Filed Pursuant to Rule 424(b)(3)
Registration No. 333-111473

PROSPECTUS

Dollar Financial Group, Inc.

OFFER TO EXCHANGE
$220,000,000 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 March 3, 2004, unless extended.

        Dollar Financial Group, Inc. hereby offers to exchange up to $220,000,000 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, for a like principal amount of its 9.75% senior notes due 2011 outstanding on the date hereof upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. The terms of the new 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 new 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, DFG Holdings, Inc., 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 new notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new 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 new 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 13 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.

Notice to New Hampshire Residents

        Neither the fact that a registration statement or an application for a license has been filed under chapter 421-b of the New Hampshire Uniform Securities Act with the state of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the state of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-b is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with the provisions of this paragraph.

The date of this prospectus is January 20, 2004

        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.

TABLE OF CONTENTS

        This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with the document. Information incorporated by reference is available from us without charge. You may obtain information incorporated by reference by writing or telephoning us at the following address and phone number:

Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400

        To obtain timely delivery, you must request this information no later than five business days before the date you must make your investment decision. Therefore, you must request this information no later than February 24, 2004.

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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.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 (File No. 333-111473) with respect to the securities we are offering. This prospectus, which forms a part of this registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the securities offered in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those contracts or documents. The registration statement, including its exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The indenture governing the notes will provide that, regardless of whether we are at any time required to file reports with the SEC, we will file with the SEC and furnish to the holders of the notes all such reports and other information as would be required to be filed with the SEC if we were subject to the reporting requirements of the Exchange Act. In addition, we will furnish to the holders of the notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

        You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400

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PROSPECTUS SUMMARY

        The following summary should be read together with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included elsewhere in this prospectus. Unless the context indicates otherwise, references in this prospectus to "we," "our," "ours," or "us" are to Dollar Financial Group, Inc., a New York corporation, and its subsidiaries. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus, including the "Risk Factors" section and the documents we have referred you to, before deciding to tender your notes in the exchange offer. All references to our fiscal year reflect the twelve month period ended June 30 of that year. All references to numerical data are as of September 30, 2003, unless the context indicates otherwise.

About Dollar Financial Group, Inc.

        We are a leading international financial services company serving under-banked consumers. Our customers are typically lower- and middle-income working-class individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from us rather than from banks and other financial institutions. To serve this market, we have a network of 1,080 stores, including 625 company-operated stores, in 17 states, the District of Columbia, Canada and the United Kingdom. Our store network represents the second-largest network of its kind in the United States and the largest network of its kind in each of Canada and the United Kingdom. We provide a diverse range of consumer financial products and services primarily consisting of check cashing, short-term consumer loans, money orders and money transfers. For fiscal 2003, we generated revenues of $219.4 million and net income of $2.1 million. Additionally, for the fiscal quarter ended September 30, 2003, we generated revenues of $57.0 million and net income of $1.1 million.

        Our customers, many of whom receive income on an irregular basis or from multiple employers, are drawn to our convenient neighborhood locations, extended operating hours and high-quality customer service. Our products and services, principally our check cashing and short-term consumer loan program, provide immediate access to cash for living expenses or other needs. We principally cash payroll checks, although our stores also cash government benefit, personal and income tax refund checks. During fiscal 2003, we cashed 8.6 million checks with a total face amount of $3.1 billion and an average face amount of $355 per check. In addition, acting both as a servicer and as a direct lender, we originated 2.8 million short-term loans with a total face amount of $798.0 million, an average principal amount of $282 and a weighted average term of approximately 15 days. We also provide our customers with high-value ancillary services, including Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services.

        We believe the industry in which we participate is sizable, highly fragmented and growing. Industry growth has been fueled by several demographic and socioeconomic trends, including an overall increase in the population and an increase in service sector workers as a percentage of the total workforce. At the same time, closings of many less profitable or lower-traffic bank branches have resulted in fewer convenient alternatives for many consumers. These trends have combined to increase demand for the basic financial services we provide. Our business model and strategic objectives are designed to capitalize on this demand by providing our customer base with a wide range of value-added financial services.

        With our network of 1,080 stores, we have reached a size that enables us to benefit from economies of scale and to enter favorable relationships with our key suppliers and strategic partners like Western Union. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating store support functions for our North American operations. We believe these consolidation efforts and the efficiencies associated with our size will enable us to continue to support the expansion of our store network, support the development and

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introduction of new products and manage our compliance efforts, particularly those related to our consumer lending activities.

Competitive Strengths

        We believe that the following competitive strengths position us well for continued growth:

        Leading Position in Core Markets.    We have a leading position in core markets, operating 320 stores in the United States, 183 stores in Canada and 122 stores in the United Kingdom as of September 30, 2003. We have 110 franchised locations in Canada and 345 franchised locations in the United Kingdom. Highlights of our competitive position in these core markets include the following:

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Our domestic network is focused in rapidly growing markets in the western United States, where we believe we have held leading market positions for over 10 years.



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We believe that we are the industry leader in Canada, and that we hold a dominant market share with a store in almost every city with a population of over 50,000. Based on a public opinion study of three major metropolitan markets in English-speaking Canada, we have achieved brand awareness of 85%.



•

We operate the largest check cashing network in the United Kingdom, comprising nearly 25% of the market measured by number of stores, although we believe that we account for 40% of all check cashing transactions performed at check cashing stores.

        High-quality Customer Service.    We adhere to a strict set of market survey and location guidelines when selecting store sites in order to ensure that our stores are placed in desirable locations near our customers. We believe that our customers appreciate this convenience, as well as the flexible and extended operating hours that we typically offer, which are often more compatible with our customers' work schedules. We provide our customers with a clean, attractive and secure environment in which to transact their business. We believe that our friendly and courteous customer service at both the store level and through our centralized support centers is a competitive advantage.

        Diversified Product and Geographic Mix.    Our stores offer a wide range of consumer financial products and services to meet the demands of their respective locales, including check cashing, short-term consumer loans, money orders and money transfers. We also provide high-value ancillary products and services, including electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services. For fiscal 2003, the revenue contribution by our check cashing operations was 49.4%, our consumer lending operations was 37.2% and our other financial services was 13.4%. In addition to our product diversification, our business is diversified geographically. For fiscal 2003, our U.S. operations generated 50.4% of our total revenue, our Canadian operations generated 30.5% of our total revenue and our U.K. operations generated 19.1% of our total revenue. Our product and geographic mix provides a diverse stream of revenue.

        Diversification and Management of Credit Risk.    Our revenue is generated through a high volume of small dollar financial transactions, and therefore our exposure to loss from a single customer transaction is minimal. In addition, 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 a targeted range. We have instituted control mechanisms that have been effective in managing risk. As a result, we believe that we are unlikely to sustain a material credit loss from a single transaction or series of transactions. We have experienced relatively low net write-offs as a percentage of the face amount of checks cashed. For fiscal 2003, in our check cashing business, net write-offs as a percentage of face amount of checks cashed were 0.2%. For the same period, with respect to loans funded directly by us, net write-offs as a percentage of originations were 2.3%.

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        Management Expertise.    We have a highly experienced and motivated management team at both the corporate and operational levels. Our senior management team has extensive experience in the financial services industry. Our Chairman and Chief Executive Officer, Jeffrey Weiss, and our President and Chief Financial Officer, Donald Gayhardt, have been with us since 1990 and have demonstrated, through their operational leadership and strategic vision, the ability to grow the business, achieving a revenue compound annual growth rate of 24.4% from 1990 through fiscal 2003. In addition to their expertise, the management team is highly motivated to ensure continued business success, as they collectively own approximately 19.2% of our parent company's fully diluted common stock.

Business Strategy

        Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market positions. Key elements of our strategy include:

        Introducing Related Products and Services.    We offer our customers multiple financial products and services. We believe that our check cashing and consumer lending customers enjoy the convenience of other high-value products and services offered by us. These products and services enable our customers to manage their personal finances more effectively. For example, in fiscal 2003, we introduced reloadable debit cards and customer loyalty programs in many of our stores. We also offered new tax-based products to our Canadian customers, providing qualified individuals with cash advances against anticipated tax refunds. We intend to continue to innovate and develop new products and services for our customers.

