UNIVERSAL MONEY CENTERS INC, SB-2, 2000-05-05

UNIVERSAL MONEY CENTERS INC
SB-2, 2000-05-05
COMPUTER PROCESSING & DATA PREPARATION

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As filed with the Securities Exchange Commission on May 5, 2000
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL MONEY CENTERS, INC.
(Name of small business issuer in its charter)
Missouri 6099 43-1242819
- ----------------------- --------------------- -----------------
(State or (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code Number)
organization) Number)
6800 Squibb Road
Mission, Kansas 66202
(913) 831-2055
(Address and telephone number
of principal executive offices and principal place of business)
---------------------
David S. Bonsal
Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
(913) 831-2055
(Name, address and telephone number of agent for service)
---------------------
Copy to:
James S. Swenson, Esq.
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
---------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /_/
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of each Proposed maximum Proposed maximum Amount of
class of Amount to be offering price aggregate registration fee
securities to be registered per unit offering price
registered
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 39,293,069 $.04 $1,571,722.70 $414.93
$.01 par value
per share
===========================================================================================
</TABLE>

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

SUBJECT TO COMPLETION, DATED MAY 5, 2000
PROSPECTUS
UNIVERSAL MONEY CENTERS, INC.
39,293,069 SHARES OF COMMON STOCK
$______ PER SHARE

Universal Money Centers, Inc. is offering at no cost to you, as a holder of
common stock of Universal Money Centers, a non-transferable right to purchase
shares of common stock. You will be entitled to purchase one share of common
stock at a price of $____ per share for each share of common stock you own as of
June __, 2000. Each right will also carry with it an over-subscription privilege
to subscribe for shares of common stock that are not purchased by other holders
of rights. The rights are evidenced by rights certificates and will expire at
5:00 p.m. Central Daylight time on July __, 2000, unless the expiration date is
extended for up to 30 days.

Currently, the common stock is not traded on any national exchange. We believe
that the common stock is currently eligible to be traded in the over-the-counter
market, both on the OTC Bulletin Board and in the "pink sheets". We are not
aware of any public trades in the common stock, although some trading may have
occurred.
---------------------------------

An investment in our common stock involves a high degree of risk. You should
consider carefully the risk factors beginning on page 6 of this Prospectus.
---------------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
---------------------------------

Per Share Total
----------- -----------
Offering price to the $_____ $________(1)
Shareholders

(1) Before deduction of estimated expenses of $34,065 payable by Universal Money
Centers, including registration, legal and accounting fees, printing expenses
and other miscellaneous fees and expenses.

The date of this Prospectus is June __, 2000.

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<PAGE>

TABLE OF CONTENTS

PAGE

PROSPECTUS SUMMARY...........................................................3

RISK FACTORS.................................................................6

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS...................................................9

USE OF PROCEEDS.............................................................10

MARKET FOR COMMON STOCK AND DIVIDEND POLICY.................................11

DETERMINATION OF SUBSCRIPTION PRICE.........................................11

THE RIGHTS OFFERING.........................................................11

SHARES ELIGIBLE FOR FUTURE SALE.............................................15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................................15

OUR BUSINESS................................................................22

MANAGEMENT..................................................................30

EXECUTIVE COMPENSATION......................................................32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................32

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................36

DESCRIPTION OF CAPITAL STOCK................................................37

EXPERTS.....................................................................38

LEGAL COUNSEL...............................................................38

WHERE YOU CAN FIND MORE INFORMATION.........................................38

INDEX TO FINANCIAL STATEMENTS..............................................F-1

INFORMATION NOT REQUIRED IN PROSPECTUS....................................II-1

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<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. It is not complete and may not contain all of the information that
you should consider before investing in the common stock. You should read the
entire prospectus carefully, including the "Risk Factors" section and the
financial statements and notes thereto.

THE COMPANY

We are engaged in the business of operating a network of automated teller
machines. The ATMs provide holders of debit and credit cards access to cash,
account information and other services at convenient locations and times chosen
by the cardholder. Banks and credit card companies are the principal issuers of
debit and credit cards used in our ATM network. Our ATM network consists of ATMs
owned by us, ATMs owned by banks and ATMs owned by third party merchants. ATMs
in our network are principally installed in retail and convenience stores and
banks with locations concentrated in the Kansas City and St. Louis, Missouri and
El Paso, Texas metropolitan areas, and the state of Kansas. We also provide ATM
network management services to banks and third parties owning ATMs that are
included in our ATM network.

Our principal executive offices are located at 6800 Squibb Road, Mission,
Kansas 66202, telephone number (913) 831-2055.

THE RIGHTS OFFERING

Rights..................We have distributed at no cost to each holder of common
stock one non-transferable right to purchase common
stock for every share of common stock owned on the
record date, which is June __, 2000.

Basic Subscription
Privilege...............Each right includes a basic subscription privilege
entitling you to purchase one share of common stock for
each right you hold.

Over-subscription
Privilege...............If you elect to exercise all of your rights to purchase
common stock pursuant to your basic subscription
privilege, you will also have an over-subscription
privilege to subscribe for additional shares of common
stock, if any, that are not purchased by other holders
of rights under the basic subscription privilege. If
there are not enough shares available to satisfy fully
all subscriptions for additional shares, we will prorate
the available shares of common stock among holders who
exercise the over-subscription privilege according to
the number of shares purchased by each such holder under
the basic subscription privilege. See "THE RIGHTS
OFFERING - Subscription Privileges."

Subscription Price......$_______ in cash per share.

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<PAGE>

Non-Transferability
of Rights...............The rights are non-transferable.

Expiration Date.........July __, 2000, at 5:00 p.m., Central Daylight time,
unless extended for up to 30 days.

Procedure for
Exercising Rights.......If you wish to exercise any or all of your
rights, you should properly complete and sign the
subscription form and substitute Form W-9 in the rights
certificate and forward the rights certificate, with
full payment of the subscription price, to us on or
prior to the expiration date. If you use mail to forward
the rights certificate and payment of the purchase
price, we recommend that you use insured, registered
mail. You may not revoke an exercise of rights. See "THE
RIGHTS OFFERING--Exercise of Rights."

Procedure if Rights
Held in "Street Name"...If your common stock is held of
record by a broker, commercial bank, trust company or
other nominee, you should contact the nominee and
request that it exercise the rights on your behalf. Be
aware that the nominee may establish a deadline for
receiving instructions from you that is significantly
earlier than the expiration date. See "THE RIGHTS
OFFERING--Exercise of Rights."

Issuance of Common
Stock...................We will deliver to subscribers certificates representing
shares of common stock purchased pursuant to the rights
offering as soon as practicable after the expiration
date. Any excess funds paid in respect of shares not
issued will be returned by mail without interest as soon
as practicable after the expiration date. See "THE
RIGHTS OFFERING - Exercise of Rights."

Shares of Common Stock
Outstanding after
Right Offering..........Approximately 78,586,138 shares of common stock,
assuming all of the rights are exercised.

Use of Proceeds.........Assuming full exercise of the rights,
we anticipate that the net cash proceeds from
the sale of the shares of common stock offered in the
rights offering, after payment of fees and expenses,
will be approximately $_______. This offering is not
conditioned upon any minimum level of exercise of the
rights, and there can be no assurance that we will raise
any proceeds from the offering. However, our directors
and executive officers have advised us that they
currently intend to acquire in the aggregate up to
approximately sixty percent (60%) of the shares of
common stock

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<PAGE>

offered in the rights offering, to the
extent such shares are available. We expect that such
net proceeds will be used primarily to provide needed
working capital for general corporate purposes. These
general corporate purposes include funding the continued
operation and expansion of our ATM network and improving
our ability to access credit for future working capital
needs. See "USE OF PROCEEDS."

Risk Factors............There are substantial risks in connection with this
offering that should be considered by you. See "RISK
FACTORS."

SUMMARY FINANCIAL INFORMATION

The summary financial information presented below is derived from our
financial statements. This information is only a summary and you should read it
in conjunction with our historical financial statements and the related notes
beginning on page F-1 of this Prospectus and Management's Discussion and
Analysis of Financial Condition and Results of Operations beginning on page 15
of this Prospectus. See "WHERE YOU CAN FIND MORE INFORMATION" on page 38 of this
Prospectus.

Year Ended January 31,
---------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Statement of Operations Data: (in thousands, except for per-share
data)
Net Revenues........................ $6,410 $5,017 $3,822 $2,601 $1,772
Cost of Revenues.................... 4,995 3,422 2,355 1,385 1,012
Operating Expenses.................. 1,501 1,215 1,071 912 599
Net Income (loss)................... (121) 373 664 294 157
Net income (loss) per share......... (.003) .009 .016 .007 .004

As of January 31,
---------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Balance Sheet Data: (in thousands, except for per-share
data)
Total assets........................ $3,613 $2,805 $2,034 $1,361 $341
Long-term debt...................... 1,033 714 393 235 102
Stockholders' equity................ 1,131 1,252 880 215 (162)
Cash dividends declared per
common share........................ 0 0 0 0 0

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<PAGE>

RISK FACTORS

An investment in the common stock offered hereby is speculative and
involves a high degree of risk. Prior to making an investment decision, you
should carefully consider each of the following risk factors, together with
other information set forth elsewhere in the Prospectus.

OUR PROFITABILITY IS SUBSTANTIALLY DEPENDENT UPON OUR ABILITY TO IMPOSE
SURCHARGE FEES ON CASH WITHDRAWALS FROM ATMS.

In April 1996, national debt and credit card organizations changed the
rules applicable to their members, including us, to permit the imposition of
surcharge fees on cash withdrawals from ATMs. Since that time, we have earned an
increasing percentage of our revenues from surcharge fees on cash withdrawals.
Surcharge fees made up 66% of our revenues for the fiscal year ended January 31,
2000. Since 1996, there have been efforts in a number of jurisdictions to place
restrictions on the ability of banks and ATM companies to charge surcharge fees
on cash withdrawals from ATMs. Any changes in laws or card association rules
that would materially limit our ability to impose surcharge fees would have a
material adverse effect on our business, results of operations and financial
condition. See "OUR BUSINESS - Regulatory Matters."

WE HAVE LIMITED WORKING CAPITAL AND MAY ENCOUNTER FUTURE LIQUIDITY PROBLEMS.

We have historically had limited working capital. We had a working capital
deficit of $537,192 at January 31, 2000, compared to a working capital deficit
of $145,914 at January 31, 1999. The ratio of current assets to current
liabilities was .63 at January 31, 2000 compared to .83 at January 31, 1999. If
we receive the maximum amount of proceeds to be raised in the rights offering,
our liquidity will be improved. However, as described below, we require a
substantial amount of cash to maintain our ATM network. Our limit working
capital restricts our ability to expand our ATM network. In addition, as a
result of our limited working capital, we are more vulnerable to adverse changes
in general economic conditions, economic conditions in our industry and in the
credit markets. Also, we suffer a competitive disadvantage against competitors
with greater capital resources. There can be no assurance that we will not
encounter capital resource and liquidity problems in the future. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources."

WE ARE HIGHLY DEPENDENT UPON CONTINUED FINANCING FROM LENDERS AND VAULT CASH
PROVIDERS TO PROVIDE THE CASH NECESSARY TO OPERATE AND EXPAND OUR ATM NETWORK.

We require a substantial amount of cash to operate and expand our ATM
network. In addition to funds necessary to acquire ATMs, we require a
substantial amount of funds to provide vault cash for the ATMs that we own in
our network. At January 31, 2000, we were using vault cash in the amount of
approximately $9,200,000 in the 369 ATMs that we owned on that date. As of
January 31, 2000, our affiliate, Universal Funding Corporation, was providing
approximately $3,600,000 in vault cash to these ATMs and we were "renting" vault
cash from commercial banks in the amount of $5,600,000 for these ATMs. Many of
our existing arrangements for vault cash require us to satisfy certain
conditions on an ongoing basis and may

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<PAGE>

be terminated by the vault cash provider under certain circumstances. If any of
our existing financing arrangements are terminated or if we seek additional
funding to expand our ATM network, additional financing may not be available
when needed or may not be available on acceptable terms. In that event, our
ability to maintain and expand our ATM network may be adversely affected.
The loss of one or more sources of vault cash funding could have a material
adverse effect on our business, results of operations and financial condition.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources."

WE ARE SUBJECT TO INCREASING COMPETITION.

Since April 1996, when national debt and credit card organizations changed
rules applicable to their members to permit the imposition of surcharge fees on
cash withdrawals, we have experienced increased competition, both from existing
ATM network operators and from new companies entering the industry. Many of our
competitors have substantially greater financial, marketing and sales resources
than we do. There can be no assurance that we will be able to compete
successfully with many of these competitors. A continued increase in competition
could adversely affect our margins and may have a material adverse effect on our
financial condition and results of operations. See "OUR BUSINESS Competition."

WE FACE A NUMBER OF OBSTACLES IN EXPANDING OUR ATM NETWORK.

Our ability to expand our ATM network and to install ATM machines in new
locations is subject to a number of risks and uncertainties, including having
adequate financial resources, locating attractive ATM sites, negotiating
reasonable leases for such sites, contracting for armored security services for
deliveries of vault cash to ATMs on reasonable terms and hiring service
companies to service the sites. The increasing competition has made it more
difficult to locate attractive ATM sites and to negotiate leases for such sites
on reasonable terms. There can be no assurance that we will be able to expand
our ATM network in a cost-effective and profitable manner.

WE EARN A SIGNIFICANT PORTION OF OUR REVENUES FROM OUR RELATIONSHIP WITH TWO ATM
SITE OWNERS.

As of January 31, 2000, we had approximately 44 and 45 ATMs, respectively,
installed at the locations of two operators of combination convenience stores
and gas stations. The aggregate revenues from these companies accounted for
approximately 32% and 22% of our revenues in fiscal years 2000 and 1999,
respectively. If one or both of the relationships were terminated and we were
unable to find new locations for the ATMs, the termination could have a material
adverse effect on our business, results of operations and financial condition.
See "OUR BUSINESS - Our Network."

THE INCREASING USE OF DEBIT CARDS BY CONSUMERS MAY REDUCE THEIR USE OF ATMS IN
OUR NETWORK AND ADVERSELY AFFECT OUR BUSINESS.

The use of debit cards by consumers has been growing. Consumers use debit
cards to make purchases from merchants, with the amount of the purchase
automatically deducted from

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<PAGE>

the consumers' checking accounts. An increasing number of merchants are
accepting debit cards as a method of payment, and are also permitting
consumers to use the debit cards to obtain cash. The increasing use of
debit cards to obtain cash may reduce the number of cash withdrawals from
our ATMs, and may adversely affect our revenues from surcharge fees. A continued
increased in the use and acceptance of debit cards could have a material adverse
effect on our business, results of operations and financial condition.

WE ARE DEPENDENT ON THE SERVICES OF KEY MANAGEMENT AND TECHNICAL PERSONNEL.

We are highly dependent upon the services of our senior management and
technical personnel for the management of our business and the operation of our
ATM network. We maintain our own "switch" which links in a compatible manner
ATMs in our network, our processing center and similar processing or transaction
authorization centers operated by card issuers and card organizations. The
continued maintenance and operation of the processing center and switch requires
the services of key technical personnel. There is intense competition for the
type of qualified personnel that we require, and there can be no assurance that
we will be able to continue to attract and retain the personnel necessary for
the continued development and operation of our network. The loss of, or the
failure to recruit, such technical and managerial personnel on reasonable terms
could have a material adverse effect on our business, results of operations and
financial condition.

THERE IS CURRENTLY NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK.

Currently, the common stock is not traded on any national exchange. However, the
common stock is eligible to be traded in the over-the-counter market, both on
the OTC Bulletin Board and in the "pink sheets". We are not aware of any public
trades in the common stock, although some trading may have occurred. As a
result, you may find it difficult to dispose of, or to obtain accurate
quotations as to the price of, the common stock. You may have to bear the
financial risks of the investment in shares of common stock for an indefinite
period of time. See "MARKET FOR COMMON STOCK AND DIVIDEND POLICY."

THE SUBSCRIPTION PRICE IS NOT BASED UPON A MARKET OR INDEPENDENT VALUATION OF
THE COMMON STOCK.

As described above, there has been no public market for the common stock.
The board of directors did not obtain an independent valuation of the common
stock in determining the subscription price. See "DETERMINATION OF SUBSCRIPTION
PRICE."

THE BOARD OF DIRECTORS HAS BROAD DISCRETION IN USING THE PROCEEDS OF THE RIGHTS
OFFERING.

All of the net proceeds from the rights offering will be available for
working capital and general corporate purposes. Accordingly, the board of
directors and management will have broad discretion as to the use of such
proceeds. See "USE OF PROCEEDS."

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<PAGE>

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not anticipate that we will pay dividends in the foreseeable
future. We intend to retain future earnings, if any, to provide funds for the
growth and development of our business. See "MARKET FOR COMMON STOCK AND
DIVIDEND POLICY."

OUR DIRECTORS AND EXECUTIVE OFFICERS OWN A SUBSTANTIAL PERCENTAGE OF OUR COMMON
STOCK.

