeding the annual meeting of the stockholders.

4. CLOSING TRANSFER BOOKS

The Board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceeding (a) any stockholder's meeting, or (b) any date upon which
stockholders shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or any other form
of distribution, and only those stockholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (a) receiving
notice of or voting at such meeting or (b) allowing them to take appropriate
action, or (c) entitling them to receive any dividend or other form of
distribution.

FL G

ARTICLE VI - DIVIDENDS

The Board may out of funds legally available, at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and when it deems
expedient. Before declaring any dividend there may be set apart out of any funds
of the corporation available for dividends, such sum or sums as the Board from
time to time in their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board shall deem conducive to the interest of the corporation.

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner as shall be determined from time to time by resolution of the Board.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin on the first day of each year.

ARTICLE X - NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these By-laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in a post office box in a
sealed postage-paid wrapper, addressed to the person entitled thereto at the
last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Statute.

Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Articles of Incorporation of the corporation
or these By-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

FL H

ARTICLE XI - CONSTRUCTION

Whenever a conflict arises between the language of these By-laws and the
Articles of Incorporation the Articles of Incorporation shall govern.

ARTICLE XII - CLOSE CORPORATION

1. CONDUCT OF BUSINESS WITHOUT MEETINGS

Any action of the stockholders, Directors or committee may be taken without a
meeting if consent in writing, setting forth the action so taken, shall be
signed by all persons who would be entitled to vote on such action at a meeting
and filed with the secretary of the corporation as part of the proceedings of
the stockholders, Director or committees as the case may be.

2. MANAGEMENT BY STOCKHOLDERS

In the event the stockholders are named in the Articles of Incorporation and are
empowered therein to manage the affairs of the corporation in lieu of Directors,
the stockholders of the corporation shall be deemed Directors for the purposes
of these By-laws and wherever the words "Directors", "Board of Directors" or
"Board" appear in these By-laws those words shall be taken to mean stockholders.

The stockholders may, by majority vote, create a Board of Directors to manage
the business of the corporation and exercise its corporate powers.

ARTICLE XIII - AMENDMENTS

These By-laws may be altered or repealed and By-laws may be made at any annual
meeting of the stockholders or at any special meeting thereof if notice of the
proposed alteration or repeal to be made contained in the notice of such special
meeting, by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made
is contained in the notice of such special meeting.

ARTICLE XIV - EMERGENCY BY-LAWS

1. CONDUCT OF BUSINESS WITHOUT MEETINGS

Pursuant to Florida Statue 607.0207 the corporation adopts the following
By-laws, which shall be effective only if a quorum of the Directors of the
corporation cannot be readily assembled because of some catastrophic event.

FL I

2. CALLING A MEETING

In the event of such catastrophic event, any member of the Board of Directors
shall be authorized to call a meeting of the Board of Directors. Such member
calling an emergency meeting shall use any means of communication at their
disposal to notify all other members of the Board of such meeting.

3. QUORUM

Any one member of the Board of Directors shall constitute a quorum of the Board
of Directors. The members of the Board of Directors meeting during such an
emergency, may select any person or persons as additional Board members,
officers or agents of the corporation.

4. INDEMNIFICATION

The members of such emergency Board of Directors are authorized to utilize any
means at their disposal to preserve and protect the assets of the corporation.
Any action taken in good faith and acted upon in accordance with these By-laws
shall bind the corporation; and the corporation shall hold harmless any
Director, officer, employee or agent who undertakes an action pursuant to these
By-laws.

5. TERMINATION OF EMERGENCY BY-LAWS

These emergency By-laws shall not be effective at the end of the emergency
period.

FL J

<PAGE>

March 13, 1998

American ATM Corp.
5061 North Dixie Highway
Boca Raton, Florida 33431

RE: REGISTRATION STATEMENT ON FORM SB-2 OF AMERICAN ATM CORP.

Ladies and Gentlemen:

We have acted as counsel to and for American ATM Corp. (the "Company"),
in connection with the preparation and filing of a Registration Statement on
Form SB-2, together with any and all exhibits and schedules attached thereto
(the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating
to $3,562,500 shares or Common Stock underlying certain issued and outstanding
warrants of the Company.

We have examined the Company's Certificate of Incorporation, as amended,
By-laws, resolutions of the Board of Directors of the Company and such other
items we deem material to this opinion.

Based upon the foregoing information and examination, it is our opinion
that the shares of Common Stock of the Company covered by the Registration
Statement have been duly authorized and, when sold, issued and paid for, will be
validly issued, fully paid and nonassessable.

American ATM Corp.
March 13, 1998
Page 2

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and we further consent to the reference under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement to the fact that this opinion concerning the validity of the issue has
been rendered by us.

Very truly yours,

BONDY & SCHLOSS LLP

<PAGE>

Revised

ATM FUNDING AGREEMENT

This Agreement ("Agreement") is made and entered into this 6TH of June
1997, between American ATM Corporation a Corporation (corporation, partnership,
sole proprietorship), whose principal place of business is located at 5061 N.
Dixie Highway Boca Raton, FL 33431 ("ATM OWNER"), and AMERICAN SECURITY BANK, a
bank chartered under the laws of the State of Louisiana ("FUNDING BANK").

WHEREAS, ATM OWNER is the owner and operator of Automated Teller Machines
("ATMs"); and

WHEREAS, FUNDING BANK and /or SPONSORED BANK has sponsored ATM OWNER into
NETWORK, as hereafter defined, pursuant to that certain Sponsorship Agreement
(the "Sponsorship Agreement") dated _______ by and between SPONSORED
BANK/FUNDING BANK and ATM OWNER; and

WHEREAS, ATM OWNER desires FUNDING BANK to advance cash to fund ATMs owned
by ATM OWNER and to provide other related services;

NOW, THEREFORE, in consideration of the premises, the premises net forth
below, and other good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto agree as follows:

SECTION 1

Definitions

The following terms shall have the following meanings when used herein:

1. "Bylaws and Operating Regulations" shall have the same meaning as in
the Sponsorship Agreement.

2. "NETWORK" shall have the same meaning as in the Sponsorship Agreement.

3. "Regulation E" shall mean Regulation E governing Electronic Fund
Transfers, as promulgated by the Board of Governors of the Federal Reserve
System and as found at 12 CFR Section 205.1 et. seq.

4. "FUNDING BANK ATM Cash Account" shall mean the account maintained by
FUNDING BANK from which funds are disbursed to fund ATMs, as shown on Exhibit A
attached hereto.

5. "ATM OWNER Settlement Account" shall mean the account maintained by ATM
OWNER and SETTLEMENT/SPONSOR BANK on behalf of FUNDING BANK into which the
NETWORK deposits funds collected on behalf of ATM OWNER, as shown on Schedule A
attached hereto.

6. "Prime Rate" shall mean the current prime rate (New York Prime) as set
forth on the first business day of the month following the Funding Month, as
hereafter defined.

7. "ATM OWNER's Money Market Account" shall mean the account maintained by
ATM OWNER at FUNDING BANK as shown on Exhibit A attached hereto.

SECTION 2

Funding of ATMs

Subject to the provisions contained herein, FUNDING BANK hereby
agrees to advance cash ("Advanced Funds") to fund ATMs owned by ATM OWNER, based
on financial soundness of said owner and/or a guarantor, insurance policies.
FUNDING BANK, at its sole discretion, will limit number of terminals to advance
funds and will not exceed 100 numbers of ATMs, not to exceed $4,000,000.00
dollars unless otherwise this Agreement contains addendum provisions. The ATM
OWNER and FUNDING BANK will contract (Tri-Party) with a Third Party Service
Provider, as hereafter defined, to stock such ATMs with advanced funds and
FUNDING BANK will employ an ATM Balancer, on behalf of ATM OWNER as hereafter
defined, to balance each ATM owned by ATM OWNER.

SECTION 3

Duties of ATM OWNER

3.1 Background Investigation. ATM OWNER shall cooperate in all respects
with the background investigation to be conducted by FUNDING BANK (or at FUNDING
BANK's behest), pursuant to Section 4.1 herein.

3.2 Applicable Rules. ATM OWNER shall abide by and operate in accordance
with all applicable rules and regulations set forth in the Bylaws and Operating
Regulations.

3.3. Notices to FUNDING BANK. ATM OWNER shall deliver to FUNDING BANK,
within three (3) business days of receipt, a copy of all notices or
correspondence it receives from any third party relating to network
sponsorship, the operation of the ATMs, the funding of the ATMs, or the
performance of this Agreement. ATM OWNER shall keep FUNDING BANK informed of the
location of each ATM and shall provide FUNDING BANK with such additional
information concerning the ATMs and the operations of ATM OWNER as may be
reasonably requested by FUNDING BANK.

3.4 Financial Statements. ATM OWNER shall deliver to FUNDING BANK, within
forty-five (45) days following the end of each fiscal year of ATM OWNER, a
balance sheet and income statement for such fiscal year, together with any
additional financial statements or information reasonably

requested by FUNDING BANK. All financial statements shall be prepared in
accordance with generally accepted accounting principles.

3.5 Liability of ATM OWNER to FUNDING BANK. ATM OWNER acknowledges and
agrees that it is responsible for any and all obligations related to the funding
of ATM OWNER's ATMs which are imposed upon FUNDING BANK, whether by NETWORK or
others, under applicable laws and regulations.

3.6 Change of Ownership. ATM OWNER shall not sell or otherwise transfer
all or substantially all of its assets, nor shall a change in control of ATM
OWNER occur, without the prior written notification and consent of FUNDING BANK.

3.7 Handling of Physical Cash. ATM OWNER shall not have access, at any
time, to physical cash in ATM(s). Parties to replenish cash in ATM(s) as
reflected in Section 4.4.

3.8 Compliance with Regulations. ATM OWNER shall comply with all
applicable NETWORK regulations and all applicable state and federal regulations,
including Regulation E. ATM OWNER shall comply with all regulations of FUNDING
OWNER.

3.9 ATM Surcharges. ATM OWNER shall not charge customers or employees of
FUNDING BANK a surcharge for use of ATMs owned by ATM OWNER.

SECTION 4

Duties of FUNDING BANK

4.1 Background Investigation of ATM OWNER and Principals. FUNDING BANK
agrees to promptly begin conducing a background investigation of ATM OWNER
(including investigation of the financial responsibility of ATM OWNER) in
accordance with the requirements of NETWORK. Notwithstanding anything contained
herein to the contrary, FUNDING BANK shall have no further obligations under
this Agreement until such investigation is completed and FUNDING BANK determines
the results of the investigation to be satisfactory.

4.2 Notices. FUNDING BANK shall deliver to ATM OWNER a copy of all notices
or correspondence that it receives form NETWORK(s) or third party, relating to
FUNDING BANK's funding of ATM OWNER's ATMs, within ten (10) business days of
receipt of such notice or correspondence. FUNDING BANK will deliver all notices
of fees to ATM OWNERS via facsimile on the day of occurrence and will forward
originals via mail within three (3) business days.

4.3 Financial Statements. Within one hundred eighty (180) days following
the end of each fiscal year, FUNDING BANK shall deliver to ATM OWNER a copy of
the annual report of American Security Bank, the sole shareholder of FUNDING
BANK, or the annual report of its successor.