        Growing Through Disciplined Network Expansion.    We intend to continue to grow our network through the addition of new stores and franchisees, while adhering to a disciplined selection process. In order to optimize our expansion, we carefully assess potential markets by analyzing demographic, competitive and regulatory factors, site selection and availability and growth potential. We seek to add locations that offer check cashing, consumer lending or a combination of both. In addition, we will continue to grow our direct-to-consumer lending services that enable us to access a broader customer base without the capital expense of adding company stores.

        Maintaining our Customer-driven Retail Philosophy.    We strive to maintain our customer-service-oriented approach and meet the basic financial service needs of our working, lower- and middle-income customers. We believe our approach differentiates us from many of our competitors and is a key tenet of our employee training programs. We offer extended operating hours in clean, attractive and secure store locations to enhance appeal and stimulate store traffic. In certain markets, we operate stores that are open 24 hours a day. To ensure customer satisfaction, we periodically send anonymous market researchers posing as shoppers to our U.S. stores to measure customer service performance. We plan to continue to develop ways to improve our performance, including through incentive programs to reward employees for exceptional customer service.

        Enhancing Network and Store-level Profitability.    With our network of 1,080 stores, we are well positioned to capitalize on economies of scale. Our centralized core support functions, including collections, call center, field operations and service, loan processing and tax filing, enable us to generate efficiencies by improving collections and purchasing power with our vendors. Our proprietary systems are used to improve our customer relations and loan servicing activities, as well as to provide a highly efficient means to manage our compliance efforts. We plan to continue to take advantage of these efficiencies to enhance network and store-level profitability.

Use of Proceeds

        In connection with the sale of the notes, we entered into an exchange and registration rights agreement with the initial purchasers of those notes, pursuant to which we agreed to file and to use

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our reasonable best efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the old notes for the new notes. This exchange offer is intended to satisfy our obligations under that agreement. A copy of the exchange and registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. 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 new notes. The old notes surrendered in exchange for the new 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.

Recent Events—The Refinancing

        On November 13, 2003, we issued $220.0 million principal amount of 9.75% senior notes due 2011. Simultaneously with the closing of the offering of the notes, we entered into a $55.0 million replacement credit facility and our parent company exchanged its 13.0% senior discount notes due 2006 for replacement senior and senior subordinated notes due 2012. We used the proceeds from the offering of the notes to redeem all of our outstanding senior notes and all of our outstanding senior subordinated notes, to refinance our prior 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 our parent company's note exchange. We will take a charge during the fiscal quarter ending December 31, 2003 equal to the unamortized balance of debt issuance costs.

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The Exchange Offer

        The following summary contains basic information about the exchange offer and the new notes. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of the Notes."

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The New Notes

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Summary Financial Data

        We derived the following historical financial information from our audited consolidated financial statements as of and for the years ended June 30, 2001 through June 30, 2003 and our unaudited consolidated financial statements as of and for the quarters ended September 30, 2002 and September 30, 2003, which are included elsewhere in this prospectus, and our audited consolidated financial statements as of and for the years ended June 30, 1999 and June 30, 2000, which are not included in this prospectus. The as adjusted balance sheet data give effect to the offering of the old notes and the related refinancing transactions as if they occurred at September 30, 2003. 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 three months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending June 30, 2004. This table should be read in conjunction with the information contained in "Use of Proceeds," "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.

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(1)

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.

(2)

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. For fiscal 2003, our ratio of earnings to fixed charges pro forma for the offering of the old notes and the related refinancing transactions was 1.4x and for the three months ended September 30, 2003 this ratio was 1.6x.

(3)

The "as adjusted" balance sheet data are presented as if the offering of the old notes, the application of the proceeds therefrom and the related actions contemplated by the refinancing took place at September 30, 2003.

(4)

The "as adjusted" shareholder's equity reflects an after-tax charge of $4.8 million resulting from the write-off of deferred financing costs, the call premiums paid to redeem our 10.875% senior notes due 2006 and our 10.875% senior subordinated notes due 2006 and a $20.0 million dividend paid to our parent company to redeem an equal amount of its senior discount notes.

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RISK FACTORS

        An investment in the 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 notes could decline and you might lose all or part of your investment.

Risks Related to Our Indebtedness

We have substantial existing debt and may incur substantial additional debt in the future, which could adversely affect our financial health and our ability to obtain financing in the future and react to changes in our business.

        We have, and will continue to have, a significant amount of debt and may incur additional debt in the future. As of September 30, 2003, pro forma for the offering of the old notes and the related refinancing transactions, our total debt would have been approximately $228.2 million and shareholder's equity would have been approximately $44.5 million. For the three months ended September 30, 2003, our ratio of earnings to fixed charges was 1.8x and pro forma for the offering of the old notes and the related refinancing transactions was 1.6x. Our significant amount of debt could have important consequences to you. For example, it could:

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make it more difficult for us to satisfy our obligations to the holders of the notes;



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make us vulnerable to interest rate increases, because a significant portion of our borrowings is, and will continue to be, at variable rates of interest;



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require us to dedicate a substantial portion of our cash flow from operations to payments on our debt obligations, which will reduce our funds available for working capital, capital expenditures and other general corporate expenses;



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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



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place us at a disadvantage compared to our competitors that have proportionately less debt;



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restrict our operational flexibility through restrictive covenants that will limit our ability to make acquisitions, explore certain business opportunities, dispose of assets and take other actions; and



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limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt instruments.

        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.

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The agreements and instruments governing our debt, the debt of our subsidiaries and the debt of our parent company, contain restrictions and limitations that could significantly affect our and our subsidiaries' ability to operate our business and could adversely affect the holders of the notes.

        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. The purchase agreements related to our parent company's replacement senior and senior subordinated notes will also impose certain restrictive covenants on us. These covenants restrict our and our subsidiaries' ability to, among other things:

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create liens;



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enter into sale and leaseback transactions;



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enter into transactions with affiliates;



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pay dividends or make other payments;



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effect certain mergers and consolidations;



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make certain investments, acquisitions or dispositions;



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incur additional debt;



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issue equity in our subsidiaries;



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create dividend and other payment restrictions affecting our subsidiaries; and



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repurchase or redeem equity interests and subordinated debt.

        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 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 replacement 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 replacement 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.

If we do not generate a sufficient amount of cash, which depends on many factors beyond our control, our liquidity and ability to service our indebtedness and fund our operations would be harmed.

        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 replacement credit facility will be adequate to meet our future liquidity needs. However, we have substantial contractual commitments and debt service obligations. In addition, on or after May 15, 2009, subject to the limitations in the indenture, we may make distributions or loans to our parent company in order to enable it to meet its debt service obligations with respect to its replacement senior and senior subordinated notes. We cannot assure you, however, 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 replacement credit facility in amounts sufficient to enable us to pay our indebtedness, including the

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notes, or to fund our other liquidity needs. In addition, if we undertake expansion efforts in the future, our cash requirements may increase significantly.

Risks Related to Our Business

Competition in the financial services industry could cause us to lose market share.

        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 are subject to risks relating to our international operations that could negatively impact 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 September 30, 2003, assets held by our foreign subsidiaries represented 56.1% of our total assets. Certain aspects inherent in transacting business internationally could negatively impact our operating results, including:

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costs and difficulties in staffing and managing international operations;



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unexpected changes in regulatory requirements;



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local political and economic conditions; and



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tax rates in certain foreign countries that exceed those in the United States and the imposition of withholding requirements on foreign earnings.

Foreign currency fluctuations may adversely affect our results of operations.

        We derive significant revenue, earnings and cash flow from our operations in Canada and the United Kingdom. Our foreign subsidiaries accounted for 49.6% of our total revenues during fiscal 2003 and 54.2% of our total revenues during the fiscal quarter ended September 30, 2003. Our results of operations are vulnerable to currency exchange rate fluctuations in the Canadian dollar and the British pound against the U.S. dollar. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $3.4 million for fiscal 2003 and $2.3 million for 2002. This impact represents nearly 21.9% of our consolidated pre-tax earnings for fiscal 2003 and 14.0% of our consolidated pre-tax earnings for fiscal 2002. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $783,000 for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002. This impact represents nearly 14.4% of our consolidated pre-tax earnings for the three months ended September 30, 2003 and 42.5% of our consolidated pre-tax earnings for the three months ended September 30, 2002.

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A significant portion of our consumer lending business is derived from two key banking relationships, and a loss of either of those relationships could adversely affect our liquidity and profits.

        We have alliances with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Under each of these relationships, we provide 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 are compensated by the bank through payment of origination and servicing fees. Approximately 19% of our revenues in fiscal 2003 and approximately 20% of our revenues in the quarter ended September 30, 2003 were derived from County Bank and First Bank. Our relationships with these banks have existed for approximately one year. Termination of, or significant adverse change in, our relationships with either or both of these banks could require us to seek replacement relationships with new financial institutions or make additional loans ourselves. We cannot assure you that we would be able to secure new relationships or that the terms of such new relationships would be as favorable to us as those of our existing relationships. The amount of loans we may make ourselves will be limited by the terms of the replacement credit facility. As a result, any changes in our relationship with the banks could disrupt our revenues, cause us to change the way we conduct business in certain states or adversely affect our liquidity and profits.

Demand for our products and services is sensitive to the level of transactions effected by our customers, and accordingly, our revenues could be affected negatively by a general economic slowdown.

        A significant portion of our revenue is derived from cashing checks. Revenues from check cashing accounted for 49.4% of our total revenues during fiscal 2003 and 49.3% of our total revenues during the fiscal quarter ended September 30, 2003. 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 business, financial condition and results of operations.

Changes in applicable laws and regulations governing consumer protection and lending practices may have a significant negative impact on 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:

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check cashing fees;



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licensing and posting of fees;



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lending practices, such as truth in lending;



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interest rates and usury;



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currency reporting;



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privacy of personal consumer information; and



•

prompt remittance of proceeds for the sale of money orders.

        In addition, the banks for which we act as a servicer in connection with our consumer lending activities are subject to federal and state banking regulations. During 2002, criticism of Eagle National Bank's program with us by the U.S. Comptroller of the Currency led to Eagle discontinuing that business, requiring us to find a replacement relationship. The resulting disruption to our business increased expenses and slowed the growth of our consumer lending activities in 2002. The FDIC is the primary regulator of County Bank and First Bank and in July 2003 issued guidance for member banks

16

operating in the payday lending industry. We cannot assure you that regulatory activities affecting the banks with which we do business will not again negatively impact our operations.

        As we develop 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. 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. Our business may also be 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.

Our business and results of operations may be adversely affected if we are unable to manage our growth effectively.

        Our expansion strategy, which contemplates the addition of new stores, franchisees and document transmitter locations, 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 and document transmitter locations, 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.

Our check cashing services may become obsolete because of technological advances.

        We derive the largest component of our revenue 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 in nature, which causes our revenues and earnings to fluctuate.

        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 annual financial results would be adversely impacted and our ability to service our debt, including our ability to make interest payments on the notes, may also be adversely affected.

Because we maintain a significant supply of cash in our stores, we may be subject to cash shortages due to employee error and theft.

        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.

17

If we lose key management or are unable to attract and retain the talent required for our business, our operating results could suffer.

        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 and Chief Financial Officer. 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.

The interests of our parent company's majority stockholder may conflict with your interests as a noteholder.

        Currently, Green Equity Investors II, L.P. beneficially owns approximately 65.9% of our parent company's common stock. As a result, Green Equity Investors II, L.P. may be able to control all matters requiring the approval of our parent company's stockholders, including the election of directors and approval of significant corporate transactions. Because we are a wholly-owned subsidiary of our parent company, Green Equity Investors II, L.P. also may have indirect control over us. The interests of Green Equity Investors II, L.P. as a stockholder may conflict with your interests as a noteholder.

Risks Related to the Notes

The notes are effectively subordinated to our credit facility.

        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 the replacement credit facility. However, the replacement 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 replacement 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 the replacement 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, the replacement credit facility also prohibits us and our subsidiaries from:

•

making any mandatory or voluntary repurchase of the notes (whether upon a change of control or asset sale, following the occurrence of an event of default under the indenture or otherwise);



•

making any payment or prepayment of principal on the notes;



•

making any payment or prepayment of interest or liquidated damages, if any, on the notes unless both before and after giving effect to such payment no event of default shall exist under the replacement credit facility; or



•

defeasing the notes.

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The guarantees and the collateral for the guarantees are subordinated to our credit facility.

        The notes are fully and unconditionally guaranteed on a joint and several basis by our parent company, DFG Holdings, Inc., 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 the replacement 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 the replacement 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 the replacement credit facility must be paid in full before you are paid.

The guarantee by our parent company will have limited value in the event we cannot make payment on the notes.

        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. Our parent company also has substantial indebtedness, including its guarantee of the replacement credit facility and $96.9 million of notes that would be equally-ranked with its guarantee of the notes as of September 30, 2003 after giving effect to the refinancing.

Under certain circumstances, federal and state laws may allow courts to avoid the guarantees and the collateral for the guarantees and require noteholders to return payments they receive from the guarantors.

        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:

•

received less than reasonably equivalent value or fair consideration for the incurrence of indebtedness under its guarantee and either:



•

was insolvent or rendered insolvent by reason of the incurrence; or



•

was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they became due.

        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.

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        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:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We believe that, after giving effect to the issuance and terms of the guarantees, 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 depend primarily on our subsidiaries' revenues for repayment of the notes, and our subsidiaries' obligations to make funds available to us will be limited.

        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 replacement 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 the replacement credit facility. In addition, our 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 the replacement 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 the replacement 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.

We may not be able to repurchase the notes upon a change of control or asset sale.

        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 replacement credit facility have a similar right upon a change of control or asset sale. In addition, the terms of our replacement credit facility prohibit us from repurchasing the notes until all debt under the replacement 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

20

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 replacement credit facility.

We cannot assure you that an active trading market will develop for the old notes or the new notes.

        The old notes and new 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 new 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 new 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 new notes, and the market prices quoted for the old notes and new 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 new 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 new notes.

If you do not exchange your old notes for new notes, you will continue to have restrictions on your ability to resell them.

        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 new 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.

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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 new notes. The old notes surrendered in exchange for the new 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.

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CAPITALIZATION

        The following table sets forth as of September 30, 2003:

•

our actual capitalization; and



•

our capitalization as adjusted to give effect to the offering of the old notes, and the use of the proceeds therefrom for certain related refinancing transactions in which we redeemed all of our outstanding senior notes and all of our outstanding senior subordinated notes, refinanced our prior credit facility, distributed a portion of the proceeds to our parent company to redeem an equal amount of its senior discount notes and paid fees and expenses with respect to these transactions and a related exchange transaction involving our parent company's senior discount notes.

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

(1)

Cash and cash equivalents consists primarily of cash for our daily store operations and checks in transit.

(2)

The as adjusted shareholder's equity reflects an after-tax charge of $4.8 million resulting from the write-off of deferred financing costs, the call premiums paid to redeem our 10.875% senior notes due 2006 and our 10.875% senior subordinated notes due 2006 and a $20.0 million dividend paid to our parent company to redeem an equal amount of its senior discount notes.

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SELECTED FINANCIAL DATA

        We derived the following historical financial information from our audited consolidated financial statements as of and for the years ended June 30, 2001 through June 30, 2003 and our unaudited consolidated financial statements as of and for the quarters ended September 30, 2002 and September 30, 2003, which are included elsewhere in this prospectus, and our audited consolidated financial statements as of and for the years ended June 30, 1999 and June 30, 2000, 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 three months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending June 30, 2004. This table should be read in conjunction 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.