Our directors and executive officers beneficially own a total of
13,960,703 shares, or 35.5%, of the outstanding common stock. The directors and
executive officers have advised us that they currently intend to acquire in the
aggregate up to approximately sixty percent (60%) of the shares of common stock
offered in the rights offering, to the extent such shares are available. If all
of the directors and executive officers are able to acquire and do acquire all
of the shares of common stock that they intend to acquire in the rights
offering, and no other shares are acquired by other shareholders in the rights
offering, the percentage ownership of the common stock by the directors and
executive officers would increase from 35.5% to 59.7%. See "SECURITY OWNERSHIP
OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT."

To the extent that the voting power of the directors and executive
officers increases as a result of the rights offering, it will be more difficult
for the remaining shareholders to replace or remove the directors and executive
officers. Any increase in the voting power of the directors and executive
officers may also discourage or prevent unsolicited takeover attempts. The
rights offering may also have the effect of making a business combination
approved by the directors and executive officers easier to accomplish. The board
of directors is not aware of any attempt, or contemplated attempt, to acquire
control of us, and the rights offering would not be conducted to deter or
prevent takeovers.

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

This prospectus may include forward-looking statements. Forward-looking
statements can often be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "could," "intends,"
"plans," "estimates" or "anticipates," variations thereof or similar
expressions. Examples of forward-looking statements include, but are not limited
to:

o projections of revenues, income or loss, earnings or loss per share,
capital expenditures, the payment or non-payment of dividends, capital
structure and other financial items,

o statements of plans and objectives of our management or board of
directors, including plans or objectives relating to our products or
services,

o statements of future economic performance, and

o statements of assumptions underlying these statements.

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<PAGE>

Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. Our future results
of operations, financial condition and business operations may differ materially
from those expressed in these forward-looking statements. Investors are
cautioned not to put undue reliance on any forward-looking statement.

Among the factors that could cause actual results to differ materially
from those discussed in the forward-looking statements are the following:

o Our ability to form new strategic relationships and maintain existing
relationships with issuers of credit cards and national and regional
card organizations;

o Our ability to keep our ATMs at existing locations at reasonable rental
rates and to place additional ATMs in preferred locations at reasonable
rental rates;

o Our ability to maintain our ATMs and information systems technology
without significant system failures or breakdowns;

o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation, for which we do not maintain insurance;

o Changes in general economic conditions.

We have described under "Risk Factors" additional factors that could cause
actual results to be materially different from those described in the
forward-looking statements. Other factors that we have not identified in this
document could also have this effect.

All forward-looking statements made in this Prospectus are made as of the
date of this Prospectus. We may not publicly update or correct any of these
forward-looking statements in the future.

USE OF PROCEEDS

Assuming full exercise of the rights, we anticipate that the cash proceeds
from the sale of the shares of common stock offered in the rights offering,
before payment of fees and expenses, will be approximately $_______. This
offering is not conditioned upon any minimum level of exercise of the rights,
and there can be no assurance that we will raise any proceeds from the offering.
However, our directors and executive officers, have advised us that they
currently intend to acquire in the aggregate up to approximately sixty percent
(60%) of the shares of common stock offered in the rights offering, to the
extent such shares are available. All of the directors and executive officers
reserve the right to subscribe for more or less than such number of shares of
common stock.

We expect that such proceeds will be used primarily to provide needed
working capital for general corporate purposes. These general corporate purposes
include funding the continued operation and expansion of our ATM network and
improving our ability to access credit for future working capital needs. We
anticipate using the proceeds of the rights offering as follows:

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<PAGE>

General Corporate Purposes $_________
Offering Expenses (1) $ 34,065

Total $_________

(1) Includes registration, legal and accounting fees, printing expenses and
other miscellaneous fees and expenses.

MARKET FOR COMMON STOCK
AND DIVIDEND POLICY

Currently, the common stock is not traded on any national exchange. The common
stock is eligible to be traded in the over-the-counter market, both on the OTC
Bulletin Board and in the "pink sheets". We are not aware of any public trades
in the common stock, although some trading may have occurred.

On January 31, 2000, there were 1,401 record holders of our common stock.

We have not declared or paid any dividends for many years. We do not
anticipate that we will pay dividends in the foreseeable future. We intend to
retain future earnings, if any, to provide funds for the growth and development
of our business. Any payment of cash dividends on the common stock in the future
will be at the sole discretion of the board of directors and will depend upon
our earnings, capital expenditure requirements, financial condition and such
other factors as the board of directors deems relevant.

DETERMINATION OF SUBSCRIPTION PRICE

The common stock is not listed or traded on any national exchange. However, the
common stock is eligible for trading in the over-the-counter market. We are not
aware of any public trades in the common stock, although some trading may have
occurred. In determining the subscription price for shares in the rights
offering, the board of directors considered a number of factors, including the
intended use of proceeds of the offering, alternative financing sources
available, our book value, assets, earnings and prospects. The board of
directors did not obtain an independent valuation in determining the
subscription price. The subscription price does not indicate that the common
stock has a value of that amount or could be resold at that price. The board of
directors' determination does not constitute a recommendation to shareholders as
to the advisability of exercising rights in this offering.

THE RIGHTS OFFERING

THE RIGHTS

We are distributing rights at no cost to the holders of record of
outstanding shares of our common stock as of the record date, which is June __,
2000.

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<PAGE>

EXPIRATION DATE

The rights will expire at 5:00 p.m., Central Daylight time, on the
expiration date, which is July __, 2000, unless otherwise extended by us for not
more than 30 days. After such time, unexercised rights will be null and void. We
will not be obligated to honor any purported exercise of rights received by us
after 5:00 p.m., Central Daylight time, on the expiration date, regardless of
when the documents relating to such exercise were sent. We will provide notice
of any extension of the expiration date through a press release.

SUBSCRIPTION PRIVILEGES

Basic Subscription Privilege. Each right includes a basic subscription
privilege, which entitles you to receive, upon payment of the subscription
price, one share of common stock. If you acquire shares in the rights offering
pursuant to your basic subscription privilege, certificates representing the
shares will be delivered to you as soon as practicable after the expiration
date.

Over-subscription Privilege. If you exercise all of your rights to
purchase common stock pursuant to your basic subscription privilege, you will
also have an over-subscription privilege to subscribe for additional shares of
common stock, if any, that are not purchased by other holders of rights under
their basic subscription privileges. If there are not enough shares available to
satisfy fully all subscriptions pursuant to the over-subscription privilege, we
will prorate the available shares of common stock among holders who exercise the
over-subscription privilege according to the number of shares purchased by each
such holder under the basic subscription privilege. In the case of rights
exercised by a nominee for a beneficial owner, the proration will be based upon
the number of shares acquired under the basic subscription privilege by the
nominee on behalf of the beneficial owner. If you acquire shares in the rights
offering pursuant to your over-subscription privilege, certificates representing
such shares will be delivered to you as soon as practicable after the expiration
date and after all pro-rations and adjustments contemplated by the terms of this
offering have been made. If you are allocated less than all of the shares of
common stock that you have subscribed to purchase, the excess funds paid by you
shall be returned by mail without interest or deduction with the certificates
for shares purchased by you.

Banks, brokers and other nominee holders of rights who exercise the basic
subscription privilege or the over-subscription privilege on behalf of
beneficial owners of rights will be required to certify to us as to (1) the
number of rights beneficially owned by each beneficial owner of rights on whose
behalf such nominee holder is acting and (2) the number of shares being
subscribed for by each such beneficial owner under the basic subscription
privilege and the over-subscription privilege.

EXERCISE OF RIGHTS

You may exercise the rights by:

(1) completing and signing the subscription form and substitute Form
W-9 contained in the rights certificate, and

(2) delivering to us the rights certificate, together with payment
in full of the subscription price, at or prior to 5:00 p.m., Central
Daylight time, on the expiration date.

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The instructions accompanying the rights certificates should be read
carefully and followed in detail.

All payments must be by check or bank draft drawn upon a U.S. bank or
postal or express money order payable to Universal Money Centers, Inc.. We will
treat payments as received by us only upon (1) clearance of any uncertified
personal check, (2) receipt by us of any certified check or bank draft upon a
U.S. bank or of any postal or express money order or (3) receipt of good funds
in the account designated by us.

The address to which the rights certificates and payment of the
subscription price should be delivered is:

By Mail, Hand or Overnight Courier:

Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
Attention: Christopher D. Greek

THE METHOD OF DELIVERY OF RIGHTS CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO US WILL BE AT YOUR ELECTION AND RISK. IF YOU SEND THE
CERTIFICATES AND PAYMENT BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IF YOU PAY BY UNCERTIFIED
PERSONAL CHECK, YOU SHALL ALLOW SUFFICIENT TIME TO ENSURE DELIVERY TO US AND
CLEARANCE OF PAYMENT MADE BY UNCERTIFIED PERSONAL CHECK PRIOR TO 5:00 P.M.,
CENTRAL DAYLIGHT TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED PERSONAL
CHECKS MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR, YOU ARE STRONGLY URGED TO
PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK OR MONEY
ORDER.

Holders who hold shares of common stock for the account of others, such as
brokers, trustees or depositories for securities, should provide a copy of this
Prospectus to the respective beneficial owners of such shares as soon as
possible, ascertain such beneficial owners' intentions and obtain instructions
with respect to the rights. If the beneficial owner so instructs, the record
holder of such rights should complete the rights certificate and submit it to us
with the proper payment. A nominee may request any rights certificate held by it
to be split into such smaller denominations as it wishes, provided that the
rights certificate is received by us, properly endorsed, no later than the
expiration date.

We will determine all questions concerning the timeliness, validity, form
and eligibility of any exercise of rights, and our determinations will be final
and binding. We reserve the right in our sole discretion to waive any defect or
irregularity, or to permit a defect or irregularity to be corrected within such
time as we may determine, or reject the purported exercise of any rights. We
will not consider subscriptions to have been received or accepted until all
irregularities have been waived or cured within such time as we determine in our
sole discretion. We reserve the right to reject any subscription that is not
properly submitted or if the acceptance of such subscription would, in the
opinion of our counsel, be unlawful. We are under no duty to give notification
of any defect or irregularity in connection with the submission of rights
certificates and shall incur no liability for failure to give such notification.

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You should direct any questions or requests for assistance concerning the
method of exercising rights or requests for additional copies of this prospectus
and related materials to us at 6800 Squibb Road, Mission, Kansas 66202,
telephone number (913) 831-2055, Attention: Christopher D. Greek.

NO REVOCATION

Once you have exercised the basic subscription privilege and/or the
over-subscription privilege, you may not revoke the exercise.

NO TRANSFER OF RIGHTS

All rights received by you in the rights offering are non-transferable.

OTHER MATTERS

This offering is not being made in any state or other jurisdiction in
which it is unlawful to do so, nor are we selling or accepting any offers to
purchase any shares of common stock from rights holders who are residents of any
such state or other jurisdiction. We may delay the commencement of this offering
in certain states or other jurisdictions in order to comply with the securities
law requirements of such states or other jurisdictions. It is not anticipated
that there will be any changes in the terms of this offering. We reserve the
right to decline to make modifications to the terms of the offering requested by
certain states or other jurisdictions, in which event rights holders resident in
those states or jurisdictions will not be eligible to participate in this
offering.

FEDERAL INCOME TAX CONSEQUENCES

The following summary sets forth the material United States federal income
tax consequences of the receipt, ownership, exercise and disposition of the
rights to United States holders of common stock under present law. This summary
is based on the Internal Revenue Code of 1986, as amended, administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations as of the date of this prospectus. This summary does not discuss all
aspects of United States federal income taxation that may be relevant to a
particular investor or to certain types of investors subject to special
treatment under the United States federal income tax laws. This summary does not
discuss any aspect of state, local or foreign income or other tax laws.

THE FOLLOWING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. YOU ARE
URGED TO CONSULT WITH YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES
OF THE RIGHTS OFFERING ON YOUR OWN PARTICULAR TAX SITUATION, INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

Issuance of Rights. Holders of common stock will not recognize taxable
income in connection with the receipt of the rights.

Basis and Holding Period of Rights. Except as provided in the following
sentence, the basis of the rights received by a shareholder will be zero. If
either (1) the fair market value of the rights on the date of the issuance of
the rights is 15% or more of the fair market value of the common stock with
respect to which they are received or (2) the shareholder elects, in his or her
federal income tax return for the taxable year in which the rights are received,
to allocate part of

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<PAGE>

the basis of such previously held common stock to the rights, then upon
exercise of the rights, the shareholder's basis in such previously held
common stock will be allocated between such common stock and the
rights in proportion to the fair market values of each on the date of issuance
of the rights. The holding period of a shareholder with respect to the rights
will include the shareholder's holding period for such common stock with respect
to which the rights were issued.

Lapse of Rights. Shareholders who allow the rights received by them to
lapse will not recognize any gain or loss, and no adjustment will be made to the
basis of the common stock, if any, owned by such holders of the rights.

Exercise of the Rights; Basis and Holding Period of Common Stock. Holders
of rights will not recognize any gain or loss upon the exercise of such rights.
The basis of the common stock acquired through exercise of the rights will be
equal to the sum of the subscription price paid and the rights holder's basis in
such rights, if any as described above. The holding period for the common stock
acquired through exercise of the rights will begin on the date the rights are
exercised.

SHARES ELIGIBLE FOR FUTURE SALE

As of June __, 2000, there were 39,293,069 shares of common stock
outstanding and no options or warrants to purchase common stock or securities
convertible into common stock outstanding. We will issue an additional
39,293,069 shares in the rights offering, assuming exercise of all of the
rights. Following the completion of the rights offering, all of the outstanding
shares, including the shares sold in the rights offering, may be traded without
restriction or further registration under the Securities Act of 1933, as
amended, except any shares held by "affiliates" of ours, as that term is defined
in Rule 144 under the Securities Act of 1933, as amended. Shares held by
affiliates may generally only be sold in compliance with the limitations of Rule
144 described below. Other than shares to be offered in the rights offering, we
are not currently proposing to publicly offer any shares of common stock.

In general, under Rule 144 as currently in effect, an affiliate is
entitled to sell, within any three-month period, a number of shares that does
not exceed one percent of the then outstanding shares of common stock
(approximately 785,861 shares immediately after the rights offering, assuming
all rights are exercised). Sales under Rule 144 are also subject to certain
limitations on manner of sale, notice requirements, and availability of current
public information about the issuer.

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

Our revenues are principally derived from two types of fees, which we
charge for processing transactions on our ATM network. We receive an interchange
fee from the issuer of the credit or debit card for processing a transaction
when a cardholder uses an ATM in our network. In addition, in most cases we
receive a surcharge fee from the cardholder when the cardholder makes a cash
withdrawal from an ATM in our network.

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Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in our
network. The maximum amount of the interchange fees is established by the
national and regional card organizations and credit card issuers with whom we
have a relationship. We (or our affiliate, Universal Funding Corporation)
receive the full interchange fee for transactions on ATMs that we own, but
sometimes we rebate a portion of the fee to the owner of the ATM location under
the applicable lease for the ATM site. We also receive the full interchange fee
for transactions on ATMs owned by banks or third party vendors included within
our network, but we rebate a portion of each fee to the bank or third party
vendor based upon negotiations between us. The interchange fees received by us
vary from network to network and to some extent from issuer to issuer, but
generally range from $0.35 to $0.75 per cash withdrawal. Interchange fees for
balance inquiries, account transfers and denied transactions are generally
substantially less than fees for cash withdrawals. The interchange fees received
by us from the card issuer are independent of the service fees charged by the
card issuer to the cardholder in connection with ATM transactions. Service fees
charged by card issuers to cardholders in connection with transactions through
our network range from zero to as much as $2.50 per transaction. We do not
receive any portion of these service fees.

In most markets we impose a surcharge fee for cash withdrawals. We
expanded our practice of imposing surcharge fees in April 1996 when national
debt and credit card organizations changed rules applicable to their members to
permit these fees. Surcharge fees have become a substantial additional source of
revenue for us and other ATM network operators. The surcharge fee for ATMs in
our network owned by or located in banks ranges between $0.50 and $1.50 per
withdrawal. The surcharge fee for other ATMs in our network ranges between $0.50
and $2.50 per withdrawal. We receive the full surcharge fee for cash withdrawal
transactions on ATMs that we own, but sometimes we rebate a portion of the fee
to the owner of the ATM location under the applicable lease for the ATM site. We
also receive the full surcharge fee for cash withdrawal transactions on ATMs
owned by banks and third party vendors included within our network, but we
rebate a portion of each fee to the bank or third party vendor based upon a
variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.

In addition to revenues derived from interchange and surcharge fees, we
also derive revenues from providing network management services to banks and
third parties owning ATMs included in our ATM network. These services include 24
hour transaction processing, monitoring and notification of ATM status and cash
condition, notification of ATM service interruptions, in some cases, dispatch of
field service personnel for necessary service calls and cash settlement and
reporting services. The fees for these services are paid by the owners of the
ATMs.

Interchange fees are credited to us by networks and credit card issuers on
a daily or monthly basis, depending upon the party. Surcharge fees are charged
to the cardholder and credited to us by networks and credit card issuers on a
daily basis. We periodically rebate the portion of these fees owed to ATM owners
and owners of ATM locations. Fees for network management services are generally
paid to us on a monthly basis.

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COMPARISON OF RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JANUARY 31, 2000
AND 1999.

Revenues. Our total revenues increased to $6,409,716 for the fiscal year
ended January 31, 2000 ("fiscal 2000") from $5,016,828 for the fiscal year ended
January 31, 1999 ("fiscal 1999"). This increase is primarily attributable to an
increase in the number of ATMs in our network on which we imposed surcharge fees
for cash withdrawals to 571 in fiscal 2000 from 373 in fiscal 1999. Surcharge
fees increased to $4,228,151 or 66% of total revenues in fiscal 2000 from
$3,035,059 or 60.5% of total revenues in fiscal 1999. The increase in revenues
is also partially due to an increase in the number of ATMs in our network to 575
in fiscal 2000 from 396 in fiscal 1999. The increase in the number of ATMs
resulted in an increase in the number of transactions processed on ATMs in our
network. Revenues derived from interchange fees increased to $1,464,141 in
fiscal 2000 from $981,667 in fiscal 1999. Revenues received from Universal
Funding under the Management Agreement between Universal Funding and us
decreased to $32,972 in fiscal 2000 from $541,380 in fiscal 1999. See the
discussion below under "--Revenues from Universal Funding." Our revenues from
network services provided to banks and third parties increased to $684,452 in
fiscal 2000 from $458,722 in fiscal 1999.

Revenues from Universal Funding. We have a relationship with our
affiliate, Universal Funding Corporation, under which Universal Funding provides
vault cash for certain ATMs owned by us. At the request of Universal Funding, we
lease all of these ATMs to Universal Funding so that it may protect its vault
cash in the ATMs. At January 31, 2000 and 1999, Universal Funding had vault cash
located in approximately 249 and 242 ATMs, respectively, owned by us.

We derive management fees from Universal Funding pursuant to a Management
Agreement between Universal Funding and us. Under the Management Agreement,
Universal Funding receives all interchange fees for transactions processed on
ATMs owned by us for which Universal Funding provides vault cash. In exchange
for "driving" the ATMs leased to Universal Funding and providing accounting,
maintenance and communication services, we receive a management fee equal to
Universal Funding's "net income." Universal Funding's "net income" is defined in
the Management Agreement as revenues from interchange fees, less armored
security charges, interest expense on funds borrowed to provide vault cash, ATM
location expenses, debt service related to the purchase of the ATMs, taxes or
insurance on ATMs, and a monthly payment to each of Universal Funding's
shareholders representing a return on their equity investment in Universal
Funding.

The revenues received by us from Universal Funding under the Management
Agreement were $32,972 in fiscal 2000, equal to Universal Funding's "net income"
under the Management Agreement for the same period. Universal Funding's "net
income" of $32,972 consisted of $1,140,542 in revenues from interchange fees
earned by Universal Funding, less Universal Funding's expenses in the amount of
$1,082,676 and Universal Funding's return on equity payment to shareholders of
Universal Funding in the amount of $24,894. Pursuant to the Management
Agreement, Universal Funding's expenses for purposes of computing its "net
income" did not include Universal Funding's depreciation, amortization and bad
debt expenses, which were $1,173 for the respective period. The revenues
received by us from Universal Funding under the Management Agreement were
$541,380 in fiscal 1999, equal to Universal

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Funding's "net income" under the Management Agreement for the same period.
Universal Funding's "net income" of $541,380 consisted of $1,254,735
in revenues from interchange fees earned by Universal Funding,
less Universal Funding's expenses in the amount of $688,461 and Universal
Funding's return on equity payment to shareholders of Universal
Funding in the amount of $24,894. Pursuant to the Management Agreement,
Universal Funding's expenses for purposes of computing its "net income" did not
include Universal Funding's depreciation, amortization and bad debt expenses,
which were $2,345 for the respective period.

The revenues earned by Universal Funding from interchange fees declined in
fiscal 2000 from fiscal 1999, as a result of fewer interchange transactions on
ATMs for which Universal Funding provided vault cash. The number of transactions
decreased despite the fact that Universal Funding provided vault cash for a
greater number of ATMs in fiscal 2000. The number of transactions decreased
principally because a greater number of our ATMs charged surcharge fees in
fiscal 2000. The imposition of surcharge fees on cash withdrawals from an ATM
generally causes a decrease in use of the ATM for transactions for which
interchange fees are charged. The increase in Universal Funding's expenses from
fiscal 1999 to fiscal 2000 was caused principally by higher outstanding balances
on borrowings by Universal Funding and higher armored security charges.
Universal Funding placed substantially higher amounts of vault cash in ATMs in
fiscal 2000 because of concerns that Year 2000 issues would substantially
increase demand for cash from ATMs and because the amounts placed in the ATMs in
prior years were low due to limited financial resources.

Cost of Revenues. Our total cost of revenues increased to $4,994,709 in
fiscal 2000 from $3,422,417 in fiscal 1999. The principal components of cost of
revenues are salaries, telecommunication services and transaction processing
charges, interchange and surcharge rebates, ATM site rentals, maintenance and
repairs, and depreciation and amortization. This increase is partially due to an
increase in interchange and surcharge rebates paid to banks and third party
owners of ATMs included in our ATM network and to ATM site owners. These rebates
increased to $2,197,500 in fiscal 2000 from $1,774,687 in fiscal 1999. In recent
years, as a result of increased competition, rebates paid to banks and third
party owners of ATMs included in our ATM network and to ATM site owners have
increased at a higher rate than revenues have increased. The increase in cost of
revenues is also attributable to costs incurred in connection with the placement
of ATMs in Kmart stores in fiscal 2000. On October 31, 1999, we entered into a
placement arrangement with Kmart Corporation, under which we agreed to place
ATMs in 147 Kmart stores in Michigan, Minnesota, Illinois and Wisconsin. See
"-Trends" and "OUR BUSINESS - Recent Developments in Our Business." The increase
in cost of revenues is also attributable to increased depreciation associated
with the larger number of ATMs owned by us and increased telecommunications
expenses and vault cash fees associated with the larger number of ATMs in our
network.

Gross Margin. Gross profit as a percentage of revenues was 22.1% in fiscal
2000 and 31.8% in fiscal 1999. The decrease in fiscal 2000 was caused by a
number of factors, including lower revenues from Funding, increased interchange
and surcharge rebates (due to increased competition), increased depreciation
expense resulting from the purchase of new ATMs, costs incurred in connection
with the placement of ATMs in Kmart stores and increased personnel

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expense and telecommunications charges and vault cash fees resulting from
growth in the ATM network.

Operating Expenses. Our total operating expenses increased to $1,500,798
in fiscal 2000 from $1,215,100 in fiscal 1999. The principal components of
operating expenses are professional fees, administrative salaries and benefits,
consulting fees, occupancy costs, sales and marketing expenses and
administrative expenses. This increase is principally attributable to increased
professional fees incurred in connection with our efforts to resume filing
periodic reports with the Securities and Exchange Commission.

Other Income (Expense). Through our subsidiary, EFT, we extend short-term
loans to Universal Funding, which uses the proceeds as vault cash in the ATMs
owned by us. These loans generally have a term of one month and bear interest at
12% per annum. Interest income primarily represents the interest paid by
Universal Funding to us on the outstanding balance of these loans. Interest
income increased to $73,195 in fiscal 2000 from $34,481 in fiscal 1999 as a
result of higher average outstanding balances.

Interest Expense. Interest expense increased to $106,152 in fiscal 2000
from $101,122 in fiscal 1999. This increase was attributable to increased
capital lease obligations and notes payable related to the acquisition of
additional ATMs.

Net Income or Loss before Taxes. We had a net loss before taxes of
$120,723 during the fiscal year ended January 31, 2000 compared to net income
before taxes of $312,670 during the fiscal year ended January 31, 1999 as a
result of the factors discussed above.

Income Taxes. We paid no income taxes in fiscal 2000 as a result of the
net loss. We paid no income taxes in fiscal 1999, utilizing operating loss
carryforwards to reduce taxable income to zero. In addition, we recorded a
deferred tax credit of $60,000 at January 31, 1999, which is primarily a result
of operating loss carryforwards which management believes are more likely than
not to be realized prior to their expiration between 2005 and 2015. Realization
is dependent on generating sufficient future taxable income to absorb the
carryforwards. The amount of the deferred tax credits considered realizable
could be increased or reduced in the near term if estimates of future taxable
income during the carryforward period change. As of January 31, 2000, we had
approximately $112,000 of tax credits available to offset future federal income
taxes. These credits expire between 2001 and 2002. We also have unused operating
loss carryforwards of approximately $1,900,000, which expire between 2005 and
2020.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2000, we had a working capital deficit of $537,192,
compared to a working capital deficit of $145,914 at January 31, 1999. The ratio
of current assets to current liabilities fell to .63 at January 31, 2000 from
.83 at January 31, 1999. The increase in the working capital deficit and
decrease in the ratio of current assets to current liabilities was due mainly to
the net loss we incurred and to additional capital lease obligations and
accounts payable relating to the expansion of our ATM network.

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We have funded our operations and capital expenditures from cash flow
generated by operations, capital leases and borrowings from lenders. Net cash
provided by operating activities was $850,355 and $682,095 in fiscal 2000 and
fiscal 1999, respectively. Net cash provided by operating activities in fiscal
2000 consisted primarily of depreciation of $568,494 and an increase in accounts
payable and accrued expenses of $450,835, partially offset by the net loss of
$120,723 and an increase in accounts receivable of $41,661. The cash provided by
operating activities in fiscal 2000 and fiscal 1999 allowed us to purchase plant
and equipment (principally ATMs) totaling $410,404 and $368,816 in fiscal 2000
and fiscal 1999, respectively. In addition, we utilized cash provided by
operating activities in fiscal 2000 to loan $650,300 to our affiliate, Universal
Funding Corporation, to provide vault cash for our ATMs. We also utilized cash
provided by operating activities in fiscal 2000 to make principal payments on
long-term debt and capital lease obligations due in fiscal 2000. We had cash and
cash equivalents of $118,991 at January 31, 2000, compared to cash and cash
equivalents of $601,922 at January 31, 1999.

Non-cash items for fiscal 2000 and fiscal 1999 include purchases of ATMs
acquired under capital leases of approximately $750,210 and $517,739,
respectively, during the applicable fiscal year. We anticipate that our capital
expenditures for fiscal 2001 will total approximately $1,000,000, primarily for
the acquisition of ATMs and related ATM installation costs. We lease 190 of our
ATMs under capital lease agreements that expire between 2000 and 2004 and
provide for lease payments at interest rates up to 10.5% per annum. See Note 4
to the Consolidated Financial Statements.

Much of our cash requirements relate to the need for vault cash for ATMs
owned by us. Universal Funding currently provides vault cash for a majority of
these ATMs. At January 31, 2000, Universal Funding had vault cash of
approximately $3,600,000 located in approximately 249 ATMs owned by us.
Universal Funding borrows the money that it provides as vault cash for our ATMs.
The loans generally have a term of 30 days and typically are rolled over at
maturity. Through our subsidiary EFT, we loan funds to Universal Funding for
vault cash to the extent that Universal Funding cannot obtain financing on
reasonable terms from other sources and to the extent that we have cash
available to lend to Universal Funding. The outstanding balance of the loans
from EFT to Universal Funding at January 31, 2000 was $650,300. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS - Universal Funding Corporation." In June
1999, we entered into a vault cash arrangement with Tehama Bank under which we
could obtain up to $3,000,000 in vault cash. As of January 31, 2000, we were
renting approximately $2,000,000 under the Tehama Bank arrangement. The Tehama
Bank arrangement has a one-year term, may be terminated by Tehama Bank at any
time upon 60 days notice and may be terminated by Tehama Bank upon breach by us
and upon the occurrence of certain other events. In October 1999, we entered
into an arrangement with Charter Bank allowing us to obtain up to $5,000,000 in
vault cash, of which $3,600,000 was outstanding as of January 31, 2000. The
Charter Bank arrangement has a term of three years and may be terminated by
Charter Bank upon breach by us and upon the occurrence of certain other events.
In November 1999, we entered into a vault cash arrangement with Humboldt Bank
under which we could obtain up to $1,000,000 in vault cash. We had not obtained
funds under the arrangement with Humboldt Bank as of January 31, 2000. The
Humboldt Bank arrangement has a term of one year and may be terminated by
Humboldt Bank upon breach by us and upon the occurrence of certain other events.
Under each arrangement, we are required to pay a monthly service fee on the
outstanding

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amount equal to the prime rate of interest, plus a specified percentage, and
must pay monthly "bank" and insurance fees.

Management believes that the anticipated cash flow from operations will
provide the capital resources necessary to meet our current working capital
needs and existing capital expenditure obligations. We expect that our capital
expenditures will increase in the future to the extent that we are able to
pursue our strategy of expanding our network and increasing the number of
installed ATMs. Expansion requires funds for purchase or lease of additional
ATMs and for use as vault cash in the ATMs. These increased expenditures are
expected to be funded from cash flow from operations, proceeds from the rights
offering, if any, capital leases and additional borrowings, to the extent
financing is available. There can be no assurance that we will be able to obtain
financing under a credit facility on terms that are acceptable to us or at all.
If any of our existing financing arrangements are terminated or if we seek
additional funding to expand our ATM network, additional financing may not be
available when needed or may not be available on acceptable terms. In that
event, our ability to maintain and expand our ATM network may be adversely
affected. The loss of one or more sources of vault cash funding could have a
material adverse effect on our business, results of operations and financial
condition.

IMPACT OF INFLATION AND CHANGING PRICES

While subject to inflation, we were not impacted by inflation during the
past two fiscal years in any material respect.

TRENDS

The following is a description of certain trends, events and uncertainties
that may affect our future financial results. Due to the potential for change in
factors associated with our business, it is impossible to predict or quantify
future changes in our business, results of operations and financial condition.
See "CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS."

We have been required to pay higher interchange and surcharge rebates to
certain ATM site owners and owners of ATMs in our network, as a result of
increased competition in the industry. Management believes that rebates may
continue to increase during fiscal 2001 due to competitive pressures. A
continuation of this trend could have a material impact on our results of
operations.

The amount of surcharge fee most commonly charged in the industry for
withdrawal transactions has recently increased from $1.00 per transaction to
$1.50 per transaction in certain markets. We have initiated the higher surcharge
fees in certain, but not all, of our markets.

The use of debit cards by consumers has been growing. Consumers use debit
cards to make purchases from merchants, with the amount of the purchase
automatically deducted from the

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consumers' checking accounts. An increasing number of merchants are
accepting debit cards as a method of payment, and are also permitting consumers
to use the debit cards to obtain cash. The increasing use of debit cards to
obtain cash may reduce the number of cash withdrawals from our ATMs, and may
adversely affect our revenues from surcharge fees. A continued increased in the
use and acceptance of debit cards could have a material adverse effect on our
business, results of operations and financial condition.

On October 31, 1999, we entered into a placement arrangement with Kmart
Corporation, under which we agreed to place ATMs in 147 Kmart stores in
Michigan, Minnesota, Illinois and Wisconsin. On February 1, 2000, we gave notice
to Kmart Corporation that we were terminating the placement of 89 ATMs effective
March 2, 2000, because these ATMs did not meet specified usage levels. 63 of
these ATMs were owned by Advanced Financial Systems, L.L.C. Advanced Financial
Systems has not paid us any amounts owed for ATM management services provided to
Advanced Financial prior to the termination of the placement of the ATMs. We
increased our allowance for doubtful accounts by $45,000 in fiscal 2000 in
connection with the default by Advanced Financial Systems. See "OUR BUSINESS
Recent Developments in our Business."

FUTURE CHANGES IN ACCOUNTING PRINCIPLES

The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). This statement, as amended by SFAS No. 137,
requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement is effective for the Company's fiscal year
ending January 31, 2001. Because the Company generally does not hold derivative
instruments, the adoption of this statement is not expected to have a material
impact on the financial statements.

OUR BUSINESS
OVERVIEW

To promote usage of ATMs in our network, we have relationships with
national and regional card organizations (also referred to as networks) which
enable the holder of a card issued by one member of the organization to use an
ATM operated by another member of the organization to process a transaction. We
have relationships with Cirrus and Plus, the two principal national card
organizations, and Star, the dominant card organization in its markets, all

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of whose members are banks and ATM network operators and other companies
sponsored by member banks. We also have relationships with major credit card
issuers such as Visa, MasterCard and Discover which enable the holder of a
credit card to use ATMs in our network to process a transaction.

We have also begun to earn revenues for processing debit card transactions
for our bank customers. Consumers use debit cards to make purchases from
merchants, with the amount of the purchase automatically deducted from their
checking accounts. We earn a small surcharge for each debit card transaction
processed by us for our bank customers. We do not earn a fee for transactions
processed for banks that are not our customers.

RECENT DEVELOPMENTS IN OUR BUSINESS

In April 1996, national debt and credit card organizations changed the
rules applicable to their members, including us, to permit the imposition of
surcharge fees on cash withdrawals from ATMs. Our return to profitability
coincided with, and has been substantially dependent upon, the imposition of
surcharge fees. Any changes in laws or card association rules materially
limiting our ability to impose surcharge fees would have a material adverse
effect on us. See "--Regulatory Matters - Surcharge Regulation." Since April
1996, we have expanded the number of ATMs in our network and have expanded our
practice of imposing surcharge fees on cash withdrawals on ATMs.

On October 31, 1999, we entered into a placement arrangement with Kmart
Corporation, under which we agreed to place ATMs in 147 Kmart stores in
Michigan, Minnesota, Illinois and Wisconsin. We leased 58 of the ATMs to be
placed in the Kmart stores. We entered into an arrangement with Advanced
Financial Systems, L.L.C., Detroit, Michigan, under which Advanced Financial
agreed to place ATMs owned by it in 63 Kmart stores. As part of our arrangement
with Advanced Financial, we agreed to provide ATM network management services
for the 63 ATMs owned by Advanced Financial. We also entered into an arrangement
with American Technology Systems, Inc., under which American Technology agreed
to place ATMs owned by it in the remaining 26 Kmart stores. Under our
arrangement with Kmart Corporation, we had the right to terminate the placement
of ATMs in individual stores if the ATMs did not meet certain usage levels. On
February 1, 2000, we gave notice to Kmart Corporation that we were terminating
the placement of the 89 ATMs owned by Advanced

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Financial and American Technology effective March 2, 2000, because these ATMs
did not meet the specified usage levels.

As a result of improvements in our financial condition, we recommenced
filing periodic reports with the Securities and Exchange Commission on April 29,
1999. We had not filed periodic reports for several years as a result of severe
financial distress that had placed our continued survival in serious doubt.
During that period our senior management had used our limited financial
resources to attempt to keep us operating and to resolve our serious financial
problems. We have continued to file periodic reports with the Securities and
Exchange Commission since April 29, 1999.

OUR NETWORK

General. ATM locations in our network are concentrated in the Kansas City
metropolitan area, including Topeka and Lawrence Kansas (approximately 172
ATMs), the St. Louis, Missouri metropolitan area (approximately 50 ATMs), the El
Paso, Texas metropolitan area (approximately 63 ATMs), and other areas in the
state of Kansas (approximately 45 ATMs). We also have 58 ATMs in K-Mart stores
in Illinois. Other ATMs are located in California, Colorado, Florida, Maryland,
New Mexico, North Carolina, Ohio, Oklahoma, and Pennsylvania.

The operation of the network involves the performance of many
complementary tasks and services, including principally:

o acquiring ATMs for us or our customers,
o selecting locations for ATMs and entering into leases for access to
those locations,
o in the case of banks and third party merchants, establishing
relationships with them for processing transactions on their ATMs,
o establishing relationships with national and regional card
organizations and credit card issuers to promote usage of ATMs in the
network,
o operating and maintaining the computer system and related software
necessary to process transactions conducted on ATMs,
o processing transactions conducted on ATMs,
o supplying ATMs with cash and monitoring cash levels for resupply, and
o managing the collection of fees generated from the operation of the
network.

ATM Locations. We believe that the profitable operation of an ATM is
largely dependent upon its location. We devote significant effort to the
selection of locations that will generate high cardholder utilization. One of
the principal factors affecting our further penetration of existing markets in
the Midwest is the availability of attractive sites. We attempt to identify
locations in areas with high pedestrian counts where people need access to cash
and where use of the ATM is convenient and secure. Management believes the
identification of locations is supported by the desire of retailers of all types
to offer their customers access to cash as an alternative to cashing checks,
which avoids the financial exposure and added overhead of cashing checks. Key
target locations for our ATMs include (i) convenience stores and combination
convenience stores and gas stations, (ii) grocery stores, (iii) major regional
and

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national retailers, (iv) hotels, (v) shopping malls, (vi) airports, (vii)
colleges, (viii) amusement parks, (ix) sports arenas, (x) theaters, and (xi)
bowling alleys.

We enter into leases for our ATM locations. The leases generally provide
for the payment to the lessor of either a portion of the fees generated by use
of the ATM or a fixed monthly rent. Most of our leases have a term of
approximately three years. We generally have the right to terminate a lease if
the ATM does not meet certain performance standards. The ATM site owner
generally has the right to terminate a lease before the end of the lease term if
we breach the lease agreement or become the debtor in a bankruptcy proceeding.

We have relationships with two operators of combination convenience stores
and gas stations for whom approximately 44 and 45 ATMs, respectively, have been
installed at their locations as of January 31, 2000. The aggregate revenues from
these companies accounted for approximately 32% and 22% of our revenues in each
of fiscal years 2000 and 1999. We believe that we have good relationships with
these companies. Nevertheless, if one or both of the relationships was
terminated and we were unable to find new locations for the ATMs, the
termination could have a material adverse effect on us. The leases for the
locations in which the ATMs have been installed expire in 2001. Each of these
leases automatically renews for successive one-year terms, unless terminated by
either party prior to the commencement of a renewal term. In addition, each site
owner has the right to terminate the respective lease before the end of the
lease term under certain circumstances.

We believe that once a cardholder establishes a habitual pattern of using
a particular ATM, the cardholder will generally continue to use that ATM unless
there are significant problems with the location, such as a machine frequently
being out of service. It is our goal to secure key real estate locations before
our competitors can do so, and become the habitual ATM location of card users in
our markets.

Typical ATM Transaction. In a typical ATM transaction processed by us, a
debit or credit cardholder inserts a credit or debit card into an ATM to
withdraw funds or obtain a balance inquiry. The transaction is routed from the
ATM to our processing center by dedicated, dial-up and wireless communication
links. Our processing center computers identify the card issuer by the bank
identification number contained within the card's magnetic strip. The
transaction is then switched to the local issuing bank or card organization (or
its designated processor) for authorization. Once the authorization is received,
the authorization message is routed back to the ATM and the transaction is
completed.

Some card issuers do not maintain on-line balance information for their
cardholders, but instead send us authorization limits on a daily basis. We store
the cardholder authorization limits on our processing center computers and
authorize transactions on behalf of the card issuer relying on this information.
We transmit records of all transactions processed in this manner to the card
issuers who then update their cardholder account records.

Authorization of ATM transactions processed on ATMs in our network is the
responsibility of the card issuer. We are not liable for dispensing cash in
error if we receive a proper authorization message from a card issuer.

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<PAGE>

Transaction Fees. Our revenues are principally derived from two types of
fees. We receive an interchange fee for processing a transaction when a
cardholder uses an ATM in our network. In addition, in most cases we receive a
surcharge fee when a cardholder makes a cash withdrawal from an ATM in our
network. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Overview."

ATM Network Management Services. We offer ATM network management services
to banks and other third party owners of ATMs included in our ATM network. These
services include 24 hour transaction processing, monitoring and notification of
ATM status and cash condition, notification of ATM service interruptions, in
some cases, dispatch of field service personnel for necessary service calls and
cash settlement and reporting services. Banks may choose whether to limit
transactions on their ATMs to cards issued by the bank or to permit acceptance
of all cards accepted on our network.

Other Services. Our network has capabilities for services in addition to
cash withdrawal and balance inquiry transactions. These include (i) the ability
to distribute financial and other products and services at a low incremental
cost, (ii) the ability to dispense postage stamps, coupons and prepaid calling
cards, (iii) the ability to provide on screen advertising, and (iv) the
provision of on-line point of sale authorization for purchases made at retail
outlets with credit and debit cards. In addition, a majority of our ATMs are
upgradable for new technologies, including computer chip "smart cards." Smart
cards are electronic debit cards that can be used to withdraw cash from ATMs and
can be "charged up" through the ATM network and then used to purchase goods from
retail locations. We are exploring the viability of these uses and may implement
additional services as markets develop.

Transaction Volumes. We monitor the number of transactions that are made
by cardholders on ATMs in our network. The transaction volumes processed on any
given ATM are affected by a number of factors, including location of the ATM,
the amount of time the ATM has been installed at that location, and market
demographics. Our experience is that the number of transactions on a newly
installed ATM is initially very low and increases for a period of three to six
months after installation as consumers become familiar with the location of the
machine. We processed a total of 10,357,731 transactions on our network in the
fiscal year ended January 31, 2000, of which 3,300,731 were surcharge
transactions. We processed a total of 8,389,752 transactions on our network in
the fiscal year ended January 31, 1999, of which 2,675,198 were surcharge
transactions.

Vault Cash. An inventory of cash ("vault cash") is maintained in each ATM
that is replenished periodically based upon cash withdrawals. Our affiliate,
Universal Funding, and commercial vault cash providers currently supply vault
cash for most of the ATMs owned by us. Certain of our ATMs are sponsored by
banks. Vault cash for these ATMs is supplied by the sponsoring bank. We do not
supply vault cash for the ATMs in our ATM network that are owned by banks and
third party vendors. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources."

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ATM NETWORK TECHNOLOGY

ATMs. Most of the ATMs in our network are manufactured by Fujitsu,
IBM/Diebold, NCR, or Triton. The wide range of advanced technology available for
new ATMs provides our customers with state-of-the-art electronics features and
reliability through sophisticated diagnostics and self-testing routines. The
different machine types can perform basic functions, such as dispensing cash and
displaying account information, as well as providing revenue opportunities for
advertising and selling products through the use of color monitor graphics,
receipt message printing and stamp and coupon dispensing. Many of our ATMs are
modular and upgradable so we may adapt them to provide additional services in
response to changing technology and consumer demand.

Our field services staff tests each ATM prior to placing it into the
network. All ATM models considered for use in our network are first tested by
the manufacturer and by independent testing laboratories. We monitor field
testing as well as live actual results in the market place. Then, if there
appears to be practical added value to us, we will start our own internal
testing and certification process. Upon successful completion of this process,
we will place the new equipment into a limited number of sites for actual
consumer use.

Processing Center. We operate a central processing center located in our
headquarters in Mission, Kansas. The processing center is connected to each ATM
in our network through dedicated, dial-up and wireless communications circuits.
The processing center is staffed 24 hours a day, seven days a week by an
experienced staff of information system specialists. The efficient operation of
our processing center is critical to the successful operation of our ATM
network.

At the processing center, we maintain a "switch" which links in a
compatible manner ATMs in our network, the processing center and similar
processing or transaction authorization centers operated by card issuers and
card organizations. The switch makes possible the electronic exchange of
information necessary to conduct transactions at ATMs in our network. The switch
consists of a Tandem computer system, telecommunications equipment, and
proprietary software developed for the operation of our network.

We lease the Tandem computer system currently used by us. Management
believes the computer system has sufficient capacity to meet any growth in
transaction volume achieved over the next three years and to permit the
development of new services being considered by us.

Although the switch translates between computers and makes routing
decisions, it does not execute the transactions. Transactions originated at ATMs
in our network are routed by the switch operated in our processing center to the
card organization and card issuer that processes the account records for the
particular cardholder's financial institution. In turn, the switch relays reply
information and messages from the computer center to the originating terminal.
The processing center also authorizes transactions executed on our network on
behalf of card issuers that do not maintain on-line balance information for
their cardholders.

To protect against power fluctuations or short-term interruptions, the
processing center has full uninterruptable power supply systems with battery
back-up. The processing center's data back-

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up systems would prevent the loss of transaction records due to power
failure and permit the orderly shutdown of the switch in an emergency. To
provide continued operation in the event of a catastrophic failure, we have an
agreement with Sungard Recovery Systems, Inc.

COMPETITION

Competitive factors in our business are network availability and response
time, price to both the card issuer and to our customers, ATM location and
access to other networks. The market for the transaction processing and payment
services industry and specifically ATM services is highly competitive. Our
principal competitors are national ATM companies that have a dominant share of
the market. These companies have greater sales, financial, production,
distribution and marketing resources than us.

We have identified the following additional categories of ATM network
operators:

Financial Institutions. Banks have been traditional deployers of
ATMs at their banking facilities. However, many banks are starting to
place ATMs in retail environments where the bank has an existing
relationship with the retailer. This may limit the availability of
locations for our ATMs.

Credit Card Processors. Several of the credit card processors have
diversified their business by taking advantage of existing relationships
with merchants to place ATMs at sites with those merchants.

Third Party Operators. This category includes data processing
companies that have historically provided ATM services to financial
institutions, but also includes small and regional network operators such
as us.

Management believes that many of the above providers deploy ATMs to
diversify their operations and that the operation of the ATM network provides a
secondary income source to a primary business.

Since April 1996, when national debt and credit card organizations changed
rules applicable to their members to permit the imposition of surcharge fees, we
have experienced increased competition, both from existing ATM network operators
and from new companies entering the industry. There can be no assurance that we
will continue to be able to compete successfully with national ATM companies. A
continued increase in competition could adversely affect our margins and may
have a material adverse effect on our financial condition and results of
operations.

EMPLOYEES

At March 31, 2000, we had 28 full time employees. None of our employees is
represented by a labor union or covered by a collective bargaining agreement. We
have not experienced work stoppages and consider our employee relations to be
good. Our business is highly automated and we outsource specialized, repetitive
functions such as cash delivery and

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security. As a result, our labor requirements for operation of the network
are relatively modest and are centered on monitoring activities to ensure
service quality and cash reconciliation and control.

REGULATORY MATTERS

Federal Banking Regulation. Because we provide transaction processing
services to banks, our procedures and operations are indirectly subject to
federal regulation by, and are monitored by, the Federal Deposit Insurance
Corporation ("FDIC"), the Office of the Comptroller of the Currency
("Comptroller") and the Federal Reserve Bank ("Fed"). The FDIC, the Comptroller
and the Fed have adopted regulations addressing many aspects of our operations,
including management, data security, computer systems and programming controls,
and electronic funds transfer procedures. The FDIC, the Comptroller and the Fed
conduct periodic examinations to ensure our compliance with these regulatory
requirements. We believe that we are in material compliance with these
regulations, and that we are taking appropriate action to respond to
recommendations made by regulatory authorities as a result of their
examinations. However, there can be no assurance that we will be able to respond
in a satisfactory manner to all matters raised from time to time by the FDIC,
the Comptroller and the Fed.

Surcharge Regulation. The imposition of surcharges is not currently
subject to federal regulation, but has been banned by several states in which we
currently have no operations. Legislation to ban surcharges has been introduced
but not enacted in many other states as a result of activities of consumer
advocacy groups that believe that surcharges are unfair to consumers. Voters in
San Francisco and Santa Monica, California voted in 1999 to bar banks from
charging fees to non-customers who use their ATMs. Similar restrictions have
been proposed by other cities. The banking industry has resisted these efforts
to impose restrictions. We are not aware of the introduction of such legislation
or the submission to voters of such referendums in any of the states or cities
in which we currently do business. Nevertheless, there can be no assurance that
surcharges will not be banned in the states where we operate, and such a ban
would have a material adverse effect on us. Most of the ATMs in our network are
located in Kansas (156 ATMs), Missouri (148 ATMs) and Texas (63 ATMs).

Network Regulations. National and regional networks have adopted extensive
regulations that are applicable to various aspects of our operations and the
operations of other ATM network operators. We believe that we are in material
compliance with these regulations and, if any deficiencies were discovered, that
we would be able to correct them before they had a material adverse impact on
our business.

POSSIBLE LEGAL CLAIM

In August 1999, an attorney representing Dave A. Windhorst, our former
President, sent us a letter claiming that we were required to issue 2,000,000
shares of common stock to Mr. Windhorst in connection with his prior employment
by us. Mr. Windhorst resigned as President in May 1999. In the letter, the
attorney claimed that the board of directors had approved the issuance to Mr.
Windhorst of 2,000,000 shares of common stock in exchange for past services by
him. The attorney threatened litigation if we did not comply with his demand. We
rejected the claim. As of the date of this Prospectus, Mr. Windhorst has not
made any further claims or

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commenced litigation against us. Mr. Windhorst's claim is based upon resolutions
adopted by the board of directors in 1998 approving the issuance of certain
shares, subject to the conditions that the issuance receive professional
legal approval and that the number of authorized shares of common stock be
increased. The proposed issuance did not receive professional legal approval.
[The number of authorized shares of common stock have not been increased,
although additional shares have become available for issuance as a result of the
reduction in the number of outstanding shares in the recent reverse stock
split.] We believe that we have meritorious defenses to Mr. Windhorst's claim.

REAL PROPERTY

Our principal executive offices and our central transaction processing
center are located in 12,851 square feet of leased space located at 6800 Squibb
Road, Shawnee Mission, Kansas. The telephone number for our principal executive
offices is 913-831-2055. We lease the facility at rates we believe were
consistent with market rates at the time the facility was leased under a lease
that expires in 2004. We believe that the facility is adequate for our needs for
the foreseeable future.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers are as follows:

Name Age Position
- ---- --- --------

David S. Bonsal 60 Chairman of the Board of Directors,
Chief Executive Officer and Director
John L. Settles 57 President
Pamela A. Glenn 38 Vice President and Corporate Secretary
Arthur M. Moglowsky 63 Director
Jeffrey M. Sperry 56 Director

The term of office of each director is one year and until his successor is
elected and qualified. Unless otherwise indicated below, each director and
executive officer has had the same principal occupation during the last five
years.

David S. Bonsal has served as our Chairman and Chief Executive Officer
since 1988. Mr. Bonsal has served as a director on our Board of Directors since
1987. Mr. Bonsal is also a principal shareholder of Universal Funding
Corporation. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

John L. Settles has served our President since June 1999. From 1998 until
he joined us, Mr. Settles served as Vice President Business Development of
DataLink Systems Corporation, San Jose, California, a wireless information
services firm with $6,000,000 in annual revenue, where he was responsible for
developing its sales channels. From 1996 to 1998, Mr. Settles was employed by
Science Applications International Corp. where he help to create and manage its
joint venture with the Venezuelan national oil company, Petroleos del Venezuela,
S.A., a

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provider of Information Technology services with annual sales of $230,000,000.
From 1994 to 1996, Mr. Settles served as the Vice President, Systems and
Client Services Group of Information Network Corp., Phoenix, Arizona,
a healthcare information systems firm with annual revenues of $10,000,000.
Mr. Settles was our President from April 1989 through October 1990 and is a
principal shareholder of Universal Funding Corporation. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS."

Pamela A. Glenn has served as Vice President since May 1995 and Corporate
Secretary since September 1995. Ms. Glenn served as a Sales Representative and
Account Manager with us from 1991 to May 1995 and held various positions with us
from 1982 to 1991.

Arthur M. Moglowsky has served during the past five years as an Attorney
and Shareholder, Bass & Moglowsky, S.C., Milwaukee, Wisconsin. Mr. Moglowsky has
served as a director on our Board of Directors since 1981.

Jeffrey M. Sperry has served since 1999 as President, CB Richard Ellis,
Albany, New York, a real estate company. Prior to 1999, Mr. Sperry served as
Executive Vice President of Robert Cohn Associates, Inc., Albany, New York, a
real estate company. Mr. Sperry has served as a director on our Board of
Directors since 1982.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our by-laws provide that we shall, to the full extent permitted and in the
manner prescribed by the laws of the State of Missouri (except for Section
351.355.6 of the Missouri General and Business Corporation Law), (i) indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Universal Money Centers, or is or was
serving at the request of Universal Money Centers as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit, or proceeding (except that we shall not
indemnify any such person against judgments, fines and amounts paid in
settlement with respect to an action by or in the right of Universal Money
Centers) and (ii) pay to such person expenses incurred in defending any such
action, suit or proceeding in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by us as authorized in the by-laws.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable.

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EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid and awarded for the years indicated to our Chief Executive
Officer and to each executive officer who received compensation in excess of
$100,000 for services rendered in all capacities to us and our subsidiaries
during our fiscal year ended January 31, 2000.

SUMMARY COMPENSATION TABLE

Annual Compensation

Name and Principal All Other
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2)
------------------ ---- --------- ---------- ------------------

David S. Bonsal, 2000 $124,500 $1,500 $4,314
Chief Executive 1999 125,000 2,500 4,620
Officer 1998 125,000 1,000 474
- ------------------------
(1) Includes bonuses received in the reported year. The payment of bonuses
is at the discretion of the board of directors.

(2) The amounts shown in this column for 2000 consist of (a) contributions
by us under our SIMPLE IRA Plan in the amount of $3,750 to the account
of Mr. Bonsal and (b) insurance premium payments by us with respect to
group term life insurance in the amount of $564 for the benefit of Mr.
Bonsal.

DIRECTOR COMPENSATION

We currently pay each non-employee director a cash fee of $750 for each
Board meeting attended in person and a cash fee of $250 for each Board meeting
attended by telephone. Directors are reimbursed for certain reasonable expenses
incurred in attending meetings. Officers do not receive any additional
compensation for serving as members of the board of directors.

We currently do not pay committee members fees for attending committee
meetings. Committee members are reimbursed for certain reasonable expenses
incurred in attending meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

UNIVERSAL FUNDING CORPORATION

We have maintained a business relationship with Universal Funding
Corporation, a Missouri corporation, since August 1989. The relationship began
in 1989 as a result of our severe financial problems. The operation of our ATM
network generally requires that we supply vault cash to ATMs owned by us to fund
cash withdrawals. As a result of our financial problems, lenders were generally
unwilling to extend loans, partly because of the concern that our creditors

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would assert claims against cash physically located in ATMs owned by us.
We did not have sufficient cash to supply the vault cash for these ATMs. In
order to resolve this problem and to permit us to continue to operate certain
ATMs, Universal Funding was formed in 1989 by David S. Bonsal, the chairman of
our board of directors, John L. Settles, our President, and William Smithson, a
shareholder. Each of these individuals has a one-third ownership interest in
Universal Funding.

In 1989, we sold approximately 60 ATMs to Universal Funding for which
Universal Funding had agreed to provide vault cash. Universal Funding requested
the sale of the ATMs to Universal Funding as a condition to providing vault
cash, in order to provide additional protection against seizure of Universal
Funding's vault cash by our creditors. We entered into a Management Agreement
with Universal Funding in 1989. The Management Agreement was designed to provide
us with the economic benefits of ownership and operation of the ATMs sold to
Universal Funding, while providing to shareholders and lenders of Universal
Funding the protection from our creditors and the investment return necessary to
attract their investment.

In the Management Agreement, Universal Funding agreed to enter into
contracts with site owners for the placement of the ATMs acquired from us, to
provide vault cash necessary for the operation of the ATMs and to contract for
an armored security service for deliveries of cash to ATMs. In exchange for
these services, Universal Funding received all interchange fees for transactions
processed on the ATMs for which it provided vault cash. Under the Management
Agreement, we agreed to "drive" the ATMs sold to Universal Funding and to
provide accounting, maintenance and communication services. In exchange for
these services, Universal Funding agreed to pay us a management fee equal to
Universal Funding's "net income". Universal Funding's "net income" is defined in
the Management Agreement as revenues from interchange fees, less armored
security charges, interest expense on funds borrowed to provide vault cash, ATM
location expenses, debt service related to the purchase of the ATMs, taxes or
insurance on ATMs, and a monthly payment to each of Universal Funding's
shareholders representing a return on their equity investment in Universal
Funding. The amount of the monthly payment to the shareholders is based upon the
amount of their equity investment in Universal Funding and is paid on the equity
investment at a rate of 18% per annum, or a total of $24,894 per year. The
management fee is to be paid to us on a monthly basis after Universal Funding
has met all of its other cash expenses, including the payment of interest on
outstanding borrowings and the monthly payment to Universal Funding's
shareholders. In addition, in the Management Agreement, the shareholders of
Universal Funding grant us an option to purchase all of the outstanding stock of
Universal Funding at any time for an amount equal to 110% of the capital
contributed by the shareholders to Universal Funding plus any arrearages in the
payment of expenses due under the Management Agreement. Management believes that
the amount of the exercise price would have been approximately $165,000 as of
January 31, 2000. The Management Agreement extends for successive twelve (12)
month terms, unless either party provides written notice of termination to the
other party at least thirty (30) days prior to the end of a twelve (12) month
term.

Since 1989, the relationship between Universal Funding and us has expanded
to cover additional ATMs, as a result of the loss of other sources of financing
and in order for us to take advantage of opportunities to place additional ATMs.
Universal Funding currently supplies

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vault cash for a majority of the ATMs owned by us. We lease to Universal
Funding the ATMs for which Universal Funding provides vault cash for rent of
$10.00 per month. Universal Funding requested the leasing arrangement for our
ATMs in order to provide protection against seizure of its vault cash. We have
replaced the ATMs originally purchased by Universal Funding, and Universal
Funding no longer owns any ATMs in our network. Universal Funding does not
provide vault cash for ATMs in our network which are owned by banks or by third
party vendors. At January 31, 2000 and 1999, Universal Funding had vault cash of
approximately $3,600,000 and $2,200,000, respectively, located in approximately
249 and 242 ATMs, respectively, owned by us.

We earned management fees from Universal Funding of $32,972 and $541,380
in fiscal years 2000 and 1999, respectively. At January 31, 2000 and 1999, we
had a receivable for accrued and unpaid management fees of $7,228 and $35,064,
respectively. Pursuant to the Management Agreement, we assume the risk of theft
or other shortages of cash from the ATMs for which Universal Funding supplies
vault cash. We incurred losses of $19,470 and $10,075 from vault cash shortages
in fiscal 2000 and 1999, respectively.

Universal Funding borrows the funds that are used to supply vault cash
principally from (i) Electronic Funds Transfer, Inc., our wholly owned
subsidiary ("EFT"), (ii) David S. Bonsal, our Chairman and Chief Executive
Officer, and a limited partnership in which Mr. Bonsal is the general partner,
(iii) our employees and (iv) other lenders. The loans generally have a term of
30 days and typically are rolled over at maturity. As of January 31, 2000,
Universal Funding paid interest on loans at rates ranging from 12 - 18% per
annum. At January 31, 2000, the aggregate outstanding amount of the loans was
approximately $3,579,000, of which $650,300 was owed to EFT, approximately
$1,975,500 was owed to Mr. Bonsal and the related limited partnership,
approximately $155,450 was owed to John L. Settles, our President, approximately
$24,300 was owed to other employees of ours and approximately $773,000 was owed
to other lenders. The maximum outstanding balances of the loans made by EFT to
Universal Funding in fiscal 2000 and 1999 were $815,300 and $489,000,
respectively. The total interest earned by us on loans from EFT to Universal
Funding in fiscal 2000 and 1999 was $72,325 and $34,338, respectively.

The interest rate on loans from David S. Bonsal and the related limited
partnership that were outstanding during fiscal 2000 and 1999 and at January 31,
2000 was 15% per annum. The total interest paid by Universal Funding to David S.
Bonsal and the related limited partnership for loans to Universal Funding was
$259,117 in fiscal 2000 and $156,864 in fiscal 1999. The interest rates on loans
from John L. Settles, our President, that were outstanding during fiscal 2000
and at January 31, 2000 were 15 - 18% per annum. The total interest paid by
Universal Funding to John L. Settles for loans to Universal Funding was $16,830
in fiscal 2000.

As noted above, the shareholders of Universal Funding receive a return on
their equity investment in Universal Funding each month before Universal Funding
pays the management fee to us. The amount of the monthly payment to the
shareholders is based upon the amount of their equity investment in Universal
Funding and is paid on the equity investment at a rate of 18% per annum. For
each of fiscal 2000 and 1999, the amount paid by Universal Funding to the
shareholders of Universal Funding as a return on equity investment was
approximately $24,894. Each of David S. Bonsal and John L. Settles, as the owner
of 1/3 of the outstanding shares of

-34-
<PAGE>

Universal Funding, has received 1/3 of the amount paid each year to the
shareholders of Universal Funding.

We have obtained access to additional sources of vault cash in recent
years as a result of the improvement in our financial condition. We entered into
an agreement with Pinnacle Systems, L.L.C. ("Pinnacle") in August 1997 pursuant
to which Pinnacle provided funds for vault cash for a service fee equal to the
amount of vault cash provided multiplied by the prime rate published from time
to time by the Wall Street Journal, plus a specified percentage. In addition to
the payment of this service fee, the agreement required us to pay monthly "bank"
fees and insurance charges to Pinnacle. As of January 31, 1999, Pinnacle
provided vault cash of approximately $600,000 for approximately 40 ATMs. The
agreement was terminated by Pinnacle in March 1999. Pinnacle informed us that
Pinnacle's lender would no longer permit Pinnacle to provide vault cash to ATM
companies because of losses suffered by the lender due to problems monitoring
vault cash transfers through certain ATM networks (not including our ATM
network). In June 1999, we entered into a vault cash arrangement with Tehama
Bank under which we could obtain up to $3,000,000 in vault cash. As of January
31, 2000, we were renting approximately $2,000,000 under the Tehama Bank
arrangement. In October 1999, we entered into an arrangement with Charter Bank
allowing us to obtain up to $5,000,000 in vault cash, of which $3,600,000 was
outstanding as of January 31, 2000. In November 1999, we entered into a vault
cash arrangement with Humboldt Bank under which we could obtain up to $1,000,000
in vault cash. We had not obtained funds under the arrangement with Humboldt
Bank as of January 31, 2000. Under each arrangement, we are required to pay a
monthly service fee on the outstanding amount equal to the prime rate of
interest, plus a specified percentage, and must pay monthly "bank" and insurance
fees.

DEFERRED COMPENSATION

We have a liability of approximately $140,000 due to David S. Bonsal, our
Chairman and Chief Executive Officer, representing compensation informally
deferred during fiscal years 1994 through 1996 in an attempt to improve our cash
flow during those years. We have agreed to pay interest on the deferred
compensation at a rate of 5% per annum.

PERSONAL GUARANTEES OF OUR OBLIGATIONS

As a result of our financial problems, certain lenders required the
personal guarantee of David S. Bonsal, our Chairman and Chief Executive Officer,
as a condition to loaning funds to us to finance the purchase of new and
replacement ATMs. Our payment of the following obligations has been personally
guaranteed by Mr. Bonsal:

1. Capital Lease dated December 30, 1996, between Newcourt
Communications Finance Corporation (formerly AT&T Credit
Corporation) and us, in the principal amount of $440,365.
The lease requires monthly payments by us through November 2000.

2. Capital Lease dated October 30, 1996, between Newcourt
Communications Finance Corporation (formerly AT&T Credit
Corporation) and us, in the principal

-35-
<PAGE>

amount of $66,427. The lease requires monthly payments by
us through September 2000.

3. Capital Lease dated February 28, 1997, between Newcourt
Communications Finance Corporation (formerly AT&T Credit
Corporation) and us, in the principal amount of $119,594.
The lease requires monthly payments by us through January 2001.

4. A promissory note dated June 3, 1996, issued by us to Bank 21
(formerly The Farmers Bank) in the principal amount of $57,570. The
note is due on demand, and if no demand is made, the note is due in
installments through January 2001.

5. A promissory note dated August 20, 1996, issued by us to Bank 21
(formerly The Farmers Bank) in the principal amount of $222,200. The
note is due on demand, and if no demand is made, the note is due in
installments through November 2001.

Under the terms of each of the capital leases described in Items 1 - 3 above,
Mr. Bonsal's personal guarantee is to be released under each lease if we comply
with our obligations under the respective lease for twenty-four (24) months
after the date of such lease and we are not in default under the respective
lease at the end of the twenty-four (24) month period. Mr. Bonsal's personal
guarantee of these leases was released in April 1999.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of April 28, 2000,
with respect to the beneficial ownership of the common stock by (a) each
beneficial owner of more than 5% of the outstanding shares thereof, (b) each
director and each nominee to become a director, (c) each executive officer named
in the Summary Compensation Table and (d) all executive officers, directors and
nominees to become directors as a group.

Percent of
Number of Shares Common Stock
Name of Beneficial Owner Beneficially Owned Outstanding(1)
- ------------------------ ------------------ -------------

David S. Bonsal (2) 12,424,150 31.6%

Jeffrey M. Sperry 249,550 *

Arthur M. Moglowsky 297,753 *

Directors and executive officers
as a group (5 persons) 13,960,703 35.5%

- ----------
* Represents beneficial ownership of less than one percent.

(1) Percentages are determined in accordance with Rule 13d-3 under the
Exchange Act.

-36-
<PAGE>

(2) The address of Mr. Bonsal is c/o Universal Money Centers, Inc., 6800
Squibb Road, Mission, Kansas 66202.

DESCRIPTION OF CAPITAL STOCK

CAPITAL STOCK

Authorized and Outstanding Stock. Our articles of incorporation authorize
the issuance of up to [200,000,000] shares of common stock, $.01 par value per
share. As of the date of this Prospectus, there were approximately 39,293,069
shares of common stock outstanding. In addition, we are offering for sale an
additional 39,293,069 shares of common stock in the rights offering.

Voting Rights. Holders of common stock are entitled to one vote per share
on all matters presented to the shareholders, except the election of directors,
as to which cumulative voting applies. Under cumulative voting, each shareholder
is entitled to cast as many votes as shall equal the number of shares held by
the shareholder multiplied by the number of directors to be elected, and such
votes may all be cast for a single director or may be distributed among the
directors to be elected as the shareholder wishes.

Dividends. Holders of common stock are entitled to such dividends as may
be declared from time to time by the board of directors and paid from funds
legally available therefor. Holders of common stock will be entitled to receive
pro rata all of our assets available for distribution upon liquidation. We do
not anticipate that we will pay dividends in the foreseeable future. We intend
to retain future earnings, if any, to provide funds for the growth and
development of our business. Any payment of cash dividends on the common stock
in the future will be at the sole discretion of the board of directors and will
depend upon our earnings, capital expenditure requirements, financial condition
and such other factors as the board of directors deems relevant.

No Preemptive Rights. Holders of common stock do not have any preemptive
rights.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS

Our articles of incorporation and by-laws contain the following provisions
that could make the acquisition of us by means of a tender offer, a proxy
contest or otherwise more difficult.

Advance Notice of Shareholder Nominations and Proposals. Our by-laws
contain an advance notice procedure governing shareholders who wish to nominate
candidates for election as directors or to bring other business before an annual
meeting of shareholders. The provision requires that shareholders give advance
notice to us of such nominations and proposals. The provision is designed to (1)
establish an orderly procedure for conducting annual meetings of shareholders
and (2) provide the board of directors with the opportunity to inform
shareholders prior to such meetings, to the extent deemed necessary or desirable
by the board of directors, of the qualifications of such nominees and of any
business to be conducted at such meetings.

-37-
<PAGE>

Although the advance notice provision does not give the board of directors any
power to approve or disapprove shareholder nominations or proposals, they may
have the effect of precluding or delaying a contest for the election of
directors or the consideration of shareholder proposals if the designated
procedures are not followed. Such provisions may have the effect of discouraging
or deterring a third party from conducting a solicitation of proxies to elect
its own slate of directors or to approve its own proposal, without regard to
whether consideration of such nominees or proposals might be harmful or
beneficial to us or our shareholders.

Number of Directors; Vacancies. Our by-laws permit the board of directors
to determine the number of directors, except that unless the articles of
incorporation are amended there may not be fewer than three nor more than 21.
Our by-laws also provide that any vacancies will be filled by an affirmative
vote of a majority of the remaining directors, although less than a quorum, or
by a sole remaining director. These provisions could have an anti-takeover
effect by preventing or delaying a shareholder from enlarging the board of
directors or removing directors and filling the resulting vacancies or new
directorships with such shareholder's new nominees.

Calling Special Meetings. Our by-laws provide that special meetings of
shareholders may be called only by the board of directors. The purpose of this
provision is to avoid the time, expense and disruption resulting from holding
special meetings of shareholders in addition to annual meetings, unless the
board of directors approves the special meetings. However, this amendment may
have the effect of delaying a change in control of us or delaying the
presentation to the shareholders of a shareholder proposal favored by the
holders of a majority of the outstanding shares.

EXPERTS

The financial statements of Universal Money Centers, Inc. at January 31,
2000 and 1999 and for the years ended January 31, 2000 and 1999 appearing in
this Prospectus and Registration Statement have been audited by Baird, Kurtz and
Dobson, independent auditors, 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.

LEGAL MATTERS

The validity of the shares of common stock underlying the Rights will be
passed upon for us by Morrison & Hecker LLP, Kansas City, Missouri.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may review the reports, proxy and information statements and
other information that we file with the SEC at the SEC's internet site at
http://www.sec.gov.

-38-
<PAGE>

This prospectus is a part of the Registration Statement on Form SB-2 that
we filed with the SEC. The registration statement includes information not
contained in this Prospectus regarding us and regarding our common stock,
including certain exhibits. You can review or obtain a copy of the registration
statement from the SEC at the address listed above or from its internet site.

-39-
<PAGE>

INDEX TO UNIVERSAL MONEY CENTERS, INC. FINANCIAL STATEMENTS

Page
----

Independent Public Accountants' Report F-2

Consolidated Financial Statements:

Consolidated Balance Sheets, January 31, 2000 and 1999 F-3

Consolidated Statements of Operations, Years ended January 31, 2000
and 1999 F-5

Consolidated Statements of Changes in Stockholders' Equity, Years
ended January 31, 2000 and 1999 F-6

Consolidated Statements of Cash Flows, Years ended January 31, 2000
and 1999 F-7

Notes to Consolidated Financial Statements F-8

F-1
<PAGE>

Independent Accountants' Report

Board of Directors
Universal Money Centers, Inc.
Mission, Kansas

We have audited the accompanying consolidated balance sheets of UNIVERSAL
MONEY CENTERS, INC. as of January 31, 2000 and 1999, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years then ended. 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of UNIVERSAL
MONEY CENTERS, INC. as of January 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ BAIRD, KURTZ & DOBSON

Kansas City, Missouri
April 10, 2000

F-2
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED BALANCE SHEETS

JANUARY 31, 2000 AND 1999

ASSETS

2000 1999
--------- ----------
CURRENT ASSETS
Cash $ 118,991 $ 601,922
Accounts receivable - trade, less allowance for
doubtful accounts: 2000 - $66,370; 1999 - $21,370 105,517 39,012
Accounts receivable - affiliate 7,228 35,064
Note receivable - affiliate 650,300 --
Prepaid expenses and other 22,058 13,194
Interest receivable - affiliate 6,628 3,636
---------- ----------
Total Current Assets 910,722 692,828
---------- ----------
PROPERTY AND EQUIPMENT, At cost
Equipment 4,139,601 3,453,071
Leasehold improvements 117,803 117,803
Vehicles 21,156 9,722
---------- ----------
` 4,278,560 3,580,596
Less accumulated depreciation 1,977,738 1,873,919
---------- ----------
2,300,822 1,706,677
---------- ----------
OTHER ASSETS
Deferred income taxes 375,000 375,000
Other 26,232 30,531
---------- ----------
401,232 405,531
---------- ----------

$3,612,776 $2,805,036
========== ==========

See Notes to Consolidated Financial Statements
F-3
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

LIABILITIES AND STOCKHOLDERS' EQUITY

2000 1999
------------ ------------
CURRENT LIABILITIES
Current maturities of long-term debt and
capital lease obligations $ 472,943 $ 314,606
Accounts payable 732,546 313,319
Accounts payable--affiliate 25,559
Accrued expenses 216,866 210,817
------------ ------------
Total Current Liabilities 1,447,914 838,742
------------ ------------

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 1,033,378 714,087
------------ ------------

STOCKHOLDERS' EQUITY
Common stock; no par value; $.01 stated
value; 40,000,000 shares authorized; 398,514 398,514
39,851,380 issued
Additional paid-in capital 18,593,430 18,593,430
Retained earnings (deficit) (16,198,152) (16,077,429)
------------ ------------
2,793,792 2,914,515
Less treasury stock, at cost; common;
558,311 shares (1,662,308) (1,662,308)
------------ ------------
1,131,484 1,252,207
============ ============

$ 3,612,776 $ 2,805,036
------------ ------------

See Notes to Consolidated Financial Statements
F-4
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED JANUARY 31, 2000 AND 1999

2000 1999
---------- ----------

NET REVENUES $6,409,716 $5,016,828

COST OF REVENUES 4,994,709 3,422,417
---------- ----------

GROSS PROFIT 1,415,007 1,594,411

OPERATING EXPENSES 1,500,798 1,215,100
---------- ----------

INCOME FROM OPERATIONS (85,791) 379,311
---------- ----------

OTHER INCOME (EXPENSE)
Interest income 73,195 34,481
Interest expense (106,152) (101,122)
Loss on disposal of fixed assets (1,975) --
---------- ----------
(34,932) (66,641)

INCOME (LOSS) BEFORE INCOME TAXES (120,723) 312,670

INCOME TAX CREDIT -- (60,000)
---------- ----------

NET INCOME (LOSS) $ (120,723) $ 372,670
========== ==========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $(.003) $ .009
====== ======

See Notes to Consolidated Financial Statements
F-5

<PAGE>

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED JANUARY 31, 2000 AND 1999

Additional Retained
Common Paid-In Earnings Treasury
Stock Capital (Deficit) Stock Total
----- ------- --------- ----- -----

<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 31, 1998 $398,514 $18,593,430 $(16,450,099) $(1,662,308) $ 879,537

Net income 372,670 372,670
-------- ---------- ------------ ----------- ----------

BALANCE, JANUARY 31, 1999 $398,514 $18,593,430 (16,077,429) (1,662,308) 1,252,207

Net loss (120,723) (120,723)
-------- ---------- ------------ ----------- ----------

BALANCE, JANUARY 31, 2000 $398,514 $18,593,430 $(16,198,152) $(1,662,308) $1,131,484
======== =========== ============ =========== ==========
</TABLE>

See Notes to Consolidated Financial Statements
F-6

<PAGE>

UNIVERSAL MONEY CENTERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED JANUARY 31, 2000 AND 1999

2000 1999
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (120,723) $372,670
Items not requiring (providing) cash:
Depreciation and amortization 568,494 410,047
Loss on disposal of property and equipment 1,975
Deferred income taxes -- (60,000)
Changes in:
Accounts receivable (41,661) 13,943
Prepaid expenses and other (8,565) (23,199)
Accounts payable and accrued expenses 450,835 (31,366)
----------- ---------
Net cash provided by operating activities 850,355 682,095
----------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in note receivable - affiliate (650,300)
Purchase of property and equipment (410,404) (368,816)
----------- ---------
Net cash used in investing activities (1,060,704) (368,816)
----------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term debt and
capital lease obligations (365,226) (250,445)
Proceeds from issuance of long-term debt 92,644 164,413
----------- ---------
Net cash used in financing activities (272,582) (86,032)
----------- ---------

INCREASE (DECREASE) IN CASH (482,931) 227,247

CASH, BEGINNING OF YEAR 601,922 374,675
----------- ---------

CASH, END OF YEAR $ 118,991 $ 601,922
=========== =========

See Notes to Consolidated Financial Statements
F-7

<PAGE>
UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
- --------------------

The Company is engaged primarily in providing network and switching services
for automated teller machines (ATMs). Fees are received from the members of the
Company's network as well as card users from other ATM networks using the
Company's network. The Company grants unsecured credit to its customers. As of
January 31, 2000 and 1999, the Company had approximately 575 and 396 ATMs in the
network, respectively.

Operating Segments
- ------------------

The Company conducts business under one primary operating segment: operating
and servicing of automated teller machines (ATMs). Revenues are generated from
surcharges, interchange fees and transaction processing in ATMs located in 16
states with a concentration in Missouri, Kansas and Texas. The Company's major
revenue source, which exceeds 10% of revenues, is discussed in Note 8.

Use of Estimates
- ----------------

The preparation 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 disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Property and Equipment
- ----------------------

Property and equipment are depreciated over the estimated useful life of each
asset, primarily five to seven years. Annual depreciation is computed using the
straight-line method.

Principles of Consolidation
- ---------------------------

The consolidated financial statements include the accounts of Universal Money
Centers, Inc., and its wholly-owned subsidiary, Electronic Funds Transfer, Inc.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

Income Taxes
- ------------

Deferred income tax liabilities and assets are recognized for the tax effects
of differences between the financial statement and tax bases of assets and
liabilities. A valuation allowance is established to reduce deferred tax assets
if it is more likely than not that a deferred tax asset will not be realized.

F-8
<PAGE>
UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Inventory
- ---------

All inventories are stated at the lower of cost or market. As of January 31,
1999, inventory consisted primarily of repair parts for ATMs, with the cost of
such parts being determined using the FIFO (first-in, first-out) method.

Future Changes in Accounting Principles
- ---------------------------------------

NOTE 2: RELATED PARTY TRANSACTIONS

The chairman and chief executive officer (CEO), who is the largest
stockholder of the Company, is also the CEO and a stockholder of Universal
Funding Corporation (UFC). In addition, the other two stockholders of UFC are
also stockholders of the Company.

The Company receives management fees from UFC to provide administrative
services, computer switching, maintenance, ATMs and software for the ATMs. The
agreement with UFC for management fees provides that the fee will equal the net
income of UFC (excluding depreciation, amortization and stockholder return on
original capital investment, which are treated as distributions). Such fees
totaled $32,972 and $541,380 for the years ended January 31, 2000 and 1999,
respectively. Under the agreement, these fees are paid on a monthly basis
subsequent to UFC meeting all other monthly cash flow obligations. As of January
31, 2000 and 1999, the Company had a receivable of $7,228 and $35,064,
respectively, for these fees.

The Company assumes the risks of theft or other shortages of cash from the
ATMs funded by UFC. As of January 31, 2000 and 1999, UFC had vault cash of
approximately $3,600,000 (located in 249 ATMs) and $2,200,000 (located in 242
ATMs), respectively. During the years ended January 31, 2000 and 1999, the
Company incurred losses of $19,470 and $10,075 from vault cash shortages.
Included in accounts payable--affiliate on the accompanying consolidated balance
sheet at January 31, 2000 is a payable of $19,660 to UFC for such shortages.

F-9
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 2: RELATED PARTY TRANSACTIONS (Continued)

The Company and certain members of the Company's management extends loans on
an unsecured basis to UFC. UFC uses the proceeds from these loans to provide
vault cash to the ATMs. The interest UFC pays on these loans directly reduces
UFC's income subject to the management fee. As of January 31, 2000 and 1999, the
balance of these loans was approximately $3,353,000 (with $650,300 being due to
the Company) and $1,800,000, respectively, with interest rates ranging from 12%
to 18%, respectively. During the years ended January 31, 2000 and 1999, the
Company earned interest income of $72,325 and $34,338, respectively, from these
loans.

The Company has the option to purchase UFC from its current stockholders for
approximately $165,000.

Since the end of fiscal year 1987, the Company has issued 17,201,897 shares
which have not been registered with the Securities and Exchange Commission. All
of these shares are restricted as to resale. Of the shares issued, 12,112,644
were issued to related parties.

The Company has a liability for back wages due to the chairman and CEO of the
Company of approximately $140,000 plus $36,000 in accrued interest (at 5%). This
represents an informal, negotiated deferral in compensation in an attempt to
improve the Company's cash flow during prior years.

NOTE 3: OPERATING LEASES

The Company leases office space under noncancellable operating leases which
expire through August 2004. Rent expense for office space for the years ended
January 31, 2000 and 1999 was $79,691 and $76,320, respectively.

The Company leases computer equipment under noncancellable operating leases
which expire through February 2001. The Company also leases locations to place
ATMs under noncancellable operating leases which expire through March 2003.
Total rent expense related to the lease of computer equipment and locations to
place ATMs for the years ended January 31, 2000 and 1999 was $111,023 and
$97,014, respectively.

The Company has several agreements with banks and (at January 31, 1999) a
financial services company to provide vault cash, on a rental basis, for ATM's
owned by the Company. Under the agreements, the Company is required to pay a
monthly service fee on the outstanding amount equal to the prime rate of
interest, plus a specified percentage, plus additional fees as defined in the
agreements. The life of the agreements range from one year to three years but
may be terminated by the banks upon the occurrence of certain events. As of
January 31, 2000 and 1999, the Company was renting vault cash from these
providers in the approximate amount of $5,600,000 and $600,000, respectively.
The fees for the usage of such cash are included in the accompanying financial
statements in cost of revenues and totaled $196,978 and $73,504 for the years
ended January 31, 2000 and 1999, respectively.

F-10
<PAGE>
UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 3: OPERATING LEASES (Continued)

Future minimum lease payments at January 31, 2000 are as follows:

2001 $196,704
2002 136,424
2003 140,043
2004 120,260
Thereafter 68,825
--------

Future minimum lease payments $662,256
========

NOTE 4: LONG-TERM DEBT

2000 1999
---------- ----------

Installment notes payable (A) $ 223,311 $ 306,369
Capital lease obligations (B) 1,139,905 641,357
Installment notes payable (C) 49,515 74,489
Installment notes payable (D) 81,200 --
Other 12,390 6,478
---------- ----------
1,506,321 $1,028,693
Less current maturities 472,943 314,606
---------- ----------

$1,033,378 $ 714,087
========== ==========

(A) Various installment notes payable; due on demand; if no demand
made, due at various dates through May 2003; with interest at
10.25% to 10.5%; collateralized by equipment and personally
guaranteed by the Company's Chairman and CEO. Subsequent to the
year ended January 31, 2000, the demand feature was waived
through January 31, 2001.

(B) Capital leases covering ATMs and office equipment with monthly
payments through January 2005 with $9,511 being personally
guaranteed by the Company's Chairman and CEO.

(C) Various installment notes payable; due on demand; if no demand
made, due at various dates through February 2003, with interest
at 9.25% to 10%; collateralized by equipment. Subsequent to the
year ended January 31, 2000, the demand feature was waived
through January 31, 2001.

(D) Installment note payable; due in two lump sum payments in March
2000 and in September 2000.

F-11
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 4: LONG-TERM DEBT (Continued)

Aggregate annual maturities of long-term debt and payments on capital lease
obligations at January 31, 2000 are as follows:

Long-Term Debt
(Excluding Capital Lease
Leases) Obligations
------- -----------

2001 $203,078 $354,894
2002 103,432 310,560
2003 47,095 310,560
2004 12,811 270,059
2005 113,299
-------- ----------

$366,416 $1,359,372
Less amount representing ======== 219,467
interest ----------
Present value of future
minimum lease payments 1,139,905
Less current maturities 269,865
----------
$ 870,040
==========

Property and equipment include the following property under capital leases:

2000 1999
---------- --------

Equipment cost $1,830,214 $922,611
Less accumulated depreciation 612,615 332,966
---------- --------
$1,217,599 $589,645
========== ========

As of January 31, 2000 and 1999, the carrying amount of long-term debt
approximates its fair value.

On February 8, 2000, the Company entered into a note agreement with a bank
for $178,000. Such amount is due in monthly payments of $4,534 through February
2004, with interest at 10%, and is collateralized by equipment.

F-12
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 5: EARNINGS PER SHARE

The details of the basic and diluted earnings per share calculations for the
year ended January 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
2000
------------------------------------------------
Weighted
Net Average Shares Per Share
Income Outstanding Amount
---------- ----------- -----------
<S> <C> <C> <C>
Net income (loss) $ (120,723)
----------

Basic and diluted earnings(loss) per share:
Income (loss) available to common
stockholders $ (120,723) 39,293,069 $ (.003)
========== ========== ===========

1999
------------------------------------------------
Weighted
Net Average Shares Per Share
Income Outstanding Amount
---------- ----------- -----------

Net income $ 372,670
----------

Basic and diluted earnings per share:
Income available to common
stockholders $ 372,670 39,293,069 $ .009
========== ============ ======

</TABLE>

NOTE 6: INCOME TAXES

The credit for income taxes includes these components:

2000 1999
------------ ------------

Deferred income taxes $ (16,000) $ 185,000
Change in deferred tax
asset valuation allowance 16,000 (245,000)
------------ ------------

$ 0 $ (60,000)
============ ============

F-13

<PAGE>

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 6: INCOME TAXES (Continued)

A reconciliation of income tax (credit) at the statutory rate to the
Company's actual income tax expense (credit) is shown below:

2000 1999
--------- ---------

Computed at the statutory rate $(41,046) $ 107,000

Increase (decrease) resulting from:
Change in deferred tax asset 16,000 (245,000)
valuation allowance
Other (25,046) (78,000)
--------- ---------

Actual tax credit $ 0 $ (60,000)
========= =========

The tax effects of temporary differences related to deferred taxes were:

2000 1999
--------- ---------
Deferred tax assets:
Allowance for doubtful accounts $ 25,000 $ 7,000
Net operating loss carryforwards 739,000 640,000
General tax credits 112,000 142,000
Other 14,000 14,000
--------- ---------
890,000 803,000
--------- ---------

Deferred tax liabilities:
Property and equipment (139,000) (68,000)
--------- ---------
Net deferred tax asset before valuation
allowance 751,000 735,000
--------- ---------

Valuation allowance:
Beginning balance (360,000) (605,000)
Decrease (increase) (16,000) 245,000
--------- ---------
(376,000) (360,000)

Net deferred tax asset $ 375,000 $ 375,000
========= =========

As of January 31, 2000, the Company had approximately $112,000 of tax credits
available to offset future federal income taxes. These credits expire between
2001 and 2002. The Company also has unused operating loss carryforwards of
approximately $1,900,000, which expire between 2005 and 2020.

F-14
<PAGE>

UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 7: PROFIT SHARING PLAN

During the fiscal year ended January 31, 1999, the Company established a
SIMPLE IRA profit-sharing plan covering employees with two years or more of
service. Contributions are limited to 3% of total compensation paid participants
during the plan year. Contributions to the Plan were $20,800 and $16,900 for
2000 and 1999, respectively.

NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Generally accepted accounting principles require disclosure of certain
significant estimates and current vulnerabilities due to certain concentrations.
Those matters include the following:

Significant Agreements
- ----------------------

Approximately 1% and 11% for 2000 and 1999, respectively, of the Company's
revenues come from services provided for Universal Funding Corporation (UFC), a
related party (see Note 2). Additionally, the Company earned approximately 40%
and 70% of its surcharging fees from ATMs containing UFC's vault cash during the
years ended January 31, 2000 and 1999, respectively. Currently, UFC obtains cash
to fund its ATMs primarily from short-term borrowings from various private
investors, including members of Universal Money Center's management and the
Company. UFC is uncertain if additional sources of cash would be available if
these notes were not renewed.

Significant Customers
- ---------------------

The Company has relationships with two operators of combination convenience
stores and gas stations for whom approximately 44 and 45 ATMs, respectively, as
of January 31, 2000 and 1999, respectively, have been installed at their
locations. The aggregate revenues from these companies accounted for
approximately 32% and 22% of the Company's revenues for 2000 and 1999,
respectively.

Fees
- ----

Currently, the Company is permitted to charge a "surcharge" to users of the
Company's network who are members of other networks. Such surcharges are being
challenged at various governmental levels. Successful litigation to eliminate
these surcharges could have a material adverse effect on the results of
operations and financial condition of the Company. During the years ended
January 31, 2000 and 1999, the Company recognized revenue of $4,228,151 and
$3,035,059, respectively, from surcharges.

F-16
<PAGE>
UNIVERSAL MONEY CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS (Continued)

Deferred Income Taxes
- ---------------------

The Company has recorded a deferred tax asset of $375,000 at January 31,
2000, which is primarily a result of operating loss carryforwards which
management believes are more likely than not to be realized prior to their
expiration between 2005 and 2020. Realization is dependent on generating
sufficient future taxable income to absorb the carryforwards. The amount of the
deferred tax assets considered realizable could be increased or decreased in the
near term if estimates of future taxable income during the carryforward period
change.

Litigation
- ----------

In May 1999, a former officer and employee threatened litigation against the
Company for unpaid severance compensation and issuance of common stock for past
services rendered. The Company has responded to the former officer/employee that
it finds no merit for deferred compensation. If this issue is litigated, now or
in the future, management and legal counsel believe that the Company has
reasonable defenses. The amount of ultimate loss, if any, could differ
materially from these estimates.

Securities and Exchange Commission Filings
- ------------------------------------------

The Company resumed its periodic reporting to the SEC and stockholders upon
the filing of the Form 10-KSB for the fiscal year ended January 31, 1998 and has
remained current on required filings since that date.

Prior to such filings, the Company had not filed certain of the information
required by the Securities Exchange Act of 1934 including, but not limited to,
Forms 10-K, 10-Q and 8-K and other reports to stockholders. The effect on the
Company's financial statements, if any, arising from these non filings has not
been determined.

NOTE 9: ADDITIONAL CASH FLOW INFORMATION

2000 1999
-------- --------
Noncash Investing and Financing Activities
- ------------------------------------------

Capital lease obligations incurred for equipment $750,210 $515,750

Additional Cash Payment Information
- -----------------------------------

Interest paid 99,204 71,822

F-16
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 Indemnification of Directors and Officers

The registrant's by-laws provide that the registrant shall, to the full
extent permitted and in the manner prescribed by the laws of the State of
Missouri (except for Section 351.355.6 of the Missouri General and Business
Corporation Law), (i) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director or officer of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit, or proceeding (except that
the registrant shall not indemnify any such person against judgments, fines and
amounts paid in settlement with respect to an action by or in the right of the
registrant) and (ii) pay to such person expenses incurred in defending any such
action, suit or proceeding in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by the registrant as authorized in the
by-laws.

The registrant is authorized to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against or incurred by
such person in any such capacity, or arising out of his or her status as such,
whether or not the registrant would have the power to indemnify such person
against such liability under the provisions of the by-laws or the Missouri
General and Business Corporation Law. The registrant currently does not maintain
directors' and officers' liability insurance.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses that will be paid by
the registrant in connection with the issuance and distribution of the
securities being registered. With the exception of the SEC registration fee, all
amounts shown are estimates.

SEC Registration Fee $ 415
Blue Sky Fees and Expenses 3,000
Printing and Mailing 7,900
Accounting Fees and Expenses 7,500
Legal Fees and Expenses 15,000
Miscellaneous expenses 250
----------
Total $ 34,065

II-1
<PAGE>

Item 26. Recent Sales of Unregistered Securities

The registrant has not sold any securities within the past three years.

Item 27. Exhibits.

The exhibits required by this item are listed in the Index to Exhibits set
forth at the end of this Form SB-2.

Item 28. Undertakings.

(a) If the registrant is registering securities under Rule 415 of the
Securities Act, the registrant will:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) Include any additional or changed material information
on the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under "Item 24. - - Indemnification of Directors and
Officers" above, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for

II-2
<PAGE>

indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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

(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of
the securities at that time as the initial bona fide offering
of those securities.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Mission,
State of Kansas on May 5, 2000.

UNIVERSAL MONEY CENTERS, INC.

By: /s/ David S. Bonsal
--------------------------------
David S. Bonsal
Chairman of the Board and Chief Executive
Officer

Dated: May 5, 2000

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
- --------- ----- ----

Chairman of the Board, May 5, 2000
/s/ David S. Bonsal Chief Executive Officer
- ------------------------------------ and Director (Principal
David S. Bonsal Executive Officer)

President (Principal May 5, 2000
/s/ John L. Settles Financial and Accounting
- ----------------------------------- Officer)
John L. Settles

*/s/ Jeffrey M. Sperry Director May 5, 2000
- -----------------------------------
Jeffrey M. Sperry

*/s/ Arthur M. Moglowsky Director May 5, 2000
- -----------------------------------
Arthur M. Moglowsky

*By:/s/ David S. Bonsal May 5, 2000
-------------------------------
David S. Bonsal
Attorney-in-fact

II-4
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description

3.1* Articles of Incorporation of the Company, as amended

3.2* Amended and Restated By-laws of the Company

4.1* Promissory Note dated June 3, 1996 issued by the Company to
Bank 21 (formerly The Farmers Bank)

4.2* Business Loan Agreement dated June 3, 1996 between
the Company and Bank 21 (formerly The Farmers State
Bank)

4.3* Promissory Note dated August 26, 1996 issued by the Company to
Bank 21 (formerly The Farmers State Bank)

4.4* Business Loan Agreement dated August 26, 1996 between
the Company and Bank 21 (formerly The Farmers State
Bank)

4.5* Commercial Security Agreement dated August 26, 1996
between the Company and Bank 21 (formerly The Farmers
State Bank)

4.6** Promissory Note dated April 9, 1998 issued by the Company to
Bank 21 (formerly The Farmers Bank)

4.7** Negative Pledge Agreement dated April 9, 1998 between
the Company and Bank 21 (formerly The Farmers State
Bank)

4.8** Commercial Security Agreement dated April 9, 1998
between the Company and Bank 21 (formerly The Farmers
State Bank)

4.9 Specimen Rights Certificate, including Subscription Form

4.10 Specimen Certificate for Common Stock of Universal Money
Centers, Inc.

4.11 Form of Instructions to Rights Certificate

5.1*** Opinion and Consent of Morrison & Hecker, L.L.P.

10.1* Agreement dated August 15, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson

10.2* Addendum dated August 29, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson

II-5
<PAGE>

10.3* Letter Agreement dated June 12, 1997 between the Company and
Funding

10.4* Master Equipment Lease Agreement dated October 18, 1996 between
the Company and Newcourt Communications Finance Corporation
(formerly AT&T Credit Corporation)

10.5* Master Equipment Lease Agreement Schedule dated December 30,
1996, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.6* Master Equipment Lease Agreement Schedule dated October 30,
1996, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.7* Master Equipment Lease Agreement Schedule dated February 28,
1997, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)

10.8 Master Lease Agreement dated February 28, 1998 between the
Company and Diebold Credit Corporation (Incorporated by
reference from Exhibit 10.8 to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended April 30, 1998).

10.9 Lease Schedule dated April 20, 1998 between the Company and
Diebold Credit Corporation (Incorporated by reference from
Exhibit 10.9 to the registrant's Quarterly Report on Form
10-QSB for the quarter ended April 30, 1998).

10.10 Assignment and Delegation dated September 25, 1998 among the
Company, as assignor, Diebold Incorporated, as seller, and
Diebold Credit Corporation, as assignee (Incorporated by
reference from Exhibit 10.10 to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended October 31, 1998).

10.11 Master Lease Agreement dated November 20, 1998 between the
Company and Dana Commercial Credit (Incorporated by reference
from Exhibit 10.11 to the registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).

10.12 Master Lease Agreement dated January 18, 1999 between the
Company and Dana Commercial Credit (Incorporated by reference
from Exhibit 10.12 to the registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).

10.13 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit

II-6
<PAGE>

(Incorporated by reference from Exhibit 10.1 to the
registrant's Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1999).

10.14 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit (Incorporated by reference from Exhibit 10.2
to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended July 31, 1999).

10.15 Lease Schedule No. 4, dated October 1, 1999 and accepted
October 31, 1999, to the Master Lease Agreement dated January
18, 1999 between the Company and Dana Commercial Credit
(incorporated by reference from Exhibit 10.2 to the
registrant's Current Report on Form 8-K dated October 31,
1999).

21* Subsidiaries of the Registrant

23.1 Consent of Baird, Kurtz & Dobson

23.2 Consent of Morrison & Hecker L.L.P. (included in Exhibit 5.1)

24 Powers of Attorney

99.1 Form of Letter to Shareholders regarding Rights Offering

99.2 Form of Letter to Brokers regarding Rights Offering

99.3 Form of Letter from Brokers to Clients regarding Rights
Offering

* Incorporated by reference from the exhibit to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended January 31, 1998 which bears the same
exhibit number.

** Incorporated by reference from the exhibit to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended April 30, 1998 which bears the same
exhibit number.

*** To be filed by amendment

II-7

Exhibit 4.9

UNIVERSAL MONEY CENTERS, INC.
RIGHTS CERTIFICATE

Rights Certificate No. _________
Rights: ______________________ Shares Held on Record Date: ___________

VOID AFTER 5:00 P.M. KANSAS CITY TIME ON JULY __, 2000, UNLESS EXTENDED BY
THE COMPANY (THE "EXPIRATION DATE"). THIS RIGHTS CERTIFICATE IS NOT
TRANSFERABLE.

The owner named below is entitled to purchase from Universal Money Centers,
Inc. (the "Company"), shares of Common Stock, $.01 par value per share, of the
Company ("Shares"), at a subscription price of $____ per Share (the
"Subscription Price"), upon exercise before the Expiration Date:

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

Each Right entitles the holder of record hereof ("Holder") to subscribe for
and purchase one Share at the Subscription Price of $_____ under the Basic
Subscription Privilege. If the Holder exercises the Basic Subscription Privilege
to the fullest extent possible, the Holder has an Oversubscription Privilege to
purchase additional Shares to the extent such Shares are available after
exercise of the Basic Subscription Privilege. If sufficient Shares are not
available to fully satisfy all requests for Oversubscription, an allotment, as
described in the Prospectus, will be used to apportion the available Shares.

Upon presentation and surrender of this Rights Certificate with the
completed subscription Form 1 and substitute Form W-9 below duly executed, and
payment of the applicable Subscription Price of the purchased Shares, at the
office of Universal Money Centers, Inc., 6800 Squibb Road, Mission, Kansas
66202, Attention: Christopher D. Greek, the Holder shall be entitled to receive
a certificate representing the Shares so purchased. All Shares issued upon
exercise of the Rights Certificate, upon issuance, shall be fully paid and
non-assessable.

This Rights Certificate may be exercised only by a Holder residing in a
state in which the Company can lawfully offer and sell Shares purchasable upon
exercise. This Rights Certificate shall not entitle the Holder to any voting
rights or other rights as a shareholder of the Company. The required signatures
of representatives of the Company set forth below may be facsimiles or
reproductions of such representatives' signatures.

UNIVERSAL MONEY CENTERS, INC.

ATTEST: By:
----------------------------------
David S. Bonsal
- ----------------------- President and Chief Executive Officer
Pamela A. Glenn
Secretary

<PAGE>

FORM 1 - TO SUBSCRIBE FOR SHARES*

One Right and the Subscription Price shown hereon are required to subscribe
for each Share, except pursuant to the Over-subscription Privilege as
described in the Prospectus.

(a) BASIC SUBSCRIPTION:

(No. of Shares Subscribed) (Subscription Price) = Payment

_________________________ X [$________] = $__________

(b) OVERSUBSCRIPTION:

(No. of Shares Oversubscribed)(Subscription Price) = Payment

_________________________ X [$________] = $__________

Total Payable to ____________
Universal Money Centers, Inc. enclosed . . . . . . . . . $______________

(d) SIGNATURE OF RIGHTS CERTIFICATE OWNERS:

- ------------------------------- ---------------------------------------
Signature Signature

- ------------------------------- ---------------------------------------
Print Name Print Name

TELEPHONE NUMBER: (___)____________ (day) (___)______________ (evening)

IMPORTANT: To prevent backup withholding on any payments to be made
to you by the Company, you are required to notify the Subscription Agent
of your correct taxpayer identification number (which is either your
social security number or employer identification number) by completing
the attached Substitute Form W-9 certifying that the taxpayer ID number
provided on the Form is correct (or that you are awaiting a taxpayer ID
number).

Failure to provide the information on the attached Substitute Form
W-9 and to certify that you are not subject to backup withholding may
subject you to 31% federal income tax withholding on payments made to you.

*RETURN RIGHTS CERTIFICATE
(INCLUDING ATTACHED Universal Money Centers, Inc.
SUBSTITUTE FORM W-9) TO: 6800 Squibb Road
Mission, Kansas 66202
Attention: Christopher D. Greek

-2-
<PAGE>

SUBSTITUTE FORM W-9

The holder of shares of Common Stock is required to give the holder's
taxpayer ID number (e.g., Social Security Number or Employer Identification
Number). If the shares are in more than one name or are not in the name of the
actual owner, consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" on the reverse side for additional
guidance on which number to report.

- --------------------------------------------------------------------------------
PAYER'S NAME: Universal Money Centers, Inc., Mission, Kansas

- --------------------------------------------------------------------------------
Name(s) as shown on Stock Certificate (if jointly held, circle the name of the
person or entity whose number you enter in Part 1 below)

Name(s):
---------------------------------------------------------------------
Address:
---------------------------------------------------------------------
---------------------------------------------------------------------
City, State and Zip Code: ----------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR
FORM W-9 TAXPAYER ID NUMBER IN THE ----------------------------
SPACE AT RIGHT AND CERTIFY Social Security Number OR
BY SIGNING AND DATING BELOW Employer Identification Number
------------------------------------------------------------

Department Part 2 - I certify, under penalties of perjury, that a
of the Treasury taxpayer identification number has not been issued to me,
Internal Revenue and that I mailed or delivered an application to receive a
Service taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration
Service Office (or I intend to mail or deliver an
application in the near future). I understand that if
I do not provide a taxpayer identification number to the
payer within 60 days, the payer is required to withhold 31%
of all reportable payments made to me until I provide
a number.
Awaiting taxpayer ID number /_/
-----------------------------------------------------------

CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT
THE TAXPAYER IDENTIFICATION NUMBER PROVIDED ON THIS FORM IS
MY CORRECT TAXPAYER IDENTIFICATION NUMBER AND THAT I AM NOT
SUBJECT TO BACKUP WITHHOLDING, EITHER BECAUSE I HAVE NOT
BEEN NOTIFIED THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR
BECAUSE THE INTERNAL REVENUE SERVICES HAS NOTIFIED ME THAT I
AM NO LONGER SUBJECT TO BACKUP WITHHOLDING*

SIGNATURE DATE
----------------------- -------------------
- --------------------------------------------------------------------------------
*If you have been notified that you are subject to backup withholding due to
underreporting and have not received a notice from the Internal Revenue Service
advising you that backup withholding has terminated, you must strike out the
language certifying that you are not subject to backup withholding.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY REPORTABLE PAYMENTS MADE TO YOU.

-3-

<PAGE>

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens; i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

For this type of account: Give the SOCIAL SECURITY number of:
- -------------------------------------------------------------------------------

1. An Individual's account The individual

2. An account of two or more The actual owner of the account
individuals (joint account) or, if combined funds, the first
individual on the account1

3. Custodial account of a minor
(Uniform Gift to Minors Act) The minor2

4. a. The usual revocable trust
account

(grantor is also trustee) The grantor-trustee1

b. So-called trust account
that is not a legal or
valid trust under state
law The actual owner1

Give the EMPLOYER IDENTIFICATION
For this type of account: number of:
- --------------------------------------------------------------------------------

5. Sole proprietorship account The owner3

6. A valid trust, estate or Legal entity4
pension trust

7. Corporate account The corporation

8. Partnership account The partnership

9. A broker or registered nominee The broker or nominee

Note: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.

Obtaining a Number: If you don't have a taxpayer identification number or you
don't know your number, obtain Form SS-5, Application for a Social Security
Number Card, or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service and apply for a number.

- --------
1 List first and circle the name of the person whose number you provide.
2 Circle the minor's name and provide the minor's Social Security number.
3 Show the name of the owner.
4 List first and circle the name of the legal trust, estate, or pension trust.

-4-

CAPITAL SHARES
SHARES
1007442

CUSIP 913756 10 2

Incorporated Under The Laws
Of The State of Missouri

UNIVERSAL MONEY CENTERS, INC.

THIS CERTIFIES THAT
PX 006871 NCR CORPORATION 1007442******
0124 *100744******
S 8000452 **1007442****
NCR-COR- ***1007442***
------0000 ****1007442**

IS THE OWNER OF ***ONE MILLION SEVEN THOUSAND FOUR HUNDRED
FORTH TWO ***

FULLY PAID AND NON-ASSESSABLE SHARES OF CAPITAL STOCK OF THE PAR VALUE OF
$.01 PER SHARE OF UNIVERSAL MONEY CENTERS, INC., transferable on the books of
the Corporation in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and sealed with the Seal of the
Corporation.

Dated 01/24/00

______________________________
President

______________________________
Secretary

<PAGE>

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT-- Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
Survivorship and not as tenants Act ....
in common (State)
Additional abbreviations may also be used though no in the above list.

For value received, _____________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

____________________________

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________________________ Attorney to
transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated: __________________

______________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.

Exhibit 4.11

UNIVERSAL MONEY CENTERS, INC.

Instructions for Completion of
Rights Certificate

The number of Rights that you have been granted is set forth on the face
of your Rights Certificate. It is also recorded in a register maintained by
Universal Money Centers, Inc. The Rights expire at 5:00 P.M., Central Daylight
time, on July __, 2000 (the "Expiration Date"). The Rights are not transferable.

As a holder of Rights, you have a Basic Subscription Privilege, as
described in the Company's Prospectus dated June __, 2000 (the "Prospectus).
Under this Privilege, each Right held by you entitles you to subscribe for and
purchase one share of Common Stock, $.01 par value per share ("Share") at a
subscription price of $_____ per share (the "Subscription Price"). If you
exercise the Basic Subscription Privilege to the fullest extent possible, you
have an Over-subscription Privilege to purchase additional Shares to the extent
such Shares are available after exercise of the Basic Subscription Privilege by
the shareholders. If sufficient Shares are not available to fully satisfy all
requests for Over-subscription, an allotment, as described in the Prospectus,
will be used to apportion the available Shares.

Rights may be exercised only by the holder of record thereof. If a
beneficial owner of Rights desires to exercise such Rights or participate in the
Over-subscription, he may do so only by having the holder of record act on his
behalf. A nominee which holds Rights on behalf of one or more beneficial owners
may exercise the Over-subscription Privilege described above on behalf of any
such owner to the extent that such Privilege may be applicable to the Rights
exercised on behalf of such owner.

If you desire to subscribe for and purchase all or some of the Shares
corresponding to your Rights, you should complete and sign Form 1 on the reverse
side of your Rights Certificate and follow the Form 1 instructions set forth
below as soon as possible. You should also complete and execute the Substitute
Form W-9 on the Rights Certificate. The Subscription Price is payable in United
States dollars by check, bank draft or money order payable to Universal Money
Centers, Inc. To execute the Rights to purchase Shares, you must deliver to
Universal Money Centers, Inc. at the address set forth below before 5:00 P.M.,
Central Daylight time, on July __, 2000: (1) the signed Rights Certificate with
Form 1 and the Substitute Form W-9 thereon completed and (2) payment of the
applicable Subscription Price.

If you pay by uncertified personal check, you shall allow sufficient time
to ensure delivery to Universal Money Centers, Inc. and clearance of payment
made by uncertified personal check prior to 5:00 p.m., Central Daylight Time, on
the expiration date. Because uncertified personal checks may take at least five
business days to clear, you are strongly urged to pay, or arrange for payment,
by means of certified or cashier's check or money order.

If there are joint owners of Rights, each joint owner must sign the Form 1
and Substitute Form W-9 on the rights certificate submitted to the Subscription
Agent. All signatures should be in exactly the same form as the names of the
registered owners are printed on the Rights Certificate. All other information
requested should be printed or typed. If the Rights Certificate is signed and
executed by an attorney, executor, administrator, guardian or other fiduciary,
or by an officer of a corporation, and the Rights Certificate is not registered
in such manner, the person so executing must give his full title in such
capacity, and proper evidence of authority to act in such capacity must be
furnished.

<PAGE>

Deliveries to Universal Money Centers, Inc. should be made
to the following address:

By Mail or By Hand:
-------------------

Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
Attention: Christopher D. Greek

The method you use to deliver the completed Rights Certificate and payment
of the appropriate Subscription Price is at your election and risk, and delivery
will be deemed effected only when actually received by Universal Money Centers,
Inc. If delivery is by mail, it is suggested that insured, registered mail with
return receipt requested be used.

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

RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M., KANSAS CITY TIME ON JULY __, 2000,
UNLESS EXTENDED BY THE COMPANY, WILL BE WORTHLESS. RIGHTS ARE DEEMED EXERCISED
ONLY UPON THE RECEIPT BY UNIVERSAL MONEY CENTERS, INC. OF (1) A DULY COMPLETED
RIGHTS CERTIFICATE AND (2) PAYMENT OF THE SUBSCRIPTION PRICE.
----------------------

COMPLETION OF FORMS:

To complete the Rights Certificate, you must fill out both Form 1 and the
Substitute Form W-9. The instructions for the Substitute Form W-9 are contained
in the Form on the Rights Certificate. You should complete Form 1 on the Rights
Certificate in the following manner:

1. If you wish to exercise all or some of your Rights, state in line (a)
the number of Shares that you wish to purchase and the amount of payment due for
such subscription. One Right is required in order to purchase each Share under
the Basic Subscription Privilege. Please be sure that you own a sufficient
number of Rights to subscribe for the Shares you want to purchase.

2. If you wish to Over-subscribe, enter in line (b) the number of Shares
for which you wish to over-subscribe and the amount of payment due for such
over-subscription. You may over-subscribe only if you exercise your Rights to
the fullest extent possible under the Basic Subscription Privilege.

3. On line (c), state the total Subscription Price of the Shares which you
wish to purchase. To obtain the cost of the Shares, add the amount of the
Payment under lines (a) and (b). You must include full payment of the total
Subscription Price with this request. Payment may be by check, or postal or
express money order, payable in United States dollars to us. Requests received
for subscription without any payment will be returned.

4. On line (d), sign, print your name and state your telephone number. If
there are joint beneficial owners, each joint owner must sign.

5. Rights remaining following the subscription will be held by Universal
Money Centers, Inc. until instructed otherwise by the holder.

-2-

ACCOUNTANTS' CONSENT

We consent to the use of our report dated April 10, 2000 included in this Form
SB-2 with respect to our audits of the consolidated financial statements of
Universal Money Centers, Inc. for the years ended January 31, 2000 and 1999. We
also consent to the reference to our firm under the caption "Experts."

/s/ BAIRD, KURTZ & DOBSON

Kansas City, Missouri
May 5, 2000

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David S. Bonsal, John L.
Settles and Christopher D. Greek, and each of them with full power to act
without the others, with full power of substitution, as the true and lawful
attorneys-in-fact and agents for the undersigned and in the undersigned's name,
place and stead, to sign in the name and on behalf of the undersigned the
Registration Statement on Form SB-2 and any and all amendments thereto,
including post-effective amendments, and including the Prospectus or amended
Prospectus therein, and to file the same, with all exhibits thereto, and any and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Dated: March 24, 2000

/s/ David S. Bonsal
---------------------------------------
David S. Bonsal
Chairman of the Board,
Chief Executive Officer and
Director

<PAGE>

POWER OF ATTORNEY

Dated: March 24, 2000

/s/ John L. Settles
-----------------------------------------
John L. Settles
President

<PAGE>

POWER OF ATTORNEY

Dated: March 24, 2000

/s/ Pamela A. Glenn
----------------------------------------
Pamela A. Glenn
Vice President and Secretary

<PAGE>

POWER OF ATTORNEY

Dated: March 24, 2000

/s/ Arthur M. Moglowsky
-----------------------------------------
Arthur M. Moglowsky
Director

<PAGE>

POWER OF ATTORNEY

Dated: March 24, 2000

/s/ Jeffrey M. Sperry
-----------------------------------------
Jeffrey M. Sperry
Director

Exhibit 99.1

UNIVERSAL MONEY CENTERS, INC.
OFFERING OF SHARES OF COMMON STOCK

PLEASE GIVE THIS LETTER AND INSTRUCTIONS
YOUR PROMPT ATTENTION

THE ENCLOSED RIGHTS CERTIFICATE HAS VALUE. PLEASE DO NOT LOSE OR
MUTILATE IT. YOUR RIGHTS CERTIFICATE EXPIRES AND BECOMES
WORTHLESS AT 5:00 P.M., KANSAS CITY TIME, ON JULY __, 2000,
UNLESS EXTENDED BY THE COMPANY, SO TAKE WHATEVER ACTION YOU
DESIRE AS SOON AS POSSIBLE. THIS RIGHTS CERTIFICATE IS
NON-TRANSFERABLE.

June __, 2000

Dear Shareholder:

Universal Money Centers, Inc. (the "Company") is offering
for sale to its shareholders shares of Common Stock, $.01 par
value per share (the "Shares") to be issued by the Company. In
connection with this offering, the Company is hereby distributing
to you with this letter one non-transferable subscription right
("Right") for each share of the Company's common stock that you
owned of record as of the close of business on June __, 2000.
[The number of rights issued to you is based upon the number of
shares of common stock held of record by you, taking into account
the 1-for-20 reverse stock split of the outstanding common stock,
which became effective on June __, 2000. The Rights distributed
to you are set forth in the enclosed Rights Certificate.]

Under your Basic Subscription Privilege, each Right entitles
you to subscribe for and purchase one Share at a subscription
price of $_____ per share. In addition, if you exercise your
Basic Subscription Privilege to the fullest extent possible, you
have an Over-subscription Privilege to purchase additional
Shares, to the extent such Shares are available. Rights are
nontransferable and may be exercised only by the holder of record
thereof.

If you desire to exercise your Rights in whole or in part,
please carefully review and follow the enclosed instructions.
Unless you exercise your Rights prior to 5:00 p.m., Kansas City
time, on July __, 2000, unless extended by the Company, your
Rights Certificate will become worthless. Shareholders who send
their Rights Certificates to the Company by mail must allow
adequate time for actual receipt prior to the date and time
specified above.

The Offering is being made upon all of the terms and
conditions set forth in the Company's Prospectus, dated June __,
2000, a copy of which is enclosed herewith. If you wish to obtain
an additional copy of the Prospectus, or if you have any
questions concerning your Rights, please feel free to telephone
Christopher D. Greek, Universal Money Centers, Inc. at
(913)-831-2055.

UNIVERSAL MONEY CENTERS, INC.

/s/ David S. Bonsal
------------------------------
By: David S. Bonsal
President and Chief Executive Officer

Exhibit 99.2

UNIVERSAL MONEY CENTERS, INC.
OFFERING OF SHARES OF COMMON STOCK
TO HOLDERS OF RECORD OF
COMMON STOCK AS OF JUNE __, 2000

THIS OFFER WILL EXPIRE ON JULY __, 2000
AT 5:00 P.M. KANSAS CITY TIME UNLESS EXTENDED

June __, 2000

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We are enclosing materials relating to the offer by Universal Money
Centers, Inc. (the "Company") of shares of Common Stock, $.01 par value per
share, to holders of record of its Common Stock as of the close of business on
June __, 2000 (the "Record Date").

Also enclosed is a Rights Certificate setting forth the number of Rights
distributed to you by the Company as a holder of record of Common Stock on the
Record Date. The Rights distributed to you may only be exercised by you and are
nontransferable. The Rights expire on July __, 2000 at 5:00 P.M., Kansas City
time, unless extended.

We are asking you to forward the offering materials to those clients of
yours on whose behalf you held Common Stock as of the Record Date. The offering
materials consist of (1) a Prospectus dated June __, 2000 and (2) a printed form
of letter which may be sent to your clients who may be eligible to participate
in the Offering, with a form attached thereto for obtaining such client's
directions for the purchase of shares of Common Stock. The Company will, upon
request, reimburse you for reasonable and customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients.

Because the Rights may be exercised only by the registered holder thereof,
you must act on behalf of the client to purchase shares of Common Stock. You may
do so by returning to the Company the enclosed Rights Certificate duly executed
together with payment of the subscription price for the shares of Common Stock
to be purchased.

The Offering is subject to the terms and conditions set forth in the
Prospectus. If you wish to obtain additional copies of the Prospectus, or if
you have any questions concerning the Rights, please feel free to telephone
Christopher D. Greek, Universal Money Centers, Inc. at (913) 831-2055.

Very truly yours,

UNIVERSAL MONEY CENTERS, INC.

/s/ Davis S. Bonsal
------------------------------
David S. Bonsal
President and Chief Executive
Officer

Exhibit 99.3

UNIVERSAL MONEY CENTERS, INC.

OFFERING OF SHARES OF COMMON STOCK

THIS OFFER WILL EXPIRE ON JULY __, 2000
AT 5:00 P.M. KANSAS CITY TIME UNLESS EXTENDED

To Our Clients:

Enclosed for your consideration are materials relating to an offering by
Universal Money Centers, Inc. (the "Company") of shares of Common Stock, $.01
par value per share to be issued by the Company.

In connection with the offering, the Company is distributing one
nontransferable subscription right for each share of the Company's common stock
owned of record as of the close of business on the record date, which is June
__, 2000. [The number of rights issued is based upon the number of shares of
common stock held of record on the record date, taking into account the 1-for-20
reverse stock split of the outstanding common stock, which became effective on
June __, 2000.]

As the holder of record on your behalf of shares of common stock, we have
been issued Rights for your benefit in connection with the Offering. The Rights
are nontransferable and may be exercised only by us as the holder of record of
such Rights. If would like us to exercise the Rights issued to us on your behalf
and purchase Shares for you, please complete the enclosed subscription form and
return the completed form together with payment of the subscription price to us
as promptly as possible. The Offering expires at 5:00 P.M., Kansas City time, on
July __, 2000, unless extended.

Each Right entitles the holder thereof to subscribe for and purchase one
Share at a subscription price of $____ per share under a Basic Subscription
Privilege. In addition, if a holder exercises his Basic Subscription Privilege
to the fullest extent possible, the holder has an Over-subscription Privilege to
purchase additional Shares, to the extent such Shares are available.

The Offering is subject to the terms and conditions set forth in the
enclosed Prospectus, and the terms of the Prospectus should be carefully
reviewed. If you wish to obtain additional copies of the Prospectus, or if you
have any questions concerning the Rights, please feel free to telephone
Christopher D. Greek, Universal Money Centers, Inc. at (913) 831-2055.

IF YOU WISH TO PURCHASE SHARES, PLEASE COMPLETE THE ENCLOSED SUBSCRIPTION FORM
AND RETURN THE COMPLETED FORM, TOGETHER WITH PAYMENT OF THE SUBSCRIPTION PRICE,
TO US AS PROMPTLY AS POSSIBLE.

<PAGE>

REQUEST TO SUBSCRIBE FOR SHARES

One Right and the Subscription Price are required to
subscribe for each Share, except pursuant to the
Over-subscription Privilege as described in the Prospectus.

(a) BASIC SUBSCRIPTION:

(No. of Shares Subscribed) (Subscription Price) = Payment

_________________ X [$________] = $___________

(b) OVERSUBSCRIPTION:

(No. of Shares Oversubscribed)(Subscription Price) = Payment

_________________ X [$________] = $___________

Total Payable to _________ Universal Money Centers, Inc. $___________

(d) SIGNATURES OF BENEFICIAL OWNERS:

- ---------------------------------- ----------------------------------------
Signature Signature

- ---------------------------------- ----------------------------------------
Print Name Print Name

TELEPHONE NUMBER: (___)____________ (day) (___)______________ (evening)

INSTRUCTIONS

4. On line (d), sign, print your name and state your telephone number. If
there are joint beneficial owners, each joint owner must sign.

-2-