AMERICAN ATM CORP, 424B3, 1999-01-14

AMERICAN ATM CORP
424B3, 1999-01-14

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<PAGE>

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 over-the-counter Bulletin Board under the symbols
AATM and AATMW, respectively. The Warrants entitle the holders thereof to
purchase common stock at a price of $2.40 per share. The aggregate market value
of the shares underlying the Warrants at a price of $2.40 per share would be
approximately $8,550,000.

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. This prospectus relates to the exercise of the Warrants for
Common Stock. The Company is not using this prospectus to offer the Warrants for
resale by selling securityholders. This prospectus may not be used for resale of
Shares underlying any Warrants without an appropriate amendment setting forth
the required information relating to distribution and selling securityholders.
See 'Plan of Distribution.'

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

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 JANUARY 6, 1999.

<PAGE>

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.

<PAGE>

<PAGE>
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 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, or 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
32 and operates 25 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, the Company believes 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 50 by March 31, 1999 and add an additional 100 machines by the
end of fiscal 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.

<PAGE>

<PAGE>
THE OFFERING

<TABLE>
<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, if any, 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. The Company
cannot be certain that any of the Warrant holders will exercise
their warrants.

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>

<PAGE>

<PAGE>
SUMMARY HISTORICAL FINANCIAL INFORMATION

The following table sets forth summary historical financial data for the
Company as at September 30, 1998 (unaudited), June 30, 1998 and 1997, for the
three months ended September 30, 1998 and 1997 (unaudited), and for the years
ended June 30, 1998 and 1997. The summary historical financial data as at and
for the years ended June 30, 1998 and 1997 are derived from the financial
statements (and notes thereto) of the Company included elsewhere in this
Prospectus. The summary financial data as at September 30, 1998 and for the
three months ended September 30, 1998 and 1997 are derived from the unaudited
financial statements (and notes thereto) of the Company included elsewhere in
this Prospectus which, in the opinion of management, reflect all adjustments and
accruals, consisting only of normal recurring adjustments and accruals,
necessary to present fairly the financial statements of the Company as at
September 30, 1998 and for the periods ended September 30, 1998 and 1997. The
results for the three months ended September 30, 1998 and 1997 are not
necessarily indicative of the results to be expected for the full year. 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>
FOR THE
THREE MONTHS FOR THE YEAR
ENDED SEPTEMBER 30, ENDED JUNE 30,
------------------------- ------------------------
1998 1997 1998 1997
----------- ---------- ---------- ----------

<S> <C> <C> <C> <C>
OPERATING DATA
Fee Income............................................. $ 107,233 $ 60,715 $ 323,100 $ 118,852
Direct costs (including interest of $8,932, $20,700,
$26,642 and $68,247)................................. 86,178 103,897 443,014 407,473
Selling, general and administrative expenses........... 56,633 118,533 498,701 548,783
Loss on disposal of equipment.......................... -- -- 206,119 --
Interest expense....................................... (3,300) -- (18,921) --
Interest income........................................ 921 5,591 20,238 22,814
Provision for income taxes............................. 1,000 1,000 3,000 1,000
Net loss............................................... (38,957) (157,124) (826,417) (815,590)
Per share data:
Net loss per common share......................... $ (0.01) $ (0.06) $ (0.29) $ (0.35)
Average number of shares outstanding................... 2,816,250 2,816,250 2,816,250 2,342,160
----------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30, JUNE 30,
1998 1998 1997
------------- ---------- ----------
<S> <C> <C> <C>
BALANCE SHEET DATA
Working capital (deficiency)....................................... $ (178,866) $ (135,766) $ 142,388
Current assets..................................................... 177,795 202,627 397,193
Total assets....................................................... 468,657 489,346 881,175
Long term debt..................................................... 111,000 111,000 2,000
Total liabilities.................................................. 467,661 449,393 256,805
Accumulated deficit................................................ (1,720,220) (1,681,263) (854,846)
Shareholder equity................................................. $ 996 $ 39,953 $ 624,370
</TABLE>

<PAGE>

<PAGE>
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).

LIMITED OPERATING HISTORY; NEW BUSINESS ACTIVITIES

Since the Company's incorporation on March 11, 1996, it has had minimal
operating history and operating revenues and must be considered in the initial
stages of building its business. Although the Company left the development stage
in September 1996, it has had no subsequent 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 short history 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.

RECENT AND SUBSTANTIAL LOSSES; GOING CONCERN LETTER IN AUDITOR'S REPORT; WORKING
CAPITAL DEFICIT

For the three months ended September 30, 1998 and for the years ended June
30, 1998 and 1997, the Company has reported net losses of $38,957, $826,417 and
$815,590, respectively. In addition, as of September 30, 1998 and June 30, 1998,
the Company had a working capital deficit of $178,866 and $135,766, respectively
and an accumulated deficit of $1,720,220 and $1,681,263, respectively. The
auditor's report to the Company's financial statements as at and for the two
years ended June 30, 1998 states that the working capital deficit and continuing
substantial losses raise doubts about the Company's ability to operate as a
going concern. For at least the current fiscal year, the Company is likely to
incur additional losses which may be substantial. There can be no assurance that
the Company's operations will be profitable in the future or, if achieved, that
such profitability will be sustained. 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.'

<PAGE>

<PAGE>
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. Recent legislation has been introduced in certain states and
in Congress which would sharply limit, or even prevent, ATM operaters from
charging fees for ATM transactions. Passage of any such legislation could result
in a substantial loss of revenues and/or a total loss of the Company's business.

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, Alabama, 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.

LISTING AND 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 be listed and 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

<PAGE>

<PAGE>
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.

<PAGE>

<PAGE>
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.

<PAGE>

<PAGE>
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
September 30, 1998. The following table should be read in conjunction with the
financial statements and related notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------

<S> <C>
Current liabilities........................................................................... $ 356,661
Long-term obligations......................................................................... 111,000
Total liabilities............................................................................. 467,661
Stockholders' equity
Preferred Stock, par value, $10.00 per share: 100,000 shares authorized; no shares issued
or outstanding.......................................................................... 0
Common Stock, par value, $.001 per share:
authorized: 10,000,000 shares
issued and outstanding: 2,816,250...................................................... 2,816
Additional paid-in capital.......................................................... 1,718,400
Accumulated deficit................................................................. (1,720,220)
Total stockholders' equity............................................................... 996
------------------
Total capitalization..................................................................... $ 468,657
------------------
------------------
</TABLE>

<PAGE>

<PAGE>
DILUTION

As of September 30, 1998, the Company's negative tangible book value was
($88,686) or ($0.03) per share of the Common Stock. The net tangible book value
of the Company is the tangible assets less total liabilities. The Company has
net intangible assets amounting to $89,682 at September 30, 1998. Dilution per
share represents the difference between the amount paid per share by purchasers
in this Offering and the pro forma net tangible book value per share after the
Offering.

After giving effect to the assumed issuance of 3,562,500 shares of
Company's Common Stock based upon the assumed conversion of all the outstanding
Warrants and the assumed application of the net proceeds thereof, the pro forma
net tangible book value of the Company as of September 30, 1998 would have been
approximately $8,460,996 or $1.33 per share. This represents an increase in the
net tangible book value per share of $1.36 to the Company's existing
shareholders and an immediate dilution of $1.07 per share to the Warrantholders
converting their warrants into Common Shares at $2.40 per share.

The following table illustrates this dilution on a per share basis:

<TABLE>
<S> <C> <C>
Per share conversion price of Warrants................................................ $2.40
Net tangible book value per share before conversion................................... ($0.03)
Increase per share attributable to payments by Warrantholders......................... 1.36
------
Tangible net book value per share after conversion.................................... 1.33
-----
Dilution per share.................................................................... $1.07
-----
</TABLE>

The following table summarizes the differences between the existing
stockholders and new investors with respect to the number of shares of Common
Stock purchased from the Company, and the total consideration and the average
price per share paid:

<TABLE>
<CAPTION>
PERCENTAGE
OF OUTSTANDING TOTAL PER CENT OF AVERAGE PRICE
SHARES OF SHARES OF CONSIDERATION TOTAL CONSIDERATION PER SHARE OF
COMMON STOCK COMMON STOCK PAID PAID COMMON STOCK
------------ -------------- ------------- ------------------- -------------

<S> <C> <C> <C> <C> <C>
Existing
Stockholders..... 2,816,250 44.2% $ 1,161,500 11.7% $0.41
New Investors...... 3,562,500 55.8 8,655,000 88.3 $2.43
------------ ------ ------------- ------
6,378,750 100.0% $ 9,815,500 100.0% $1.54
------------ ------ ------------- ------
------------ ------ ------------- ------
</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.