(1)

On November 13, 1998, our parent company, DFG Holdings, Inc., or Holdings, entered into an agreement and plan of merger with DFG Acquisition, Inc., a Delaware corporation, controlled by Green Equity Investors II, L.P., a Delaware limited partnership, and some of the stockholders of Holdings, providing for the merger of DFG Acquisition, Inc. with and

24

into Holdings, with Holdings as the surviving corporation. The merger, which was consummated on December 18, 1998, was accounted for as a Recapitalization of Holdings. In the merger, the senior members of management of Holdings retained substantially all of their stock in Holdings, and the other stockholders received cash in exchange for their shares of Holdings.

(2)

On February 10, 1999, we acquired all of the outstanding shares of Instant Cash Loans Limited, which operated eleven stores in the UK. The initial purchase price for this acquisition was $9.4 million plus initial working capital of approximately $2.0 million and was funded with the issuance of our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of identifiable net assets acquired was $8.3 million. On February 17, 1999, National Money Mart Company, one of our subsidiaries, acquired the remaining 86.5% partnership interest in its Calgary Money Mart Partnership. The Calgary Money Mart Partnership operated six stores in Alberta, Canada. The aggregate purchase price for this acquisition was $5.6 million and was funded with the issuance of our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of identifiable net assets acquired was $5.2 million.

(3)

On July 7, 1999, we acquired all of the outstanding shares of Cash A Cheque Holdings Great Britain Limited, which operated 44 company-owned stores in the UK. The initial purchase price for this acquisition was $12.5 million and was funded through excess internal cash, our revolving credit facility and our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of the identifiable net assets acquired was $8.2 million. Additional consideration of $9.7 million was subsequently paid based under the profit-based earn-out agreement. On November 18, 1999, we acquired all of the outstanding shares of Cheques R Us, Inc. and Courtenay Money Mart Ltd., which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.2 million and was funded through excess internal cash. The excess of the purchase price over the fair value of identifiable net assets acquired was $1.1 million. On December 15, 1999, we acquired all of the outstanding shares of Cash Centres Corporation Limited, which operated five company-owned stores and 238 franchises in the UK. The aggregate purchase price for this acquisition was $8.4 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of identifiable net assets acquired was $7.7 million. Additional consideration of $2.7 million was subsequently paid based under a profit-based earn-out agreement. On February 10, 2000, we acquired substantially all of the assets of CheckStop, Inc., a payday-loan business which operated through 150 independent document transmitters in 17 states. The aggregate purchase price for this acquisition was $2.6 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of identifiable net assets acquired was $2.4 million. Additional consideration of $250,000 was subsequently paid based upon a future results of operations earn-out agreement.

(4)

On August 1, 2000, we purchased all of the outstanding shares of West Coast Chequing Centres, Ltd, which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.5 million and was funded through excess internal cash. The excess price over the fair value of identifiable net assets acquired was $1.4 million. On August 7, 2000, we purchased substantially all of the assets of Fast 'n Friendly Check Cashing, which operated 8 stores in Maryland. The aggregate purchase price for this acquisition was $700,000 and was funded through our revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $660,000. Additional consideration of $150,000 was subsequently paid based on a revenue earn-out agreement. On August 28, 2000, we purchased primarily all of the assets of Ram-Dur Enterprises, Inc. d/b/a AAA Check Cashing Centers, which operated five stores in Tucson, Arizona. The aggregate purchase price for this acquisition was $1.3 million and was funded through our revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $1.2 million. On December 5, 2000, we purchased all of the outstanding shares of Fastcash Ltd., which operated 13 company owned stores and 27 franchises in the UK. The aggregate purchase price for this acquisition was $3.1 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of the identifiable assets acquired was $2.7 million. Additional consideration of $2.0 million was subsequently paid during fiscal 2003 based upon a future results of operations earn-out agreement.

(5)

On July 1, 2001, we adopted Financial Accounting Standards Board Opinion No. 142 "Goodwill and Other Intangible Assets." In accordance with the provisions of SFAS No. 142 we ceased amortization of goodwill.

(6)

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. For fiscal 2003, our ratio of earnings to fixed charges pro forma for the offering of the old notes and the related refinancing transactions was 1.4x and for the three months ended September 30, 2003 this ratio was 1.6x.

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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 fiscal quarters ended September 30, 2002 and 2003 and fiscal 2001, 2002 and 2003 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. For a discussion and analysis of the financial condition and results of operations of our parent company, DFG Holdings, Inc., see "Management's Discussion and Analysis of Financial Condition and Results of Operations—DFG Holdings, Inc."

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 origination and servicing fees from the banks providing the loans or, if we fund the loans directly, interest on the loans.

        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. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating our store support functions for our North American operations. We expect that these actions will result in annual savings of approximately $5.0 million.

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

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 our results of operations and financial condition in the preparation of our financial statements in conformity with GAAP. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves 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 estimates and assumptions used in the preparation of our financial statements:

Revenue Recognition

        Generally, we recognize revenue when services for the customer have been provided which, in the case of check cashing and other retail products, is at the time of sale. For our unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

26

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        We maintain a loan loss reserve 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, 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. As these conditions change, we may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        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. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

Goodwill

        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.

Income Taxes

        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 sheet. 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 must establish a valuation allowance.

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Results of Operations

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

Quarter Ended September 30, 2003 Compared to the Quarter Ended September 30, 2002

        Revenues.    Total revenues were $57.0 million for the three months ended September 30, 2003, compared to $52.7 million for the three months ended September 30, 2002, an increase of $4.3 million or 8.2%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $4.6 million or 8.9%. New store openings accounted for an increase of $721,000, which was partially offset by a decrease of $952,000 in revenues from closed stores.

        The increase in total revenues resulted primarily from a $2.5 million, or 13.0% increase in consumer lending revenues and a $1.7 million, or 6.3% increase in check cashing revenues. A 31% increase in loans originated in our Canadian locations accounted for approximately $1.3 million of the increase in consumer lending revenues. The balance of the increase was primarily related to lower U.S. net write-offs of company funded originations, partially offset by lower company funded domestic loan revenues. The increase in check cashing fees is primarily related to our Canadian locations as a result of an increase in the face amount of checks cashed.

        Store and Regional Expenses.    Store and regional expenses were $38.1 million for the three months ended September 30, 2003, compared to $36.4 million for the three months ended September 30, 2002, an increase of $1.7 million or 4.5%. New store openings accounted for an increase of $500,000 while closed stores accounted for a decrease of $900,000. Comparable retail store and franchised store

28

expenses for the entire period increased $2.0 million. For the three months ended September 30, 2003 total store and regional expenses decreased to 66.8% of total revenue compared to 69.2% of total revenue for the three months ended September 30, 2002.

        As a percent of revenues, other store and regional expenses were 22.8% for the three months ended September 30, 2003, compared to 24.4% for the three months ended September 30, 2002, a decrease of 1.6%. A decrease in direct costs associated with short-term consumer loans we service through our direct-to-customer operation accounted for 1.0% of the decline. In addition, a continued decline in net security losses accounted for 0.3% of the decrease.

        Corporate Expenses.    Corporate expenses were $7.2 million for each of the three month periods ended September 30, 2003 and September 30, 2002. For the three months ended September 30, 2003, corporate expenses decreased to 12.7% of total revenue compared to 13.8% of total revenue for the three months ended September 30, 2002. The decline reflects the first full quarter of cost reductions related to the recent rationalization of our store support functions for our North American operations.

        Loss on Store Closings and Sales.    Loss on store closings and sales was $60,000 for the three months ended September 30, 2003, compared to $488,000 for the three months ended September 30, 2002. These costs consist primarily of lease obligations and leasehold improvement write-offs.

        Interest Expense.    Interest expense was $5.2 million for the three months ended September 30, 2003, compared to $4.9 million for the three months ended September 30, 2002, an increase of $316,000 or 6.4%. This increase is primarily attributable to the increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Income Tax Provision.    The provision for income taxes was $4.3 million for the three months ended September 30, 2003, compared to $1.9 million for the three months ended September 30, 2002, an increase of $2.4 million. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes and U.S. taxes on foreign earnings primarily resulting from the guarantees of our credit facility and senior notes by our foreign subsidiaries.

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 $11.7 million, or 16.8%, 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 credit losses (which are netted against revenues). 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 an overall decline in service sector employment. 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

29

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 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a 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%. The increase was due to costs associated with the implementation of enhanced transaction processing systems, the establishment of new business development strategies, professional fees associated with our new banking relationships with First Bank and County Bank and increased salaries and benefits associated with the growth of foreign operations. During the fourth quarter of fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our U.S. headquarters to complete a process of rationalizing our North American corporate office functions that had begun in October 2002. We believe the restructuring efforts undertaken in fiscal 2003 will result in an annual savings of approximately $5.0 million. 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.

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        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 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 U.S. 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 credit facility and the impact of the higher effective interest rate on our collateralized borrowing described below.

        Establishment of Reserve for Legal Matter.    We accrued $2.8 million during fiscal 2003 related to a legal matter described in "Business—Legal Proceedings."

        Income Tax Provision.    Provision for income taxes was $13.5 million in 2003 and $10.2 million in 2002. Our effective tax rate for 2003 was 86.4%, compared to 62.8% for 2002. The effective rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes and U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $5.2 million for fiscal 2003 and $2.4 million for fiscal 2002.

Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001

        Revenues.    Total revenues were $202.0 million for fiscal 2002, compared to $195.5 million for fiscal 2001, an increase of $6.5 million, or 3.3%. Comparable retail store, franchised store and document transmitter revenues increased $2.4 million, or 1.3%. The entities acquired during fiscal 2001 and new store openings accounted for an increase of $10.0 million. The increase in total revenues resulted from an $11.4 million, or 19.5%, increase in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.9 million, or 53%, increase in foreign lending operations, principally due to volume growth in Canada and the introduction of consumer loan products into our acquired stores in the United Kingdom, and a $2.2 million, or 58.7%, revenue increase in our direct-to-consumer lending business. The balance of the increase in consumer lending revenues, $1.3 million, is attributable to other domestic lending operations. Partially offsetting this increase, however, was a decline in revenues of $3.1 million from closed stores and a decline in revenues of $2.8 million from the termination of the State of New York government contract, both occurring during fiscal 2001.

        Store and Regional Expenses.    Store and regional expenses were $136.1 million for fiscal 2002, compared to $125.5 million for fiscal 2001, an increase of $10.6 million, or 8.4%. The effect of the acquisitions in fiscal 2001 resulted in an increase in store and regional expenses of $1.0 million and new store openings accounted for an increase of $6.0 million. Also, store and regional expenses increased $1.3 million due to salaries and benefits attributable to foreign subsidiaries, commensurate with the growth in those operations. In addition, $600,000 of the increase in store and regional expenses resulted from an increase in salaries and benefits due to the continued growth of our direct-to-consumer lending business and $1.9 million of the increase in store and regional expenses resulted from the costs of the further development of our centralized collection division in fiscal 2002. Store and regional expenses as a percentage of revenues increased from 64.2% in fiscal 2001 to 67.4%

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in fiscal 2002. Store and regional expenses as a percentage of revenues from our foreign subsidiaries were 57.5% for fiscal 2001 and 55.7% for fiscal 2002.

Salaries and Benefits Expense.    Salaries and benefits expense was $65.3 million for fiscal 2002, compared to $57.5 million for fiscal 2001, an increase of $7.8 million, or 13.6%. Acquisitions accounted for an increase in salaries and benefits of $500,000 and new store openings accounted for $2.8 million. Our foreign subsidiaries accounted for an increase of $1.3 million in salaries and benefits. In addition, our direct-to-consumer lending business and centralized collection divisions accounted for an increase of $2.5 million due to increased growth. Salaries and benefits expense as a percentage of revenues increased from 29.4% for fiscal 2001 to 32.3% for fiscal 2002.

Occupancy Expense.    Occupancy expense was $18.1 million for fiscal 2002, compared to $16.9 million for fiscal 2001, an increase of $1.2 million, or 7.1%. New store openings and acquisitions accounted for the increase. Occupancy expense as a percentage of revenues increased from 8.6% for fiscal 2001 to 9.0% for fiscal 2002.

Depreciation Expense.    Depreciation expense was $6.5 million for fiscal 2002, compared to $5.8 million for fiscal 2001, an increase of $700,000, or 12.1%. New store openings and acquisitions accounted for an increase of $600,000. Depreciation expense as a percentage of revenues increased to 3.2% for fiscal 2002 from 3.0% for fiscal 2001.

Other.    Other store and regional expenses were $46.2 million for fiscal 2002, compared to $45.3 million for fiscal 2001, an increase of $900,000, or 2.0%. New store openings and acquisitions accounted for an increase in other store and regional expenses of $1.8 million. In addition, costs associated with our direct-to-consumer lending business and centralized collection divisions increased during fiscal 2002 due to the growth in that business. Stores closed during fiscal 2002 partially offset these increases.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $24.5 million for fiscal 2002, compared to $22.5 million for fiscal 2001, an increase of $2.0 million, or 8.9%. This increase resulted from additional salaries and benefits associated with the growth of the foreign operations during fiscal 2002. Corporate expenses as a percentage of revenues increased to 12.1% for fiscal 2002 from 11.5% for fiscal 2001.

        Loss on Store Closings and Sales.    During fiscal 2002, we closed 16 stores. Loss on store closings and sales was $1.2 million for fiscal 2002, compared to $900,000 for fiscal 2001.

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $2.7 million for fiscal 2002, compared to $2.0 million for fiscal 2001, an increase of $700,000, or 35%. This increase is attributable to additional capital expenditures made by the corporate office during fiscal 2002. Other depreciation and amortization as a percentage of revenues increased from 1.0% for fiscal 2001 to 1.3% for fiscal 2002.

        Interest Expense.    Interest expense was $18.7 million for fiscal 2002, compared to $20.4 million for fiscal 2001, a decrease of $1.7 million, or 8.3%. This decrease was primarily attributable to the decrease in the average interest rates of our credit facilities.

        Income Tax Provision.    Provision for income taxes was $10.2 million in 2002 and $12.9 million in 2001. Our effective tax rate for 2002 was 62.8%, compared to 65.8% for 2001. The effective rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, U.S. taxes on foreign earnings

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and, for fiscal 2001, nondeductible goodwill amortization resulting from the management buyout of our company on June 30, 1994 and several subsequent acquisitions.

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 and finance store expansion.

        Net cash provided by operating activities was $16.4 million in fiscal 2001, $14.5 million in fiscal 2002 and $4.2 million in fiscal 2003. The decline in net cash provided by operating activities is 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 relationship with County Bank provides for monthly settlement and our relationship with First Bank provides for semi-monthly settlement. Net cash provided by operating activities was $6.7 million for the three months ended September 30, 2003, compared to a usage of $2.7 million for the three months ended September 30, 2002. The increase in net cash provided by operations was primarily the result of increases in loans and other receivables due to the timing of settlement payments related to our consumer lending product and a decline in company funded unsecured short-term loans in the first quarter of fiscal 2004.

        Net cash used in investing activities was $32.4 million in fiscal 2001, $10.1 million in fiscal 2002 and $10.7 million in fiscal 2003. Our investing activities primarily relate to purchases of property and equipment for our stores, investments in technology and acquisitions. During fiscal 2003, $3.0 million of this amount was attributable to earn-out payments on acquisitions completed during previous years. For the three months ended September 30, 2003, we made capital expenditures of $1.4 million compared to $1.1 million for the three months ended September 30, 2002. We currently expect that our capital expenditures will aggregate approximately $7.0 million during fiscal 2004 for remodeling and relocation of certain existing stores and for opening new stores. The actual amount of capital expenditures for the year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled.