4.4 Third-Party Service Provider. FUNDING BANK and ATM OWNER shall
contract with a Third Party Service Provider ("The Third Party Service
Provider") to replenish and stock ATM OWNER'S ATMs with cash pursuant to a
request from ATM OWNER (only the Third Party Service Provider shall have access
to physical cash in ATM's). FUNDING BANK may require an audit report from Third
Party Service Provider or ATM OWNER every one hundred twenty (120) days. ATM
OWNER shall bear expense incurred for the Third Party Service Provider, as
provided in Section 7.1 herein.

SECTION 5

Funding of ATMs and Settlement Funds

5.1 Funding of ATMs. When ATM OWNER wishes FUNDING BANK to provide Advance
Funds, ATM OWNER shall notify FUNDING BANK of the desired amount of Advanced
Funds by placing telephone call to a recorded telephone line maintained by
FUNDING BANK to record requests for electronic funds transfers. Within 48 hours
of the recording of ATM OWNER's request, FUNDING BANK shall provide the
requested Advance Funds to ATM OWNER by debiting the FUNDING BANK ATM Cash
Account and instituting, at the option of FUNDING BANK, one of the following
procedures: (i) FUNDING BANK may wire transfer the Advanced Funds through the
Federal Reserve Bank, which funds shall be picked up by the Third Party Service
Provider; (ii) FUNDING BANK may advance a lump sum to the Third Party Service
Provider for the Third Party Service Provider to keep in its vault from which
the Advanced Funds will be debited, and FUNDING BANK shall perform an audit of
these funds every one hundred twenty (120) days; or (iii) FUNDING BANK may
transmit the Advanced Funds by wire transfer to a correspondence account of
FUNDING BANK, which funds shall be picked up by Third Party Service Provider.

ATM OWNER shall pay a fee to FUNDING BANK for the Advanced Funds (the
"Funding Fee"). The Funding Fee shall be calculated as described in Section 7.4
herein.

5.2 Settlement Reimbursement of Funds. ATM OWNER shall reimburse FUNDING
BANK for all Advance Funds from funds deposited by NETWORK into the ATM OWNER
Settlement Account by electronically transferring the funds due to FUNDING BANK
to the FUNDING BANK ATM Cash Account. Settlement reimbursement of funds to
FUNDING BANK ATM Cash Account shall occur no later than three (3) business days
from the date of the credit to the ATM OWNER Settlement Account.

SECTION 6

Terminal Balancing Services

6.1 Terminal Balancing Services by FUNDING BANK. FUNDING BANK shall hire,
train and supervise an individual (the "ATM Balancer") to provide Terminal
Balancing Services, by EFT FUNDING BANK. On a bi-weekly or weekly basis for each
terminal owned by ATM OWNER, the ATM Balancer will reconcile and review all
applicable reports to ensure that each ATM is in balance. The FUNDING BANK shall
provide ATM OWNER with a biweekly balancing status report (the "Balancing Status
Report") covering all ATMs owned by ATM OWNER. The ATM Balancer will be
responsible for clearing all discrepancies for each ATM in accordance with
NETWORK regulations and Regulation E. ATM OWNER shall be responsible for all
expenses relating to ATM Balancer and the ATM Balancing, including but not
limited to all balancing services and adjustments, Services, as described in
Section 7.2 herein.

6.2 Terminal Balancing by ATM OWNER. ATM OWNER shall provide FUNDING BANK
with a bi-monthly reconciliation report for each ATM funded by FUNDING BANK
which shall be used by ATM Balancer to prepare the Balancing Status Report.

SECTION 7

Expenses and NETWORK Interchange Fees

7.1 Expenses Related to Third-Party Service Provider. ATM OWNER shall be
responsible for all expenses related to the contract with the Third Party
Service Provider. FUNDING BANK shall electronically debit ATM OWNER's Money
Market Account for the amount of such expenses on the first business day, but
no later than the tenth business day, of the month following the month in which
the expenses occurred.

7.2 Expenses Related to ATM Balancer. ATM OWNER shall be responsible for
that percentage of all expenses related to the ATM Balancer, including but not
limit to full-time (annual salary, annual increases of 3-5%, insurance) and/or
peak-time personnel at a rate of $10.50 per hour. FUNDING BANK shall
electronically debit the ATM OWNER's Money Market Account for the amount of such
expenses on the first business day, but not later than the tenth business day,
of the month following the month in which the expenses occurred.

Should FUNDING BANK so choose, FUNDING BANK may revise the flat fee per
ATM to cover ATM Balancer Expenses. In the event that FUNDING BANK does so,
FUNDING BANK will provide ATM OWNER with thirty (30) days written notice of the
change.

7.3 Network Interchange Fees. If applicable, ATM OWNER shall be
responsible for, and reimburse FUNDING BANK for, all NETWORK Interchange Fees,
currently $.06 per transaction, charged to FUNDING BANK by the NETWORK.
SPONSORED BANK and/or FUNDING BANK shall

electronically debit ATM OWNER's Money Market Account for the amount of such
fees on the first business day, but no later than the tenth business day, of the
month following the month in which the fees occurred.

7.2 Funding Fee. The Funding Fee shall be calculated as follows: the
average daily balance of all Advanced Funds provided by FUNDING BANK to ATM
OWNER in a particular month (the "Funding Month") shall be multiplied by Prime
+2, and this amount shall be multiplied by the number of days in the Funding
Month, then divided by 365. FUNDING BANK shall electronically debit the ATM
OWNER's Money Market Account for the amount of the Funding Fee on the first
business day, but no later than the tenth business day, of the month following
the Funding Month.

SECTION 8

Indemnification

8.1 Indemnification by ATM OWNER. ATM OWNER agrees to indemnify, defend
and hold harmless FUNDING BANK and its officers, directors, employees, agents
affiliates and assigns from and against any and all losses, costs, claims,
damages, fines, penalties, expenses (including attorney's fees) or liabilities
they may incur as a result of (i) any failure by ATM OWNER, or by any entity
that ATM OWNER controls or contracts with, to fulfill any of ATM OWNER's duties
or obligations under this Agreement or under the Bylaws and Operating
Regulations; (ii) FUNDING BANK's compliance with the terms of, or its duties
under, this Agreement, including contracting with third parties; (iii) any
failure to comply with applicable laws, rules or regulations; or (iv) otherwise
in respect of or resulting from FUNDING BANK's funding of ATM OWNER'S ATMs.

8.2 Indemnification by FUNDING BANK. FUNDING BANK agrees to indemnify and
hold harmless ATM OWNER and its officers, directors, employees, agents,
affiliates and permitted assigns from and against any and all losses costs,
claims, damages, fines, penalties, expenses (including attorneys' fees) or
liabilities they may incur arising out of any breach by FUNDING BANK of its
obligation to fund ATM OWNER's ATMS.

SECTION 9

Term and Termination of Agreement

9.1 Term. This Agreement shall become effective upon the execution of all
parties hereof, and unless sooner terminated as herein provided, shall terminate
six months from the date first set forth above. After the initial term, this
Agreement shall be subject to automatic successive renewals of one year each,
unless either party notifies the other party of its election to terminate the
Agreement at least three (3) months prior to the expiration of a term, unless
and until terminated pursuant to the remaining provisions of this Section.

9.2 Right to Terminate Upon Breach. Any party shall have the right to
terminate this Agreement at any time if:

(a) Any other party breaches any of the provisions of this Agreement
and fails to cure such breach within thirty (30) days of receipt of written
notice thereof from either non-breaching party; or

(b) Any other party (i) becomes insolvent; (ii) fails to pay its
debts or perform its obligations in the ordinary course of business as they
mature; or (iii) becomes the subject of any voluntary or involuntary proceeding
in bankruptcy, liquidation, dissolution, receivership, attachment or composition
for the benefit of creditors and such proceeding is not dismissed within thirty
(30) days after the commencement of such proceeding, and the party terminating
this Agreement provides written notice thereof to such other party.

(c) If ATM OWNER and/or Representative of said Company has access to
physical cash as identified in Section 3.7, this will constitute an immediate
breach of contract. All advanced cash must be rendered back to FUNDING BANK upon
breach.

Termination shall become effective (i) under Subsection (a)
automatically upon the expiration of the cure period in the absence of a cure;
provided, however, that FUNDING BANK may in its sole discretion, extend any cure
period for breach described in Subsection (a) by any other party; and (iii)
under Subsection (b) immediately upon the non-terminating party's receipt of
notice of termination at any time after the specified event or the failure of
the specified proceeding to be timely dismissed.

9.3 Right to Terminate After Six Months. Six (6) Months after the
execution of this Agreement, any party may terminate this Agreement by giving
the other parties ninety (90) days written notice of such termination.

9.4 Right to Terminate by FUNDING BANK. Notwithstanding anything to the
contrary contained herein, FUNDING BANK shall have the right to terminate this
Agreement at any time in the event (a) any federal or state regulatory agency
with authority over FUNDING BANK requires or requests, in writing, that FUNDING
BANK terminate the Agreement, (b) the Board of Directors of FUNDING BANK or its
parent holding company determines that FUNDING BANK's continued performance
under the terms of this Agreement would constitute an unsafe or unsound banking
practice, and so certifies to ATM OWNER in writing, or (c) the Board of
Directors of FUNDING BANK or its parent holding company determines, upon review
of ATM OWNER's financial statements required to be furnished pursuant to Section
3.5 above, that ATM OWNER's financial condition exposes FUNDING BANK to
potential financial risks. Termination shall become effective under Subsection
(a) six (6) months after written notice unless, in the event of a "required"
termination, the regulatory agency requiring or requesting termination specifies
a termination date less than (6) six months after written notice, in which event
the termination shall become effective as required or requested by the agency.
Termination shall become effective under Subsections (b) and (c) thirty (30)
days after written notice to ATM OWNER.

9.5 Effect of Termination. Notwithstanding anything to the contrary
contained herein, in the event of any termination of this Agreement, the
obligations of ATM OWNER under Section 7 and Section 8 for fees, expenses or
other obligations incurred prior to the effective date of termination, and the
obligations of ATM OWNER and FUNDING BANK under Section 8 for expenses or other
liabilities arising from or related to acts or omissions which occurred prior to
the effective date of termination, shall survive the termination of this
Agreement.

SECTION 10

General Provisions

10.1 Notices. All notices and requests in connection with this Agreement
shall be deemed delivered or given as of the day they are received and may be
addressed as designated below or to such other address as the party receiving he
notice requests by written notice to the other parties delivered in accordance
with this Section.

If to ATM OWNER:

with a copy to:

American ATM Corp.
Mori Aaron Schweitzer
5063 N. Dixie Highway
Bocca Raton, FL 33431

If to FUNDING BANK: ELECTRONIC BANKING/MERCHANT SERVICES
CENTER, A DIVISION OF
AMERICAN SECURITY BANK
175 Gwinnett Drive, Suite 330
Lawrenceville, GA 30245
Attention: EFT ADMINISTRATION DEPARTMENT

With copy to:

Darryl Hebert, Esquire
AMERICAN SECURITY BANK
126 East Main Street
Ville Platte, LA 70586

10.2. Changing Circumstances. The parties contemplate that opportunities
may arise for different or additional NETWORKS or other entities to be utilized
in the Debit Transactions

contemplated hereby. The parties agree to negotiate in good faith in determining
whether to utilize such different or additional entities, and if the parties
shall so determine, to take such actions as shall be necessary to cause such
entity to be utilized as part of the Debit Transactions contemplated hereby.

10.3 Further Assurances. The parties hereto, from time to time after the
execution of this Agreement, without further consideration, shall execute and
deliver, as appropriate, such documents and take such actions as may be
reasonably necessary and proper to carry out and consummate more effectively the
transactions contemplated hereby, the FUNDING BANK shall, at its sole
discretion, modify and/or add operational procedures to ensure proficient
reconcilement of said transaction(s) as defined hereafter in Exhibit B
Amendment.

10.4 Authority. Each of the parties hereto represents and warrants to the
other parties that it has the requisite power and authority to enter into this
Agreement and to fully perform its obligations hereunder.

10.5 Entire Agreement. This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes and terminates all other prior commitments, arrangements or
understandings, both oral and written, between the parties with respect hereto.

10.6 Modification. This Agreement may not be modified or amended except by
an instrument in writing executed by each of the parties hereto.

10.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.

10.8 Severability. The provisions of this Agreement are severable and the
invalidity of one or more provisions shall not be deemed to invalidate the
reminder of this Agreement.

10.9 Enforcement. If any action at law or in equity is necessary to
enforce the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and expenses in addition to any other relief
to which such prevailing party may be entitled.

10.10 Headings. The descriptive headings of this Agreement have been
inserted for convenience and shall not be deemed to limit or otherwise affect
the construction of any provision hereof.

10.11 Waiver. None of the provisions of this Agreement shall be deemed to
have been waived by any act or acquiescence on the part of any party or their
agents or employees, and may be waived only by instruments in writing signed by
an authorized officer of the respective party. No waiver of any provision of
this Agreement shall constitute a waiver of any other provision or of the same
provision on another occasion.

10.12 Assignment. Neither party may assign this Agreement without the
prior written consent of the other party.

10.13 Indemnification by ATM OWNER and GUARANTOR. ATM OWNER and GUARANTOR
agree jointly and severally to indemnify, defend and hold harmless
SETTLEMENT/SPONSOR BANK and FUNDING BANK and its officer, directors, employees,
agents, affiliates and assigns from and against any and all losses, costs,
claims, damages, fines, penalties, expenses (including attorney's fees) or
liabilities they may incur as a result of (i) any failure by ATM OWNER, or by
any entity that ATM OWNER controls or contracts with (including Merchants), to
fulfill any of ATM OWNER's duties under this Agreement, or under the Bylaws and
Operating Regulations; (ii) any failure by ATM OWNER, or by any entity that ATM
OWNER controls or contracts with (including Merchants), to fulfill any of ATM
OWNER's duties under any provision of processing services for Terminals; (iii)
any failure by a Merchant to fulfill any of its duties under the Merchant
Agreements, the Agreement between SETTLEMENT/SPONSOR BANK and FUNDING BANK and
the Merchant or pursuant to the Bylaws and Operating Regulations; (iv) any
failure by PROCESSOR to fulfill its obligations with respect to Debit
Transactions contemplated hereby: (v) any failure to comply with applicable
laws, rules or regulations; or (vi) otherwise in respect of or resulting from
SETTLEMENT/SPONSOR BANK and FUNDING BANK's sponsorship of ATM OWNER. It is the
understanding and agreement of the parties to this Agreement that
SETTLEMENT/SPONSOR BANK and FUNDING BANK, having only undertaken to act as a
sponsor for ATM OWNER into the REGIONAL NETWORK, shall not be liable for any
acts or omissions on the part of ATM OWNER or any third party (including
Merchants), whether with respect to Debit Transactions generated through
Terminals or otherwise.

10.14 Indemnification by SETTLEMENT/SPONSOR BANK and FUNDING BANK.
SETTLEMENT/SPONSOR BANK and FUNDING BANK agree to indemnify and hold harmless
ATM OWNER and its officers, directors, employees, agents, affiliates and
permitted assigns from and against any and all losses, costs, claims, damages,
fines, penalties, expenses (including attorneys' fees) or liabilities they may
incur arising out of any breach by SETTLEMENT/SPONSOR BANK and FUNDING BANK of
its obligation to sponsor ATM OWNER into REGIONAL NETWORK under this Agreement.

10.15 Notification of Liens and Default. ATM OWNER agrees to notify
FUNDING BANK of the name and address of any bank or entity which holds, now or
at any time during the term of the Agreement, of the existence of any liens or
security interests affecting any ATM units funded pursuant to this Agreement,
and of any event of default occurring at any time during the term of this
Agreement. ARM OWNER does further hereby give permission to FUNDING BANK to
notify any such lienholder of the existence of its funds in any ATM unit subject
to such lien.

10.16 Signature of Guarantor. Pursuant to Paragraph 10.13, and in addition
to the signature of the Guarantor on the Funding Agreement, the personal
signature of the Guarantor is added below, agreeing to all terms of the Funding
Agreement.

10.17 Settlement from Settlement Account. SPONSORED BANK (Colonial Bank)
agrees to the reimbursement of funds schedule and terms set forth in Paragraph
5.2.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first above written.

ATTEST: ATM OWNER:

AMERICAN ATM CORP.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
Witness ---------------------------
Title: President
-----------------------

Corporate Seal
Sworn to and subscribed GUARANTOR: (personally)
Before me this 7th day of
June, 1997. By:
---------------------------
Title:
/s/ [ILLEGIBLE] ------------------------
- ------------------------- ------------------------
Notary Public

NOTARY SEAL - [ILLEGIBLE]

My commission Expires:

ATTEST:

- -------------------------
Witness

Swore to and subscribed
Before me this __ day of
____, 199_.

- -------------------------
Notary Public
My Commission Expires:

ATTEST: FUNDING BANK:
AMERICAN SECURITY BANK

By: /s/ [ILLEGIBLE] By: /s/ Martha Griffin
---------------- ---------------------------
Title: EFT Manager Title: AVP of Operations

Corporate Seal

EXHIBIT A
ATM OWNER'S MONEY MARKET ACCOUNT

NETWORK(S):

HONOR
CIRRUS
PLUS
Master Card
Visa
American Express

INSURANCE POLICIES:

Commercial Crime Coverage Policy # CCP 0030463
ATM Property Insurance Policy # BW-59384

SCHEDULE A

ATM TRANSACTION FEES

**Advanced Funds Fee of Prime Rate +2(1st Day of Calendar Month based on
New York Prime Rates)

ATM Balancer Salary Reimbursement at $15.00 per hour

Overtime Fees @ Time and a Half of Current Hourly Rate (as outlined in
Section 7.2) ATM Adjustments at Expense or Income (over & short amounts)

Third Party Service Provider Fees at Cost of Carrier (as outlined in
Section 7.1)

Wire Transfers - $15.00 outbound

Wire Transfer Settlement Wires - $3.50

EFT research fee per item (ACH, Wire Transfers, ATMs etc.) - $10.00 per
item

Interchange Network Fees $.06 per transaction (if applicable)

ACH Original (if applicable) - $18.00

ACH Return Items - $2.85 item

Fees apply if applicable

**Prime Rate will never fall below 7%

Revised

EXHIBIT B

ATM SETTLEMENT ACCOUNT NUMBER: 02-9875-1
AMENDMENT

ATM FUNDING OPERATING PROCEDURES/POLICY
(Section 10.3)

1. There is a ten to fifteen business day advance notice to fund new
terminals.

2. Funds must not be transferred between terminals. You must provide us with
bi-monthly reconcilement report(s) for each of your terminals.

3. Excess funds, at the end of each of your courier's balancing periods, must
be returned to ASB (i.e., Cash must not be stock piled with your courier).

To return these funds the following steps must be taken:

A. Wire funds to AMERICAN SECURITY BANK ABA Number 065204977 for
further credit to your settlement account number.

B. Fax your wire notification(s) to the Electronic Banking
Department at (770) 338-5629, listing amount of funds wired.
This should include a breakdown of amounts by terminal.

Please note: It is imperative that you adhere to the above policies. Failure to
do so may result in a breach of agreement.

FUNDING BANK: ATM OWNER:
AMERICAN SECURITY BANK American ATM Corp.

____________________________ By: [ILLEGIBLE], President
-----------------------------------
Date: June 7, 1997

<PAGE>

STRATIGIC PARTNERSHIP - JOINT EFFORT AGREEMENT

This Agreement is made on September 30, 1997 by and between American ATM Corp
("ATM") a Florida corporation having a principal place of business at 5061 N.
Dixie Highway, Boca Raton, Florida, and Atlantic International Entertainment,
Ltd., ("Atlantic") a Delaware corporation having a principal place of business
at 200 E. Palmetto Park Road, Suite 200, Boca Raton, Florida 33432.

WHEREAS, ATM is in the business of providing ATM terminals and service to retail
and other establishments;

WHEREAS, Atlantic is in the business of developing and licensing interactive
Internet software and business applications and services products intended for
use by commercial interests including but not limited to webSports, ICE and
ecashLink; and

WHEREAS, ATM and Atlantic wish to cooperate jointly to facilitate the marketing
and sale of each others' products and services.

NOW, THEREFORE, in consideration of the promises and covenants recited below, it
is hereby agreed by and between ATM and Atlantic as follows:

1. Definitions.

1.1. Product and Services. "Product and Services" as used herein shall mean the
products and services of Atlantic and ATM as described above.

1.2. Joint Effort. "Joint Effort" as used herein shall mean the cooperative,
joint effort of ATM and Atlantic, subject to the terms and conditions of this
Agreement, to jointly market, sell or otherwise exploit the Products and
Services of each other.

1.3. Term "Term" as used herein shall mean the period beginning on the date
hereof and ending on the date that is Two (2) years from the date thereof,
unless terminated earlier, or renewed as specified below. Either party may
terminate this Agreement by providing written notice of its desire to terminate
at least 60 days prior to the end of the Term. Unless so terminated, the
Agreement shall be automatically renewed for additional and successive periods
of one year.

1.4 Territory. "Territory" as used herein shall mean the world.

2. Responsibilities.

2.1 ATM's Responsibilities; Disclaimer. ATM shall also provide to Atlantic,
sales leads for potential customers of their Products and services, which become
known to ATM.

2.2. Atlantic's Responsibilities. Atlantic, shall develop, market and sell their
Products to its customers in the Territory at it discretion. When proposing an
ATM service to a customer in the territory, Atlantic shall notify ATM in writing
of the identity and location of the customer, and such other details as are
requested by ATM in order to facilitate the timely pricing and provision of the
Services required.

2.3. Expenses. Each party shall be solely responsible for all of the expenses of
carrying out its own obligations hereunder. The foregoing includes without
limitation, staffing needs, office space, travel expenses, lodging, document
production, and costs of producing marketing materials.

3. Trademarks.

3.1 Ownership. Each party acknowledges that the trademarks owned by the other
are their sole property and agrees not to use or authorize any third party to
use the trademarks, except as approved in advance in writing by the other party.

3.2. Quality Standards. Where approved each party shall use the trademarks only
in the logotype specified by the other.

4. Covenant Not To Compete.

In recognition of the promises and convenants set forth in this Agreement and
considering that this Agreement is a condition to the marketing and sale of
Products from which the parties will derive substantial benefits, each party
covenants and agrees that for the Term of this Agreement, and for a period of
one year thereafter, it shall not, and shall cause its employees, officers and
shareholders not to, directly or indirectly:

(a) engage in, hold any interest in, or provide advice, act as a consultant or
render any services to, any person, corporation, partnership or other business
entity which is currently engaged in or has plans to engage in (including
without limitation any promotional or marketing activities) the business of
developing, marketing, promoting or otherwise exploiting products which are
directly competitive with any Products produced hereunder; or

(b) solicit a business relationship with any person, corporation, partnership or
other business entity which is, at the time of such solicitation, currently
engaged in or currently has plans to engage in (including without limitation,
any promotional or marketing activities), the business of developing, promoting
or otherwise exploiting products which are directly competitive with any
Products produced hereunder.

5. New and Other Initiatives; Confidentiality.

5.1 New Initiatives. The Parties anticipate that during the Term of the
Agreement, they will, from time to time, discuss and exchange with each other
ideas, concepts or information to be used in connection with the creation or
development of possible future Products or other new initiatives, ventures or
products not contemplated by this Agreement. The Parties agree that this
Agreement is in no way intended to limit such discussions or exchanges and that
such ideas, concepts or information referred to in the previous sentence shall,
without limitation, except as set forth in Section 5.2, constitute Confidential
Information (as defined herein). Current discussions include:

(a) Internet ATM transactions and parties agree to revenue sharing
of 50-50 less the actual coats paid to outside sources for
transaction charges.

(b) Parties agree to a tax free exchange of $250,000 unregistered
common stock at today's closing price.

5.2 Confidentiality. The Parties will each regard and preserve as strictly
confidential all information and material, including without limitation,
customer or client Information, provided to one another in connection with the
Joint Effort (hereinafter, "Confidential Information"). The Parties agree that,
except as provided in this Agreement or as otherwise agreed between them in
writing, they shall not use the Confidential Information for their own benefit
or for the benefit of any third party. The Parties further acknowledge and agree
that, in the event of a breach or threatened breach of this Section 5.2, the
non-breaching party may have no adequate remedy in money damages, and
accordingly, may be entitled to appropriate injunctive relief against such
breach. The Parties agree that they each will have no obligation in connection
with specific Confidential Information of the other to the extent, but only to
the extent that such Confidential Information is already known to them, free
from any obligation to keep such Confidential Information confidential at the
time it is obtained from the other party; such Confidential Information is or
becomes publicly known in the trade or otherwise through no wrongful act of the

receiving party; or such Confidential Information is rightfully received by the
receiving party from a third party without restriction and without breach of
this Agreement. Upon the request of either of the Parties following the
completion of the Joint Effort, or upon termination or expiration of this
Agreement as otherwise provided herein, all tangible copies of any Confidential
Information of the Parties will be returned to one another.

6. Warranties and Representations.

6.1 Atlantic Warranties and Representations. Atlantic warrants and
represents to ATM that:

a) Atlantic has the right, power and authority to enter into this Agreement, to
fully perform all of its obligations hereunder;

b) no aspect of the Products shall contain any libelous material or any material
which constitutes an invasion of any right of privacy or publicity or infringes
upon any trademark, copyright, trade secret or other intellectual property
right;

c) Atlantic has not entered into any separate agreement or arrangement with any
third party that is inconsistent with any of the rights herein granted to ATM;
and

d) Atlantic will not, during the Term of this Agreement or at any time
thereafter, attach, dispute, or contest, directly or indirectly, the validity of
ATM'S copyrights, trademarks, and service marks or design patents, nor will
Atlantic assist or aid others to do so.

6.2 ATM Warranties and Representations. OzEmail warrants and represents to
Atlantic that:

a) ATM has the right, power and authority to enter into this Agreement, and to
fully perform all of its obligations hereunder;

b) ATM has not entered into any separate agreement or arrangement with any third
party that is inconsistent with any of the rights herein granted to Atlantic;
and

c) ATM1 will not, during the Term of this Agreement or at any time thereafter,
attach, dispute, or contest, directly or indirectly Atlantic's exclusive right
and title to the Products or the validity of Atlantic's copyrights, nor will ATM
assist or aid others to do so.

7. Indemnification.

7.1 Indemnification by ATM. ATM shall indemnify, defend and hold Atlantic
harmless from any claims, demands, liabilities, losses, damages, judgements or
settlements, including all reasonable costs and expenses related thereto
including attorney's fees, directly or indirectly resulting from any claimed
infringement or violation of any copyright, patent or other intellectual
property right with respect to their Products and Services, so long as the are
used in accordance with this Agreement and any documentation or specifications
provided by ATM.

7.2 Indemnification by Atlantic. Atlantic shall indemnify, defend and hold ATM
harmless from any claims, demands, liabilities, losses, damages, judgments or
settlements, including all reasonable costs and expenses related thereto
including attorney's fees, directly or indirectly resulting from any claimed
infringement or violation of any copyright, patent or other intellectual
property right with respect to their Products and Services, so long as the are
used in accordance with this Agreement and any documentation or specifications
provided by Atlantic.

8. Limitations of Liability.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER OF THE PARTIES SHALL IN ANY
CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES, OR OTHER THAN AS SET
FORTH HEREIN, FOR CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY FOR ANY CAUSE
WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING NEGLIGENCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WITH THE EXCEPTION OF INDEMNIFICATION

OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S LIABILITY HEREUNDER EXCEED
$5,000.00 DOLLARS.

9. Termination

9.1 Termination in the Event of Material Breach. In the event of a material
breach of this Agreement, the non-breaching party may terminate this Agreement
by giving thirty (30) days after the breaching party receives such notice if the
breaching party has cured the breach before the end of such thirty (30) day cure
period.

9.2 Additional Termination Rights. In addition to other termination rights set
forth herein, either party may terminate this Agreement.

(a) if the other party is declared insolvent or bankrupt;

(b) if a petition is filed in any court and not dismissed in ninety (90) days to
declare the other party bankrupt or for a reorganization under the Bankruptcy
Law or any similar statute; or

10. General

10.1 Independent Contractor. The parties agree that each is an independent
contractor and will not be entitled to compensation for its services except as
provided herein. Nothing contained herein will be construed to constitute the
parties as partners or join ventures or constitute either party as agent of the
other, nor will any similar relationship be deemed to exist between them.

10.2 Entire Agreement. This Agreement, including any attachments, sets for
the entire agreement between the parties in connection with the subject matter
hereof and it incorporates, replaces, and supersedes all prior agreements,
promises, proposals, representations, understandings and negotiations, written
or not, between the Parties. The making, execution and delivery of this
Agreement have been induced by no representations, statements, warranties or
agreements other than those expressed herein.

10.3 Force Majeure. Neither party will be liable for any delay or failure
to perform under this Agreement if, and to the extent, such failure is
reasonably beyond the control excusable delay must promptly notify the other
party of such delay. The party claiming excusable delay must promptly notify the
other party of such delay. Except as set forth herein, if the delay continues
for more than thirty (30) days and involves a material obligation, the party not
claiming excusable delay may terminate this Agreement by giving fourteen (14)
calendar days written notice to the other party provided that the Agreement will
not terminate if the party claiming excusable delay substantially performs the
obligation which has been delayed within fourteen (14) days after receipt of
such termination.

10.4 Notice. All notices will be in writing and will be delivered
personally or sent by confirmed facsimile transmission, overnight letter or
United States certified mail, proper postage prepaid at the addresses specified
below:

If to ATM at: American ATM Corp
5061 N. Dixie Highway
Boca Raton, Florida
Attention: Mori Aaron Schweitzer, President
Fax: 1-561-367-8485

If to Atlantic at: Atlantic International Entertainment, Ltd.
200 E. Palmetto Park Road, Suite 200
Boca Raton, Florida 33432
Attention: Richard Iamunno
Fax:1-561-995-2188

Either party may change the person or the addresses to which notices are
directed by giving written notice to the other party. Personally delivered or
confirmed facsimile notices will be deemed given when delivered. Notices sent by
United States certified mail, return receipt requested, will be deemed given
four (4) business days after dispatch. Notices sent by overnight letter will be
deemed given on the next business day after dispatch. Notwithstanding the
foregoing, notices of change of address will be deemed given only upon receipt
by the party to whom it is directed.

10.5 Choice of Law. This Agreement has been entered into in the State of Florida
and will be governed by those laws of the State of Florida, which are applicable
to contracts entered into and performed entirely within the State of Florida
without regard to conflict of law principles. Any disputes, which arise under
this Agreement, even after the determination of this Agreement, that cannot be
resolved through good faith discussions, will be heard only In the State or
Federal Courts located in Palm Beach County, Florida, jurisdiction, venue or
authority of any court sitting in the State of Florida.

10.6 Modification. No modification, amendment, supplement to or waiver of any
provision of this Agreement shall be binding upon the Parties hereto unless made
in writing and duly signed by both Parties.

10.7 Waiver. A failure of either Party to exercise any right provided for herein
shall not be deemed to be a waiver of any right hereunder.

10.8 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement. Any unenforceable provision will
be replaced by a mutually acceptable provision, which comes closest to the
intention of the Parties at the time the original provision was agreed upon.

10.9 Headings. The headings in this Agreement are for the purpose of reference
only.

10.10 Attorneys' Fees. In the event of the bringing of any action, insolvency
proceedings or bankruptcy suit by a party hereto against the other party
hereunder, or by reason of any breach of any representation, warranty or
condition on the part of the other party, arising out of or relating to this
Agreement, then the party whose favor the final judgment or award shall be
entered shall be entitled to have and recover from the other party the costs and
expenses incurred in connection therewith, in addition to its reasonable
attorneys' fees, at all trial and appellate levels.

10.11. Non-Solicitation. Neither party shall solicit for employment, or hire the
other's current or future employees, either directly or indirectly, during the
Term of this Agreement, without obtaining the other's prior written consent.

10.12.Non Assignment. This Agreement is non-assignable by either party.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of
_____________________.

Atlantic International Entertainment, Ltd. American ATM Corp.

By: By: /s/ Mori Aaron Schweitzer
--------------------------------------- -------------------------------
Richard Iamunno, President Mori Aaron Schweitzer, President

Norman J. [ILLEGIBLE]

Sec/Treasurer

<PAGE>

[Letterhead of Jeffrey M. Moritz]

March 13, 1998

I have issued my audit report dated July 26, 1997 accompanying financial
statements of American ATM Corp. for the year ended June 30, 1997 contained in
the Registration Statement and Prospectus. I consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and the use
of my name as it appears under the captions 'Experts', 'Summary Historical and
Pro Forma Financial Data', and 'Selected Financial Data'.

JEFFREY M. MORITZ
- -----------------

Jeffrey M. Moritz

<PAGE>

<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the Balance
Sheets and Statements of Operations for
the year ended June 30, 1997 and for
the six month period ended December 31,
1997, respectively, and is qualified in
its entirety by reference to such
financial statements.
</LEGEND>

<S> <C> <C>
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1997
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