<PAGE>

<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

SUMMARY HISTORICAL FINANCIAL DATA

<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED SEPTEMBER 30, JUNE 30,
------------------------ ------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------

<S> <C> <C> <C> <C>
OPERATING DATA
Fee income.......................................... $ 107,233 $ 60,715 $ 323,100 $ 118,852
Direct costs (including interest of $8,932, $20,700,
$26,642 and $68,247).............................. 86,178 103,897 443,014 407,473
Selling, general and administrative expenses........ 56,633 118,533 498,701 548,783
Loss on disposal of equipment....................... -- -- 206,119 --
Interest expense.................................... (3,300) -- (18,921) --
Interest income..................................... 921 5,591 20,238 22,814
Provision for income taxes.......................... 1,000 1,000 3,000 1,000
Net loss............................................ (38,957) (157,124) (826,417) (815,590)
Per share data:
Net loss....................................... $(0.01) $(0.06) $(0.29) $(0.35)
Average Number of shares outstanding........... 2,816,250 2,816,250 2,816,250 2,342,160
---------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30, JUNE 30,
1998 1998 1997
------------- ----------- ---------

<S> <C> <C> <C>
BALANCE SHEET DATA
Working capital (deficiency)..................................... $ (178,866) $ (135,766) $ 142,388
Current assets................................................... 177,795 202,627 397,193
Total assets..................................................... 468,657 489,346 881,175
Long term debt................................................... 111,000 111,000 2,000
Total liabilities................................................ 467,661 449,393 256,805
Accumulated deficit.............................................. (1,720,220) (1,681,263) (854,846)
Shareholder equity............................................... $ 996 $ 39,953 $ 624,370
</TABLE>

<PAGE>

<PAGE>
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 Conditions 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 nine months of fiscal 1999 and
the fiscal year thereafter 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 approximately 50 ATMs in operation by March 31, 1999 with
an additional 100 ATMs in operation by the end of fiscal 1999. In addition, the
Company has applied for a license to operate ATMs in the Commonwealth of
Massachusetts which, if granted, should enable the Company to obtain another 10
to 25 locations in that state. 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 that the minimum proceeds required from the Warrants of
approximately $1,700,000 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 25 of these locations to
date and expects to sign at least an additional 25 to 30 before March 31, 1999.
The Company currently has 25 machines installed and operating. Generally, the
Company has more machines signed than actually installed and in operation
because it is always in the process of changing machine locations in an ongoing
effort to optimize usage. The Company had non-binding agreements with suppliers
for additional machines.

THREE MONTHS ENDED SEPTEMBER 30, 1998 VS. SEPTEMBER 30, 1997

Fee Income

For the three months ended September 30, 1998, the Company had gross income
of $107,000 compared with $31,000 for the six months ended September 30, 1997.
The $46,000 (75.4%) increase was the result of placing more equipment in sites
and previously installed equipment generating increased fee income in 1998.

Direct Costs

The Company's direct costs associated with its ATMs operations were $86,000
(80.4% of revenues) in 1998 as compared with $104,000 (171.1% of revenues) for
1997. The decrease in direct costs of $18,000 (17.3%) is attributable to higher
start-up costs incurred in 1997 of $14,000 and a reduction in finance costs of
$4,000 in the current period.

The change in gross loss from ($43,000) in 1997 (70.5% of revenues) to
gross income of $21,000 in 1998 (19.6% of revenues) is attributable to the
generation of higher fee income from ATMs installed in the prior year and fees
from machines installed in 1998 while fixed direct costs remained stable and
variable direct costs declined.

Selling Expenses

The Company's selling expenses increased $2,000 (6.7%) in the current
period to $32,000 (29.9% of revenues) from $30,000 (49.2% of revenues) in the
prior period. The increase is largely attributable to costs associated with
developing new sites.

<PAGE>

<PAGE>
General and Administrative Expenses

The $63,000 (71.6%) decrease in general and administrative expenses to
$25,000 (23.4% of revenues) in the current period from $88,000 (144.3% of sales)
resulted primarily from the amortization of $50,000 in deferred compensation in
1997.

Interest

Interest expense in 1998 was $12,000 of which $9,000 was included in direct
costs in the accompanying financial statements. Interest incurred in 1997 of
$20,700 is included as a direct cost in 1997. Interest expense from loans from
related parties was $12,000 in 1998.

Interest income decreased $5,000 (83.3%) in 1998 to $1,000 (1.0% of
revenues) from $6,000 (10.0% of revenues) in 1997. The decrease is the result of
the repayment by a stockholder of a loan to the Company in 1998.

Net Loss

The net loss decreased $118,000 (75.6%) to $39,000 in 1998 from $157,000 in
1997 as per the above analysis.

YEAR ENDED JUNE 30, 1998 VS. JUNE 30, 1997

Fee Income

For the year ended June 30, 1998, the Company had gross income of $323,000
compared with $119,000 for the year ended June 30, 1997. The $204,000 (171.9%)
increase was the result of having more equipment in place and all installed
equipment beginning to generate fee income in 1998. Additionally, the Company
was in the development stage through September 1997 during which time the
Company had de minimis revenues.

Direct Costs

The Company's direct costs associated with its ATMs operations were
$443,000 (137.1% of revenues) as compared with $407,000 (342.8% of revenues) for
1997. The increase in direct costs of $36,000 (8.8%) is attributable to
installations at new locations. The decrease in gross loss from $289,000 in 1997
(242.8% of revenues) to $120,000 (37.1% of revenues) is attributable to the
generation of higher fee income from ATMs installed in the prior year and fees
from machines installed in 1998 while fixed direct costs remained stable.
Variable direct costs increased in relation to the increased number of new
machines. Installation relocation and maintenance costs increased in 1998 due to
the decision to dispose of certain machines whose operating maintenance costs
were so prohibitively high as to render the machines virtually valueless. These
machines were replaced with more user friendly machines whose operating and
maintenance costs are considerably lower.

Selling Expenses

The Company's selling expenses decreased $88,000 (48.2%) in the current
year to $94,000 (29.2% of revenues) from $182,000 (153.0% of revenues) in fiscal
1997. The decrease is largely attributable to a non-cash charge to operations
for public relations services of $85,000 rendered by consultants during the
second quarter of fiscal 1997.

General and Administrative Expenses

The $37,000 (10.1%) increase in general and administrative costs to
$404,000 (125.1% of revenues) in the current year from $367,000 (308.8% of
revenues) in the prior year resulted primarily from an increase in personnel
costs of $22,000 as well as an increase in occupancy and office costs of
$16,000. These costs increased because of the increased number of machines in
operation during 1998 and because the Company was operating in the development
stage during the first quarter of 1997 in which such expenses incurred were
less.

Loss on Disposal of Equipment

In analyzing its on going operations management in the second quarter
became aware that certain of its machines required an inordinate amount of
maintenance and other operating direct costs than its newer and more
technologically advanced ATMs. Additionally, these older machines were
discontinued

<PAGE>

<PAGE>
by their manufacturer and spare/replacement parts were becoming difficult to
obtain. Coupled with its review of its operating costs of these machines,
management also reviewed its poorer performing locations and determined to
dispose of these high cost machines and close the poorer performing sites. The
Company disposed of the machines essentially for the cost of removing the sites
from the canceled locations resulting in a loss of $206,000.

Interest

Interest expense in 1998 was $45,000 of which $26,000 was included in
direct costs in the accompanying financial statements. Interest which was
included as a direct cost in 1997 aggregated $68,000. The decrease of $23,000
(34.7%) is attributable to the Company's commencement of the use of rented cash
in the second half of 1998 and the termination of its line of credit which was
in effect in 1997. This resulted in a reduction of direct interest expenses of
$42,000. This interest reduction was offset by rent expense on the rented cash
of $26,000 in 1998 and interest of $19,000 on $370,000 in debt financing from
related parties obtained in December 1997. Interest income in both years
remained relatively constant.

Net Loss

The net loss increased $10,000 (1.3%) to $826,000 in 1998 from $816,000 as
per the above analysis. As the Company was not an operating entity from its
inception on March 11, 1996 through June 30, 1996, any discussion and analysis
of the results of operations between fiscal 1997 and 1996 would not be
meaningful.

FINANCIAL CONDITION

SEPTEMBER 30, 1998 COMPARED TO JUNE 30, 1998

The Company's cash position at September 30, 1998 decreased $14,000 to
$158,000. The decrease is attributable to additional deferred offering costs of
$20,000 offset by net cash provided by operating activities of $6,000.

Stockholders' equity decreased from $40,000 at June 30, 1998 to $1,000 at
September 30, 1998 resulting from the loss for the three months ended September
30, 1998 of $39,000.

JUNE 30, 1998 COMPARED TO JUNE 30, 1997

The Company's free cash position at June 30, 1998 increased $121,000 to
$172,000. The increase is essentially attributable to the receipt of $370,000 in
debt financing from related parties plus the receipt of $125,000 in notes
receivable as offset by the acquisition of property and other assets of $92,000
and the cash used in operating activities of $272,000. Restricted cash of
$208,000 at June 30, 1997 was used to repay the terminated line of credit
liability in December 1997.