        Net cash provided by (used in) financing activities was $15.6 million in fiscal 2001, $9.4 million in fiscal 2002 and $(11.3) million in fiscal 2003. The decline during fiscal 2003 was primarily 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. Net cash provided by (used in) financing activities was $(14.2) million for the three months ended September 30, 2003, compared to $(4.9) million for the three months ended September 30, 2002. The decline in the three months ended September 30, 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities.

        Revolving Credit Facilities.    As of September 30, 2003, we had three revolving credit facilities: our prior credit facility, a Canadian overdraft facility and a United Kingdom overdraft facility.

Prior Credit Facility.    Our borrowing capacity under our prior credit facility was limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which guaranteed the performance of certain of our contractual obligations. At September 30, 2003, the total commitment was $70.5 million and our borrowing capacity was $61.5 million. Borrowings under the prior credit facility as of September 30, 2003 were $47.8 million. All borrowings under the prior credit facility were repaid in full with a portion of the proceeds of the offering of the old notes.

        Concurrently with the offering of the old notes, we entered into a replacement credit facility, which consists of a $55.0 million senior secured reducing revolving credit facility. The commitment

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will be reduced by $750,000 commencing January 2, 2004 and on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15,000,000. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or asset dispositions. Under the replacement credit facility, up to $20.0 million may be used in connection with letters of credit.

Canadian Overdraft Facility.    We have 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 $4.8 million, of which there was no outstanding balance as of September 30, 2003. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance.

United Kingdom Overdraft Facility.    For our U.K. operations, we have a United Kingdom overdraft facility which provides for a commitment of up to approximately $6.2 million, of which $173,000 was outstanding on September 30, 2003. Amounts outstanding under the United Kingdom overdraft facility bear interest at a rate of the bank base rate plus 1.00%. The United Kingdom overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under our prior credit facility which remains outstanding under our replacement credit facility.

        Long-term Debt.    As of September 30, 2003, long-term debt consisted of our senior notes maturing on November 15, 2006, and our senior subordinated notes maturing on December 31, 2006. The senior notes and the senior subordinated notes were repaid in full with a portion of the proceeds of the offering of the old notes.

        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.

        Other Collateralized Borrowings.    On November 15, 2002, we entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom. Pursuant to the agreement, we will retain servicing responsibilities and earn servicing fees, which are subject to reduction if the related loans are not collected. At September 30, 2003, we had $8.0 million of loans receivable pledged under this agreement.

        We entered into the commitments described above and other contractual obligations in the normal course of business as a source of funds for asset growth and asset/liability management and to meet

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required capital needs. Our principal future obligations and commitments as of September 30, 2003, excluding periodic interest payments, included the following:

(1)

We used portions of the proceeds of the offering of the old notes to repay these items.

        We are highly leveraged, and borrowings under the credit facilities will increase our debt service requirements. We believe that, based on current levels of operations and anticipated improvements in operating results, cash flows from operations and borrowings available under our credit facilities will allow us to fund our liquidity and capital expenditure requirements for the foreseeable future, including payment of interest and principal on our indebtedness. This belief is based upon our historical growth rate and the anticipated benefits we expect from operating efficiencies. We expect additional revenue growth to be generated by increased check cashing revenues, growth in the consumer lending business, the maturity of recently opened stores and the continued expansion of new stores. We also expect operating expenses to increase, although the rate of increase is expected to be less than the rate of revenue growth. Furthermore, we do not believe that additional acquisitions or expansion are necessary to cover our fixed expenses, including debt service. However, we cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to meet our debt service requirements or to make anticipated capital expenditures. We may need to refinance all or a portion of our indebtedness on or prior to maturity, under certain circumstances, and we cannot assure you that we will be able to effect such refinancing on commercially reasonable terms or at all.

Impact of New Accounting Pronouncements

        Effective July 1, 2003, we adopted the Financial Accounting Standards Board, or FASB, Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This Interpretation elaborates on the disclosures required by guarantors in their interim and annual financial statements. It also requires a guarantor to recognize a liability at the date of inception for the fair value of the obligation it assumes under the guarantee. The disclosure requirements were effective for periods ending after December 15, 2002. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The guarantees of the new notes by our parent company and our existing and future domestic subsidiaries are not expected to have a material impact on our consolidated financial position, consolidated results of operations or liquidity.

        In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This Interpretation provides guidance on how to identify a variable interest entity and determine when the assets, liabilities, noncontrolling interests and results of operations of a variable interest entity need to be included in a company's consolidated financial statements. A company that holds a variable interest in an entity will need to consolidate that entity if the company's interest in the variable interest

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entity is such that it will absorb a majority of the variable interest entity's expected losses and /or receive a majority of the entity's expected residual returns, if they occur. The new accounting provisions of this Interpretation became effective upon issuance for all new variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. We have not entered into any new transactions involving variable interest entities on or after February 1, 2003. This pronouncement also must be applied effective July 1, 2003 to existing variable interest entities acquired by us prior to February 1, 2003. The impact of this pronouncement is not expected to have a material effect on our financial position or results of operation.

Impact of Inflation

        We do not believe that inflation has a material impact on our earnings from operations.

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.

Quantitative and Qualitative Disclosures About Market Risk

Generally

        In the operations of our subsidiaries and the reporting of our consolidated financial results, we are affected by changes in interest rates and currency exchange rates. The principal risks of loss arising from adverse changes in market rates and prices to which we and our subsidiaries are exposed relate to:

•

interest rates on debt; and



•

foreign exchange rates generating translation gains and losses.

        We and our subsidiaries have no market risk sensitive instruments entered into for trading purposes, as defined by GAAP. Information contained in this section relates only to instruments entered into for purposes other than trading.

Interest Rates

        Our outstanding indebtedness, and related interest rate risk, is managed centrally by our finance department by implementing the financing strategies approved by our board of directors. Our debt consists of fixed-rate senior notes and senior subordinated notes. Our revolving credit facilities carry variable rates of interest. As most of our average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a significant impact on our consolidated financial position, results of operations or cash flows.

Foreign Exchange Rates

        Operations in the United Kingdom and Canada have exposed us to shifts in currency valuations. From time to time we may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign exchange fluctuations. Out of the money put options may be

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purchased because they cost less than completely averting the risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. We did not purchase options of this kind during fiscal 2003. At September 30, 2003 we held put options with an aggregate notional value of £3.0 million to protect the currency exposure in the United Kingdom throughout the remainder of the calendar year. We also held put options with an aggregate notional value of $(CAD)36.0 million to protect the currency exposure in Canada throughout the remainder of the fiscal year. All put options for the quarter ended September 30, 2003 expired out of the money. There was no such hedging activity for the same period in fiscal 2003.

        Canadian operations account for approximately 166.6% of our fiscal 2003 consolidated pre-tax earnings, and U.K. operations account for approximately 52.9% of our fiscal 2003 consolidated pre-tax earnings. Canadian operations accounted for approximately 105.5% of consolidated pre-tax earnings for the three months ended September 30, 2003, and U.K. operations accounted for approximately 38.7% of consolidated pre-tax earnings for the three months ended September 30, 2003. Canadian operations accounted for approximately 360.9% of consolidated pre-tax earnings for the three months ended September 30, 2002, and U.K. operations accounted for approximately 63.6% of consolidated pre-tax earnings for the three months ended September 30, 2002. As currency exchange rates change, translation of the financial results of the Canadian and U.K. operations into U.S. dollars will be impacted. Changes in exchange rates have resulted in cumulative translation adjustments increasing our net assets by $8.1 million. Our U.K. subsidiary has $8.0 million of collateralized borrowings denominated in U.S. dollars that are subject to foreign currency transaction gains and losses. These gains and losses are included in corporate expenses.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $3.4 million for fiscal 2003 and $2.3 million for 2002. This impact represents nearly 21.9% of our consolidated pre-tax earnings for fiscal 2003 and 14.0% of our consolidated pre-tax earnings for fiscal 2002.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $783,000 for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002. This impact represents nearly 14.4% of our consolidated pre-tax earnings for the three months ended September 30, 2003 and 42.5% of our consolidated pre-tax earnings for the three months ended September 30, 2002.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DFG HOLDINGS, INC.

        The following is a discussion and analysis of the financial condition and results of operations for Dollar Financial Group, Inc.'s parent company, DFG Holdings, Inc., for the fiscal quarters ended September 30, 2002 and 2003 and fiscal 2001, 2002 and 2003. References in this section to "we," "our," "ours," or "us" are to DFG Holdings Inc. and its wholly owned subsidiaries, except as the context otherwise requires. This section 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. For a discussion and analysis of the financial condition and results of operations of Dollar Financial Group, Inc., see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc."

Overview

        DFG Holdings, Inc. is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries. 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 origination and servicing fees from the banks providing the loans or, if we fund the loans directly, interest on the loans.

        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. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating our store support functions for our North American operations. We expect that these actions will result in annual savings of approximately $5.0 million.

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

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 our results of operations and financial condition in the preparation of our financial statements in conformity with GAAP. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves 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.

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

Revenue Recognition

        Generally, we recognize revenue when services for the customer have been provided which, in the case of check cashing and other retail products, is at the time of sale. For our unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        We maintain a loan loss reserve 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, 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. As these conditions change, we may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        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. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

Goodwill

        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.

Income Taxes

        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 sheet. 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 must establish a valuation allowance.

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Results of Operations

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

Quarter Ended September 30, 2003 Compared to the Quarter Ended September 30, 2002

        Revenues.    Total revenues were $57.0 million for the three months ended September 30, 2003, compared to $52.7 million for the three months ended September 30, 2002, an increase of $4.3 million or 8.2%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $4.6 million or 8.9%. New store openings accounted for an increase of $721,000, which was partially offset by a decrease of $952,000 in revenues from closed stores.

        The increase in total revenues resulted primarily from a $2.5 million, or 13.0% increase in consumer lending revenues and a $1.7 million, or 6.3% increase in check cashing revenues. A 31% increase in loans originated in our Canadian locations accounted for approximately $1.3 million of the increase in consumer lending revenues. The balance of the increase was primarily related to lower U.S. net write-offs of company funded originations, partially offset by lower company funded domestic loan revenues. The increase in check cashing fees is primarily related to our Canadian locations as a result of an increase in the face amount of checks cashed.

        Store and Regional Expenses.    Store and regional expenses were $38.1 million for the three months ended September 30, 2003, compared to $36.4 million for the three months ended September 30, 2002, an increase of $1.7 million or 4.5%. New store openings accounted for an increase of $500,000 while

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closed stores accounted for a decrease of $900,000. Comparable retail store and franchised store expenses for the entire period increased $2.0 million. For the three months ended September 30, 2003, total store and regional expenses decreased to 66.8% of total revenue, compared to 69.2% of total revenue for the three months ended September 30, 2002.

        As a percent of revenues, other store and regional expenses were 22.8% for the three months ended September 30, 2003, compared to 24.4% for the three months ended September 30, 2002, a decrease of 1.6%. A decrease in direct costs associated with short-term consumer loans we service through our direct-to-customer operation accounted for 1.0% of the decline. In addition, a continued decline in net security losses accounted for 0.3% of the decrease.

        Corporate Expenses.    Corporate expenses were $7.2 million for each of the three month periods ended September 30, 2003 and September 30, 2002. For the three months ended September 30, 2003, corporate expenses decreased to 12.7% of total revenue, compared to 13.8% of total revenue for the three months ended September 30, 2002. The decline reflects the first full quarter of cost reductions related to the recent rationalization of our store support functions for our North American operations.

        Management Fees.    Management fees were $250,000 for the three months ended September 30, 2003, compared to $261,000 for the three months ended September 30, 2002, an $11,000 decrease. Under an amended and restated management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc. and us, we have agreed to pay Leonard Green & Partners, L.P. an annual management fee equal to $1.0 million, reasonable and customary fees for financial advisory and investment banking services in connection with major financial transactions that we may undertake in the future and reimbursement of any out-of-pocket expenses incurred.

        Loss on Store Closings and Sales.    Loss on store closings and sales was $60,000 for the three months ended September 30, 2003, compared to $488,000 for the three months ended September 30, 2002. These costs consist primarily of lease obligations and leasehold improvement write-offs.

        Interest Expense.    Interest expense was $9.2 million for the three months ended September 30, 2003, compared to $8.4 million for the three months ended September 30, 2002, an increase of $825,000 or 9.8%. This increase is primarily attributable to the increase in the accretion of interest expense from our 13% senior discount notes, an increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our prior credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Income Tax Provision.    The provision for income taxes was $3.8 million for the three months ended September 30, 2003, compared to $2.2 million for the three months ended September 30, 2002, an increase of $1.6 million. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest, and U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $1.5 million for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002.

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.

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        The increase in total revenues resulted primarily from an increase of $11.7 million, or 16.8%, 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 credit losses (which are netted against revenues). 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 an overall decline in service sector employment. 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 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a 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%. The increase was due to costs associated with the implementation of enhanced transaction processing systems, the establishment of new business development strategies, professional fees associated with our new banking relationships with First Bank and County Bank and increased salaries and benefits associated with the growth of foreign operations. During the fourth quarter of fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our U.S. headquarters to complete a process of rationalizing our North American corporate office functions that had begun in October 2002. We

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believe the restructuring efforts undertaken in fiscal 2003 will result in an annual savings of approximately $5.0 million. 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.

        Management Fees.    Management fees were $1.0 million for the fiscal years ended June 30, 2003 and 2002. Under an amended and restated management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc. and us, we have agreed to pay Leonard Green & Partners, L.P. an annual management fee equal to $1.0 million, reasonable and customary fees for financial advisory and investment banking services in connection with major financial transactions that we may undertake in the future and reimbursement of any out-of-pocket expenses incurred.

        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 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 U.S. 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 $34.6 million for fiscal 2003, compared to $31.3 million for fiscal 2002, an increase of $3.3 million, or 10.5%. This increase is primarily attributable to the increase in the accretion of interest expense from our 13% senior discount notes, an increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Establishment of Reserve for Legal Matter.    We accrued $2.8 million during fiscal 2003 related to a legal matter described in "Business—Legal Proceedings."

        Income Tax Provision.    The provision for income taxes was $8.7 million in fiscal 2003 and $6.0 million in 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 U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $5.2 million for fiscal 2003 and $2.4 million for fiscal 2002.

Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001

        Revenues.    Total revenues were $202.0 million for fiscal 2002, compared to $195.5 million for fiscal 2001, an increase of $6.5 million, or 3.3%. Comparable retail store, franchised store and document transmitter revenues increased $2.4 million, or 1.3%. The entities acquired during fiscal 2001 and new store openings accounted for an increase of $10.0 million. The increase in total revenues resulted from an $11.4 million, or 19.5%, increase in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.9 million, or 53%, increase in foreign lending operations, principally due to volume growth in Canada and the introduction of consumer loan products into our acquired stores in the United Kingdom, and a $2.2 million, or 58.7%, revenue increase in our

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direct-to-consumer lending business. The balance of the increase in consumer lending revenues, $1.3 million, is attributable to other domestic lending operations. Partially offsetting this increase, however, was a decline in revenues of $3.1 million from closed stores and a decline in revenues of $2.8 million from the termination of the State of New York government contract, both occurring during fiscal 2001.

        Store and Regional Expenses.    Store and regional expenses were $136.1 million for fiscal 2002, compared to $125.5 million for fiscal 2001, an increase of $10.6 million, or 8.4%. The effect of the acquisitions in fiscal 2001 resulted in an increase in store and regional expenses of $1.0 million and new store openings accounted for an increase of $6.0 million. Also, store and regional expenses increased $1.3 million due to salaries and benefits attributable to foreign subsidiaries, commensurate with the growth in those operations. In addition, $600,000 of the increase in store and regional expenses resulted from an increase in salaries and benefits due to the continued growth of our direct-to-consumer lending business and $1.9 million of the increase in store and regional expenses resulted from the costs of the further development of our centralized collection division in fiscal 2002. Store and regional expenses as a percentage of revenues increased from 64.2% in fiscal 2001 to 67.4% in fiscal 2002. Store and regional expenses as a percentage of revenues from our foreign subsidiaries were 57.5% for fiscal 2001 and 55.7% for fiscal 2002.

Salaries and Benefits Expense.    Salaries and benefits expense was $65.3 million for fiscal 2002, compared to $57.5 million for fiscal 2001, an increase of $7.8 million, or 13.6%. Acquisitions accounted for an increase in salaries and benefits of $500,000 and new store openings accounted for $2.8 million. Our foreign subsidiaries accounted for an increase of $1.3 million in salaries and benefits. In addition, our direct-to-consumer lending business and centralized collection divisions accounted for an increase of $2.5 million due to increased growth. Salaries and benefits expense as a percentage of revenues increased from 29.4% for fiscal 2001 to 32.3% for fiscal 2002.

Occupancy Expense.    Occupancy expense was $18.1 million for fiscal 2002, compared to $16.9 million for fiscal 2001, an increase of $1.2 million, or 7.1%. New store openings and acquisitions accounted for the increase. Occupancy expense as a percentage of revenues increased from 8.6% for fiscal 2001 to 9.0% for fiscal 2002.

Depreciation Expense.    Depreciation expense was $6.5 million for fiscal 2002, compared to $5.8 million for fiscal 2001, an increase of $700,000, or 12.1%. New store openings and acquisitions accounted for an increase of $600,000. Depreciation expense as a percentage of revenues increased to 3.2% for fiscal 2002 from 3.0% for fiscal 2001.

Other.    Other store and regional expenses were $46.2 million for fiscal 2002, compared to $45.3 million for fiscal 2001, an increase of $900,000, or 2.0%. New store openings and acquisitions accounted for an increase in other store and regional expenses of $1.8 million. In addition, costs associated with our direct-to-consumer lending business and centralized collection divisions increased during fiscal 2002 due to the growth in that business. Stores closed during fiscal 2002 partially offset these increases.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $24.5 million for fiscal 2002, compared to $22.5 million for fiscal 2001, an increase of $2.0 million, or 8.9%. This increase resulted from additional salaries and benefits associated with the growth of the foreign operations during fiscal 2002. Corporate expenses as a percentage of revenues increased to 12.1% for fiscal 2002 from 11.5% for fiscal 2001.

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        Management Fees.    Management fees were $1.0 million for the fiscal year ended June 30, 2002 and $864,000 for the fiscal year ended 2001 an increase of $136,000. The increase was related to an amendment to the management services agreement.

        Loss on Store Closings and Sales.    During fiscal 2002, we closed 16 stores. Loss on store closings and sales was $1.2 million for fiscal 2002, compared to $900,000 for fiscal 2001.

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $2.7 million for fiscal 2002, compared to $2.0 million for fiscal 2001, an increase of $700,000, or 35%. This increase is attributable to additional capital expenditures made by the corporate office during fiscal 2002. Other depreciation and amortization as a percentage of revenues increased from 1.0% for fiscal 2001 to 1.3% for fiscal 2002.

        Interest Expense.    Interest expense was $31.3 million for fiscal years ended June 30, 2002 and 2001.

        Income Tax Provision.    The provision for income taxes was $6.0 million in 2002 and $9.2 million in 2001. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest, and U.S. taxes on foreign earnings and, for fiscal 2001, nondeductible goodwill amortization resulting from the management buyout of our company on June 30, 1994 and several subsequent acquisitions.

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 and finance store expansion.

        Net cash provided by operating activities was $15.6 million in fiscal 2001, $13.4 million in fiscal 2002 and $3.3 million in fiscal 2003. The decline in net cash provided by operating activities is 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 relationship with County Bank provides for monthly settlement and our relationship with First Bank provides for semi-monthly settlement. Net cash provided by operating activities was $6.4 million for the three months ended September 30, 2003, compared to a usage of $3.0 million for the three months ended September 30, 2002. The increase in net cash provided by operations was primarily the result of increases in loans and other receivables due to the timing of settlement payments related to our consumer lending product and a decline in company funded unsecured short-term loans in the first quarter of fiscal 2004.

        Net cash used in investing activities was $32.4 million in fiscal 2001, $10.1 million in fiscal 2002 and $10.7 million in fiscal 2003. Our investing activities primarily relate to purchases of property and equipment for our stores, investments in technology and acquisitions. During fiscal 2003, $3.0 million of this amount was attributable to earn-out payments on acquisitions completed during previous years. For the three months ended September 30, 2003, we made capital expenditures of $1.4 million, compared to $1.1 million for the three months ended September 30, 2002. We currently expect that our capital expenditures will aggregate approximately $7.0 million during fiscal 2004 for remodeling and relocation of certain existing stores and for opening new stores. The actual amount of capital expenditures for the year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled.

        Net cash provided by (used in) financing activities was $16.4 million in fiscal 2001, $10.4 million in fiscal 2002 and $(10.3) million in fiscal 2003. The decline during fiscal 2003 was primarily 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. Net cash provided by (used in) financing activities was $(14.0) million

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for the three months ended September 30, 2003, compared to $(4.6) million for the three months ended September 30, 2002. The decline in the three months ended September 30, 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities.

        Revolving Credit Facilities.    As of September 30, 2003, we had three revolving credit facilities: our prior credit facility, a Canadian overdraft facility and a United Kingdom overdraft facility.

Prior Credit Facility.    Our borrowing capacity under our prior credit facility was limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which guaranteed the performance of certain of our contractual obligations. At September 30, 2003, the total commitment was $70.5 million and our borrowing capacity was $61.5 million. Borrowings under the prior credit facility as of September 30, 2003 were $47.8 million. All borrowings under the prior credit facility were repaid in full with a portion of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes.

        Concurrently with the offering of Dollar Financial Group, Inc.'s old notes, we entered into a replacement credit facility, which consists of a $55.0 million senior secured reducing revolving credit facility. The commitment will be reduced by $750,000 commencing January 2, 2004 and on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15,000,000. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or asset dispositions. Under the replacement credit facility, up to $20.0 million may be used in connection with letters of credit.

Canadian Overdraft Facility.    We have 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 $4.8 million, of which there was no outstanding balance as of September 30, 2003. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance.

United Kingdom Overdraft Facility.    For our U.K. operations, we have a United Kingdom overdraft facility which provides for a commitment of up to approximately $6.2 million, of which $173,000 was outstanding on September 30, 2003. Amounts outstanding under the United Kingdom overdraft facility bear interest at a rate of the bank base rate plus 1.00%. The United Kingdom overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under our prior credit facility which remains outstanding under our replacement credit facility.

        Long-term Debt.    As of September 30, 2003, long-term debt consisted of Dollar Financial Group, Inc.'s senior notes maturing on November 15, 2006, Dollar Financial Group, Inc.'s senior subordinated notes maturing on December 31, 2006 and our senior discount notes due 2006. The senior notes and the senior subordinated notes were repaid in full and $20 million of the senior discount notes were redeemed with a portion of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes. In addition, $49.4 million, or 50% of the accreted value, of the senior discount notes were exchanged for 16% senior notes due 2012 and $49.4 million, or 50% of the accreted value, of the senior discount notes were exchanged for 13.95% senior subordinated notes due 2012.

        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.

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        Other Collateralized Borrowings.    On November 15, 2002, we entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom. Pursuant to the agreement, we will retain servicing responsibilities and earn servicing fees, which are subject to reduction if the related loans are not collected. At September 30, 2003, we had $8.0 million of loans receivable pledged under this agreement.

        We entered into the commitments described above and other contractual obligations in the normal 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 September 30, 2003, excluding periodic interest payments, included the following: