Filed Pursuant to Rule 424(b)(3)

PROSPECTUS

Dollar Financial Group, Inc.

Offer to Exchange

$30,000,000 in Aggregate Principal Amount of

9.75% Senior Notes Due 2011

Which Have Been Registered Under the Securities Act

For any and all Outstanding 9.75% Senior Notes Due 2011

Issued by Dollar Financial Group, Inc.

        This exchange offer expires at 5:00 p.m., New York City time, on September 30, 2005, unless extended.

      Dollar Financial Group, Inc. hereby offers to exchange up to $30,000,000 aggregate principal amount of its 9.75% senior notes due 2011, which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which this prospectus is part, or the “exchange notes,” for a like principal amount of its 9.75% senior notes due 2011 outstanding on the date hereof, or the “old notes,” upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. The terms of the exchange notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. The exchange notes will be issued pursuant to, and entitled to the benefits of, the indenture, dated as of November 13, 2003, among Dollar Financial Group, Inc., its parent company, Dollar Financial Corp., and its existing and future domestic subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. Dollar Financial Group, Inc. will not receive any proceeds from the exchange offer. The exchange will not be a taxable event for U.S. federal income tax purposes. The exchange notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

      You should carefully consider the risk factors beginning on page 14 of this prospectus before deciding whether or not to participate in the exchange offer.

      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.

The date of this prospectus is August 12, 2005

TABLE OF CONTENTS

      Broker-dealers receiving exchange notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

      This document incorporates important business and financial information about us from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents related to us through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them by writing or telephoning us at the following address: Dollar Financial Group, Inc., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288, Phone: (610) 296-3400.

      In order for you to receive timely delivery of these documents in advance of the exchange offer, we must receive your request no later than September 23, 2005.

FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “potential,” “continue” and similar expressions, as they relate to us, are intended to identify forward-looking statements.

      We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this prospectus.

      Our forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

	•	Leading Position in Our Core Markets. We have a leading position in our core markets, operating the second-largest financial services store network of its kind in the United States, with 347 company-operated stores, and the largest financial services network of its kind in Canada, with 214 company-operated stores, and in the United Kingdom, with 152 company-operated stores. In addition, our legal document preparation services retail store network is the largest of its kind in the United States, with 146 franchised locations and 29 company-owned stores.
	•	High-quality Customer Service. We provide high-quality customer service both through our stores and through our centralized support centers. We believe our stores are located in desirable locations near our customers and operate at convenient hours with clean, attractive and secure environments.
	•	Diversified Product and Geographic Mix. Our range of consumer financial products and services and our geographic diversification provide a diverse stream of revenue growth opportunities.
	•	Diversification and Management of Credit Risk. Our exposure to loss from a single financial services transaction is minimal. We actively manage our customer risk profile and collection efforts in order to maximize our consumer lending and check cashing revenues while maintaining losses within an acceptable range.
	•	Management Expertise. Our highly qualified and motivated management team at the corporate and operational levels has demonstrated the ability to grow our business through its strategic vision, operational leadership and strong track record of identifying, closing and successfully integrating acquisitions.

	•	Capitalizing on Our Enhanced Network and System Capabilities. We plan to continue to take advantage of the economies of scale and efficiencies provided by our network of 1,335 stores and our centralized, proprietary support systems to improve customer service and enhance network and store-level profitability.
	•	Growing Through Disciplined Network Expansion. We intend to continue to grow our store network, employing a balanced geographical expansion strategy consisting of a combination of new store openings, acquisitions and franchising, while adhering to a disciplined site selection process. In fiscal 2005, we opened 36 new financial services stores, acquired 51 financial services stores and acquired 170 and opened four new We The People locations, offering retail-based legal document preparation services. In addition to these new store openings, we are actively seeking to acquire targeted competitor operations in selected expansion markets in the United States, Canada and the United Kingdom.
	•	Maintaining Our Customer-driven Retail Philosophy. We will strive to maintain our customer service-oriented approach with convenient operating hours, clean facilities and employees trained and incentivized to meet the basic financial service needs of our customers.
	•	Introducing Related Products and Services. We intend to continue to innovate, develop, acquire and introduce new products and services to meet the needs of our customers.
	•	Expanding Our Franchising Strategy. We intend to expand the reach of our business and our network through an extension of our existing United States, Canadian and U.K. franchising strategy.

	•	Competition. The industry in which we operate is highly fragmented and very competitive, which could cause us to lose market share and revenues.
	•	International operations. We are subject to risks relating to our international operations that could negatively affect our operating results.
	•	Consumer Lending. The revised Federal Deposit Insurance Corporation, or FDIC, guidelines for payday lending have caused us to transition away from bank-funded consumer loans to company-funded consumer loans.
	•	Regulation. Our business is subject to numerous state and certain federal and foreign laws and regulations that are subject to change and may impose significant costs or limitations on the way we conduct or expand our business.
	•	Substantial debt. We have substantial existing debt and may incur additional debt in the future, which could adversely affect our financial health and our ability to obtain future financing and react to changes in our business.

Exchange Offer		We are offering to exchange the exchange notes for the old notes issued on June 23, 2005 for aggregate gross proceeds of approximately $30.0 million. The old notes may only be exchanged in multiples of $1,000 principal amount. To be exchanged, an old note must be properly tendered and accepted.
Resales Without Further Registration		We believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
		• you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business;
		• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of the exchange notes issued to you in the exchange offer; and
		• you are not our “affiliate,” as defined under Rule 405 of the Securities Act.
		Each of the participating broker-dealers that receives exchange notes for its own account in exchange for original notes that were acquired by such broker or dealer as a result of market-making or other activities must acknowledge that it will deliver a prospectus in connection with the resale of the exchange notes.
Expiration Date		5:00 p.m., New York City time, on September 30, 2005 unless we extend the exchange offer.
Exchange and Registration Rights		You have the right to exchange the old notes that you hold for exchange notes with substantially identical terms. This exchange offer is intended to satisfy these rights. Once the exchange offer is complete, you will no longer be entitled to any exchange or, except in limited circumstances, registration rights with respect to your old notes, and the exchange notes will not provide for liquidated damages.
Accrued Interest on the Exchange Notes and Original Notes		The exchange notes will bear interest from May 15, 2005 (or the date interest will be most recently paid on the old notes). Holders of old notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such old notes accrued to the date of issuance of the exchange notes.
Conditions to the Exchange Offer		The exchange offer is conditioned upon certain customary conditions which we may waive and upon compliance with securities laws.

Procedures for Tendering Original Notes		Each holder of old notes wishing to accept the exchange offer must:
		• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
		• arrange for The Depository Trust Company to transmit certain required information to the exchange agent in connection with a book-entry transfer.
		You must mail or otherwise deliver this documentation together with the old notes to the exchange agent.
Special Procedures for Beneficial Holders		If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures		You must comply with the applicable procedures for tendering if you wish to tender your old notes and:
		• time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer;
		• you cannot complete the procedure for book-entry transfer on time; or
		• your old notes are not immediately available.
Withdrawal Rights		You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the date the exchange offer expires.
Failure to Exchange Will Affect You Adversely		If you are eligible to participate in the exchange offer and you do not tender your old notes, you will not have further exchange or registration rights and your old notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the old notes will be adversely affected.
Certain United States Federal Income Tax Considerations		The exchange of old notes for exchange notes pursuant to the exchange offer will not result in a taxable event. Accordingly:
		• no gain or loss will be realized by a U.S. holder upon receipt of an exchange note;
		• a holder’s holding period for exchange notes will include the holding period for old notes; and

		• the adjusted tax basis of the exchange notes will be the same as the adjusted tax basis of the old notes exchanged at the time of such exchange.
		See “Certain Tax Considerations.”
Accounting Treatment		The exchange notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the exchange notes will be amortized over the term of the notes. See “The Exchange Offer — Accounting Treatment.”
Use of Proceeds		We will not receive any proceeds from the exchange offer. See “Use of Proceeds.”

Issuer		Dollar Financial Group, Inc.
Notes Offered		$30.0 million in aggregate principal amount of 9.75% senior notes due 2011. The exchange notes have terms substantially identical to those $30.0 million principal amount of 9.75% senior notes due 2011 that were issued on June 23, 2005.
Maturity Date		November 15, 2011.
Interest Payments		Interest will be payable semiannually in arrears on May 15 and November 15 of each year, beginning November 15, 2005.
Form and Terms		The form and terms of the exchange notes will be the same as the form and terms of the old notes except that:
		• the exchange notes will bear a different CUSIP number from the old notes;
		• the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer; and
		• you will not be entitled to any exchange or registration rights with respect to the exchange notes, and the exchange notes will not contain provisions relating to the payment of additional interest to be made to the holders of the old notes under certain circumstances related to the timing and completion of the exchange offer.
		The exchange notes will evidence the same debt as the old notes. They will be entitled to the benefits of the indenture governing the old notes and will be treated under the indenture as a single class with the old notes.
Optional Redemption		The exchange notes will be redeemable at our option, in whole or in part, at any time on or after November 15, 2007 at the redemption prices described under “Description of the Notes — Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.
		In addition, prior to November 15, 2006, we may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of certain equity issuances at a redemption price equal to 109.75% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.
Change of Control		Upon a Change of Control, as defined under “Description of the Notes — Certain Definitions,” holders of the exchange notes may require us to purchase all or part of their notes at a purchase price equal to 101% of the aggregate principal amount of the exchange notes, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of the Notes — Repurchase at the Option of Holders — Change of Control.”
Guarantees		Subject to the subordination provisions set forth in the intercreditor agreement described in this prospectus, the exchange notes will be fully and unconditionally guaranteed on a joint and several basis by

		our parent company, Dollar Financial Corp., and our existing and future domestic subsidiaries. See “Description of the Notes — Guarantees” and “— Intercreditor Agreement.”
Collateral		Guarantees of the exchange notes by guarantors directly owning, now or in the future, capital stock of foreign subsidiaries will be secured by second priority liens on 65% of the capital stock of such foreign subsidiaries. In the event we directly own a foreign subsidiary in the future, the exchange notes will be secured by a second priority lien on 65% of the capital stock of any such foreign subsidiary. The lenders under our credit facility have the benefit of first priority liens on such collateral. See “Description of the Notes — Security” and “— Intercreditor Agreement.”
Ranking		The exchange notes will be our senior debt obligations and:
		• will rank equally with all of our existing and future unsubordinated indebtedness; and
		• will rank senior to all of our existing and future subordinated indebtedness.
		The exchange notes will be effectively subordinated to any existing and future liabilities, including liabilities under the credit facility, that are secured by assets of ours to the extent of the value of the assets securing such liabilities.
		In addition, our foreign subsidiaries have not guaranteed and will not guarantee our obligations under the notes. Therefore, the exchange notes will be effectively subordinated to the existing and future liabilities of our foreign subsidiaries, including trade creditors, secured creditors and other creditors holding debt and guarantees issued by such foreign subsidiaries, as well as claims of preferred and minority stockholders (if any) of such foreign subsidiaries.
		The guarantees of the exchange notes:
		• will be subject to the subordination provisions set forth in the intercreditor agreement described in “Description of the Notes — Intercreditor Agreement;”
		• will rank equally with all of our guarantors’ existing and future unsubordinated indebtedness; and
		• will rank senior to all of our guarantors’ existing and future subordinated indebtedness.
		The guarantees will be effectively subordinated to any existing and future liabilities of our domestic subsidiaries, including liabilities under the credit facility, that are either secured by a lien on the collateral that is senior or prior to the second priority liens securing the guarantees or secured by assets that are not part of the collateral to the extent of the value of the assets securing such liabilities.