The Company had an operating cash flow deficit of $272,000 in 1998 and
$397,000 in 1997 which is a decrease of $31.5%. These cash flow deficits result
from the Company's policy of expanding its business which entails incurring
costs without the generation of sufficient immediate revenues to offset
operating costs and expenditures. The placement of a machine at a location may
take up to six months to generate enough revenues to cover all of its direct
costs. The Company expects this negative cash flow trend from operating
activities to continue as long as it is in the process of expanding its
business.

Accounts payable, accrued expenses and other current liabilities increased
$41,000 (110.8%) to $78,000 at June 30, 1998 due to the incurrence of $30,000 in
legal and accounting costs associated with the proposed registration statement.

Stockholder's equity decreased from $624,000 at June 30, 1997 to $40,000 at
June 30, 1998 resulting from the loss in 1998 of $826,000 as offset by the
contribution to capital of $42,000 in salary by the Company's CEO and
amortization of deferred compensation of $200,000.

JUNE 30, 1997 COMPARED TO JUNE 30, 1996

The Company's free cash position of $51,000 at June 30, 1997 was $112,000
less than its cash position of $163,000 at June 30, 1996. This reduction is the
result of the Company's uses of cash in operations plus its acquisition of
property assets and a note receivable which in the aggregate exceeded its source
of funds during fiscal 1997. The Company's sources of funds in 1997 were
primarily the sale of

<PAGE>

<PAGE>
its securities for $746,000 in cash. Restricted cash increased $208,000 as a
result of obtaining a line of credit for the cash in the Company's machines. The
line required that all of the cash in the machines was restricted as to its use
and was pledged as collateral for any outstanding balance under the line of
credit.

The Company loaned a consultant $175,000 in 1997. The balance outstanding
at June 30, 1997 of $125,000 was repaid in 1998.

The Company acquired $526,000 of property assets of which $346,000 was paid
for in cash and $180,000 was paid for by the issuance of 75,000 shares of the
Company's common stock as satisfaction for the outstanding obligation.

The Company's accrued expenses, accounts payable and current liabilities
increased $15,000 essentially due to the accrual of $20,000 in professional fees
and $5,000 in interest in 1997 and a reduction in accrued salaries of $15,000.

Stockholders' equity increased $435,000 to $624,000 at June 30, 1997 from
$189,000 in 1996 even though the Company sustained a loss of $816,000. The
increase is from the receipt of cash proceeds from the sale of the Company's
securities and from stock subscriptions receivable coupled with the issuance of
the Company's common stock for debt and services rendered.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $179,000 and $136,000 at
September 30, 1998 and June 30, 1998 and had working capital of $142,000 and
$281,000 in June 30, 1997 and 1996, respectively. The Company's primary sources
of working capital have been (i) the proceeds from its lines of credit, (ii)
proceeds from related party indebtedness, (iii) the rental cash agreement, and,
(iv) the issuance of its securities for cash, as payment for debt and as payment
for services rendered. The Company from its inception in March 1996 through
December 1996 issued 2,741,250 shares of its common stock and 2,500,000 warrants
for $1,161,500 in cash (before costs associated therewith). In December 1996 the
Company issued 1,062,500 warrants to acquire a like number of shares of its
common stock at $2.40 per share as payment for $85,000 in consulting fees. In
January 1997, the Company issued 75,000 shares of its common stock as payment
for $180,000 in capital lease obligations. In March 1997 the Company issued to
its Chairman options to acquire 250,000 shares of its common stock at $0.88 per
share partially as incentive and partially as payment of $40,000 in salary
waived by this officer. Additionally, the Company issued options to its five
non-employee directors for an aggregate of 62,500 shares at $0.80 per share. The
variance between the fair market value of the shares under options issued to the
directors and the exercise prices of these options was $400,000 which was
reflected as deferred compensation and fully charged to operations by June 30,
1998.

Currently, the Company's cash requirements include (i) the funding for its
existing and new machines, (ii) the costs associated with opening, maintaining
and operating machines at new locations, and, (iii) ongoing selling, general,
administrative and other operating expenses. Management believes that the
Company's cash liquidity position will be enhanced primarily from the
realization of the estimated net proceeds of $8,460,000 from the exercise of all
of the currently outstanding warrants. The Company presently has warrants
outstanding to acquire 3,562,000 shares of its common stock at $2.40 per share.
In October 1996, the Company conducted an unregistered Offering under Rule 504,
in which the Company sold Warrants to purchase 2,500,000 shares of Common Stock.
The Company has also issued Warrants to purchase 1,062,500 shares of common
stock in the aggregate in exchange for independent public relations services to
the Company in August and December of 1997 and January and March of 1998,
respectively. Each such Warrant expires three (3) years from the date thereof,
and is exercisable 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 proceeds to be received by the Company, if all of the Warrants are
exercised, would be $8,550,000 before estimated offering costs of $90,000.
Management believes that the minimum proceeds from the Warrants' exercise
required for the Company to meet its obligations as they mature to be
approximately $1,000,000. Management believes that it must receive an additional
$700,000 from the

<PAGE>

<PAGE>
Warrants' proceeds in order for the Company to initially undertake its plan of
operation for the remaining nine months of fiscal 1999 and for fiscal 2000. If
the Company is not successful in its attempt to have the Warrant holders
exercise, the Company will not be able to generate sufficient cash funds from
its operations to meet its obligations as they mature. These conditions, among
others, raise substantial doubt about the Company's ability to continue as a
going concern. Even if the Company is successful (or partially successful) in
its effort to convert the Warrants into common shares for at least $1,000,000 up
to the entire $8,460,000 in cash, the Company may need additional financing
thereafter. There can be no assurance that the Company will be able to obtain
financing on a favorable or timely basis. The type, timing and terms of
financing elected by the Company will depend upon its cash needs, the
availability of other financing sources and the prevailing conditions in the
financial markets. Moreover, any statement regarding the Company's ability to
fund its operations from expected cash flows is speculative in nature and
inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 130 -- 'Reporting Comprehensive Income,' No.
131 -- 'Disclosures about Segments of an Enterprise and Related Information,'
No. 132 -- 'Employer's Disclosure about Pension and Other Postretirement
Benefits,' and No. 133 -- 'Accounting for Derivative Instruments and Hedging
Activities.' Adoption of these standards, which is required in fiscal years
beginning after December 15, 1997, is not expected to have an effect on the
Company's financial statements, financial position or results of operations. The
Company has reviewed all other recently issued accounting pronouncements to
determine their effects, if any, on the results of operations or financial
position of the Company. Based on that review, the Company believes that none of
these pronouncements will have a significant effect on the Company's current or
future earnings or operations.

YEAR 2000

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Management of the
Company does not anticipate that any significant modification or replacement of
the Company's software will be necessary for its computer systems to properly
utilize dates beyond December 31, 1999 or that the Company will incur
significant operating expenses to make any such computer system improvements.
The Company is not able to determine, however, whether any of its suppliers,
lenders, or service providers will need to make any such modifications or
replacements or whether the failure to make such software corrections will have
a material adverse effect on the Company's operations or financial condition.
Although it is management's belief that the failure by such entities to make
required software corrections could have a material adverse effect on the
Company's operations or financial condition, management is not able to estimate
the amount of such adverse effects, if any.

INFLATION

Inflation has not had a significant effect on the Company's operations or
financial position, and management believes that the future effects of inflation
on the Company's operations and financial position will be insignificant.

<PAGE>

<PAGE>
BUSINESS

GENERAL

The Company 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 32 ATMs, 25 of which are operating, with
lease contracts for additional locations. Generally, the Company has more
machines signed than actually installed because it is always in the process of
changing machine locations in an ongoing effort to optimize usage. This
differential varies from time to time so is difficult to quantify accurately. 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
by approximately 50 by March 31, 1999 and an additional 100 machines by the end
of fiscal 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.

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.

<PAGE>

<PAGE>
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 a rental agreement with American Security Bank, at a rate of prime
plus 2% of the amount of cash leased. 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
(successor to Wells Fargo) ('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 Loomis, 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.

'Fit cash' is used to refer to cash which is loaded into cassettes and
placed in the ATM machines. Fit cash is high quality cash which is 'fit' for
dispensing in a mechanical cassette. 'Average fit cash' refers to the average
amount of cash in the machines during any given time period.

<PAGE>

<PAGE>
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.

<PAGE>

<PAGE>
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..................... 66 Chairman of the Board, Chief Executive Officer,
President and Treasurer
Sondra Parker............................. 62 Vice President, Director
Wayne Kight............................... 47 Secretary, Director
Carmen Panizzi............................ 36 Vice President ATM Operations
Norman Shapiro............................ 66 Director
Barry J. Haberman......................... 53 Director
</TABLE>

Of these directors and officers, Mr. Schweitzer and Ms. Panizzi devote full
time to the Company's operations.

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 in 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.

<PAGE>

<PAGE>
OPTION PLAN

In December 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 687,500 (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, 412,500 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, 1996 $17,000(1)
Chairman and Chief Executive 1997 60,000(2) 250,000(1)
Officer............................ 1998 18,000(3) -- -- -- --
</TABLE>

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

(1) Mr. Schweitzer waived $40,000 of his accrued salary in December 1996 for
which he received stock options for 250,000 shares which, as of the date of
grant, had a deferred compensation value of $340,000 of which $85,000 was
charged to operations.

(2) $170,000 of Mr. Schweitzer's deferred compensation was charged to
operations.

(3) In 1998, Mr. Schweitzer waived $42,000 of his annual $60,000 salary, which
was contributed to capital. $85,000 of deferred compensation was charged to
operations.

<PAGE>

<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR

No new options were granted in the three months ended September 30, 1998 or
the fiscal 1998. During fiscal 1997, the following stock options were granted:

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
PERCENTAGE
NUMBER OF OF TOTAL
SECURITIES OPTIONS EXERCISE OR
UNDERLYING GRANTED BASE GRANT DATE
OPTIONS EMPLOYEES PRICE PER PRESENT
NAME GRANTED IN FY SHARE EXPIRATION DATE VALUE(1)
- ---- ---------- ---------- -------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Mori Aaron Schweitzer........................ 250,000 61% $0.88 to $2.40 3/25/00 $432,000
Carmen Panizzi............................... 37,500 9% $0.80 to $2.40 5/01/99 20,800
Wayne Kight.................................. 25,000 6% $0.80 to $2.40 3/25/01 28,600
Norman Shapiro............................... 25,000 6% $0.80 to $2.40 3/25/01 28,600
Barry Haberman............................... 25,000 6% $0.80 to $2.40 3/25/01 28,600
Sondra Parker................................ 25,000 6% $0.80 to $2.40 3/25/01 28,600
Frank Falco.................................. 25,000 6% $0.80 to $2.40 3/25/01 28,600
</TABLE>

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

(1) Calculated using the Black-Scholes option pricing model, assuming fair
market value ranging from $0.80 to $2.40 on the grant dates, an exercise or
base price between $0.80 and $0.88 per share, a three-year option term,
expected volatility of 200%, no expected dividends and risk-free interest
rates of 10%.

AGGREGATED OPTION EXERCISES AND HOLDINGS

400,000, 400,000 and 387,500 options issued by the Company were exercisable
in the three months ended September 30, 1998 and the years ended June 30, 1998
and 1997. The following table lists the number of underlying securities and
value at September 30, 1998 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/ -- $ 500,000
Carmen Panizzi................................... -- -- 37,500/ -- 75,000
Wayne Kight...................................... -- -- 25,000/ -- 50,000
Norman Shapiro................................... -- -- 25,000/ -- 50,000
Barry Haberman................................... -- -- 25,000/ -- 50,000
Sondra Parker.................................... -- -- 25,000/ -- 50,000
Frank Falco...................................... -- -- 25,000/ -- 50,000
</TABLE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In October 1996, the Company completed an offering of 2,500,000 Warrants
and 700,000 shares of Common Stock pursuant to Rule 504 under the Securities
Act. These securities are traded on the over-the-counter Bulletin Board and the
over-the-counter market 'pink sheets' under the symbols AATM and AATMW,
respectively. At December 31, 1998, the bid and asked prices of the Company's
common stock were $3 11/16 and $4, respectively. Over-the-counter quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions. The following table sets forth the
range of high and low bid information for the quarterly periods indicated, as
provided by Prophet Information Services, Inc. through America On-line:

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1997:
September 30............................................................ $ 7 1/8 $4
December 31............................................................. 16 3/8 5
1998:
March 31................................................................ 12 5 1/4
June 30................................................................. 5 3/4 2
September 30............................................................ 4 3/4 1 3/4
December 31,............................................................ 4 1/8 2 9/16
</TABLE>

<PAGE>

<PAGE>
DIVIDEND POLICY

The Company 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. Thereafter, declaration of any dividends
will be determined by the Board of Directors in light of conditions then
existing, including, without limitation, the Company's financial condition,
capital requirements and business conditions.

As of September 30, 1998 there were 30 record holders of the Company's
Common Stock and 13 record holders of the Warrants.

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. The Company cannot be certain that any of the Warrant holders will
exercise their Warrants.

This Prospectus relates to the sale of such Shares by the Company to the
holders of the Warrants. This Prospectus may not be used for resale of Shares of
Common Stock underlying any of the Warrants without an appropriate amendment
setting forth the required information relating to distribution and selling
securityholders. Any exercising Warrant holder may notify the Company in writing
that it intends to resell shares of Common Stock. Upon receipt of such a notice
the Company will provide such securityholder with a Selling Securityholders'
Questionnaire. The securityholder will then be required to complete the
questionnaire and return it to the Company. Within 90 days of receipt of the
questionnaire, the Company will use its best efforts to amend this Prospectus to
permit resale of the number of shares indicated in the questionnaire.

The Company will bear all of the expenses of registration of the Shares
(including any amendments) 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 any payments such
holders may be required to make in respect thereof.

<PAGE>

<PAGE>
CERTAIN TRANSACTIONS

On December 30, 1997, the Company entered into a funding agreement for
$260,000 with ATM Site Locators, Inc. Carl Anthony, a stockholder of the
Company, is the president of ATM Site Locators. The agreement provides for
interest at a rate of 10%, payable monthly. Mori Aaron Schweitzer, the Company's
Chief Executive Officer has personally guaranteed 25% of this loan.

Between December 1997 and May 1998, the Company borrowed $110,000, in the
aggregate, from two of its stockholders. The stockholders receive interest at
12% and have received $8,700 in interest to date. The entire balance is due
December 31, 1999.

CHANGE IN ACCOUNTANTS

In June 1998, the Company engaged Weinick Sanders Leventhal & Co. LLP as
auditors of the Company's consolidated audited financial statements for the
fiscal year ended June 30, 1998.

In June 1998, the Company's prior auditor, Jeffrey Moritz, C.P.A. declined
to stand for re-election as auditor in connection with the preparation of the
Company's consolidated audited financial statements for the fiscal year ended
June 30, 1998.

There have been no disagreements between management and Jeffrey Moritz,
C.P.A., or any predecessor firm, for any periods which they audited as set forth
below, in connection with the Company's audits and any subsequent interim period
preceding the engagement of Weinick Sanders Leventhal & Co., LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure of a nature which if not resolved to the
satisfaction of Jeffrey Moritz, C.P.A. would have caused it to make reference in
connection with its report to the subject matter of the disagreements. Jeffrey
Moritz, C.P.A.'s reports on the financial statements of the Company for the
fiscal year ended June 30, 1997 and cumulative from inception (March 11, 1996)
have not contained an adverse opinion or a disclaimer of opinion and none of
such reports was qualified as to uncertainty, audit scope or accounting
principles, provided, however, that the reports of Jeffrey Moritz, C.P.A. for
each of such periods express an uncertainty as to the Company's ability to
continue as a going concern.

The Company has obtained from Jeffrey Moritz, C.P.A. a letter addressed to
the Securities and Exchange Commission stating whether Jeffrey Moritz, C.P.A.
agrees with the above statements.

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 March 31, 1998, 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.

<PAGE>

<PAGE>
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 October 1996, the Company conducted an unregistered Offering under Rule
504, in which the Company sold Warrants to purchase 2,500,000 shares of Common
Stock. The Company has also issued Warrants to purchase 1,062,500 shares of
common stock in the aggregate in exchange for independent public relations
services to the Company in August and December of 1997 and January and March of
1998, respectively. Each such Warrant expires three (3) years from the date
thereof, and is exercisable 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.

The Warrants may be redeemed by the Company for $.10 per Warrant upon 30
days' notice, at any time, commencing the earlier of December 28, 1997 or upon
the effective date of a registration statement filed under the Securities Act,
if the closing price of the Company's Common Stock on the OTC bulletin board
averages at least $6.00 per share for a period of 20 consecutive trading days.

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

<PAGE>

<PAGE>
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 as at June 30, 1998 and 1997 and
for the two years then ended, appearing in this Prospectus have been audited by
Weinick Sanders Leventhal & Co. LLP, independent certified accountants, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such report 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.

<PAGE>

<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----

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

Financial Statements

Balance Sheets as at September 30, 1998 and 1997 (Unaudited) and June 30, 1998 and 1997............... F-3

Statements of Operations for the Three Months Ended September 30, 1998 and 1997 (Unaudited) and for
the Years Ended June 30, 1998 and 1997............................................................... F-4

Statements of Stockholders' Equity for the Three Months Ended September 30, 1998 and 1997 (Unaudited)
and for the Years Ended June 30, 1998 and 1997....................................................... F-5

Statements of Cash Flows for the Three Months Ended September 30, 1998 and 1997 (Unaudited) and for
the Years Ended June 30, 1998 and 1997............................................................... F-6

Notes To Financial Statements......................................................................... F-7 to F-14
</TABLE>

F-1

<PAGE>

<PAGE>
WEINICK SANDERS LEVENTHAL & CO., LLP
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
AMERICAN ATM CORP.

We have audited the accompanying balance sheets of American ATM Corp. as at
June 30, 1998 and 1997, and the related statements of operations, cash flows,
and stockholders' equity for the two years ended June 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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 and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American ATM Corp. as at
June 30, 1998 and 1997, and the results of its operations and its cash flows for
the two years ended June 30, 1998, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has a working capital deficiency of $135,766 at June 30, 1998 and
has incurred losses since inception. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

New York, New York
September 22, 1998

F-2

<PAGE>

<PAGE>
AMERICAN ATM CORP.
BALANCE SHEET
(NOTE 1)

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
SEPTEMBER 30, 1998 1998 1997
------------------ ----------- ----------
(UNAUDITED)

<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents (Note 2).............................. $ 157,517 $ 171,958 $ 51,343
Cash in machines -- restricted (Notes 2 and 3)............. -- -- 207,800
Accounts receivable........................................ 9,249 16,818 3,392
Note receivable............................................ -- -- 125,200
Prepaid expenses and other current assets.................. 11,029 13,851 9,458
------------------ ----------- ----------
Total Current Assets.................................. 177,795 202,627 397,193
------------------ ----------- ----------
PROPERTY ASSETS (Notes 2 and 5):
Furniture and equipment.................................... 290,702 290,702 530,302
Software................................................... 8,693 8,693 7,443
Leasehold improvements..................................... 830 830 830
------------------ ----------- ----------
300,255 300,225 538,575
Less: accumulated depreciation............................. (101,237) (85,899) (58,381)
------------------ ----------- ----------
Net property assets........................................ 198,988 214,326 480,194
------------------ ----------- ----------
Deferred offering costs (Note 2)................................ 89,682 69,682 --
------------------ ----------- ----------
Other assets (Note 2)........................................... 2,192 2,711 3,788
------------------ ----------- ----------
468,657 $ 489,346 $ 881,175
------------------ ----------- ----------
------------------ ----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Lines of credit payable (Notes 2 and 3).................... $ 260,000 $ 260,000 $ 217,648
Accounts payable........................................... 53,072 22,824 14,472
Taxes payable (Notes 2 and 5).............................. 6,089 6,339 2,685
Accrued professional fees.................................. 37,500 49,230 20,000
------------------ ----------- ----------
Total current liabilities............................. 356,661 338,393 254,805
------------------ ----------- ----------
Long-term debt (Notes 2 and 4).................................. 110,000 110,000 --
------------------ ----------- ----------
Deferred rent................................................... 1,000 1,000 2,000
------------------ ----------- ----------
Commitments and contingencies (Note 9).......................... -- -- --

Stockholders' equity (Notes 2 and 6):
Preferred stock, $10.00 par value, authorized and
unissued -- 100,000 shares................................. -- -- --
Common stock $.001 par value, authorized -- 10,000,000
shares, issued and
outstanding -- 2,816,250 shares.......................... 2,816 2,816 2,816
Additional paid-in capital................................. 1,718,400 1,718,400 1,676,400
Less: deferred compensation................................ -- -- (200,000)
Accumulated deficit........................................ (1,720,220) (1,681,263) (854,846)
------------------ ----------- ----------
Total stockholders' equity............................ 996 39,953 624,370
------------------ ----------- ----------
$ 468,657 $ 489,346 $ 881,175
------------------ ----------- ----------
------------------ ----------- ----------
</TABLE>

See notes to financial statements.

F-3

<PAGE>

<PAGE>
AMERICAN ATM CORP.
STATEMENT OF OPERATIONS
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED JUNE 30,
---------------------------------------- -------------------------------
1998 1997 1998 1997
------------------ ------------------ -------------- -------------
(UNAUDITED)

<S> <C> <C> <C> <C>
FEE INCOME (Note 2)........... $ 107,233 $ 60,715 $ 323,100 $ 118,852
DIRECT COSTS:
Location expenses........ 69,636 83,197 391,610 339,226
Financing costs.......... 16,542 20,700 51,404 68,247
------------------ ------------------ -------------- -------------
Total direct
costs............. 86,178 103,897 443,014 407,473
------------------ ------------------ -------------- -------------
GROSS INCOME (LOSS)........... 21,055 (43,182) (119,914) (288,621)
------------------ ------------------ -------------- -------------
OPERATING EXPENSES:
Selling.................. 32,049 30,569 94,220 181,797
General and
administrative......... 24,584 87,964 404,481 366,986
Loss on disposal of
equipment (Note 2)..... -- -- 206,119 --
------------------ ------------------ -------------- -------------
Total operating
expenses............... 56,633 118,533 704,820 548,783
Loss from operations.......... (35,578) (161,715) (824,734) (837,404)
------------------ ------------------ -------------- -------------
OTHER INCOME (DEDUCTIONS):
Interest expense......... (3,300) -- (18,921) --
Interest income.......... 921 5,591 20,238 22,814
------------------ ------------------ -------------- -------------
Total other income
(deductions)................ 2,379 5,591 1,317 22,814
------------------ ------------------ -------------- -------------
Loss before income taxes...... (37,957) (156,124) (823,417) (814,590)
Provision for income taxes
(Notes 2 and 5)............. 1,000 1,000 3,000 1,000
------------------ ------------------ -------------- -------------
NET LOSS...................... $ (38,957) $ (157,124) $ (826,417) $(815,590)
------------------ ------------------ -------------- -------------
------------------ ------------------ -------------- -------------
NET LOSS PER SHARE (Note 2)... $ (0.01) $ (0.06) $ (0.29) $ (0.35)
------------------ ------------------ -------------- -------------
Weighted average share
outstanding................. 2,816,250 2,816,250 2,816,250 2,342,160
------------------ ------------------ -------------- -------------
------------------ ------------------ -------------- -------------
</TABLE>

See notes to financial statements.

F-4

<PAGE>

<PAGE>
AMERICAN ATM CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
AS AT AND FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
(NOTE 1)
<TABLE>
<CAPTION>
$.001 PAR VALUE $10 PAR VALUE
COMMON STOCK PREFERRED STOCK STOCK
------------------- --------------- SUBSCRIPTIONS
SHARES AMOUNT SHARES AMOUNT RECEIVABLE
---------- ------ ------ ------ -------------

<S> <C> <C> <C> <C> <C>
Balance -- July 1, 1996............... 1,928,750 $1,929 -- $-- $(107,000)
Securities offering under Rule 504
Regulation D.................... 812,500 812 -- -- --
Shares issued in exchange for
equipment leases (Note 6)....... 75,000 75 -- -- --
Receipt of proceeds of stock
subscriptions................... -- -- -- -- 107,000
Compensatory element attributable
to stock option grant as payment
of officer's salary............. -- -- -- -- --
Compensatory element of stock
options granted to officers and
directors....................... -- -- -- -- --
Issuance of warrants for
consulting services rendered
(Note 6)........................ -- -- -- -- --
Net loss for the year ended June
30, 1997........................ -- -- -- -- --
---------- ------ ------ ------ -------------
Balance -- June 30, 1997.............. 2,816,250 2,816 -- -- --
Stockholders' waiver of
salary-contributed to capital
(Note 6)........................ -- -- -- -- --
Net loss for the year ended June
30, 1998........................ -- -- -- -- --
---------- ------ ------ ------ -------------
Balance -- June 30, 1998.............. 2,816,250 2,816 -- -- --
Net loss for the three months
ended September 30, 1998
(Unaudited)..................... -- -- -- -- --
---------- ------ ------ ------ -------------
Balance -- September 30, 1998
(Unaudited)..................... 2,816,250 $2,816 $ -- $-- $ --
---------- ------ ------ ------ -------------
---------- ------ ------ ------ -------------

ADDITIONAL TOTAL
PAID-IN DEFERRED ACCUMULATED STOCKHOLDERS'
CAPITAL COMPENSATION DEFICIT EQUITY
-------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Balance -- July 1, 1996............... $333,071 $ -- $ (39,256) $ 188,744
Securities offering under Rule 504
Regulation D.................... 638,404 -- -- 639,216
Shares issued in exchange for
equipment leases (Note 6)....... 179,925 -- -- 180,000
Receipt of proceeds of stock
subscriptions................... -- -- -- 107,000
Compensatory element attributable
to stock option grant as payment
of officer's salary............. 40,000 -- -- 40,000
Compensatory element of stock
options granted to officers and
directors....................... 400,000 (400,000) -- --
Issuance of warrants for
consulting services rendered
(Note 6)........................ 85,000 -- -- 85,000
Net loss for the year ended June
30, 1997........................ -- 200,000 (815,590) (615,590)
-------- ------------ ----------- -------------
Balance -- June 30, 1997.............. 1,676,400 (200,000) (854,846) 624,370
Stockholders' waiver of
salary-contributed to capital
(Note 6)........................ 42,000 -- -- 42,000
Net loss for the year ended June
30, 1998........................ -- 200,000 (826,417) (626,417)
-------- ------------ ----------- -------------
Balance -- June 30, 1998.............. 1,718,400 -- (1,681,263) 39,953
Net loss for the three months
ended September 30, 1998
(Unaudited)..................... -- -- (38,957) (38,957)
-------- ------------ ----------- -------------
Balance -- September 30, 1998
(Unaudited)..................... $1,718,400 $ -- $(1,720,220) $ 996
-------- ------------ ----------- -------------
-------- ------------ ----------- -------------
</TABLE>

See notes to financial statements.

F-5

<PAGE>

<PAGE>
AMERICAN ATM CORP.
STATEMENT OF CASH FLOWS
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, JUNE 30,
------------------------ -----------------------
1998 1997 1998 1997
-------- ------------ --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................... $(38,957) $ (157,424) $(826,417) $(815,590 )
-------- ------------ --------- ----------
Adjustments to reconcile net loss to net
cash provided by (used in)
operating activities:
Depreciation.............................. 15,357 6,898 82,661 58,181
Amortization of deferred compensation..... -- 50,000 200,000 200,000
Loss on disposal of equipment............. -- -- 206,119 --
Contribution to capital of stockholder's
salary................................... -- -- 42,000 --
Issuance of warrants and options for
services rendered........................ -- -- -- 125,000
Deferred rent............................. -- -- (1,000) --
Increase (decrease) in cash flows as a
result of changes in asset and liability
account balances:
Accounts receivable.................... 7,569 2,365 (13,426) (3,392 )
Prepaid expenses and other current
assets............................... 2,822 2,500 (4,393) 25,432
Other assets........................... 500 -- 1,000 (1,500 )
Accounts payable....................... 30,248 22,833 8,352 10,315
Accrued expenses and other current
liabilities.......................... (11,980) 6,688 32,884 4,577
-------- ------------ --------- ----------
Total adjustments.................. 44,516 91,284 554,197 418,613
-------- ------------ --------- ----------
Net cash provided by (used in) operating
activities.................................... 5,559 (66,140) (272,220) (396,977 )
-------- ------------ --------- ----------
CASH FLOWS FROM INVESTMENTS ACTIVITIES
Acquisition of property assets.............. -- (37,665) (22,835) (345,545 )
Restricted cash............................. -- -- 207,800 (207,800 )
Note receivable............................. -- 75,000 125,200 (125,200 )
-------- ------------ --------- ----------
Net cash provided by (used in) investing
activities.................................... -- 37,335 310,165 (678,545 )
-------- ------------ --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of securities and
subscriptions receivable................... -- -- -- 746,216
Proceeds from stockholders' notes payable... -- -- 110,000 --
Proceeds from (repayments of) funding from
lines of credit............................ -- (6,194) 42,352 217,648
Deferred offering costs..................... (20,000) -- (69,682) --
-------- ------------ --------- ----------
Net cash provided by (used in) financing
activities.................................... (20,000) (6,194) 82,670 963,864
-------- ------------ --------- ----------
Net increase (decrease) in cash and cash
equivalents................................... (14,441) (34,999) 120,615 (111,658 )
Cash and cash equivalents at beginning of
year.......................................... 171,958 51,343 51,343 163,001
-------- ------------ --------- ----------
Cash and cash equivalents at end of year........ $157,517 $ 16,344 $ 171,958 $ 51,343
-------- ------------ --------- ----------
-------- ------------ --------- ----------
SUPPLEMENTAL SCHEDULES OF NON-CASH OPERATING AND
FINANCING ACTIVITIES
Property and equipment acquired under
capital leases............................. $ -- $ -- $ -- $ 200,000
-------- ------------ --------- ----------
-------- ------------ --------- ----------
Warrants issued for services rendered....... $ -- $ -- $ -- $ 85,000
-------- ------------ --------- ----------
-------- ------------ --------- ----------
Compensatory element of stock option grant
as payment
of officer's salary....................... -- -- -- $ 40,000
-------- ------------ --------- ----------
-------- ------------ --------- ----------
Deferred compensatory element of stock
options.................................... -- -- -- $ 400,000
-------- ------------ --------- ----------
-------- ------------ --------- ----------
Common stock issued in satisfaction of
capital lease obligation................... $ -- $ -- $ -- $ 180,000
-------- ------------ --------- ----------
-------- ------------ --------- ----------
Stockholder/officer's waived salary
contributed to capital..................... -- -- $ 42,000 $ --
-------- ------------ --------- ----------
-------- ------------ --------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid............................... $ 11,932 $ 20,700 $ 35,223 $ 63,323
-------- ------------ --------- ----------
Taxes paid.................................. $ 250 $ -- $ 549 $ --
-------- ------------ --------- ----------
-------- ------------ --------- ----------
</TABLE>

See notes to financial statements.

F-6

<PAGE>

<PAGE>
AMERICAN ATM CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(INFORMATION RELATING TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 IS
UNAUDITED)
AND AS AT AND FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

NOTE 1 -- GOING CONCERN

The Company was incorporated in Florida in March 1996 as a development
stage company. The Company left the development stage in September 1996 when it
commenced operations of its business which is an independent owner and operator
of automatic teller machines (ATMs) at leased locations. The ATMs provide
individuals with credit or debit cards the ability to obtain on the spot cash
from their bank accounts.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has sustained substantial losses from
operations since inception through September 30, 1998 of $1,720,220 of which
$94,114 was incurred while the Company was in the development stage. The
accompanying financial statements reflect a working capital deficiency of
$178,866 at September 30, 1998. The Company's source of funds have been the
proceeds from the sale of its common stock, its lines of credit and notes to
stockholders. The Company presently has a rental agreement with a bank for the
use of the bank's cash in its ATMs which replaced a funding agreement with a
private lender.

Management is currently undertaking to register with the Securities and
Exchange Commission 3,562,500 shares of the Company's common stock all of which
underlie common stock purchase warrants (warrants). Upon the successful
completion of the registration of the shares, the Company will call the warrants
which should, if all warrant holders exercise, result in $8,550,000 cash
proceeds to the Company. Management's plan is to use these funds to expand its
business and operations which will result in significant revenue increases and
reductions in financing and other operating costs which will result in the
Company being able to meet its obligations as they become due.

These conditions, among others, raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

The financial statements as at September 30, 1998 and for the three months
ended September 30, 1998 and 1997 have not been audited. In the opinion of
management, the unaudited interim financial statements reflect all adjustments
and accruals, consisting only of normal recurring adjustments and accruals,
necessary to present fairly the financial position of the Company as at
September 30, 1998 and the results of its operations, changes in stockholders'
equity and cash flows for the three months ended September 30, 1998 and 1997.
The results for the three months ended September 30, 1998 and 1997 are not
necessarily indicative of the results to be expected for the full year.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) 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 and 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.

(b) CONCENTRATION OF RISK AND REVENUE RECOGNITION

The fee income from ATM machines represents 100% of the Company's operating
revenues. The Company records its fees on a daily basis from the service charges
it assesses directly to the user for monetary transactions. In addition, the
Company recognizes its proportionate share of the transaction fees charged by
the national network to its participating banks reported to the Company by its

F-7

<PAGE>

<PAGE>
AMERICAN ATM CORP.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(INFORMATION RELATING TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 IS
UNAUDITED)
AND AS AT AND FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

electronic reporting vendor. 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.

The Company deposits the majority of its cash in commercial banks and with
a national brokerage firm in money market accounts. 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 equivalents.

The Company considers all highly-liquid, short-term investments with an
original maturity of three months or less to be cash equivalents. Cash
equivalents at September 30, 1998, June 30, 1998 and June 30, 1997 were $46,558,
$76,253 and $27,808, respectively.

(d) PROPERTY ASSETS

Property assets are stated at cost. Repairs or maintenance, which 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 Company expenses its site acquisition costs
to operations as they are incurred due to the short length of the site leased
and the parties' unilateral ability to terminate the lease with minimal notice.

Depreciation is provided primarily over the estimated useful lives of the
assets using the straight-line method. The estimated useful lives of the assets
are seven years for machinery and equipment and five years for furniture and
fixtures. Leasehold improvements are being amortized over the life of the lease.
Deprecation expense charged to operations was $82,584 and $58,104 in the years
ended 1998 and 1997, respectively. Depreciation charged to operations in the
three months ended September 30, 1998 and 1997 was $15,338 and $6,879.

(e) ORGANIZATION COSTS

Organization costs which are included in other assets were $211 net of
accumulated amortization of $191 at September 30, 1998 and are being amortized
over a sixty months period. Amortization charged to operations was $19 in each
of the three months ended September 30, 1998 and 1997 and $77 in the years ended
June 30, 1998 and 1997.

(f) DEFERRED OFFERING COSTS

The Company in 1998 incurred $89,862 of costs associated with the
registration of 3,562,500 shares of its common stock underlying purchase
warrants. Upon the successful completion of the registration these costs will be
charged to additional paid-in capital. If the proposed offering is not
successful these costs will be charged to operations.

(g) ADVERTISING

The Company expenses advertising costs as incurred. Advertising charged to
operations was $700, $831, $3,302 and $6,756, in the three months ended
September 30, 1998 and 1997 and the years ended June 30, 1998 and 1997,
respectively.

F-8

<PAGE>

(h) INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
('SFAS 109'), 'Accounting for Income Taxes' at its inception. Under SFAS 109,
the deferred tax provision is determined under the liability method. Under this
method, deferred tax assets and liabilities are recognized based on differences
between the financial statement carrying amount and the tax basis of assets and
liabilities using presently enacted tax rates.

(i) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company at its inception adopted Statement of Financial Accounting
Standards No. 121 ('SFAS No. 121'), 'Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of.' The statement requires that
the Company recognize and measure impairment losses of long-lived assets,
certain identifiable intangibles, value long-lived assets to be disposed of and
long-term liabilities.

The Company reviews long-lived assets and certain identifiable intangibles
held and used for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In January 1998, management determined that 20 ATMs became obsolete
and restoration costs were not fiscally feasible. The ATMs were sold in February
1998, essentially for the cost to remove them from their various locations which
sale resulted in a charge to operations of $206,119 in the year ended June 30,
1998.

At September 30, 1998 and June 30, 1998, the carrying values of the
Company's other assets and liabilities approximate their estimated fair values.

(j) PER SHARE DATA

Net loss per share was computed by the weighted average number of shares
outstanding during each year. On December 11, 1997 the Board of Directors
approved a stock split of five (5) common shares for each four (4) common shares
outstanding for shareholders of record on December 22, 1997. The accompanying
financial statements and the computation of net loss per share retroactively
reflect the December 1997 stock split as if it had occurred on July 1, 1996.

NOTE 3 -- FINANCING

In June 1996, the Company entered into a financing agreement with a private
lender, whereby the lender agreed to advance funds to the Company under a line
of credit with a minimum of $350,000 to a maximum of $1,000,000 in advances. The
funds were for the sole purpose of the cash needs used in the operation of the
Company's ATMs. Interest on the used and unused portion of the line of credit
was 12% subject to a reduction for the amount of income the lender earned on
investing the unused portion of the line. The lender had a lien on all cash in
the ATM's which at June 30, 1997 was $207,800. The outstanding amount under this
line of credit at June 30, 1997 was $217,648 (net of interest receivable on the
unused portion of the line). Interest charged to operations in 1997 was $68,247
of which $49,926 was on the unused portion of the line. Interest is classified
in the accompanying financial statement as a direct cost of fee income. The
weighted average interest rate as at and during the year ended June 30, 1997 was
12%. The highest month-end balance outstanding under the line was $279,980.
Prior to the beginning of the rental agreement, the Company's average and
highest month-end outstanding balance under its financing agreement were
$141,151 and $244,580, respectively. Interest at 12% charged to operations in
1998 under this facility was $25,700.

In January 1998, the Company terminated the agreement with this lender and
entered into a rental agreement with a commercial bank. The rental agreement as
memorialized on August 18, 1998 provides for the Company to rent from the bank
the cash that is used in the operation of the Company's ATMs.

F-9

<PAGE>

The monthly rental charge for the cash varies and is determined by the amount of
cash utilized in the machines at a rate of 2% over the bank's prime lending
rate. The lessor bank also earns a portion of the transaction fees that each ATM
transaction generates. The Company is responsible to maintain insurance with the
bank as loss payee for loss or theft of the machine cash. Although the Company
controls the location of each ATM and determines the amount of cash in each ATM,
the Company may not handle the rented cash. Only armored transport service
carriers under the bank's direct control may handle the rented cash. The maximum
amount of cash rented under the present lease agreement was $418,119 and the
average cash rented was $234,088. During the three months ended September 30,
1998, the maximum amount of cash rented was $270,075 and the average rented cash
balance was $190,550. Rent for the cash charged to operations was $25,752 in
fiscal 1998 and $7,910 in the three months ended September 30, 1998. At
September 30, 1998 and at June 30, 1998, the amount of rented cash in the
Company's ATM's was $195,480 and $258,520. The Company is contingently liable
for any loss of the rented cash for which it has adequate insurance coverage.

The Company entered into a funding agreement on December 30, 1997 for
$260,000 with a corporation whose president is a stockholder of the Company. The
funding agreement, as amended on June 1, 1998, requires interest at 10% to be
paid monthly. The agreement has no termination date and accordingly is
classified as a current liability. The loan is collateralized by the Company's
ATMs whose undepreciated cost was $189,989 at September 30, 1998 and $204,316 at
June 30, 1998. The Company's CEO has personally guaranteed 25% of this
obligation. The maximum and average borrowings outstanding under this line of
credit was $260,000 and interest charged to operations in fiscal 1998 was
$13,521 (10.0%) and $8,632 in the three months ended September 30, 1998.

NOTE 4 -- LONG-TERM DEBT

Commencing in December 1997 through May 1998, the Company borrowed $110,000
from two stockholders. The original terms of the 12% interest bearing notes were
approximately seven months. The stockholders subsequently extended the due dates
of all the notes to December 31, 1999 and accordingly such indebtedness is
included in long-term debt at June 30, 1998 and September 30, 1998. Interest
charged to operations and paid to these stockholders was $3,300 in the three
months ended September 30, 1998 and $5,400 in the year ended June 30, 1998.

NOTE 5 -- INCOME TAXES

The Company has net operating loss carryforwards available of approximately
$1,553,000 at September 30, 1998 and $1,514,000 at June 30, 1998 expiring
through 2013 which upon recognition may result in future tax benefits of
approximately $540,000 and $520,000, respectively. At September 30, 1998, June
30, 1998 and 1997, management is unable to determine if the utilization of the
future tax benefit was more likely than not and, accordingly, the asset has been
fully reserved.

The Company's income tax provision consists of the following:

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, JUNE 30,
----------------------------- -----------------------------
1998 1997 1998 1997
------------- ------------ ------------- ------------
(UNAUDITED)

<S> <C> <C> <C> <C>
Federal....................... $-- $-- $-- $--
State and local taxes......... 1,000 1,000 3,000 1,000
------------- ------------ ------------- ------------
Income tax provision.......... $ 1,000 $1,000 $ 3,000 $1,000
------------- ------------ ------------- ------------
------------- ------------ ------------- ------------
</TABLE>

F-10

<PAGE>

A reconciliation of the statutory income tax effect rate is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30,
------------------------------------------
1998 1997
------------------ ------------------

<S> <C> <C> <C> <C>
Federal statutory rate......................... ($280,000) (34.0%) ($277,000) (34.0%)
State and local taxes, net of federal tax
benefit...................................... 2,000 0.3 1,000 0.2
Non-deductible expenses........................ 15,000 2.4 16,000 2.6
Reserve for net operating loss carryforward tax
asset........................................ 266,000 31.8 261,000 31.4
-------- ----- -------- -----
Effective tax rate............................. $ 3,000 0.5% $ 1,000 0.2%
-------- ----- -------- -----
-------- ----- -------- -----
</TABLE>

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
1998 1997
----------------- -----------------
(UNAUDITED)

<S> <C> <C> <C> <C>
Federal statutory rate............................ ($13,000) (34.0%) ($53,000) (34.0%)
State and local taxes, net of federal tax
benefit......................................... 1,000 2.6 -- --
Reserve for net operating loss carryforward tax
asset........................................... 13,000 34.0 54,000 34.6
------- ----- ------- -----
Effective tax rate................................ $ 1,000 2.6% $ 1,000 0.6%
------- ----- ------- -----
------- ----- ------- -----
</TABLE>

NOTE 6 -- STOCKHOLDERS' EQUITY

(a) SALE OF SECURITIES

In 1997, the Company completed its sale of 875,000 shares of its common
stock and 2,500,000 warrants (as adjusted for the December 11, 1997 stock split)
to accredited investors for $689,216 (net of offering costs).

In January 1997, the Company issued 75,000 shares of its common stock in
satisfaction of a $180,000 capital lease obligation for machinery.

(b) CONTRIBUTION OF CAPITAL

The Company's CEO waived $42,000 of his annual $60,000 salary in 1998 and
such wavier was recorded as a contribution to additional paid-in capital in the
accompanying financial statements.

In connection with the sale of securities in 1996 and 1997, the Company
sold warrants at $0.008 each to acquire 2,500,000 shares of the Company's common
stock (as adjusted for the December 1997 stock split) at $2.40 per share.

Effective December 28, 1996, five consultants received warrants to purchase
an aggregate of 1,062,500 shares of the Company's common stock at $2.40 per
share (as adjusted for the December 1997 stock split) for services previously
rendered. The fair value of the warrants issued and the services rendered (as
determined by the Board of Directors and the consultants) was $85,000 which was
charged to operations as public relations costs.

F-11

<PAGE>

(d) REGISTRATION OF SECURITIES

The Company intends to file with the Securities and Exchange Commission a
registration statement on Form SB-2 to register 3,562,500 shares of its common
stock all of which underlie warrants to acquire a like number of common shares
at $2.40 per share. The proceeds to be received by the Company, if all of the
warrants are exercised, would be $8,550,000 before estimated offering costs of
$90,000.

(e) COMMON STOCK SPLIT

The Company's Board of Directors approved a split of its outstanding common
shares of five (5) shares for each four (4) shares outstanding on December 11,
1997.

(f) STOCK OPTIONS

The Board of Directors adopted the American ATM Corp. 1996 Stock Option
Plan ('Plan') on December 16, 1996 which the shareholders subsequently approved.
The Plan provides for the total issuance of an aggregate of 687,500 common
shares under non-qualified and qualified grants. Qualified options are intended
to comply with Section 422 of the Internal Revenue Service Code of 1986, as
amended. To date all options granted under the Plan have been non-qualified.

On December 16, 1996, the Company's outside directors and an officer were
granted options to acquire an aggregate of 100,000 common shares (as adjusted
for the December 11, 1997 stock split) at an exercise price of $0.80 per share
which was the common stock's fair value on the date of grant. The directors
options were originally exercisable in full at any time through December 15,
2000. The officer's option vests pro rata over its life. On March 21, 1997, the
Board of Directors reduced the exercise period of these options to March 25,
2000 for the directors and May 1, 1999 for the officer.

Also on March 21, 1997, the outside directors were issued additional
options to acquire an aggregate (as adjusted for the December 1997 stock split)
of 62,500 common shares for $0.80 per share. The Company's Chairman and CEO was
granted options to acquire 250,000 common shares at $0.88 per share, as adjusted
for the December 1997 stock split.

The outside directors' options were issued as partial payment for their
services pursuant to the Company's directors compensation policy which was
approved by the Board of Directors in December 1996. The CEO's options were
granted in recognition of his services in 1997 and 1998 and for his decision to
forego $40,000 in salary for calendar 1996. The waiver of the salary was
reflected in the accompanying financial statements as a charge to operations and
a credit to additional paid-in capital of $40,000 during fiscal 1997.

The excess of the fair value of the common stock at March 25, 1997 ($2.40
per share as adjusted for the December 1997 stock split) over the option
exercise prices aggregated $400,000 which was classified in the accompanying
financial statement as deferred compensation with a corresponding increase to
additional paid-in capital. The deferred compensation was charged to operations
in the periods that the Chairman and the other directors rendered their services
resulting in a $50,000, $200,000 and $200,000 charge to operations in the three
months ended September 30, 1997 and the years ended June 30, 1998 and 1997,
respectively.

Pursuant to the Plan, each of the non-employee directors of the Company is
to receive yearly -- at the conclusion of the stockholders' annual meeting -- an
option to acquire 10,000 shares of the Company's common stock for the next
fiscal year. Since the Company had not had its annual meeting, the present five
non-employee directors were not granted their options for fiscal 1999. Upon the
conclusion of the 1999 annual stockholders' meeting, the directors will receive
options to acquire an aggregate of 50,000 common shares.

F-12

<PAGE>

At September 30, 1998, June 30, 1998 and June 30, 1997, the Company had
options for 412,500 common shares issued and unexercised at exercise prices
ranging from $.80 to $.88. At September 30, 1998, June 30, 1998 and June 30,
1997, 400,000, 400,000 and 387,500 shares under options were exercisable at
prices ranging from $.80 to $.88 per share.

Assuming the fair market value of the stock at the date of grant to be $.80
per share in December 1996 and $2.40 per share in March 1997, the life of the
options to be three years, the expected volatility at 200%, expected dividends
of none, and the risk-free interest rate of 10%, the Company would have recorded
compensation expense of $29,448 in each of the three month periods ended
September 30, 1998 and 1997, and $117,792 and $40,524, respectively, for the
years ended June 30, 1998 and 1997, as calculated by the Black-Scholes option
pricing model. As such, pro-forma net loss and loss per share would be as
follows:

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, JUNE 30,
------------------- ---------------------
1998 1997 1998 1997
------- -------- -------- --------
(UNAUDITED)

<S> <C> <C> <C> <C>
Net loss as reported......................... ($38,957) ($157,424) ($826,417) ($825,590)
------- -------- -------- --------
------- -------- -------- --------
Additional compensation...................... $29,448 $ 29,448 $117,792 $ 40,524
------- -------- -------- --------
------- -------- -------- --------
Adjusted net loss............................ ($68,405) ($186,827) ($944,209) ($866,114)
------- -------- -------- --------
------- -------- -------- --------
Loss per share as reported................... ($0.01) ($0.06) ($0.29) ($0.35)
Adjusted loss per share...................... ($0.02) ($0.07) ($0.34) ($0.37)
</TABLE>

NOTE 7 -- RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130 -- 'Reporting Comprehensive Income,' No.
131 -- 'Disclosures about Segments of an Enterprise and Related Information,'
No. 132 -- 'Employer's Disclosures about Pension and Other Postretirement
Benefits' and No. 133 -- 'Accounting for Derivative Instruments and Hedging
Activities.' Management does not believe that the effect of implementing these
new standards will be material to the Company's financial position, results of
operations and cash flows.

NOTE 8 -- YEAR 2000

The Company recognizes the need to ensure its operation will not be
adversely affected by Year 2000 software failures. The Company is communicating
with suppliers, customers and others with which it does business to coordinate
Year 2000 conversion. The cost of achieving compliance is estimated to be a
minor increase over the cost of normal software upgrades and replacements.

NOTE 9 -- COMMITMENTS AND CONTINGENCIES

(a) CONTINGENCIES

The Company is contingently liable for cash in the machines which it rents
from a bank. The amount of rented cash at September 30, 1998 was $195,480.

(b) LEASES

The Company is a lessee under an operating real property lease for office
space which expires on June 30, 1999. Rent expense charged to operations in the
years ended June 30, 1998 and 1997 and the three months ended September 30, 1998
and 1997 was $11,307, $11,000, $2,800 and $2,750, respectively. Future minimum
annual rental under the lease is $12,000.

F-13

<PAGE>

The Company also leases space for its ATMs under operating leases. Although
the stated term of each lease is from one to five years, either party may cancel
the lease with minimal notice. Rent charged to operations in the years ended
June 30, 1998 and 1997 was $52,801 and $26,356, and in the three months ended
September 30, 1998 and 1997 was $12,104 and $11,000. Additionally, the Company
has agreements with electronic transaction reporting and transfer system service
providers which are a crucial component of the Company's operations. These
agreements typically require payment based upon the number of transactions
processed by the provider.

The Board of Directors authorized compensation for the Company's CEO and
Chairman at $60,000 per year plus 2% of defined operating profits commencing
January 1, 1997. During the year ended June 30, 1998 this officer waived payment
of $42,000 of his salary which was reflected as a contribution to additional
paid-in capital. The Company has a three year agreement with a consultant for
public relations and financial services. The consultant will receive $96,000
over the term of the agreement which expires in 1999.

F-14

<PAGE>

<PAGE>
________________________________________________________________________________
________________________________________________________________________________

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 Financial Data......................................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 13
Business................................................................................................... 18
Management................................................................................................. 21
Market for Common Equity and Related of Stockholder Matters................................................ 23
Security Ownership of Certain Beneficial Owners and Management............................................. 24
Plan of Distribution....................................................................................... 24
Certain Transactions....................................................................................... 25
Change in Accountants...................................................................................... 25
Description of Securities.................................................................................. 25
Shares Eligible for Future Sale............................................................................ 26
Legal Matters.............................................................................................. 27
Experts.................................................................................................... 27
Additional Information..................................................................................... 27
Index to Financial Statements.............................................................................. F-1
</TABLE>

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

UNTIL FEBRUARY 1, 1999, 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
-------------------------

JANUARY 6, 1999

________________________________________________________________________________
________________________________________________________________________________