		As of March 31, 2005, after giving effect to the offering of the old notes:
		• we (excluding our subsidiaries) would have had approximately $271.8 million of senior indebtedness outstanding, including $30.0 million of indebtedness represented by the old notes, with a $0.8 million bond premium, $20.0 million of indebtedness represented by the notes issued in May 2004 with $1.1 million in bond premium and $220.0 million of indebtedness represented by the notes issued in December 2003;
		• our parent company and our subsidiary guarantors would have had no senior indebtedness outstanding, excluding their guarantees of obligations under our domestic revolving credit facility and the notes;
		• our foreign subsidiaries that are not guaranteeing the notes would have no indebtedness outstanding;
		• we would have been able to incur an additional $38.0 million of indebtedness under our domestic revolving credit facility; and
		• we would have been able to incur an additional $10.0 million of indebtedness under our Canadian overdraft facility.
Restrictive Covenants		The terms of the exchange notes will place certain limitations on our and our subsidiaries’ ability to, among other things:
		• incur additional indebtedness;
		• pay dividends or make other payments or distributions;
		• repurchase or redeem equity interests or subordinated indebtedness;
		• make investments or acquisitions;
		• create liens;
		• enter into sale and leaseback transactions;
		• sell assets or issue certain types of equity interests;
		• enter into transactions with affiliates;
		• incur restrictions on the ability of our subsidiaries to pay dividends or make other payments or transfers to us; and
		• merge or consolidate with or into any other person or transfer all or substantially all of our assets.
		These limitations are subject to a number of exceptions and qualifications described under “Description of the Notes — Certain Covenants.”

																							Nine Months Ended
			Year Ended June 30,																				March 31,
			2000				2001				2002				2003				2004				2004				2005
																							(Unaudited)
			(Dollars in thousands, except per check data)
Statements of Operations Data:
Revenues:
	Check cashing		$	97,350			$	105,690			$	104,792			$	108,435			$	117,397			$	87,939			$	95,803
	Consumer lending:
	Fees from consumer lending			45,720				78,653				98,538				107,580				122,461				90,130				113,970
	Provision for loan losses and adjustments to servicing revenues			(10,187	)			(19,487	)			(27,913	)			(24,995	)			(24,489	)			(17,899	)			(22,517	)
Consumer lending, net				35,533				59,166				70,625				82,585				97,972				72,231				91,453
Money transfer fees				7,881				9,444				10,098				11,652				13,052				9,574				10,915
Other revenues				24,989				21,199				16,461				16,716				18,009				13,365				16,821
Total revenues				165,753				195,499				201,976				219,388				246,430				183,109				214,992
Store and regional expenses:
	Salaries and benefits			47,058				57,453				65,295				69,799				76,008				56,881				63,419
	Occupancy			12,800				16,881				18,087				18,856				19,805				14,768				16,814
	Depreciation			4,683				5,829				6,522				5,859				6,546				4,471				5,326
	Other			36,503				45,321				46,238				47,766				53,321				39,932				45,828
Total store and regional expenses				101,044				125,484				136,142				142,280				155,680				116,052				131,387
Establishment of reserves for new consumer lending arrangements				—				—				2,244				—				—				—				—
Corporate expenses				22,342				22,500				24,516				31,241				32,813				22,727				31,486
Losses on store closings and sales and other restructuring				249				926				1,435				3,987				361				278				(8	)
Goodwill amortization				5,564				4,710				—				—				—				—				—
Other depreciation and amortization				1,620				1,952				2,709				3,320				3,286				2,672				2,908
Interest expense, net of interest income				17,491				20,361				18,694				20,168				25,303				18,172				19,595
Loss on extinguishment of debt				—				—				—				—				7,486				7,209				—
Litigation settlement costs				—				—				—				2,750				—				—				—
Income before income taxes				17,443				19,566				16,236				15,642				21,501				15,999				29,624
Income tax provision(1)				12,043				12,876				10,199				13,511				16,589				14,936				14,045
Net income			$	5,400			$	6,690			$	6,037			$	2,131			$	4,912			$	1,063			$	15,579

																						Nine Months Ended
		Year Ended June 30,																				March 31,
		2000				2001				2002				2003				2004				2004				2005
																						(Unaudited)
		(Dollars in thousands, except per check data)
Other Data (unaudited):
Capital expenditures(2)		$	13,940			$	12,129			$	10,063			$	7,428			$	8,150			$	5,080			$	9,324
Ratio of earnings to fixed charges(3)			1.7	x			1.7	x			1.6	x			1.6	x			1.7	x			1.7	x			2.2	x
Consumer lending stores in operation at end of period			891				978				1,018				1,084				1,110				1,106				1,342
Comparable store, franchised store and document transmitter revenue growth(4)			17.8	%			5.4	%			1.3	%			8.1	%			11.5	%			11.4	%			15.4	%
Face amount of checks cashed		$	2,743,765			$	3,046,705			$	2,969,455			$	2,938,950			$	3,169,350			$	2,375,000			$	2,542,000
Number of checks cashed			8,204,528				9,001,635				8,689,819				8,568,944				8,427,990				6,204,000				6,067,000
Average fee per check cashed		$	11.87			$	11.74			$	12.06			$	12.65			$	13.93			$	14.17			$	15.79
Net write-offs of returned checks		$	5,770			$	8,186			$	7,062			$	6,738			$	7,662			$	5,776			$	6,851
Net write-offs as a percentage of check cashing revenue			5.9	%			7.7	%			6.7	%			6.2	%			6.5	%			6.6	%			7.2	%
Total company-funded consumer loan originations		$	134,636			$	194,771			$	284,699			$	428,733			$	491,416			$	361,597			$	514,437
Net write-offs on company- funded consumer loans		$	2,319			$	4,067			$	5,554			$	10,392			$	8,972			$	6,512			$	10,795
Net write-offs on company- funded consumer loans as a percentage of total company- funded consumer loan originations			1.7	%			2.1	%			2.0	%			2.4	%			1.8	%			1.8	%			2.1	%
Company-funded consumer loans outstanding at end of Period(5)		$	7,389			$	12,709			$	20,068			$	23,603			$	32,902			$	26,929			$	38,513
Company-funded consumer loan loss reserve			—				228				1,694	(6)			1,344				2,315				1,635				3,078
Company-funded consumer loans, net		$	7,389			$	12,480			$	18,374			$	22,259			$	30,587			$	25,294			$	35,435
Company-funded consumer loan loss reserve as a percentage of company-funded consumer loans outstanding			—				1.8	%			8.4	%			5.7	%			7.0	%			6.1	%			8.0	%
Reserve for estimated reductions to loan servicing fees(7)			—			$	372			$	1,168	(6)		$	1,093			$	1,380			$	976			$	1,885

		As of March 31, 2005
		Actual				As Adjusted(8)
		(Unaudited)
		(Dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents		$	80,789			$	99,687
Total assets			372,102				392,161
Total debt			252,072				271,822
Shareholder’s equity			62,400				62,400

(1)	As a result of our refinancing in November 2003, we no longer accrue United States taxes on foreign earnings. This results in a substantial reduction in our effective tax rate. The amount of such tax was as follows:

																				Nine Months
Year Ended June 30,																				Ended March 31,
2000				2001				2002				2003				2004				2004				2005
																				(Unaudited)
(Dollars in thousands)
$	1,745			$	3,189			$	2,370			$	5,162			$	2,349			$	1,931			$	—

(2)	This is referred to as “Additions to property and equipment” in the consolidated statements of cash flows in the financial statements described in the introductory paragraph.

(3)	For purposes of the ratio of earnings to fixed charges, earnings include earnings before income taxes and fixed charges. Fixed charges consist of interest on all debt, amortization of deferred financing costs and that portion of rental expense that we believe to be representative of interest.
(4)	These are revenues from stores, franchised stores and document transmitters that were open during the entire period and the comparable prior period.
(5)	Includes principal amount under all such loans and any applicable origination and servicing fees paid by the customer (including pledged company-funded loans).
(6)	During fiscal year 2002, Eagle National Bank discontinued the offering of short-term consumer loans through our stores pursuant to a December 18, 2001 consent order entered into with the United States Comptroller of the Currency. In June 2002, we entered into a new servicing relationship with County Bank of Rehoboth Beach, Delaware to provide short-term consumer loans to our customers. The change in our servicing relationship required corresponding changes to our banking systems, procedures and daily operations. County Bank elected not to fund loans in California and, therefore, we increased the number and amount of company-funded loans we originated. State regulations also prevented the refinancing of company-funded loans in California on their stated maturity date. We believed these factors increased the likelihood of loan losses on our company-funded consumer loan portfolio and the bank-funded consumer loan portfolio. Accordingly, we increased our estimated loss rates for both of these portfolios and established an aggregate reserve of $2.2 million. In June 2005, we terminated our relationship with County Bank.
(7)	We have had servicing relationships with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Under each of these relationships, we provided various services to the bank in connection with our origination and servicing of short-term consumer loans funded by the bank, in exchange for which we were compensated by the bank through the payment of marketing and servicing fees. These fees were subject to adjustment for losses on the loans we originated for County Bank and First Bank. An accrued liability has been established to reflect anticipated adjustments to our servicing fees. The loans we originated for these banks are not reflected on our balance sheet. In June 2005, we terminated our relationship with County Bank. See “Risk Factors — Risks Related to Our Business — Our transition to a company-funded consumer loan model in connection with the effectiveness of the FDIC Payday Lending Guidance could have a material adverse effect on our business, results of operations and financial condition.”
(8)	The as adjusted balance sheet data gives effect to this offering and the uses of proceeds therefrom as if they occurred at March 31, 2005.

RISK FACTORS

      An investment in the exchange notes involves risk. You should carefully consider these risk factors, as well as the other information contained in this prospectus. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may impair our business operations. If any of these risks actually occur, our business, results of operations and financial condition could be significantly and negatively impacted, the trading price of the exchange notes could decline and you might lose all or part of your investment.

Risks Related to Our Indebtedness

      We have, and will continue to have, a significant amount of debt and may incur additional debt in the future. As of March 31, 2005, after giving effect to the application of our net proceeds from this offering, our total debt would have been approximately $271.8 million and shareholder’s equity would have been approximately $62.4 million. For the nine months ended March 31, 2005, our ratio of earnings to fixed charges was 2.2x. Our significant amount of debt could have important consequences to you. For example, it could:

      The terms of our various debt instruments limit our ability to incur additional debt but do not prohibit us from incurring additional debt. If current debt levels increase, the related risks that we and you now face will also increase.

      If we fail to generate sufficient cash flow from future operations to meet our debt service obligations, we may need to seek refinancing of all or a portion of our indebtedness or obtain additional financing in order to meet our obligations with respect to our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing on satisfactory terms or at all, particularly because of our high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt.

      Our and our subsidiaries’ debt instruments contain a number of significant covenants that could adversely affect our business and in turn the holders of the notes.

      These covenants restrict our, our parent company’s and our subsidiaries’ ability to, among other things:

      The breach of any covenants or obligations in any of these debt instruments will result in a default under the applicable debt instrument. If there is an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable, subject to applicable grace periods. This could trigger cross-defaults under our other debt instruments, including the notes. We cannot assure you that our assets or cash flow would be sufficient to repay fully all borrowings under our outstanding debt instruments, including the notes, if accelerated upon an event of default, or that we would be able to refinance or restructure the payments on any of those debt instruments, including the notes. Further, if we are unable to repay, refinance or restructure our indebtedness under our domestic revolving credit facility, the lenders under that facility could proceed against the collateral securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under our domestic revolving credit facility before any proceeds would be available to make payments on the notes. Any default could therefore adversely affect our growth, our financial condition, our results of operation and our ability to make payments to the holders of the notes.

      Based on our current level of operations and anticipated revenue growth, we believe our cash flow from operations, available cash and available borrowings under our domestic revolving credit facility will be adequate to meet our future liquidity needs. However, as a result of our transition away from bank-funded consumer loans to company-funded consumer loans, we may not be able to transition a portion of the outstanding loans currently funded under the bank-funded model to the company-funded model unless we are able to negotiate an increase in the covenants restricting the maximum amount of consumer loans that we can make under our domestic revolving credit facility. Moreover, we have substantial contractual commitments and debt service obligations. We cannot assure you that our business will generate sufficient cash flow from operations, that our anticipated revenue growth will be realized or that future borrowings will be available to us under our domestic revolving credit facility in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. In addition, if we undertake expansion efforts in the future, our cash requirements may increase significantly. We are currently negotiating with the lenders under our domestic revolving credit facility to, among other things, increase the borrowing capacity, increase the amount of consumer loans that we can make and extend the maturity date. We, however, cannot assure you that we will be able to successfully negotiate these changes to our domestic revolving credit facility.

Risks Related to Our Business

      For the past two years, we have had alliances with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Under each of these relationships, we provided various services to the bank in connection with our origination and servicing of the bank’s short-term consumer loans, in exchange for which we were compensated by the bank through payment of origination and servicing fees. Approximately 19% of our revenues in fiscal 2004 and approximately 19% of our revenues in the nine months ended March 31, 2005 were derived from County Bank and First Bank.

      County Bank and First Bank are subject to federal and state banking regulations. The FDIC is the primary regulator of County Bank and First Bank. On March 2, 2005, the FDIC issued the Payday Lending Guidance for payday lending applicable to both County Bank and First Bank. The Payday Lending Guidance restricts our ability to utilize bank-funded loans. The Payday Lending Guidance became effective on July 1, 2005. As a result of the Payday Lending Guidance, we are transitioning 263 United States financial services stores from the bank-funded loan model to the company-funded loan model. As part of this transition, we have terminated our relationship with County Bank and amended our relationship with First Bank.

      Due to the implementation of the Payday Lending Guidance and the transition away from bank-funded consumer loans to company-funded consumer loans, we expect a reduction of between $8 to $12 million in store revenues for fiscal 2006 primarily as a result of state regulated limitations on the principal amount of short-term consumer loans. In addition, in connection with the transition to the company-funded loan model, we expect our company-funded consumer loan portfolio to increase by approximately $9 million by the end of our first fiscal quarter of 2006 ending September 30, 2005.

      We cannot assure you that we will be able to successfully implement this transition. Our failure to successfully implement this transition could adversely affect our business, results of operations and financial condition.

      Our business is subject to numerous state and certain federal and foreign laws and regulations which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business. These regulations govern or affect:

      The Payday Lending Guidance became effective on July 1, 2005. In response to the FDIC’s Payday Lending Guidance, we are transitioning away from the bank-funded loan model to the company-funded loan model in all states that we do business except Pennsylvania and Texas. Our 21 stores in Pennsylvania and

Texas will continue to operate as a marketing and servicing agent for First Bank under the bank-funded loan model in compliance with the Payday Lending Guidance.

      As we develop and introduce new products and services, we may become subject to additional federal and state regulations. In addition, future legislation or regulations may restrict our ability to continue our current methods of operation or expand our operations and may have a negative effect on our business, results of operations and financial condition. We ceased offering short-term consumer loans in Georgia in response to a law passed by the state legislature prohibiting these loans. Although our short-term consumer lending business in Georgia was immaterial to us financially and we had no company-operated stores in that state, similar legislation in other states could have a more substantial negative impact on our operations. States may also seek to impose new licensing requirements or interpret or enforce existing requirements in new ways. For example, the Oklahoma Administrator of Consumer Credit sought to revoke the license of our Oklahoma subsidiary during fiscal 2003, which litigation we subsequently settled. Our business is also subject to litigation and regulatory proceedings, which could generate adverse publicity or cause us to incur substantial expenditures or modify the way we conduct our business.

      Currently our check cashing and consumer lending activities are subject to only limited substantive regulation in Canada other than usury laws. In the United Kingdom, our consumer lending activities must comply with the Consumer Credit Act of 1974 and related rules and regulations which, among other things, require us to obtain governmental licenses and prescribe the presentation, form and content of loan agreements. The modification of existing laws or regulations in Canada and the United Kingdom, or the adoption of new laws or regulations restricting or imposing more stringent requirements on our international check cashing and consumer lending activities, could increase our operating expenses and significantly limit our international business activities.

      Consumer advocacy groups and some legislators have recently advocated governmental action to prohibit or severely restrict certain types of short-term consumer lending. Typically the consumer groups, some legislators and press coverage focus on lenders that charge consumers interest rates and fees that are higher than those charged by credit card issuers to more creditworthy consumers. This difference in credit cost may become more significant if a consumer does not repay the loan promptly, but renews the loan for one or more additional short-term periods. These types of short-term loans are often characterized by consumer groups, some legislators and press coverage as predatory or abusive toward consumers. If consumers accept this negative characterization of certain short-term consumer loans and believe that the loans we provide to our customers fit this characterization, demand for our loans could significantly decrease, which could negatively affect our revenues and results of operations.

      We maintain an allowance for loan losses for anticipated losses for loans we make directly as well as for fee adjustments for losses on loans we originate and service for others. To estimate the appropriate level of loan loss reserves, including the reserve for estimated reductions to loan servicing fees, we consider the amount of outstanding loans owed to us, as well as loans owed to banks and serviced by us, historical loans charged off, current collection patterns and current economic trends. Our current allowance for loan losses is based on our charge-offs, expressed as a percentage of loan amounts originated for the last twelve months applied against the total amount of outstanding loans that we make directly and outstanding loans we originate and service for others. As of March 31, 2005, our allowance for loan losses on company-funded consumer loans was $3.1 million and our reserve for estimated reductions to loan service fees was $1.9 million. These reserves, however, are estimates, and if actual loan losses or reductions to loan servicing fees are materially greater than our loan loss reserves, our results of operations and financial condition could be adversely affected. In addition, in connection with the transition of our consumer loan portfolio from bank-funded loans to company-funded

loans in reaction to the Payday Lending Guidance, our loan losses may significantly increase during the transition period due to the increase in the number of company-funded consumer loans.

      We are currently subject to a number of legal proceedings. We are vigorously defending these proceedings. However, the resolution of one or more of these proceedings could have a material adverse impact on our results of operations or cash flows in future periods. See “Business — Legal Proceedings.”

      The industry in which we operate is highly fragmented and very competitive. In addition, we believe that the market will become more competitive as the industry consolidates. In addition to other check cashing stores and consumer lending stores in the United States, Canada and the United Kingdom, we compete with banks and other financial services entities and retail businesses that cash checks, offer consumer loans, sell money orders, provide money transfer services or offer other products and services offered by us. Some of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our ability to generate sufficient cash flow to service our indebtedness and fund our operations.

      We currently conduct significant check cashing and consumer lending activities internationally. Our foreign subsidiaries accounted for 55.4% of our total revenues during fiscal 2004 and 59.2% of our total revenues during the nine months ended March 31, 2005. Our financial results may be negatively impacted to the extent tax rates in foreign countries where we operate exceed those in the United States and as a result of the imposition of withholding requirements on foreign earnings. Moreover, if political, regulatory or economic conditions deteriorate in these countries, our ability to conduct our international operations could be limited and the costs could be increased, which could negatively affect our operating results.

      Our operations in Canada and the United Kingdom are significant to our business and present risks which may vary from those we face domestically. At March 31, 2005, assets held by our foreign subsidiaries represented 59.0% of our total assets. Since international operations increase the complexity of an organization, we may face additional administrative costs in managing our business. In addition, most countries typically impose additional burdens on non-domestic companies through the use of local regulations, tariffs and labor controls. Unexpected changes to the foregoing could negatively impact our operations.

      We derive significant revenue, earnings and cash flow from our operations in Canada and the United Kingdom. Our results of operations are vulnerable to currency exchange rate fluctuations in the Canadian dollar and the British pound against the United States dollar. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted income before income taxes by approximately $4.0 million for the nine months ended March 31, 2005 and $2.7 million for the nine months ended March 31, 2004. This impact represents nearly 13.5% of our consolidated income before income taxes for the nine months ended March 31, 2005 and 17.0% of our consolidated income before income taxes for the nine months March 31, 2004. Our results of operations will continue to be significantly affected by foreign currency fluctuations, which would cause our results to be below expectations in any period.

      A significant portion of our revenues is derived from cashing checks. Revenues from check cashing accounted for 47.6% of our total revenues during fiscal 2004 and 44.6% of our total revenues during the nine months ended March 31, 2005. Any changes in economic factors that adversely affect consumer transactions could reduce the volume of transactions that we process and have an adverse effect on our revenues and results of operations.

      Our business model for our legal document preparation services business is being challenged in various states and, at the Federal level, by various United States Bankruptcy trustees as the unauthorized practice of law. A finding in any of these pending lawsuits and proceedings that our legal document preparation services business model constitutes the unauthorized practice of law could result in our discontinuation of these services in any one or more jurisdictions.

      Future legislative and regulatory activities and court orders may restrict our ability to continue our current legal document preparation services business model or expand its use. For example, there have been recent efforts by various trade and state bar associations and state legislatures and regulators, such as in Massachusetts, to define the practice of law in a manner which would prohibit the preparation of legal documents by non-attorneys. In Illinois, there are competing bills moving through the legislative process which would regulate the preparation of legal documents by non-attorneys.

      In Pittsburgh, Pennsylvania and Oakland, California, local zoning boards have passed ordinances restricting the operating hours, range of services that can be offered and acceptable locations for new check cashing stores. We believe our existing stores in these municipalities will not be significantly adversely affected by these regulations. However, these ordinances could adversely affect our willingness and ability to expand our presence in these municipalities. Also, if other local zoning boards or regulatory bodies approve similar ordinances, or otherwise limit our ability to provide products and services, our business, results of operations and financial condition could be negatively impacted.

      Apparently in response to pressure from consumer advocacy groups, and citing potential risks to its reputation, a major regional bank announced that it would no longer lend to companies making short-term consumer loans of the type we make. Although this bank is not one of the lenders under our domestic revolving credit facility, we rely on borrowings from similar banks to meet our liquidity needs. If our existing lenders or potential lenders decide to stop making loans to companies like ours, our borrowing cost could increase or we possibly could face cash shortages, which could limit our ability to expand our business and could have a significant negative impact on our financial condition.

      Our expansion strategy, which contemplates the addition of new stores and franchisees, is subject to significant risks. Our continued growth is dependent upon a number of factors, including the ability to hire, train and retain an adequate number of experienced management employees, the availability of adequate financing for our expansion activities, the ability to find qualified franchisees, the ability to obtain any government permits and licenses that may be required and other factors, some of which are beyond our

control. There can be no assurance that we will be able to successfully grow our business or that our current business, results of operations and financial condition will not suffer if we are unable to do so. Expansion beyond the geographic areas where the stores are presently located will increase demands on management and divert their attention. In addition, expansion into new products and services will present new challenges to our business and will require additional management time.

      We derive the largest component of our revenues from fees associated with cashing payroll, government and personal checks. Recently, there has been increasing penetration of electronic banking services into the check cashing and money transfer industry, including direct deposit of payroll checks and electronic transfer of government benefits. To the extent that checks are replaced with such electronic transfers, demand for our check cashing services could decrease.

      Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during the third fiscal quarter ending March 31 when revenues from these tax-related services peak. This seasonality requires us to manage our cash flows over the course of the year. If our revenues were to fall substantially below what we would normally expect during certain periods, our financial results would be adversely impacted and our ability to service our debt, including our ability to make interest payments on our debt, may also be adversely affected.

      Since our business requires us to maintain a significant supply of cash in each of our stores, we are subject to the risk of cash shortages resulting from employee errors and theft. Although we have implemented various programs to reduce these risks, maintain insurance coverage for theft and provide security for our employees and facilities, we cannot assure you that employee error and theft will not occur. Error and theft could lead to cash shortages and could adversely affect our results of operations.

      Our future success depends to a significant degree upon the members of our senior management, particularly Jeffrey Weiss, our Chairman and Chief Executive Officer, and Donald Gayhardt, our President. Since joining us in 1990, Messrs. Weiss and Gayhardt have been instrumental in procuring capital to assist us in executing our growth strategies, identifying and negotiating domestic and international acquisitions and providing expertise in managing our developing international operations. The loss of the services of one or more members of senior management could harm our business and development. Our continued growth also will depend upon our ability to attract and retain additional skilled management personnel. If we are unable to attract and retain personnel as needed in the future, our operating results and growth could suffer.

      Our management processes are primarily provided from our corporate headquarters in Berwyn, Pennsylvania, our international headquarters in Victoria, British Columbia and Nottingham, England and our corporate headquarters in Santa Barbara, California for We The People. We also maintain a centralized call-center facility in Salt Lake City, Utah that performs customer service, collection and loan-servicing functions for our consumer lending business. We have in place disaster recovery plans for each of these sites, including data redundancy and remote information back-up systems, but if any of these locations were severely damaged

by a catastrophic event, such as a flood, power outage or act of terror, our operations could be significantly disrupted and our business, results of operations and financial condition could be adversely impacted.

Risks Related to the Notes

      The notes rank senior in right of payment to all of our subordinated indebtedness and rank equally in right of payment with all of our unsubordinated indebtedness, including all borrowings under our domestic revolving credit facility. However, our domestic revolving credit facility is secured by first priority liens on substantially all of our and our domestic subsidiaries’ assets and property, including all of our capital stock held by our parent company, all of the capital stock of our domestic subsidiaries and 65% of the capital stock of certain of our foreign subsidiaries.

      Although the notes constitute senior obligations, the holders of secured indebtedness will have a prior claim to the assets securing such indebtedness. If we or a guarantor become insolvent, are subject to bankruptcy, insolvency or similar proceedings, or are liquidated or reorganized, lenders under our domestic revolving credit facility and any other holders of our secured debt will generally be entitled to repayment in full before any payment or distribution may be made under the notes or guarantees of the notes. In any such case, we or any guarantor of the notes may not have sufficient remaining assets to repay the notes fully.

      Until all obligations under our domestic revolving credit facility have been finally and non-avoidably paid in full, any letters of credit outstanding have been cash collateralized and the commitments of all of the lenders have been terminated, our domestic revolving credit facility also prohibits us and our subsidiaries from:

      The notes are fully and unconditionally guaranteed on a joint and several basis by our parent company, Dollar Financial Corp., and our existing and future domestic subsidiaries. Guarantees of the notes by guarantors directly owning, now or in the future, capital stock of foreign subsidiaries will be secured by second priority liens on 65% of the capital stock of such foreign subsidiaries. In the event we directly own a foreign subsidiary in the future, the notes will be secured by a second priority lien on 65% of the capital stock of any such foreign subsidiary.

      Pursuant to the subordination provisions in the intercreditor agreement, the trustee has agreed that it will not take any action on behalf of the holders of the notes to enforce the second priority liens on the pledged shares of foreign subsidiaries or the guarantees of the notes (other than, in certain circumstances, under the guarantee by our parent company) until all obligations under our domestic revolving credit facility have been paid in full in cash, any letters of credit outstanding have been collateralized and the commitments of all of the lenders have been terminated. As a result, during such period, neither the trustee nor the holders of the notes will be able to force a sale of the collateral or take remedial actions to collect on the guarantees of the notes (other than, in certain circumstances, under the guarantee by our parent company) without the concurrence of the administrative agent under our domestic revolving credit facility. In addition, if we or any of our subsidiaries that is a guarantor become insolvent or enter into a bankruptcy or similar proceeding, then the administrative agent and the lenders under our domestic revolving credit facility must be paid in full before you are paid.

      The notes are guaranteed by our parent company. You should not rely on this guarantee because our parent company has no assets other than our capital stock. If we cannot make payments under the notes, our parent company probably cannot make payments either.

      Under the federal Bankruptcy Code and comparable provisions of state fraudulent transfer laws, a court could avoid the guarantees or collateral for the guarantees, or subordinate claims in respect of the guarantees to all the guarantors’ other debts if, among other things, any guarantor, at the time it incurred the indebtedness evidenced by the guarantees:

      Under any of these circumstances, a court could avoid any payment by a guarantor or require a noteholder to return the payment to a guarantor, or to a fund for the benefit of its creditors.

      The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

      We believe that, after giving effect to the issuance, none of the guarantors will be insolvent, have unreasonably small capital for the businesses in which it is engaged or have incurred debts beyond its ability to pay debts as they mature. However, we cannot assure you that a court making these determinations would agree with these conclusions.

      We conduct substantially all of our business operation through our subsidiaries. We therefore expect that a substantial portion of the revenues available for payment of debt service on the notes will be generated by our subsidiaries. In addition, the terms of our domestic revolving credit facility restrict our ability to hold certain assets other than at the subsidiary level. Our foreign subsidiaries will not be guarantors of the notes, and those subsidiaries will have no legal obligation to make funds available to us for repayment of the notes, by way of dividends or otherwise. In addition, legal restrictions applicable to our foreign subsidiaries may limit their ability to make distributions to us.

      Our existing and future domestic subsidiaries have guaranteed the notes, but pursuant to the subordination provisions in the intercreditor agreement the subsidiary guarantees rank junior in priority to the subsidiary

guarantors’ guarantees of our domestic revolving credit facility. In addition, our domestic revolving credit facility prevents the subsidiary guarantors from making any payment or transfer of any money, property or assets in respect of such subsidiary guarantors’ guarantees of the notes until all obligations under our domestic revolving credit facility have been paid in full in cash, any letters of credit outstanding have been collateralized and the commitments of all of the lenders have been terminated. Upon any distribution to the creditors of any of the subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to any of the subsidiary guarantors or their property, the lenders under our domestic revolving credit facility will be entitled to be paid in full before any payment may be made with respect to the subsidiary guarantees. In addition, the laws of most jurisdictions provide suretyship defenses to guarantors, which may under certain circumstances limit our guarantor subsidiaries’ legal obligations to make payments under the guarantees.

      Upon specified change of control and asset sale events, you have the right to require us to offer to repurchase all or a portion of the notes. The lenders under our domestic revolving credit facility have a similar right upon a change of control or asset sale. In addition, the terms of our domestic revolving credit facility prohibit us from repurchasing the notes until all debt under our domestic revolving credit facility is paid in full and also provide that the occurrence of certain change of control events with respect to us would constitute a default under the facility. Other agreements relating to our future debt may contain similar provisions preventing us from effecting repurchases of the notes. If a change of control or asset sale occurs while we are prohibited from repurchasing the notes, we could seek our lenders’ consent to repurchase the notes or could attempt to refinance or repay the borrowings that contain the prohibition. We may not be able to obtain a consent or refinance or repay those borrowings on acceptable terms, or at all. If we do not obtain a consent or refinance or repay the borrowings, we would remain prohibited from repurchasing the notes. It is also possible that even if we were permitted to make such a repurchase, we might not have sufficient resources to satisfy all of our repurchase obligations. In either case, our failure to repurchase any tendered notes would constitute an event of default under the indenture, which would, in turn, constitute a further default under our domestic revolving credit facility.

      The old notes and exchange notes are new issues of securities for which there is currently no active trading market. We have been informed by certain of the initial purchasers that they intend to make a market in the notes, as permitted by applicable law. However, the initial purchasers are not obligated to make a market in the old notes or exchange notes and may cease their market-making activities at any time without notice. The old notes are not registered under the Securities Act and have been offered and sold only to qualified institutional buyers and to non-U.S. persons outside the United States. Consequently, the old notes are subject to restrictions on transfer. The old notes are eligible for trading in The PORTAL Market®. However, we do not intend to apply for listing of the old notes or the exchange notes on any securities exchange or for quotation through Nasdaq or any other automated interdealer quotation system. The liquidity of the trading markets in the old notes and exchange notes, and the market prices quoted for the old notes and exchange notes, may be adversely affected by changes in the overall market for high yield securities generally or the interest of securities dealers in making markets in the old notes and exchange notes and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that active trading markets will develop for the old notes or the exchange notes.

      The old notes are not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for exchange notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption

from the registration requirements of, or in a transaction not subject to, the Securities Act. We will no longer be under an obligation to register the old notes under the Securities Act, except in the limited circumstances provided in the registration rights agreement. In addition, to the extent that old notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted old notes could be adversely affected.

USE OF PROCEEDS

      This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for the old notes tendered by you and accepted by us in the exchange offer, the same principal amount of exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and will not result in any increase in our outstanding debt. Any surrendered but unaccepted notes will be returned to you and will remain outstanding.

CAPITALIZATION

      The following table sets forth our capitalization as of March 31, 2005:

      This table should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Dollar Financial Group, Inc.” and our consolidated financial statements and related notes included elsewhere in this prospectus.

SELECTED FINANCIAL DATA

      We derived the following historical financial information from our audited consolidated financial statements as of June 30, 2003 and June 30, 2004 and for each of the years in the three-year period ended June 30, 2004, and our unaudited consolidated financial statements as of and for the nine months ended March 31, 2005, which are included elsewhere in this prospectus, and our audited consolidated financial statements as of June 30, 2000, June 30, 2001 and June 30, 2002 and for each of the years in the two-year period ended June 30, 2001 and our unaudited consolidated financial statements as of and for the nine months ended March 31, 2004, which are not included in this prospectus. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Operating results for the nine months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the entire fiscal year ending June 30, 2005. This table should be read together with the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dollar Financial Group, Inc.” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DOLLAR FINANCIAL GROUP, INC.

      The following discussion and analysis of our financial condition and results of operations for the nine months ended March 31, 2004 and 2005 and fiscal years 2002, 2003 and 2004 should be read together with our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus.

Overview

      We have historically derived our revenues primarily from providing check cashing services, consumer lending and other consumer financial products and services, including money orders, money transfers and bill payment. For our check cashing services, we charge our customers fees that are usually equal to a percentage of the amount of the check being cashed and are deducted from the cash provided to the customer. For our consumer loans, we receive interest and fees on the loans or, if the loans are funded by a bank, we receive origination and servicing fees from the bank providing the loans.

      We operate in a sector of the financial services industry that serves the basic need of lower-and middle-income working-class individuals to have convenient access to cash. This need is primarily evidenced by consumer demand for check cashing and short-term loans, and consumers who use these services are often underserved by banks and other financial institutions.

      On January 4, 2005, we acquired substantially all of the outstanding shares of International Paper Converters Limited adding 17 company-owned financial services stores and two franchised financial services stores in the United Kingdom.

      On January 31, 2005, we acquired substantially all of the assets of Alexandria Financial Services, L.L.C., Alexandria Acquisition, L.L.C., American Check Cashers of Lafayette, L.L.C., ACC of Lakes Charles, L.L.C. and Southern Financial Services of Louisiana, L.L.C. This acquisition added 24 financial services stores in the Louisiana market adding to our existing market share in that area of the country.

      On March 7, 2005 we acquired substantially all of the assets of We The People Forms and Service Centers USA, Inc. relating to such company’s retail-based legal document preparation services business. We now offer these services through our wholly owned subsidiary We The People USA, Inc. through a network of 146 franchised locations and 29 company-owned stores in 32 states.

      On May 16, 2005, we acquired substantially all of the assets of Tenant Financial Enterprises, Inc. This acquisition added five financial services stores in the Arizona market, adding to our existing market share in that area of the country.

      On June 16, 2005, we announced that we are transitioning our United States financial services stores from the bank-funded consumer loan model to the company-funded consumer loan model. This transition is in response to the FDIC Payday Lending Guidance. In addition, we announced that we are discontinuing our operations as a marketing and servicing agent for consumer loans that are fulfilled through document transmitter locations.

      Our expenses primarily relate to the operations of our store network, including salaries and benefits for our employees, occupancy expense for our leased real estate, depreciation of our assets and corporate and other expenses, including costs related to opening and closing stores.

      In each foreign country in which we operate, local currency is used for both revenues and expenses. Therefore, we record the impact of foreign currency exchange rate fluctuations related to our foreign net income.

      In our discussion of our financial condition and results of operations, we refer to stores, franchises and document transmitters that were open for the entire fiscal period and the comparable prior fiscal period as comparable stores, franchises and document transmitters.

Discussion of Critical Accounting Policies

      In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with United States generally accepted accounting principles. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves, income taxes and intangible assets. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions.

      We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements:

      With respect to company-operated stores, revenues from our check cashing, money order sales, money transfer and bill payment services and other miscellaneous services reported in other revenues on our statements of operations are all recognized when the transactions are completed at the point-of-sale in the store.

      With respect to our franchised locations, we recognize initial franchise fees upon fulfillment of all significant obligations to the franchisee. Royalty payments from our franchisees are recognized as earned.

      For short-term consumer loans that we make directly, which have terms ranging from 1 to 37 days, revenues are recognized using the interest method. Loan origination fees are recognized as an adjustment to the yield on the related loan. Our reserve policy regarding these loans is summarized below in “Company-funded Consumer Loan Loss Reserves Policy.”

      In addition to the short-term consumer loans originated and funded by us, we have historically had relationships with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Pursuant to these relationships, we have marketed and serviced short-term consumer loans, which have terms ranging from 7 to 23 days, which are funded by the banks. The banks were responsible for the application review process and determining whether to approve an application and fund a loan. As a result, the banks’ loans were not reflected on our balance sheet. We earned a marketing and servicing fee for each loan that was paid by borrowers to the banks. In connection with our transition to a company-funded consumer loan model in June 2005, we terminated our relationship with County Bank and amended our relationship with First Bank.

      For loans funded by County Bank, we have historically recognized net servicing fee income ratably over the life of the related loan. In addition, each month County Bank withheld certain servicing fees payable to us in order to maintain a cash reserve. The amount of the reserve was equal to a fixed percentage of outstanding loans at the beginning of the month plus a percentage of the finance charges collected during the month. Each month, net credit losses were applied against County Bank’s cash reserve. Any excess reserve was then remitted to us as a collection bonus. The remainder of the finance charges not applied to the reserve were either used to pay costs incurred by County Bank related to the short-term loan program, retained by the bank as interest on the loan or distributed to us as a servicing fee.

      For loans funded by First Bank of Delaware, we recognize net servicing fee income ratably over the life of the related loan. In addition, the bank has established a target loss rate for the loans marketed and serviced by us. Servicing fees payable to us are reduced if actual losses exceed this target loss rate by the amount they exceed it. If actual losses are below the target loss rate, the difference is paid to us as a servicing fee. The measurement of the actual loss rate and settlement of servicing fees occurs twice every month.

      Because our servicing fees are reduced by loan losses incurred by the banks, we have established a reserve for servicing fee adjustments. To estimate the appropriate reserve for servicing fee adjustments, we consider the amount of outstanding loans owed to the banks, historical loans charged off, current and expected collections patterns and current economic trends. The reserve is then based on net charge-offs, expressed as a percentage of loans originated on behalf of the banks applied against the total amount of the banks’ outstanding loans. This reserve is reported in accrued expenses and other liabilities on our balance sheet and was $1.9 million at March 31, 2005 and $1.4 million at June 30, 2004.

      If one of the banks suffers a loss on a loan, we immediately record a charge-off against the reserve for servicing fee adjustments for the entire amount of the unpaid item. A recovery is credited to the reserve during the period in which the recovery is made. Each month, we replenish the reserve in an amount equal to the net losses charged to the reserve in that month. This replenishment, as well as any additional provisions to the reserve for servicing fees adjustments as a result of the calculations set forth above, is charged against revenues. The total amount of outstanding loans owed to the banks increased during the nine month periods ended March 31, 2005 and March 31, 2004, and during these periods the loss rates on loans increased marginally. As a result, we increased our reserve for servicing fee adjustments. We serviced $321 million loans for County Bank and First Bank during the first nine months of fiscal 2005 and $291 million during the first nine months of fiscal 2004. At March 31, 2005 and 2004 the amounts of outstanding loans were $14.2 million and $12.4 million, respectively, for County Bank and First Bank.

      We maintain a loan loss reserve for anticipated losses for loans we make directly through some of our company-operated locations. To estimate the appropriate level of loan loss reserves we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current loan loss reserve is based on our net charge-offs, expressed as a percentage of loan amounts originated for the last twelve months applied against the total amount of outstanding loans that we make directly. As these conditions change, we may need to make additional provisions in future periods. As a result of our transition away from the bank-funded consumer loan model to the company-funded consumer loan model, we expect our loan loss reserve to be increased.

      When a loan is originated, the customer receives the cash proceeds in exchange for a post-dated check or a written authorization to initiate a charge to the customer’s bank account on the stated maturity date of the loan. If the check or the debit to the customer’s account is returned from the bank unpaid, we immediately record a charge-off against the consumer loan loss reserve for the entire amount of the unpaid item. A recovery is credited to the reserve during the period in which the recovery is made. Each month, we replenish the reserve in an amount equal to the net losses charged to the reserve in that month. This replenishment, as well as any additional provisions to the loan loss reserve as a result of the calculations in the preceding paragraph, is charged against revenues.

      We charge operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense during the period in which recovery is made. This direct method for recording returned check losses and recoveries eliminates the need for an allowance for returned checks. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

      We have significant goodwill on our balance sheet. The testing of goodwill for impairment under established accounting guidelines also requires significant use of judgment and assumptions. In accordance with accounting guidelines, we determine the fair value of our goodwill using multiples of earnings of other companies. Goodwill is tested and reviewed for impairment on an ongoing basis under established accounting guidelines. However, changes in business conditions may require future adjustments to asset valuations.

      As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we establish a valuation allowance.

Results of Operations

      The following table sets forth our results of operations as a percentage of revenues for the following periods:

Nine Months Ended March 31, 2005 Compared to the Nine Months Ended March 31, 2004

      Revenues. Total revenues were $215.0 million for the nine months ended March 31, 2005 compared to $183.1 million for the nine months ended March 31, 2004, an increase of $31.9 million or 17.4%. Comparable store, franchised store and document transmitter sales for the entire period increased $27.8 million or 15.4%. New store openings accounted for an increase of $3.5 million and new store acquisitions accounted for an increase of $2.4 million while closed stores accounted for a decrease of $1.9 million.

      Favorable foreign currency rates attributed to $7.3 million of the increase for the nine months. In addition to the currency benefit, revenues in the United Kingdom for the nine months ended March 31, 2005 increased by $6.3 million primarily related to revenues from check cashing and consumer loan products. Revenues from our Canadian subsidiary for the nine months ended March 31, 2005 increased $13.4 million in addition to the currency benefit. The growth in our Canadian subsidiary is primarily due to pricing adjustments made to the short-term consumer loan product in late fiscal 2004 as well as higher loan amounts offered as a result of a lending criteria change made in fiscal 2005. Revenues from franchise fees and royalties accounted for $7.3 million, or 3.4% of total revenues for the nine months ended March 31, 2005 compared to $5.5 million, or 3.0% of total revenues for the nine months ended March 31, 2004.

      Store and regional expenses. Store and regional expenses was $131.4 million for the nine months ended March 31, 2005 compared to $116.1 million for the nine months ended March 31, 2004, an increase of $15.3 million or 13.2%. The impact of foreign currencies accounted for $3.9 million of the increase. New store openings accounted for an increase of $2.9 million and acquired stores accounted for an increase of $1.4 million while closed stores accounted for a decrease of $1.0 million. Comparable retail store and franchised store expenses for the entire period increased $12.1 million. For the nine months ended March 31, 2005 total store and regional expenses decreased to 61.1% of total revenue compared to 63.4% of total revenue for the nine months ended March 31, 2004. After adjusting for the impact of the changes in exchange rates, store and regional expenses increased $4.6 million in Canada, $3.9 million in the United Kingdom and $2.9 million in the United States The increase in Canada was primarily due to increases of $1.6 million in salaries, $0.8 million in occupancy expenses, $0.6 million in advertising costs, $0.5 million in depreciation and $1.0 million in various other operating expenses, all of which are commensurate with the overall growth in

Canadian revenues. In the United Kingdom, the increase is primarily related to increases of $1.7 million in salaries, $0.7 million in occupancy costs, $0.7 million in advertising and $0.8 million in other various operating expenses commensurate with the growth in that country. In the United States, higher salaries and advertising expenses associated with the revenue growth accounted for the operating expense increase in this segment of the business.

      Corporate expenses. Corporate expenses were $31.5 million for the nine months ended March 31, 2005 compared to $22.7 million for the nine months ended March 31, 2004, an increase of $8.8 million or 38.5%. The increase is primarily attributable to compensation costs related to significant growth of our foreign operations as well as the addition of corporate personnel to support the continuing rapid expansion of our store network and new product additions. Additionally, in the fiscal 2005 third quarter, we incurred significant costs associated with becoming a public company, as well as increased insurance, legal costs and other professional fees. In addition, foreign currency costs associated with the revaluation of United States dollar denominated debt held by our U.K. subsidiary resulted in a net benefit for the nine months ended March 31, 2004 of $0.9 million. Finally, we expensed $0.8 million during the nine months ended March 31, 2005 related to the termination of a deferred compensation plan.

      Loss on extinguishment of debt. On November 13, 2003, we issued $220.0 million principal amount of 9.75% Senior Notes due 2011. The proceeds from this offering were used to redeem all of our outstanding senior notes and our outstanding senior subordinated notes, to refinance our domestic revolving credit facility, to distribute a portion of the proceeds to our parent company to redeem an equal amount of its senior discount notes and to pay fees and expenses with respect to these transactions and a related note exchange transaction involving our parent company’s senior discount notes.

      The loss incurred on the extinguishment of debt is as follows ($ in millions):

      Interest expense. Interest expense was $19.6 million for the nine months ended March 31, 2005 compared to $18.2 million for the nine months ended March 31, 2004, an increase of $1.4 million or 7.8%. The increased interest on the incremental long-term debt outstanding after the refinancing accounted for $4.7 million increase offset, in part, by a decline of approximately $0.5 million due to the reduction in the long-term fixed borrowing rate subsequent to the refinancing. Offsetting the aforementioned net increase were declines of $0.7 million in interest on our domestic revolving credit facility, $0.9 million in interest on our collateralized borrowing that was in place in fiscal 2004 and $1.0 million of interest paid in the second quarter of fiscal 2004 on our old 10.875% senior notes for the 30 day period subsequent to our issuance on November 13, 2003 of $220.0 million principal amount of new 9.75% senior notes. We elected to affect covenant defeasance on the old notes by depositing with the trustee funds sufficient to satisfy the old notes together with the call premium and accrued interest to the December 13, 2003 redemption date.

      Income tax provision. The provision for income taxes was $14.0 million for the nine months ended March 31, 2005 compared to a provision of $14.9 million for the nine months ended March 31, 2004, respectively. Our effective tax rate differs from the federal statutory rate of 35.0% due to foreign taxes and a valuation allowance. Our effective income tax rate was 47.4% for the nine months ended March 31, 2005 and 93.4% for the nine months ended March 31, 2004. Due to the restructuring of our debt in fiscal 2004, significant deferred tax assets were generated and recorded in accordance with SFAS 109. Because realization is not assured all United States deferred tax assets recorded were reduced by a valuation allowance of

$3.9 million at March 31, 2005 of which none was provided for in the nine months ended March 31, 2005. Following our refinancing in November, 2003, we no longer accrue United States tax on foreign earnings. The amount of such tax was $1.9 million for the nine months ended March 31, 2004.

Year Ended June 30, 2004 Compared to the Year Ended June 30, 2003

      Revenues. Total revenues were $246.4 million for fiscal 2004 compared to $219.4 million for fiscal 2003, an increase of $27.0 million or 12.3%. Comparable store, franchised store and document transmitter revenues for the entire period increased $24.8 million or 11.5%. New store openings accounted for an increase of $3.6 million while closed stores accounted for a decrease of $1.7 million. Favorable foreign currency rates attributed to $12.3 million of the increase for the fiscal year. In addition to the currency benefit, revenues in the United Kingdom for the fiscal year increased by $5.8 million primarily related to revenues from check cashing and the impact of a new installment loan product. Revenues in Canada for the fiscal year increased $9.6 million after adjusting for favorable exchange rate. An increase in volume of short-term consumer loans originated in Canada and higher consumer loan pricing contributed to the increase in Canadian revenues In addition, our Canadian subsidiary introduced a new tax product in all of its stores offering refund anticipation loans and electronic Canadian tax filing. This product, which was only tested in a limited number of locations in the prior year period, added $1.0 million in revenue for the fiscal year, which is included in other revenues. In the United States, revenues declined $612,000 for the fiscal year, primarily due to the decline in our distribution of government assistance food coupons. California, the last state in which we offer food coupons, is implementing an electronic benefits transfer system designed to disburse public assistance benefits directly to individuals. In fiscal 2005, we will not derive any revenues from the distribution of government assistance food coupons.

      In fiscal 2003 and 2004, fluctuations in the number of states in which we funded consumer loans and in which we acted as a servicer through bank arrangements led to fluctuations in United States company-funded loan originations, revenues generated from consumer lending on United States company-funded consumer loans and servicing revenues. United States company-funded loan originations decreased from $81.1 million in fiscal 2003 to $65.9 million in fiscal 2004 and fees generated from consumer lending on United States company-funded consumer loans decreased from $14.1 million in fiscal 2003 to $9.9 million in fiscal 2004, a decrease of $4.2 million, or 30%. This decrease can be attributed primarily to our establishment of a relationship with First Bank of Delaware. For the first seven months of fiscal 2003, we originated short-term loans on our own behalf in California for which we earned $8.2 million in United States company-funded loan revenues. In January 2003, we began acting as a servicer for First Bank of Delaware and ceased originating short-term loans on our own behalf in California. Meanwhile, during fiscal 2003 and 2004, we began funding short-term consumer loans originated in additional states that had previously been funded by County Bank of Rehoboth Beach, Delaware, resulting in an increase of $3.9 million in United States company-funded loan revenue associated with these states, which partially offset the overall decrease in United States company-funded loan revenues.

      Revenues from franchise fees and royalties accounted for $7.5 million, or 3.0% of total revenues, for the fiscal year compared to $6.3 million, or 2.9% of total revenues, for the same period in 2003, representing a $1.2 million, or 19.0%, increase. Stronger foreign currencies in both the United Kingdom and Canada accounted for $721,000, or 60.1%, of the increase. The balance of the increase resulted from the addition of a total of 12 franchised locations during fiscal 2004 and an overall increase in revenues generated by existing franchises.

      Store and regional expenses. Store and regional expenses were $155.7 million for fiscal 2004 compared to $142.3 million for fiscal 2003, an increase of $13.4 million or 9.4%. The impact of foreign currencies accounted for $6.4 million of this increase. New store openings accounted for an increase of $2.1 million while closed stores accounted for a decrease of $1.3 million. Comparable retail store and franchised store expenses for the entire period increased $15.5 million. For the fiscal year ended June 30, 2004, total store and regional expenses decreased to 63.2% of total revenues compared to 64.9% of total revenues for the fiscal year ended June 30, 2003. After adjusting for the impact of the changes in exchange rates, store and regional expenses increased $5.9 million in Canada, $2.2 million in the United Kingdom and declined $720,000 in the United

States. The increase in Canada was primarily due to increases of $1.2 million in salaries, $512,000 in returned checks, net and cash shortages, $494,000 in advertising and $429,000 in occupancy costs. These costs, in addition to the aggregate of other operating costs, are commensurate with the overall growth in Canadian revenues. The increase in the United Kingdom is almost entirely associated with increased salary expense, which is also commensurate with the overall growth in U.K. revenues. The decline in store and regional expenses in the United States is primarily due to the impact of stores closed in the second quarter of fiscal 2003.

      Corporate expenses. Corporate expenses were $32.8 million for fiscal year 2004 compared to $31.2 million for fiscal year 2003, an increase of $1.6 million or 5.1%. After adjusting for the impact of the changes in exchange rates, corporate expenses declined $64,000. During fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our United States headquarters and established our North American corporate office functions. After adjusting for exchange rates, the cost savings in fiscal 2004 compared to fiscal 2003 associated with this change was $0.6 million. Additional savings of $0.6 million were realized through targeted reductions in marketing spending. Offsetting these savings was an increase of $1.0 million in incentive compensation due to an overall increase in our profitability. For the fiscal year ended June 30, 2004, total corporate expenses decreased to 13.3% of total revenues compared to 14.2% for the fiscal year ended June 30, 2003.

      Losses on store closings and sales and other restructuring. Losses on store closings and sales and other restructuring was $361,000 for the fiscal year ended June 30, 2004 compared to $4.0 million for the fiscal year ended June 30, 2003, a decrease of $3.6 million. For fiscal year 2003, we provided $1.6 million for the closure costs associated with the shutdown of 27 underperforming stores. In addition, we provided $1.7 million, consisting primarily of severance and retention bonus costs, for the consolidation and relocation of certain non-operating functions.

      Other depreciation and amortization. Other depreciation and amortization expenses were $3.3 million for fiscal 2004, compared to $3.3 million for fiscal 2003.

      Interest Expense. Interest expense was $25.3 million for the fiscal year ended June 30, 2004 and was $20.2 million for the fiscal year ended June 30, 2003, an increase of $5.1 million or 25.2%. A portion of the increase is attributable to $1.0 million of interest paid on our old 10.875% senior notes for the 30 day period subsequent to the issuance on November 13, 2003 of $220.0 million principal amount of new 9.75% senior notes. We elected to effect covenant defeasance on our old notes by depositing with the trustee funds sufficient to satisfy the old notes together with the call premium and accrued interest to the December 13, 2003 redemption date. Additionally, the increased interest on the incremental long-term debt outstanding after the refinancing on November 13, 2003 and an additional offering of $20 million principal amount of 9.75% senior notes due 2011 on May 6, 2004 accounted for $6.2 million of the increase in total interest expense. Offsetting these increases was a decline of $2.1 million in interest on our domestic revolving credit facility. This decline is a result of the use of a portion of the proceeds from the issuance of the exchange notes to repay the entire outstanding revolving credit balance on November 13, 2003.

      Loss on extinguishment of debt. On November 13, 2003, we issued $220.0 million principal amount of 9.75% senior notes due 2011. The proceeds from this offering were used to redeem all of our outstanding 10.875% senior notes and our outstanding 10.875% senior subordinated notes, to refinance our domestic revolving credit facility, to distribute a portion of the proceeds to our parent company to redeem an equal amount of its senior discount notes and to pay fees and expenses with respect to these transactions and a related note exchange transaction involving its senior discount notes. On June 30, 2004, we terminated an agreement under which we sold a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom to a third party. Associated with the termination of this agreement we paid $276,660 representing a prepayment penalty.

      The loss incurred on the extinguishment of debt is as follows (in millions):

      Litigation settlement costs. We accrued and paid $2.8 million during fiscal 2003 related to the California wage and hour litigation described in “Business — Legal Proceedings.”

      Income taxes. The provision for income taxes was $16.6 million for the fiscal year ended June 30, 2004 compared to $13.5 million for the fiscal year ended June 30, 2003, an increase of $3.1 million. Our effective tax rate differs from the federal statutory rate of 35% due to foreign taxes and a one-time charge related to our election to discontinue to include Canadian income in taxable income for United States tax filing purposes. Our effective income tax rate was 77.2% for the fiscal year ended June 30, 2004 and 86.4% for the fiscal year ended June 30, 2003. Following our refinancing in November 2003, we no longer accrue United States tax on our foreign earnings. The amount of such tax was $2.3 million for fiscal 2004 and $5.2 million for fiscal 2003.

Year Ended June 30, 2003 Compared to the Year Ended June 30, 2002

      Revenues. Total revenues were $219.4 million for fiscal 2003, compared to $202.0 million for fiscal 2002, an increase of $17.4 million, or 8.6%. Comparable retail store, franchised store and document transmitter revenues increased $15.8 million, or 8.1%, which is primarily attributable to our foreign operations as those markets continue to mature as well as the impact of favorable foreign currency rates in fiscal 2003. New store openings accounted for an increase of $4.5 million, which was partially offset by a decline of $2.9 million in revenues from closed stores.

      The increase in total revenues resulted primarily from an increase of $12.0 million, or 16.9%, in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.8 million, or 34.2%, increase in revenues in Canada resulting from higher lending volumes and increased finance charges, and an increase of $3.9 million, or 8.3%, in domestic revenues primarily resulting from a decrease in net credit losses which are charged against the reserve during the period in which the loss occurred. The reserve for losses is then replenished through a charge to revenue in the same period. In addition to the increase in consumer lending revenues, our check cashing revenues increased by $3.6 million, or 3.5%. Foreign check cashing revenues accounted for $8.1 million of this increase offset by a $4.5 million decline in domestic check cashing revenues due to a reduction in the number of checks cashed, reflecting the decline in the United States economy and employment during this period. Revenues from franchise fees and royalties accounted for $6.3 million, or 2.9% of total revenues, for fiscal 2003 compared to $5.2 million, or 2.6% of total revenues, for fiscal 2002. The balance of the increase in total revenues, $2.1 million, relates to other ancillary products, primarily revenues from money transfer fees.

      Store and regional expenses. Store and regional expenses were $142.3 million for fiscal 2003, compared to $136.1 million for fiscal 2002, an increase of $6.2 million, or 4.5%. The effect of the new store openings in fiscal 2003 accounted for an increase of $1.5 million. Also, store and regional expenses increased $4.0 million due to increased salaries and benefits attributable to our foreign subsidiaries, commensurate with the growth in those operations. Total store and regional expenses as a percentage of revenues decreased from 67.4% in fiscal 2002 to 64.9% in fiscal 2003. Store and regional expenses as a percentage of revenues of our foreign subsidiaries were 55.7% for fiscal 2002 and 52.5% for fiscal 2003.

      Salaries and benefits expense. Salaries and benefits expense was $69.8 million for fiscal 2003, compared to $65.3 million for fiscal 2002, an increase of $4.5 million, or 6.9%. New store openings accounted for $600,000 of the increase. Our foreign subsidiaries accounted for an increase of $4.0 million in salaries and

benefits. Salaries and benefits expense as a percentage of revenues decreased from 32.3% for fiscal 2002 to 31.8% for fiscal 2003.

      Occupancy expense. Occupancy expense was $18.9 million for fiscal 2003, compared to $18.1 million for fiscal 2002, an increase of $800,000, or 4.3%. New store openings accounted for $300,000 of the increase. Occupancy expense as a percentage of revenues decreased from 9.0% for fiscal 2002 to 8.6% for fiscal 2003.

      Depreciation expense. Depreciation expense was $5.9 million for fiscal 2003, compared to $6.5 million for fiscal 2002, a decrease of $600,000, or 10.2%. Depreciation expense as a percentage of revenues decreased from 3.2% for fiscal 2002 to 2.7% for fiscal 2003.

      Other. Other store and regional expenses were $47.8 million for fiscal 2003, compared to $46.2 million for fiscal 2002, an increase of $1.6 million, or 3.3%. New store openings accounted for an increase in other store and regional expenses of $600,000. The closing of stores during the fiscal year partially offset these increases. Other store and regional expenses consist of bank charges, armored security costs, net returned third party checks, cash shortages, cost of goods sold, advertising and other costs incurred by the stores.

      Establishment of reserves for new consumer lending arrangements. During fiscal 2002, Eagle National Bank discontinued the offering of short-term consumer loans through our stores pursuant to a December 18, 2001 consent order entered into with the United States Comptroller of the Currency. In June 2002, we entered into a new servicing relationship with County Bank, which we terminated in June 2005, to provide short-term consumer loans to our customers. The change in our servicing relationship required corresponding changes to our banking systems, procedures and daily operations. County Bank elected not to fund loans in California and, therefore, we increased the number and amount of company-funded loans we originated. State regulations also prevented the refinancing of company-funded loans in California on their stated maturity date. We believed these factors increased the likelihood of loan losses on our company-funded consumer loan portfolio and the bank-funded consumer loan portfolio. Accordingly, we increased our estimated loss rates for both of these portfolios and established an aggregate reserve of $2.2 million.

      Corporate expenses. Corporate expenses were $31.2 million for fiscal 2003, compared to $24.5 million for fiscal 2002, an increase of $6.7 million, or 27.4%. Salaries and benefits increased $3.7 million associated with the growth of foreign operations. There was an increase of $1.7 million in professional fees that includes legal and consulting costs associated with the implementation of enhanced transaction processing systems and systems development costs associated with our new banking relationships with First Bank and County Bank. During the fourth quarter of fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our United States headquarters to complete a process of consolidating our North American corporate office functions that had begun in October 2002. Corporate expenses as a percentage of revenues increased from 12.1% for fiscal 2002 to 14.2% for fiscal 2003. We expect corporate expenses as a percentage of revenues to decline in fiscal 2004.

      Loss on store closings and sales and other restructuring. Loss on store closings and sales and other restructuring was $4.0 million for fiscal 2003, compared to $1.4 million for fiscal 2002. For fiscal 2003, we provided $1.6 million for the closure costs associated with the shutdown of 27 stores. These costs consist primarily of lease obligations and leasehold improvement write-offs. In addition, we provided $1.7 million, consisting primarily of severance and retention bonus costs, for the consolidation and relocation of certain non-operating functions. We anticipate that loss on store closings and sales and other restructuring will decline significantly in 2004.

      Other depreciation and amortization. Other depreciation and amortization expenses were $3.3 million for fiscal 2003, compared to $2.7 million for fiscal 2002, an increase of $600,000, or 22.6%. This increase is attributable primarily to additional investments in technology and the expansion of our Canadian corporate office as a result of the relocation of certain operational support functions to Canada from the United States headquarters. Other depreciation and amortization as a percentage of revenues increased from 1.3% for fiscal 2002 to 1.5% for fiscal 2003.

      Interest expense. Interest expense was $20.2 million for fiscal 2003 compared to $18.7 million for fiscal 2002, an increase of $1.5 million, or 7.9%. This increase is attributable to the increase in the average

borrowings under our credit facilities and an increase in interest rates as a result of the November 2002 amendment of our domestic revolving credit facility and the impact of the higher effective interest rate on our collateralized borrowing.

      Litigation settlement costs. We accrued $2.8 million during fiscal 2003 related to the California wage and hour litigation described in “Business — Legal Proceedings.”

      Income tax provision. The provision for income taxes was $13.5 million in fiscal 2003 and $10.2 million in fiscal 2002. Our effective income tax rate was 86.4% for fiscal 2003 and 62.8% for fiscal 2002. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest and United States taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. Following our refinancing in November 2003, we no longer accrue United States tax on our foreign earnings. The amount of such tax was $5.2 million for fiscal 2003 and $2.4 million for fiscal 2002.

Unaudited Quarterly Operating Results

      The following table sets forth, for the periods indicated, our results of operations and selected items in our consolidated statements of operations. The information for each of these quarters is unaudited and has been prepared on the same basis as our audited financial statements appearing elsewhere in this prospectus. In the opinion of our management, all necessary adjustments, consisting only of normal recurring adjustments, have been included to present fairly the unaudited quarterly results when read in conjunction with our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus.

Seasonality

      Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak. Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and expenses associated with the addition of new stores.

Balance Sheet Variations

      Cash and cash equivalents increased to $80.8 million at March 31, 2005 from $69.3 million at June 30, 2004. Cash and cash equivalent balances fluctuate significantly as a result of seasonal, monthly and day-to-day requirements for funding check cashing and other operating activities.

      Loans receivable increased to $38.5 million at March 31, 2005 from $32.9 million at June 30, 2004 due primarily to increases in installment loans of $3.7 million and pawn of $1.8 million.

      Income taxes receivable decreased to $4.9 million at March 31, 2005 from $6.1 million at June 30, 2004 related primarily to the timing of receipts.

      Goodwill and other intangibles increased $36.1 million from $149.1 million at June 30, 2004 to $185.2 million at March 31, 2005 due to foreign currency translation adjustments of $6.1 million and acquisitions of $30.1 million.

      Foreign income taxes payable decreased from $6.0 million at June 30, 2004 to $5.5 million at March 31, 2005 due primarily to the timing of payments.

      Accrued expenses increased to $21.7 million at March 31, 2005 from $16.9 million at June 30, 2004 due primarily to the timing of accrued payroll, increased accrued professional fees, accrued management fees and other operating expense accruals.

      Revolving credit facilities and long-term debt increased $10.8 million from $241.3 million at June 30, 2004 to $252.1 million at March 31, 2005. The variance is primarily due to an $11.0 million increase in the outstanding balance under our domestic revolving credit facility.

      Total shareholder’s equity increased $24.4 million to $62.4 million from $38.0 million due to our net income for the nine months ended March 31, 2005 and foreign translation adjustments.

      Total loans receivable increased $9.3 million from $23.6 million at June 30, 2003 to $32.9 million at June 30, 2004. The increase was primarily attributable to higher foreign loan volumes of $6.1 million, increased domestic volume of $0.9 million and a currency translation impact of $2.3 million. As a result of the increase in our installment loan portfolio the allowance for loan losses increased $1.0 million from $1.3 million at June 30, 2003 to $2.3 million at June 30, 2004.

      Prepaid expenses increased $0.4 million from $4.0 million at June 30, 2003 to $4.4 million at June 30, 2004 due to an increase in prepaid advertising costs.

      Income taxes receivable increased to $6.1 million at June 30, 2004 from $1.4 million related primarily to the prepayment of taxes by our Canadian subsidiary.

      Goodwill and other intangibles increased $5.7 million from $143.4 million at June 30, 2003 to $149.1 million at June 30, 2004 primarily due to foreign currency translation adjustments.

      Debt issuance costs increased from $5.2 million at June 30, 2003 to $11.2 million at June 30, 2004 due to the refinancing of our debt in November 2003 and May 2004.

      Accounts payable decreased $1.3 million from $17.2 million at June 30, 2003 to $15.9 million at June 30, 2004 due to the timing of settlements with third party vendors and our franchisees.

      Foreign income taxes payable increased from $1.4 million at June 30, 2003 to $6.0 million at June 30, 2004 due primarily to accrued foreign taxes for the current fiscal year.

      Accrued expenses and other liabilities increased to $16.9 million at June 30, 2004 from $10.5 million at June 30, 2003 due to increased professional fees associated with legal matters associated with our Canadian subsidiary, incentive accruals and the timing of monies due our franchisees.

      Revolving credit facilities and long-term debt increased $42.3 million from $199.0 million at June 30, 2003 to $241.3 million at June 30, 2004. On November 13, 2003, we issued $220.0 million principal amount of 9.75% senior notes due 2011 under Rule 144A and Regulation S of the Securities Act of 1933 and entered into a new $55.0 million senior secured reducing domestic revolving credit facility. The proceeds from these transactions were used to repay, in full, all borrowings outstanding under our prior credit facility, redeem the entire $109.2 million principal amount of our 10.875% senior notes due 2006, redeem the entire $20.0 million principal amount of our 10.875% senior subordinated notes due 2006, dividend $20 million to our parent company to redeem their 13.0% senior discount notes due 2006, and pay all related fees, expenses and redemption premiums with respect to these transactions. On May 6, 2004, we consummated an offering of $20.0 million principal amount of 9.75% senior notes due 2011. The notes were offered as additional debt securities under the indenture pursuant to which we had issued $220.0 million of notes in November 2003. The notes issued in November 2003 and the notes issued in May 2004 constitute a single class of securities under the indenture. The net proceeds from the May 2004 note offering were distributed to our parent company to redeem approximately $9.1 million aggregate principal amount of its 16.0% senior notes due 2012 and approximately $9.1 million aggregate principal amount of its 13.95% senior subordinated notes due 2012.

      Total shareholder’s equity decreased $29.7 million to $38.0 million from $67.7 million primarily due to our $40.7 million dividend payment to our parent company offset in part by net income and foreign currency translation.

Liquidity and Capital Resources

      Our principal sources of cash are from operations and borrowings, under our credit facilities. We anticipate that our primary uses of cash will be to provide working capital, finance capital expenditures, meet debt service requirements, fund company originated short-term consumer loans, finance store expansion, finance acquisitions of We The People franchises, and finance the expansion of our products and services.

      Net cash provided by operating activities was $14.5 million in fiscal 2002, $3.8 million in fiscal 2003 and $20.4 million in fiscal 2004. Net cash provided by operating activities was $31.7 million for the nine months ended March 31, 2005 compared to cash provided of $15.9 million for the nine months ended March 31, 2004. The decline in net cash provided by operating activities from fiscal 2002 to fiscal 2003 was primarily a result of increased working capital requirements related to the timing of settlements associated with the consumer lending program. Our prior relationship with Eagle National Bank provided for daily settlement of amounts owed to us from consumer loan activity; our prior relationship with County Bank provided for monthly settlement and our relationship with First Bank provides for semi-monthly settlements. The increase in net cash provided by operating activities was primarily the result of improved operating results and the impact of the timing of settlements from fiscal 2003 to fiscal 2004 related to our loan servicing arrangements with County Bank and First Bank. The increase in net cash provided by operating activities for the nine months ended March 31, 2005 compared to the nine months ended March 31, 2004 was primarily the result of improved operating results.

      Net cash used in investing activities was $10.1 million in fiscal 2002, $10.7 million in fiscal 2003 and $8.6 million in fiscal 2004. Net cash used in investing activities for the nine months ended March 31, 2005 was $34.7 million compared to a usage of $5.0 million for the nine months ended March 31, 2004. Our investing activities primarily relate to purchases of property and equipment for our stores, investments in technology and acquisitions. During fiscal 2003, $3.3 million of this amount was attributable to earn-out payments on acquisitions completed during previous years accounting for the decline from fiscal 2003 to fiscal 2004. For the fiscal year ended June 30, 2004 we made capital expenditures of $8.2 million. For the nine months ended March 31, 2005 we made capital expenditures of $9.3 million. The actual amount of capital expenditures each year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled. Our budgeted capital expenditures, excluding acquisitions, are currently anticipated to aggregate approximately $13.0 million during our fiscal year ending June 30, 2005, for remodeling and relocation of certain existing stores and for opening new stores.

      Net cash provided by (used in) financing activities was $9.4 million in fiscal 2002, $(10.9) million in fiscal 2003 and $(16.5) million in fiscal 2004. Net cash provided by financing activities for the nine months ended March 31, 2005 was $10.6 million compared to a usage of $5.7 million for the nine months ended March 31, 2004. The decline during fiscal 2004 was primarily the result of a decrease in borrowings under our bank facilities from $61.7 million as of June 30, 2003 to $0 million as of June 30, 2004 offset somewhat by net cash from the refinancing activities discussed above. The decline during fiscal 2003 was also the result of a decrease in borrowings under our revolving credit facilities from $78.9 million as of June 30, 2002 to $61.7 million as of June 30, 2003. The cash provided in the nine months ended March 31, 2005 was a result of an increase in the borrowings under our bank facilities. The use of cash in the nine months ended March 31, 2004 was a result of a decrease in the borrowings under our bank facilities offset somewhat by net cash from the refinancing activities.

      As part of our growth strategy, we opened 14 new financial services stores and acquired three financial services stores during the fiscal year ended June 30, 2004, resulting in a net gain of 14 stores after store dispositions and closings. For the nine months ended March 31, 2005, we opened 30 new financial services stores, acquired 43 financial services stores and acquired 168 We The People franchises and two company operated stores offering retail-based legal document preparation services.

      The capital cost of opening a new financial services store is typically in the range of $95,000 to $125,000 but varies depending on the size and type of store. This capital cost includes leasehold improvements, signage, computer equipment and security systems. In addition, the typical financial services store requires working capital of $40,000 to $60,000 to fund operations. The capital cost of opening a new legal document preparation services store is typically in the range of $30,000 to $40,000 but varies depending on the size and type of store. This capital cost includes leasehold improvements, signage, computer equipment and security systems. The typical legal document preparation services store requires an immaterial amount of working capital to fund operations.

      For the fiscal year ended June 30, 2004, we spent $8.2 million on capital expenditures and $550,000 on store acquisitions. For the nine months ended March 31, 2005, we spent $9.3 million on capital expenditures and $25.4 million on store acquisitions, net of cash acquired.

      Company-funded consumer loans. On March 2, 2005, the FDIC issued the Payday Lending Guidance for payday lending applicable to both County Bank and First Bank. The Payday Lending Guidance restricts our ability to utilize bank-funded loans. The Payday Lending Guidance became effective on July 1, 2005. As a result off the Payday Lending Guidance, we are transitioning 263 United States financial services stores from the bank-funded consumer loan model to the company-funded consumer loan model. As part of this transition, we have terminated our relationship with County Bank and amended our relationship with First Bank.

      In addition, in connection with the transition to the company-funded loan model, we expect our company-funded consumer loan portfolio to increase by approximately $9 million by the end of our first quarter of fiscal 2006 ending September 30, 2005.

      Revolving credit facilities. During fiscal 2004, we had three revolving credit facilities: a domestic revolving credit facility, a Canadian overdraft facility and a United Kingdom overdraft facility. The United Kingdom overdraft facility expired on March 31, 2004 and was not renewed and therefore there are no borrowings outstanding under this facility.

      Domestic revolving credit facility. On November 13, 2003, we repaid in full all borrowings outstanding under our previously existing credit facility using a portion of the proceeds from the issuance of $220.0 million principal amount of 9.75% senior notes due 2011 and simultaneously entered into a new $55.0 million senior secured reducing domestic revolving credit facility. On July 8, 2005, we entered into an amendment to the domestic revolving credit facility to increase the borrowing capacity under the facility to $80 million. In addition, the amendment extended the term of the domestic revolving credit facility for one additional year to November 12, 2009. Under this facility, up to $30.0 million may be used in connection with letters of credit. Our borrowing capacity under this facility is limited to the total commitment of $80.0 million less letters of

credit totaling $13.3 million issued by Wells Fargo Bank as of March 31, 2005, which guarantee the performance of certain of our contractual obligations. At March 31, 2005, our borrowing capacity was $38.0 million and there was $11.0 million outstanding under the facility.

      Canadian overdraft facility. Our Canadian operating subsidiary has a Canadian overdraft facility to fund peak working capital needs for our Canadian operations. The Canadian overdraft facility provides for a commitment of up to approximately $10.0 million, of which there was no outstanding balance on March 31, 2005. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime and are secured by a $10.0 million letter of credit issued by Wells Fargo Bank under our domestic revolving credit facility.

      United Kingdom overdraft facility. For our United Kingdom operations, our United Kingdom operating subsidiary had an overdraft facility which provided for a commitment of up to approximately $6.9 million, of which there was no outstanding balance on June 30, 2004. The United Kingdom overdraft facility was secured by a $6.0 million letter of credit issued by Wells Fargo Bank under our domestic revolving credit facility. The United Kingdom overdraft facility expired on March 31, 2004 and was not renewed.

      Long-term debt. As of March 31, 2005 long-term debt consisted of $241.1 million principal amount of our 9.75% senior notes due November 15, 2011 and $16,000 of other long-term debt.

      Operating leases. Operating leases are scheduled payments on existing store and other administrative leases. These leases typically have initial terms of 5 years and may contain provisions for renewal options, additional rental charges based on revenue and payment of real estate taxes and common area charges.

      We entered into the commitments described above and other contractual obligations in the ordinary course of business as a source of funds for asset growth and asset/liability management and to meet required capital needs. Our principal future obligations and commitments as of March 31, 2005, excluding periodic interest payments, include the following: