40-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F/A  

[Check one]

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
x	ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, 2011                                                                                     Commission

File Number: 001-34760

The Cash Store Financial Services Inc.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English (if applicable))

Ontario

(Province or other jurisdiction of incorporation or organization)

6141

(Primary Standard Industrial

Classification Code Number (if applicable))

Not applicable

(I.R.S. Employer

Identification Number (if applicable))

15511-123 Avenue

Edmonton, Alberta, Canada T5V 0C3

(780) 408-5110

(Address and telephone number of Registrant’s principal executive offices)

National Corporate Research, Ltd.

10 East 40th Street, 10th Floor

New York, New York 10016

(212) 947-7200

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common shares, no par value	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For Annual Reports indicate by check mark the information filed with this Form:

þ   Annual information form      þ      Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 17,419,214 common shares as at September 30, 2011.

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, please indicate the filing number assigned to the Registrant in connection with such Rule.

Yes ¨       No þ

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days.

Yes þ  No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes þ  No ¨

EXPLANATORY NOTE

On November 17, 2011, the Registrant filed its annual report on Form 40-F for the year ended September 30, 2011 (the “Annual Report”). On November 18, 2011, the Registrant filed an amendment under Form 40-F/A to correct certain typographical errors in their Management Discussion & Analysis for the year ended September 30, 2011 (“MD&A”) A corrected version of the registrant’s MD&A, which supersedes the earlier filed version, together with certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, were filed.

The audited restated consolidated financial statements filed herewith for this Form 40-F/A on May 24, 2013 have been amended and restated to correct for an error resulting from the misunderstanding of the settlement terms and conditions of the March 5, 2004 British Columbia Class Action claim, which resulted in the application of an accounting principle to measure and record the liability as at September 30, 2010 and subsequent reporting periods, that was not appropriate in the circumstances. A restated version of the registrant’s financial statements and MD&A, together with certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.  No other portions of the Annual Report are being amended.

DISCLAIMER

Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store."  Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States.

FORWARD LOOKING INFORMATION

This annual report and the Exhibits incorporated herein by reference contain “forward-looking information” within the meaning of applicable Canadian and United States securities legislation.  Forward-looking information includes, but is not limited to, information with respect to the Registrant’s objectives, strategies, operations and financial results, competition as well initiatives to grow revenue or reduce expenses including retention payments.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”,  “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, or “be achieved”.  Known and unknown risks, uncertainties and other factors may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking information.  These risks include, but are not limited to, changes in economic and political conditions, legislative or regulatory developments, technological developments, third-party arrangements, competition, litigation, risks associated with, but not limited to, market conditions, the availability of alternative transactions, shareholder, legal, regulatory and court approvals and third-party consents, and other factors, including, without limitation, those described elsewhere herein (including the Annual Information Form for the year ended September 30, 2011, filed as Exhibit 99.1 to this annual report and incorporated by reference herein) and in other documents of the Registrant filed with or furnished to the Securities and Exchange Commission (the “Commission”).  Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.  Accordingly, readers should not place undue reliance on forward-looking information.  We do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

ANNUAL INFORMATION FORM

The Registrant’s Annual Information Form for the twelve months ended September 30, 2011 (“AIF”) is filed as Exhibit 99.1 hereto and incorporated by reference herein.

AUDITED RESTATED ANNUAL FINANCIAL STATEMENTS AND

RESTATED MANAGEMENT’S DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The Registrant’s restated audited consolidated financial statements as of and for the years ended September 30, 2011 and 2010 are filed as Exhibit 99.2 hereto and are incorporated by reference herein.

Management’s Discussion and Analysis

The Registrant’s restated Management’s Discussion and Analysis for the year ended September 30, 2011 (“restated MD&A”) is filed as Exhibit 99.3 hereto and is incorporated by reference herein.

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

                 Disclosure controls and procedures are designed to ensure that (i) information required to be disclosed by the Registrant in reports that it files or submits to the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Registrant’s reports filed under the Exchange Act is accumulated and communicated to the Registrant’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant’s management, including the CEO and CFO, of the effectiveness of the design and operations of the Registrant’s disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2011 such disclosure controls and procedures were not effective due to the material weaknesses in the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

                See page 35 of the MD&A which is incorporated by reference herein and included as Exhibit 99.3 hereto.

Attestation Report of the Registered Public Accounting Firm

                 See page 5 of the Audited Annual Financial Statements which is incorporated by reference herein and included as Exhibit 99.2 hereto.

Changes in Internal Control Over Financial Reporting

                During the period covered by this annual report on Form 40-F/A, no change occurred in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. However, as described on pages 35 and 36 of the restated MD&A which is incorporated by reference herein and included in Exhibit 99.3 hereto, two material weaknesses were found as part of the preparation of the Company’s September 30, 2012 annual financial statements and March 31, 2013 interim financial statements were determined to exist as at September 30, 2011.

See page 36 of the MD&A which is incorporated by reference herein and included as Exhibit 99.3 hereto.

AUDIT COMMITTEE

Audit Committee

               The Registrant’s board of directors (the “Board”) has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s Audit Committee is composed of J. Albert Mondor, Michael Shaw and Ron Chicoyne, all of whom, in the opinion of the Registrant’s Board, are independent and financially literate. Please refer to Audit Committee Information section in the AIF filed as Exhibit 99.2 hereto for details in connection with each of these members and their qualifications.

Audit Committee Financial Expert

                The Board has determined that it has at least one audit committee financial expert serving on its audit committee. The Board has determined that J. Albert Mondor is an audit committee financial expert and is independent (as determined under Rule 10A-3 of the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual).

                 The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the Board in the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committee or Board.

CODE OF ETHICS

The Registrant has adopted a written Code of Business Conduct and Ethics. A copy of this code is available on SEDAR at www.sedar.com or to any person without charge, by written request addressed to: The Cash Store Financial Services Inc., Attention: Chief Financial Officer, 15511-123 Avenue, Edmonton, Alberta, T5V 0C3, or by email (information@CSFinancial.ca).

PRINCIPAL ACCOUNTANT FEES AND SERVICES

See “External Audit Fees by Category” on page 23 of the Registrant’s AIF which is incorporated by reference herein and included as Exhibit 99.1 hereto.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

See “Pre-approval Policies and Procedures” on page 22 of the AIF which is incorporated by reference herein and included as Exhibit 99.1 hereto.  No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes the contractual obligations of the Registrant as of September 30, 2011:

Payments due by Period (amounts in thousands of $CDN)
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Capital (Finance) Lease Obligations	$1,443	$750	$693	$ -	$ -
Operating Lease Obligations	85,662	19,981	44,090	5,042	16,548
Other Long-Term Liabilities	-	-	-	-	-
Total:	$87,905	$20,731	$44,783	$5,042	$16,548

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.  Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B.  Consent to Service of Process

The Registrant has previously filed with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with its common shares.  Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:   May 24, 2013	THE CASH STORE FINANCIAL SERVICES INC.
	By:	/s/ Gordon J. Reykdal
		Name:	Gordon J. Reykdal
		Title:	Chairman and Chief Executive Officer

Exhibit Index

Exhibit	Description
99.1*	Annual Information Form for the year ended September 30, 2011
99.2*	Restated Consolidated Financial Statements (audited) of the Registrant for the years ended September 30, 2011 and September 30, 2010
99.3**	Restated Management’s Discussion and Analysis for the year ended September 30, 2011
99.4**	Certification of the Principal Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5**	Certification of the Principal Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6**	Certification of the Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7**	Certification of the Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8*	Consent of KPMG LLP

* Previously filed.

** Filed herewith.

EX-99.2

THE CASH STORE FINANCIAL SERVICES INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the twelve and fifteen months ended September 30, 2011 and

September 30, 2010

(Restated)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying consolidated financial statements and management’s discussion and analysis (MD&A) are the responsibility of management and have been approved by the Board of Directors. The consolidated financial statements and MD&A have been prepared by management in accordance with Canadian generally accepted accounting principles and include some amounts based on management’s best estimates and informed judgments. When alternative accounting methods exist, management has chosen those it considers most appropriate in the circumstances.

The Cash Store Financial Services Inc. maintains a system of internal controls to provide reasonable assurance that transactions are properly authorized, financial records are accurate and reliable and the Company’s assets are properly accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board of Directors carries out its responsibility for the financial statements through its Audit Committee. This Committee meets periodically with management and the independent external auditors to review the financial statements and the MD&A and to discuss audit, financial and internal control matters. The Company’s independent external auditors have full and free access to the Audit Committee. The Audit Committee is responsible for approving the remuneration and terms of engagement of the Company’s independent external auditors. The consolidated financial statements have been subject to an audit by the Company’s internal auditors and the Company’s external auditors, KPMG LLP, in accordance with generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) on behalf of the shareholders.

The consolidated financial statements and MD&A have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized in note 1 of the notes to the consolidated financial statements.

Signed "Gordon J. Reykdal”	Signed "Craig Warnock”
Gordon J. Reykdal	Craig Warnock, CMA
Chairman and	Chief Financial Officer
Chief Executive Officer

May 24, 2013

Edmonton, Alberta, Canada

Page 2

	KPMG LLP	Telephone	(780) 429-7300
	Chartered Accountants	Fax	(780) 429-7379
	10125 – 102 Street	Internet	www.kpmg.ca
	Edmonton AB  T5J 3V8
	Canada

REPORT OF Independent REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of The Cash Store Financial Services Inc.

We have audited The Cash Store Financial Services Inc.’s internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Cash Store Financial Services Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting (“ICFR”) included in Management’s Report on Internal Control over Financial Reporting included in Form 40-F for the year ended September 30, 2011. Our responsibility is to express an opinion on The Cash Store Financial Services Inc.'s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Page 3

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our report dated November 16, 2011, we expressed an unqualified opinion that The Cash Store Financial Services Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in the following paragraph, material weaknesses were subsequently identified as a result of the restatement of the previously issued financial statements. As a result, management has revised its assessment, as presented in the accompanying Management's Report on Internal Control Over Financial Reporting, to conclude that The Cash Store Financial Services Inc.’s internal control over financial reporting was not effective as of September 30, 2011. Accordingly, our present opinion on the effectiveness of The Cash Store Financial Services Inc. internal control over financial reporting as of September 30, 2011 as expressed herein, is different from that expressed in our previous report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified two material weaknesses: 1) management did not design and implement effective ICFR related to the identification, assessment and disclosure or related parties and related party disclosures, and 2) management determined that the Company did not design and implement effective ICFR related to the review and interpretation of complex legal agreements. We also have audited, in accordance with Canadian generally accepted auditing standards, the consolidated balance sheets of The Cash Store Financial Services Inc. as of September 30, 2011 and 2010, and the related consolidated statements of operations and comprehensive income, retained earnings, and cash flows for the year ended September 30, 2011 and the fifteen months ended September 30, 2010. With respect to the consolidated financial statements for the year ended September 30, 2011, we also conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2011 consolidated financial statements, and this report does not affect our report dated November 16, 2011, except for the restatement of previously reported results discussed in Note 3 to the consolidated financial statements, which is as of May 24, 2013, in which we expressed an unqualified opinion on those consolidated financial statements.

Page 4

In our opinion, because of the effect of the aforementioned material weaknesses on the achievement of the objectives of the control criteria, The Cash Store Financial Services Inc. has not maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

November 16, 2011, except for the effect of the material weaknesses described in Management’s

Report on Internal Control Over Financial Reporting, which is as of May 24, 2013

Page 5

	KPMG LLP	Telephone	(780) 429-7300
	Chartered Accountants	Fax	(780) 429-7379
	10125 – 102 Street	Internet	www.kpmg.ca
	Edmonton AB  T5J 3V8
	Canada

Independent auditors’ report of registered public accounting firm

To the Shareholders and Board of Directors of The Cash Store Financial Services Inc.

We have audited the accompanying consolidated financial statements of The Cash Store Financial Services Inc., which comprise the consolidated balance sheets as at September 30, 2011 and 2010, the consolidated statements of operations and comprehensive income, retained earnings, and cash flows for the year ended September 30, 2011 and the fifteen months ended September 30, 2010, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. With respect to the consolidated financial statements for the year ended September 30, 2011, we also conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG LLP”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

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We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of The Cash Store Financial Services Inc. as of September 30, 2011 and 2010, and its consolidated results of operations and its consolidated cash flows for the year ended September 30, 2011 and the fifteen months ended September 30, 2010, in accordance with Canadian generally accepted accounting principles.

Restatement of the previously reported results

Without modifying our opinion, we draw attention to Note 3 to the consolidated financial statements as at and for the year ended September 30, 2011 which indicates that these consolidated financial statements and the September 30, 2010 comparative information have been restated from those on which we originally reported on November 16, 2011 and more extensively discusses the reason for the restatement.

Other Matter

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Cash Store Financial Services Inc.’s internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated November 16, 2011, except for the effects of the material weaknesses described in the sixth paragraph of our report which is as of May 24, 2013, expressed an adverse opinion thereon.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

November 16, 2011, except for the restatement discussed in Note 3, which is as of May 24, 2013

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except share and per share amounts)

	Year ended		Fifteen months ended
	September 30 2011		September 30 2010
	Restated		Restated
	Note 3		Note 3
REVENUE
Loan fees	$	136,623	$	170,659
Other income - Note 6		53,276		49,859
		189,899		220,518
EXPENSES
Salaries and benefits		77,136		84,614
Selling, general and administrative		31,691		32,550
Interest expense		616		-
Retention payments		26,786		28,167
Rent		19,074		18,553
Advertising and promotion		5,865		6,109
Provision for loan losses - Note 24		2,559		788
Depreciation of property and equipment		7,950		8,138
Amortization of intangible assets		965		923
Class action settlements - Note 14		368		11,685
		173,010		191,527
INCOME BEFORE INCOME TAXES		16,889		28,991
PROVISION FOR INCOME TAXES - NOTE 12
Current		6,157		11,196
Future (recovery)		153		(2,068	)
		6,310		9,128
NET INCOME AND COMPREHENSIVE INCOME	$	10,579	$	19,863
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Note 18
Basic		17,259,196		16,913,213
Diluted		17,663,380		17,522,246
BASIC EARNINGS PER SHARE
Net income and comprehensive income	$	0.61	$	1.17
DILUTED EARNINGS PER SHARE
Net income and comprehensive income	$	0.60	$	1.13

See accompanying notes to the consolidated financial statements

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CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30		September 30
	2011		2010
	Restated		Restated
	Note 3		Note 3
ASSETS
Cash - Note 5	$	19,291	$	19,639
Other receivables - Note 6		12,575		9,140
Consumer loans receivable, net - Note 7		4,781		4,460
Prepaid expenses and other assets		4,370		2,135
Current future income taxes		3,000		2,783
		44,017		38,157
Long-term receivable - Note 6		681		450
Deposits and other assets		857		684
Future income taxes - Note 12		2,468		2,381
Property and equipment - Note 9		25,589		24,986
Intangible assets - Note 10		10,578		10,648
Goodwill - Note 11		39,133		39,108
	$	123,323	$	116,414
LIABILITIES
Accounts payable and accrued liabilities - Note 13	$	29,537	$	24,997
Income taxes payable		138		2,116
Current portion of deferred revenue - Note 15		1,135		1,277
Current portion of deferred lease inducements		490		427
Current portion of obligations under capital leases - Note 16		659		961
		31,959		29,778
Deferred revenue - Note 15		4,976		5,916
Deferred lease inducements		1,082		1,039
Obligations under capital leases - Note 16		636		991
Future income taxes - Note 12		2,388		1,936
		41,041		39,660
SHAREHOLDERS' EQUITY
Share capital - Note 17		46,149		43,468
Contributed surplus - Note 19		4,178		3,981
Retained earnings		31,955		29,305
		82,282		76,754
	$	123,323	$	116,414

Commitments - Note 21
Contingencies - Note 22
Subsequent event - Note 26
Approved by the Board:
Signed "Gordon J. Reykdal"	Signed "J. Albert Mondor"
Director	Director

See accompanying notes to the consolidated financial statements

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CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

(in thousands)

	Year ended			Fifteen months ended
	September 30 2011			September 30 2010
	Restated			Restated
	Note 3			Note 3
RETAINED EARNINGS, BEGINNING OF PERIOD	$	29,305		$	20,978
Dividends on common shares - Note 20		(7,929	)		(9,120	)
Shares repurchased - Note 17 (a)		-			(2,416	)
Net income and comprehensive income for the period		10,579			19,863
RETAINED EARNINGS, END OF PERIOD	$	31,955		$	29,305

See accompanying notes to the consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended			Fifteen months ended
	September 30 2011			September 30 2010
	Restated			Restated
	Note 3			Note 3
Cash provided by (used in):
OPERATING ACTIVITIES
Net income	$	10,579		$	19,863
Items not affecting cash:
Depreciation of property and equipment		7,950			8,138
Amortization of intangible assets		965			923
Provision for loan losses - Note 24		2,559			788
Equity loss on investments - Note 8		-			540
Stock-based compensation - Note 19		786			1,098
Future income taxes (recovery)		153			(2,068	)
		22,992			29,282
Change in non-cash operating items:
Other receivables and long-term receivables		(3,666	)		(6,662	)
Prepaid expenses, deposits and other assets		(2,408	)		(841	)
Income taxes receivable		-			150
Accounts payable and accrued liabilities		5,195			10,232
Income taxes payable		(1,978	)		2,116
Deferred revenue		(1,082	)		7,047
Deferred lease inducements		106			720
Cash generated by operating activities		19,159			42,044
INVESTING ACTIVITIES
Consumer loans receivable, net		(2,881	)		(4,985	)
Business acquisitions - Note 4		(25	)		(5,276	)
Cash restricted - Note 5		-			(1,757	)
Purchase of intangible assets		(895	)		(2,648	)
Purchase of property and equipment		(9,091	)		(17,440	)
Purchase of long-term investments		-			(360	)
Cash used in investing activities		(12,892	)		(32,466	)
FINANCING ACTIVITIES
Repayment of obligations under capital leases		(778	)		(156	)
Dividends paid on common shares - Note 20		(7,929	)		(9,120	)
Issuance of common shares		2,092			2,397
Shares repurchased		-			(3,336	)
Cash used in financing activities		(6,615	)		(10,215	)
(DECREASE) INCREASE IN CASH		(348	)		(637	)
CASH, BEGINNING OF PERIOD		13,382			14,019
CASH, END OF PERIOD	$	13,034		$	13,382
Supplemental cash flow information:
Interest paid	$	147		$	210
Interest received		30			8
Income taxes paid (inclusive of tax refunds)		8,132			8,891

See accompanying notes to the consolidated financial statements

Page 11

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Explanatory Note

These consolidated financial statements as initially reported have been amended and restated to correct for certain errors. Refer to Note 3 for a description of the nature and amount of the restatement adjustments.

Nature of Business

The Cash Store Financial Services Inc. (the “Company”) operates under two branch banners: The Cash Store Financial and Instaloans, who act as brokers and lenders to facilitate short-term advances and provide other financial services, to income-earning consumers. As at September 30, 2011, the Company operated 586 (2010 – 544) branches. The Company has operations in Canada and the United Kingdom.

The Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. who operates in the United States under the name "Cash Store."  The Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States.

Change in Fiscal Year

In 2010, the Company changed its fiscal year end from June 30 to September 30. The fiscal year end change results in a 15 month comparative reporting period from July 1, 2009 to September 30, 2010.

Note 1 – Significant Accounting Policies

(a) Basis of Presentation

These consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (Canadian GAAP) and differ in certain respects from accounting principles generally accepted in the United States of America (U.S. GAAP), as described in Note 28. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated.

All figures are presented in Canadian dollars, unless otherwise disclosed.

(b) Use of Estimates

The preparation of the consolidated financial statements in conformity with Canadian and U.S. GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain estimates, such as those related to allowance for consumer loan losses, property and equipment, goodwill and intangible asset, income taxes, accrued liabilities related to the class action lawsuits, depend upon subjective or complex judgments about matters that may be uncertain, and changes in

Page 12

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 1 – Significant Accounting Policies (continued)

(b) Use of Estimates (continued)

those estimates could materially impact the consolidated financial statements. Actual results could differ from those estimates made by management.

(c) Business Combinations

The Company accounts for all business combinations using the acquisition method. Acquisition related costs which include finder’s fees, advisory, legal, accounting, valuation, other professional or consulting fees, and administrative costs are expensed as incurred.

(d) Revenue Recognition

Revenue arising from brokering short-term advances for customers is recognized once all services have been rendered, all advance amounts have been received by the customer, and the brokerage fee has been received by the Company. Revenue from this source is recorded in Loan fees in the statement of operations.

Revenue arising from direct lending of short-term advances to customers is recognized on a constant yield basis ratably over the term of the related loan.

Revenue from the Company’s cheque cashing, money order sales, money transfer, bill payment services and other miscellaneous services is recognized when the transactions are completed at the point-of-sale in the branch and the related fee charged by the Company has been received. Revenue from the Company’s banking and non-sufficient funds fees are recognized when collected.

Revenue from each of these sources is recorded in Other income in the statement of operations.

(e) Retention Payments

When the Company acts as a broker on behalf of income earning consumers seeking short-term advances, the funding of short-term advances is provided by independent third party lenders. The advances provided by the third party lenders are repayable by the customer to the third party lenders and represent assets of the lenders; accordingly, they are not included on the Company’s balance sheet.

To facilitate the short term advance business, the Company has entered into written agreements with third party lenders who are prepared to consider lending to the Company’s customers. Pursuant to these agreements, the Company provides services to the lenders related to the collection of documents and information as well as loan collection services. Under the terms of the Company’s agreements with third party lenders, responsibility for losses suffered on account of uncollectible loans rests with the third party lender, unless the Company has not properly performed its duties as set forth under the terms of the agreement. The significant duties under the terms of the agreements generally include ensuring that any proposed loan was applied for through an authorized outlet, ensuring each potential customer meets the loan selection criteria as set forth by the third party lender prior to approval and release of funding, satisfying the documentation requirements in a full and timely manner, providing loan management services throughout the term of the loan, and providing collection services on behalf of the third party lender for all loans funded which are not paid in full by the due date, all of which while ensuring information system integrity is maintained. In the event the Company does not properly perform its duties and the lenders make a claim as required under the agreement, the Company may be liable to the lenders for losses they have incurred. A liability is recorded when it is determined that the Company has a liability under the agreement.

Page 13

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 1 – Significant Accounting Policies (continued)

(e) Retention Payments (continued)

The Company’s Board of Directors regularly approves a resolution which authorizes management to pay a maximum amount of retention payments per quarter to third party lenders as consideration to those lenders that continue to be willing to fund advances to the Company’s customers. While the third party lenders have not been guaranteed a return, the decision has been made to voluntarily make retention payments to the lenders to lessen the impact of loan losses experienced by the third party lenders. Retention payments are recorded in the period in which a commitment is made to a lender pursuant to the resolution approved by the Board of Directors.

(f) Provision for Loan Losses

Loans in default consist of direct lending short-term consumer loans originated by the Company which are past due. The Company defines a past due or delinquent account whereby payment has not been received in full from the customer on or before the maturity date of the loan. A provision for loan losses is recorded when the Company no longer has reasonable assurance of timely collection of the full amount of principal and interest (included in loan fee). In determining whether the Company will be unable to collect all principal and interest payments due, the Company assesses relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, historical percentages of loans written off, current collection patterns and other current economic trends. The provision for loan losses reduces the carrying amount of consumer loan receivables to their estimated realizable amounts. The provision is primarily based upon models that analyze specific portfolio statistics, and also reflect, to a lesser extent, management judgement regarding overall accuracy. The analytical model takes into account several factors, including the number of transactions customers complete and charge-off and recovery rate. The provision is reviewed monthly, and any additional provision as a result of historical loan performance, current and expected collection patterns and current economic trends is included in the provision for the loan losses at that time. If the loans remain past due for an extended period of time, an allowance for the entire amount of the loan is recorded and the loan is ultimately written off. The Company’s policy for charging off uncollectible consumer loans is to write the loan off when a loan remains in default status for an extended period of time without any extended payment arrangements made, typically 210 days. Loans to customers who file for bankruptcy are written off upon receipt of the bankruptcy notice.

(g) Stock Based Compensation

The Company has a stock based compensation plan, which is described in Note 17 (b). The Company accounts for all stock based compensation payments that are settled by the issuance of equity in accordance with a fair value-based method of accounting. Stock based compensation awards are recognized in the financial statements over the period in which the related services are rendered, which is usually the vesting period of the option, or as applicable, over the period to the date an employee is eligible to retire, whichever is shorter, with a corresponding increase recorded in contributed surplus. The fair value is calculated using the Black-Scholes option-pricing model. When options are exercised, the proceeds received by the Company, together with the amount in contributed surplus associated with the exercised options, are credited to share capital.

Page 14

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 1 – Significant Accounting Policies (continued)

(h) Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during each reporting period. Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised, and that proceeds from such exercises were used to acquire common shares at the average market price during the reporting period.

(i) Consumer Loans Receivable

Unsecured short-term and longer-term advances that the Company originates on its own behalf are reflected on the balance sheet in consumer loans receivable. Consumer loans receivable are reported net of a provision. In regulated jurisdictions, interest is charged on consumer loans commencing upon default; however, it is not recorded as income until payment is received in full or partially from the consumer. In unregulated jurisdictions, interest is charged on consumer loans over the period of the loan and is recorded in income as it is earned.

(j) Income Taxes

Income taxes are accounted for under the asset and liability method. Future income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment or substantive enactment date. A valuation allowance is recorded against any future income tax assets if it is more likely than not that the asset will not be realized.

(k) Long-term Investments

The Company applies the equity method of accounting for its investments in The Cash Store Australia Holdings Inc. and RTF Financial Holdings Inc. These investments are recorded at cost plus the Company’s share of net income or loss to date.

(l) Property and Equipment

Property and Equipment are recorded at cost. Depreciation is recorded using the rates and methods outlined in the table below.

	Rate			Method
Computer hardware		25	%		Straight-line
Computer software		20	%		Straight-line
Fixtures, furniture, and equipment		20	%		Straight-line
Signs		20	%		Straight-line
Buildings		4	%		Straight-line
Vehicles		20	%		Straight-line

Leasehold improvements are depreciated based on the straight-line basis over the shorter of the lease term, including renewal options that are reasonably assured and the estimated useful life of the asset.

Page 15

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 1 – Significant Accounting Policies (continued)

(m) Intangible Assets

Intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their fair values.

Both internal and external costs incurred to purchase and develop computer software are capitalized after the preliminary project stage is completed and management authorizes the computer software project.

Intangible assets with finite useful lives are amortized over their estimated useful lives. Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually on July 1^st of each year, or more frequently if events or changes in circumstances indicate that such assets might be impaired.

The amortization methods and estimated useful lives of intangible assets, which are reviewed annually, are as follows:

Customer list, contracts and relationships	Straight-line – 3 years
Computer software	Straight-line – 5 years
Non-compete agreements	Term of the agreements
Brand name	Indefinite life

(n) Goodwill

Goodwill represents the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the assets acquired, less liabilities assumed, based on their fair values. Goodwill is allocated as of the date of the business combination to the Company’s reporting units that are expected to benefit from the business combination. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

Goodwill is not amortized and is tested for impairment annually on July 1st of each year, or more frequently if events or changes in circumstances indicate it may be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared to its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case the implied fair value of the reporting unit’s goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination described in the preceding paragraph, using the fair value of the reporting unit as if it were the purchase price.

When the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Page 16

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 1 – Significant Accounting Policies (continued)

(o) Accounting for the Impairment of Long-Lived Assets

Long-lived assets and identifiable intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of a group of assets to the sum of future undiscounted cash flows expected to be generated from the use and eventual disposition of the group of assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the group of assets exceeds the fair value of the group of assets. Any assets to be disposed of by sale are reported at the lower of carrying amount or fair value less costs to sell. Such assets are not depreciated while they are classified as held-for-sale.

(p) Deferred Revenue

The Company has entered into a long-term services contract for which the Company received advance payments. These advance payments are recorded as deferred revenue and recognized as revenue over the life of the contract.

(q) Deferred Lease Inducements

The Company has received various inducements to lease space for its branches. The inducements are amortized over the remaining terms of the respective leases and recorded as a reduction to rent expense.

(r) Leases

Leases are classified as capital or operating depending upon the terms and conditions of the contracts. Obligations under capital leases are recorded as an asset with a corresponding liability. Asset values recorded under capital leases are depreciated on a straight-line basis over the estimated useful life. Obligations under capital leases are reduced by lease payments net of imputed interest. Computer and phone operating lease expenses are recorded in selling, general, and administrative expenses. Branch leases are recorded in rent.

(s) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, other receivables, consumer loans receivables less any allowance for loan losses, accounts payable and accrued liabilities, all of which are short-term in nature and their fair value approximates their carrying value. The fair value of obligations under capital leases carrying amounts are determined by estimating future cash flows on a borrowing-by-borrowing basis, and discounting these future cash flows using a rate which takes into account the Company’s spread for credit risk at year-end for similar terms and types of debt arrangements.

Page 17

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 2 – Changes in Accounting Policies and Practices

There have been no changes in accounting policies and practices under Canadian GAAP that have impacted these annual consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

International Financial Reporting Standards (IFRS)

The Accounting Standards Board of the Canadian Institute of Chartered Accountants previously announced its decision to require all publicly accountable enterprises to report under International Financial Reporting Standards (“IFRS”) for years beginning on or after January 1, 2011. However, National Instrument 52-107 allows Securities and Exchange Commission (“SEC”) registrants, such as the Company, to file financial statements with Canadian securities regulators that are prepared in accordance with U.S. GAAP. The Company has decided to adopt U.S. GAAP instead of IFRS as its primary basis of financial reporting commencing in fiscal 2012.

The decision to adopt U.S. GAAP was made to enhance communication with shareholders and improve the comparability of financial information reported with its U.S. based competitors and peer group.

Note 3 – Restatement of Previously Reported Results

a) These consolidated financial statements for the year ended September 30, 2011 and fifteen months ended September 30, 2010, as initially reported, have been amended and restated to correct for an error resulting from the misunderstanding of the settlement terms and conditions of the March 5, 2004 British Columbia Class Action claim, which resulted in the application of an accounting principle to measure and record the liability as at September 30, 2010 and subsequent reporting periods, that was not appropriate in the circumstances. The restatement impacts the twelve months ended September 30, 2011 and the fifteen months ended September 30, 2010. The restatement resulted in a reduction in net income in the fifteen months ended September 30, 2010 of $6,601 and an increase in net income in the year ended September 30, 2011 of $1,537.

The effect of the restatement on the consolidated statement of operations and comprehensive income for the twelve months ended September 30, 2011 and fifteen-month period ended September 30, 2010 is as follows:

	Year ended September 30 2011								15 months ended September 30 2010
	As Reported			Adjustments			Restated		As Reported		Adjustments			Restated
Interest expense		-		$	616			616	$	-	$	-		$	-
Class action settlements	$	3,206		$	(2,838	)	$	368		2,915		8,770			11,685
INCOME BEFORE INCOME TAXES		14,667			2,222			16,889		37,761		(8,770	)		28,991
PROVISION FOR INCOME TAXES - Future (recovery)		(532	)		685			153		101		(2,169	)		(2,068	)
NET INCOME AND COMPREHENSIVE INCOME		9,042			1,537			10,579		26,464		(6,601	)		19,863
BASIC EARNINGS PER SHARE	$	0.52		$	0.09		$	0.61	$	1.56	$	(0.39	)	$	1.17
DILUTED EARNINGS PER SHARE		0.51			0.09			0.60		1.51		(0.38	)		1.13

Page 18

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 3 – Restatement of Previously Reported Results (continued)

The effect of the restatement on the consolidated balance sheets as at September 30, 2011 and 2010 is as follows:

	September 30 2011							September 30 2010
	As Reported		Adjustments			Restated		As Reported		Adjustments			Restated
Other receivables	$	12,575	$	-		$	12,575	$	9,940	$	(800	)	$	9,140
Current future income taxes		1,516		1,484			3,000		614		2,169			2,783
Future income taxes		2,468		-			2,468		2,381		-			2,381
Accounts payable and accrued liabilities		22,989		6,548			29,537		17,027		7,970			24,997
Future income tax liabilities		2,388		-			2,388		1,936		-			1,936
Retained earnings		37,019		(5,064	)		31,955		35,906		(6,601	)		29,305

The effect of the restatement on the consolidated statement of cash flows for the twelve months ended September 30, 2011 and fifteen-month period ended September 30, 2010 is as follows:

	Year ended September 30 2011									15 months ended September 30 2010
	As Reported			Adjustments			Restated			As Reported			Adjustments			Restated
Net income	$	9,042		$	1,537		$	10,579		$	26,464		$	(6,601	)	$	19,863
Future income taxes (recovery)		(532	)		685			153			101			(2,169	)		(2,068	)
Other receivables and long-term receivables		(2,866	)		(800	)		(3,666	)		(7,462	)		800			(6,662	)
Accounts payable and accrued liabilities		6,617		$	(1,422	)		5,195			2,262			7,970			10,232

Note 5, 6(a), 12, 13, 14(b), 24(c)(iii), 24(c)(iv) and 28(G) have been restated to reflect the related note disclosures.

b) Independent of the restatement outlined in Note 3 a) above, we have also restated Note 23(c) Related Party Transactions - Third party Lenders, to disclose related party transactions with a privately held entity that raises capital and provides advances to the Company’s customers (third-party lender). The privately held entity is controlled by the father of Cameron Schiffner, the Senior Vice President of Operations of the Company. The addition of this disclosure did not impact the previously reported financial position or results of operations of the Company.

Note 4 – Business Acquisitions

On October 16, 2010, the Company acquired all the business assets of Dash for Cash representing one branch in Manitoba for total cash consideration of $25 all of which was allocated to Goodwill. Dash for Cash operated in the short-term advances industry.

On April 26, 2010, the Company acquired all the business assets of 101019134 Saskatchewan Ltd. (EZ Cash), representing 14 branches in Saskatchewan, for total cash consideration of $4,476. EZ Cash operated in the short-term advances industry.

On September 1, 2009, the Company acquired all the business assets of Affordable Payday Loans (APL) representing eight branches in Ontario and two branches in Alberta for total cash consideration of $800. Affordable Payday Loans operated in the short-term advances industry.

Page 19

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 4 – Business Acquisitions (continued)

The combined purchase price allocation for the fifteen months ended September 30, 2010, is detailed in the following table below.

Net assets acquired at assigned values
Property and equipment	$	36
Non-compete and other intangible assets		392
Goodwill		4,881
Accounts payable and accrued liabilities		(33	)
	$	5,276

Revenues and earnings since the acquisitions date and pro-forma information as if the acquisitions were completed as of the dates described below, are as follows:

	2011				2010
	As reported (1)		Pro forma (2)		As reported (1)		Pro forma (2)
Operating revenues	$	189,899	$	189,899	$	220,518	$	226,540
Net income		9,042		9,042		26,464		27,578
Net income per Common Share
- Basic		0.52		0.52		1.56		1.63
- Diluted	$	0.51	$	0.51	$	1.51	$	1.57

⁽¹⁾ Operating revenues and net income for the year ended September 30, 2011, include $72 related to the acquisition of Dash into Cash and for the fifteen months ended September 30, 2010, include $4,627 and $854, respectively, in respect of the acquisitions of APL and EZ Cash.

⁽²⁾ Pro forma amounts for the year ended September 30, 2011, reflect Dash into Cash as if it was acquired on October 1, 2010.  Pro forma amounts for the fifteen months ended September 30, 2010, reflect APL and EZ Cash as if they were acquired on July 1, 2009.

The acquisition costs related to the business acquisitions are not significant. Goodwill related to the business acquisitions are 75% tax deductible.

Page 20

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 5 – Cash

The significant components of cash are as follows:

	September 30		September 30
	2011		2010
			Restated
			Note 3
Cash	$	13,034	$	13,382
Restricted cash		6,257		6,257
	$	19,291	$	19,639

Restricted cash includes $6,257 (2010 - $6,257) in funds to facilitate claims related to the British Columbia class action lawsuit settlement (Note 14 (b)). Subsequent to year end, the total amount transferred to a third-party administrator was $6,257.

Approximately $3,611 (2010 - $2,697) was cash in transit as a result of pre-authorized debit, facilitated by a third-party.

Note 6 – Other Receivables and Other Income

(a) Other Receivables

	September 30		September 30
	2011		2010
	Restated		Restated
	Note 3		Note 3
Due from investee corporations	$	61	$	492
Due from suppliers		11,143		7,223
Other		2,052		1,875
	$	13,256	$	9,590
Long term portion:
Other		681		450
	$	12,575	$	9,140

Due from Suppliers

Due from suppliers includes $11,143 (2010 - $7,223) of short term receivables from our main suppliers of bank accounts, debit and prepaid mastercard and insurance products that have occurred in the normal course of business.

Other

Amounts included in Other receivables are from the sale of a business and amounts due in the normal course of business. Included with long-term receivables is an amount of $681 (2010 - $450).

Page 21

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 6 – Other Receivables and Other Income (continued)

(b) Other Income

	September 30		September 30
	2011		2010
Agency fee income	$	46,809	$	36,706
Other income		6,467		13,153
	$	53,276	$	49,859

Note 7 – Consumer Loans Receivable

	September 30			September 30
	2011			2010
Short-term advances receivable	$	6,799		$	3,644
Term loans receivable		765			1,327
Allowance for consumer loan losses		(2,783	)		(511	)
	$	4,781		$	4,460

Note 8 – Long-Term Investments

(a) The Cash Store Australia Holdings Inc.

The Company owns 3,000,000 shares, or approximately 18.3% of the outstanding common shares of The Cash Store Australia Holdings Inc. (AUC) acquired at a price of $0.06 per share. The carrying amount of this investment is $nil (2010 - $nil). Of the 3,000,000 common shares, 450,000 common shares are subject to escrow provisions that prevent the Company from selling these shares until the following dates:

Date	Percentage			Common Shares
March 8, 2012		15	%		450,000

Included in selling, general, and administrative expenses is the Company’s share of AUC’s loss of $nil (2010 - $180).

(b) RTF Financial Holdings Inc.

The Company owns 6,000,000 shares, or approximately 15.7%, of RTF Financial Holdings Inc. (RTF) acquired at a price of $0.06 per share. The carrying amount of this investment is $nil (2010 - $nil).

Included in selling, general, and administrative expenses is the Company’s share of RTF’s loss of $nil (2010 - $360).

Page 22

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 9 – Property and Equipment

	September 30
	2011
			Accumulated		Net Book
	Cost		Depreciation		Value
Leasehold improvements	$	28,887	$	15,491	$	13,396
Fixtures, furniture, and equipment		12,421		6,195		6,226
Computer hardware		6,463		3,596		2,867
Signs		7,533		4,670		2,863
Buildings		132		20		112
Vehicle		77		15		62
Land		51		-		51
Computer software		241		229		12
	$	55,805	$	30,216	$	25,589

	September 30
	2010
			Accumulated		Net Book
	Cost		Depreciation		Value
Leasehold improvements	$	27,359	$	13,509	$	13,850
Fixtures, furniture, and equipment		11,578		5,475		6,103
Computer hardware		5,538		2,949		2,589
Signs		6,014		3,821		2,193
Buildings		132		15		117
Vehicle		75		4		71
Land		51		-		51
Computer software		242		230		12
	$	50,989	$	26,003	$	24,986

Depreciation expense for the twelve months ended September 30, 2011 includes a write off of property and equipment of $65 (2010 - $61).

Cost and accumulated depreciation of property and equipment as at September 30, 2011 included $13,866 of fully depreciated assets.

Page 23

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 9 – Property and Equipment (continued)

Assets under capital lease included above:

	2011
			Accumulated		Net Book
	Cost		Depreciation		Value
Computer hardware	$	2,171	$	1,163	$	1,008
Fixtures, furniture and equipment		903		653		250
	$	3,074	$	1,816	$	1,258

	2010
			Accumulated		Net Book
	Cost		Depreciation		Value
Computer hardware	$	2,050	$	1,064	$	986
Fixtures, furniture and equipment		903		587		316
	$	2,953	$	1,651	$	1,302

Depreciation of property and equipment for the twelve months ended September 30, 2011, includes $165 (2010 - $821) relating to assets under capital leases.

During the twelve months ended September 30, 2011, additions to property and equipment included $121 (2010 - $683) of assets that were acquired by means of capital lease and $nil (2010 - $47) of assets that were acquired by way of vehicle financing.

Note 10 – Intangible Assets

	September 30
	2011
			Accumulated		Net Book
	Cost		Amortization		Value
Customer contracts, relationships, lists and other	$	962	$	917	$	45
Non-compete agreements		507		249		258
Computer software		6,717		1,742		4,975
Brand name		5,300		-		5,300
	$	13,486	$	2,908	$	10,578

	2010
			Accumulated		Net Book
	Cost		Amortization		Value
Customer contracts, relationships, lists and other	$	952	$	887	$	65
Non-compete agreements		507		175		332
Computer software		5,832		881		4,951
Brand name		5,300		-		5,300
	$	12,591	$	1,943	$	10,648

Page 24

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

(in thousands, except share and per share amounts)

Note 10 – Intangible Assets (continued)

During the twelve months ended September 30, 2011, the Company acquired $nil in non-compete agreements (2010 - $330) and $nil in customer contracts, relationships, lists and other (2010 - $62) as part of the business acquisitions (Note 4).

Included in computer software are assets under development with a cost of $262 (2010 - $3,274). These assets have not been amortized in the twelve months ended September 30, 2011.

Cost and accumulated amortization of intangibles as at September 30, 2011 included $305 of fully amortized intangible assets.

Note 11 – Goodwill

	September 30		September 30
	2011		2010
Balance, beginning of period	$	39,108	$	34,554
Goodwill acquired - Note 3		25		4,881
Disposal of goodwill		-		(327	)
Balance, end of period	$	39,133	$	39,108

Note 12 – Income Taxes

(a) Provision for Income Taxes

The income tax provision differs from the amount that would be computed by applying the federal and provincial statutory income tax rates of 28.0% (2010 – 29.1%) to income as a result of the following:

	September 30			September 30
	2011			2010
	Restated			Restated
	Note 3			Note 3
Income before income taxes	$	16,889		$	28,991
Computed tax expense at statutory income tax rates	$	4,729		$	8,436
Change in enacted tax rates		(31	)		(1	)
Adjustment for prior year immaterial errors		1,180			-
Stock-based compensation		206			319
Permanent differences and other		226			374
Total income tax provision	$	6,310		$	9,128

Page 25

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 12 – Income Taxes (continued)

(b) Future Income Taxes

The tax effects that give rise to significant portions of the future income tax assets and liabilities are presented below:

	September 30			September 30
	2011			2010
	Restated			Restated
	Note 3			Note 3
Current:
Accrued liability for class action settlements and other temporary differences	$	2,562		$	2,783
Loan loss provision		438			-
	$	3,000		$	2,783
Non-current:
Losses available to be carried forward		193			-
Property and equipment, intangible assets and goodwill		320			192
Deferred lease inducements		308			381
Deferred revenue		1,647			1,808
	$	2,468		$	2,381
Property and equipment, intangible assets and goodwill	$	(2,388	)	$	(1,936	)

In assessing the realizability of future income tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future income tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Based upon management assessment, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the future income tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

Note 13 – Accounts Payable and Accrued Liabilities

	September 30		September 30
	2011		2010
	Restated		Restated
	Note 3		Note 3
Trade accounts payable and accrued liabilities	$	6,937	$	5,733
Class action settlements Note 14 (a), (b), (c), and (d)		10,733		10,123
Accrued salaries and benefits		2,808		2,725
Amounts due to third party lenders		8,487		5,647
Other		572		769
	$	29,537	$	24,997

Page 26

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 13 – Accounts Payable and Accrued Liabilities (continued)

The amounts due to third party lenders reflects funds made available by lenders but not yet advanced to customers, any liability under the lending agreement, including any paid retention payments, as well as loan repayment and interest amounts collected from customers. Amounts due to third party lenders are non-interest bearing, unsecured and have no specified repayment terms.

Note 14 – Class Action Settlements

(a) Ontario and the rest of Canada with the exception of British Columbia and Alberta

On April 13, 2004, a legal proceeding was commenced against The Cash Store Financial and Instaloans Inc., by Thompson McCutcheon (the “Plaintiff”), a customer. The Plaintiff obtained an order pursuant to the Class Proceedings Act, 1992, S.O. 1992 c.6 (the “Class Proceeding Act”), as amended, certifying the action as a class proceeding and appointing him as the representative of the class. The Plaintiff asserted that the defendants were in breach of the Criminal Code of Canada and the Fair Trading Act as the aggregate of all charges, including interest, broker fees and card fees, was in excess of those allowed by law. The Statement of Claim stated that the members of the Class would seek to recover all amounts charged, collected or received by the defendants at a criminal rate of interest and/or at an excessive rate, as well as damages, costs and interest.

On December 2, 2008, the Ontario Superior Court of Justice certified the class action lawsuit as a class proceeding under the Act, and granted approval of the settlement that had been agreed to between the Company and the representative Plaintiff on behalf of the Class. The settlement does not constitute any admission of liability by The Cash Store Financial.

Under the terms of the settlement, the Company is to pay to the class a minimum of $750 and a maximum of $1,500 in cash and a minimum of $750 and a maximum of $1,500 in credit vouchers to those customers of The Cash Store Financial and Instaloans, exclusive of Alberta and British Columbia, who were advanced funds under a loan agreement and who repaid the payday loan plus brokerage fees and interest in full. The credit vouchers may be used to pay existing outstanding brokerage fees and interest or to pay a portion of brokerage fees and interest which may arise in the future through new loans advanced. The credit vouchers are fully transferable and have no expiry date. Based on our estimate of the rate of take-up of the available cash and vouchers, a total provision of $2,010 was previously recorded to cover the estimated costs of the settlement, including legal fees and other costs. During the year ended June 30, 2009, the Company paid the legal fees and costs of the class. On August 6, 2009, the claims process was concluded and we issued $750 in vouchers and $750 in cheques to the class members as full and final satisfaction of all claims. As at September 30, 2011, the remaining accrual is $46 (2010 - $52).

Page 27

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 14 – Class Action Settlements (continued)

(b) British Columbia (restated – Note 3)

On March 5, 2004, an action under the Class Proceedings Act was commenced in the Supreme Court of British Columbia by Andrew Bodnar and others proposing that a class action be certified on his own behalf and on behalf of all persons who have borrowed money from the defendants, The Cash Store Financial and All Trans Credit Union Ltd. The action stems from the allegations that all payday loan fees collected by the defendants constitute interest and therefore violate s. 347 of the Criminal Code of Canada (the “Code”). On May 25, 2006, the claim in British Columbia was affirmed as a certified class proceeding of Canada by the B.C. Court of Appeal. In fiscal 2007, the plaintiffs in the British Columbia action brought forward an application to have certain of the Company’s customers’ third-party lenders added to the claim. On March 18, 2008, another action commenced in the Supreme Court of British Columbia by David Wournell and others against The Cash Store Financial, Instaloans Inc., and others in respect of the business carried out under the name Instaloans since April 2005. Collectively, the above actions are referred to as the “British Columbia Related Actions”.

On May 12, 2009, the Company settled the British Columbia Related Actions in principle and on February 28, 2010 the settlement was approved by the Court. Under the terms of the court approved settlement, the Company is to pay to the eligible class members who were advanced funds under a loan agreement and who repaid the payday loan plus brokerage fees and interest in full, or who met certain other eligibility criteria, a maximum estimated amount including legal expenses of $18,800, consisting of $9,400 in cash and $9,400 in credit vouchers. The credit vouchers can be used to pay existing outstanding brokerage fees and interest, to pay a portion of brokerage fees and interest which may arise in the future through new loans advanced, or can be redeemed for cash from January 1, 2014 to June 30, 2014. The credit vouchers are not transferable and have no expiry date. After approved legal expenses of $6,438 were paid in March 2010, the balance of the settlement amount remaining to be disbursed was $12,362, consisting of $6,181 of cash and $6,181 of vouchers.

By September 30, 2010, the Company received approximately 6,300 individual claims representing total valid claims in excess of the settlement fund. As the valid claims exceed the balance of the remaining settlement fund, under the terms of the settlement agreement, the entire settlement fund of $12,362 will be disbursed to claimants on a pro-rata basis.

In arriving at the liability recorded at the balance sheet date, the voucher portion of the settlement fund of $6,181 has been discounted using a discount rate of 16.2%. During the twelve months ended September 30, 2011, the Company recorded accretion expense of $616 (fifteen months ended September 30, 2010 - $nil) in interest expense. The total liability related to the settlement at September 30, 2011 is $10,587 (2010- $9,971).

(c) Alberta

The Company has been served in prior fiscal periods with a Statement of Claim issued in Alberta alleging that we are in breach of s. 347 of the Code (the interest rate provision) and certain provincial consumer protection statutes.

The certification motion has been pending since fiscal 2006 and has not yet been heard. On January 19, 2010, the plaintiffs in the Alberta action brought forward an application to have a related subsidiary, as well as certain of our customers’ third-party lenders, directors and officers added to the Claim.

The Company has agreed to a motion to certify the class proceeding if the third party lenders, officers and directors are removed as defendants. Class counsel has agreed to the Company’s proposal.

The Company believes that it conducted its business in accordance with applicable laws and is defending the action vigorously. As at September 30, 2011, a total of $100 (2010 - $100) has been accrued. However, the likelihood of loss, if any, is not determinable at this time.

Page 28

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 14 – Class Action Settlements (continued)

(d) Manitoba

On April 23, 2010, an action under the Manitoba Class Proceedings Act was commenced in the Manitoba Court of Queen’s Bench by Scott Meeking against The Cash Store Financial and Instaloans proposing that a class action be certified on his own behalf and on behalf of all persons in Manitoba and others outside the province who elect to claim in Manitoba and who obtained a payday loan from The Cash Store Financial or Instaloans. The action stems from the allegations that all payday loan fees collected by the defendants constitute interest and therefore violate s. 347 of the Criminal Code of Canada.

The Company conducts business in accordance with applicable laws and is defending the action vigorously. Further it will be maintained that most of the proposed class members are bound by the judgment in the settlement of the Ontario class action in 2008, as approved by the Ontario Superior Court of Justice and that accordingly the action should be dismissed. However, the likelihood of loss, if any, is not determinable at this time.

Note 15 – Deferred Revenue

	September 30		September 30
	2011		2010
Current	$	1,135	$	1,277
Long-term		4,976		5,916
	$	6,111	$	7,193

On September 1, 2010, the Company entered into an agreement with Ria Financial Services, a division of Euronet Worldwide Inc. (NASDAQ: EEFT), to supply money transfer services across the Company’s network of The Cash Store Financial and Instaloans branches in Canada.The Company received a $7,000 signing bonus, which will be recognized into revenue over the next seven years, which is the length of the agreement.

Page 29

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 16 – Obligations under Capital Leases

The Company has financed certain office furniture, equipment, and printers by entering into capital leasing and financing arrangements.

	2011
	Aggregate		Less Imputed
	Due		Interest		Net
Various leases - repayable in monthly instalments totalling $57 including imputed interest ranging from nil - 19.8%; due to mature between 2012 - 2015; secured by leased assets with an aggregate carrying amount of $1,258.	$	1,421	$	126	$	1,295
Less current portion		761		102		659
	$	660	$	24	$	636

	2010
	Aggregate		Less Imputed
	Due		Interest		Net
Various leases - repayable in monthly instalments totalling $59 including imputed interest ranging from nil - 19.8%; due to mature between 2011 - 2014; secured by leased assets with an aggregate carrying amount of $1,302. Included in leases is a one time payment of $368 due in 2011.	$	2,167	$	215	$	1,952
Less current portion		1,081		120		961
	$	1,086	$	95	$	991

The capital lease repayments are due as follows:

	Aggregate		Less Imputed
	Due		Interest		Net
2012	$	749	$	90	$	659
2013		433		40		393
2014		233		13		220
2015		27		4		23
	$	1,442	$	147	$	1,295

During the twelve months ended September 30, 2011, the Company incurred interest charges related to capital leases in the amount of $147 (2010 - $179). These have been included in selling, general, and administrative expenses.

Page 30

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 17 – Share Capital

(a) Issued share capital

	2011				2010
	Number of Shares		Amount		Number of Shares			Amount
Authorized:
Unlimited common shares with no par value
Issued:
Balance, beginning of period		17,085,727	$	43,468		16,959,492		$	40,222
Transfer from contributed surplus for stock options exercised - Note 19		-		572		-			1,769
Options exercised		183,487		939		514,034			2,397
Warrants exercised		150,000		1,170		-			-
Shares repurchased		-		-		(387,799	)		(920	)
Balance, end of period		17,419,214	$	46,149		17,085,727		$	43,468

For the year ended September 30, 2011, the Company did not purchase and subsequently cancel any common shares (2010 – 387,799 common shares at a cost of $3,336).

(b) Options to Employees and Directors

The Company has an incentive stock option plan for certain employees, officers and directors. Options issued under the plan have vesting terms that vary depending on date granted and other factors. All stock options must be exercised over specified periods not to exceed five years from the date granted.

	2011					2010
	Total Options for Shares			Weighted Average Price		Total Options for Shares			Weighted Average Price
Outstanding, beginning of year		1,019,322		$	8.07		1,128,356		$	4.72
Granted		155,000			12.96		460,000			12.18
Exercised		(183,487	)		5.12		(514,034	)		4.66
Expired		(10,000	)		5.52		-			-
Forfeited		(1,667	)		8.80		(55,000	)		5.69
Outstanding, end of year		979,168			9.42		1,019,322			8.07
Exercisable, end of year		505,832		$	6.84		321,644		$	5.00

At September 30, 2011, the range of exercise prices, the weighted average exercise price, and weighted average remaining contractual life are as follows:

Fiscal Year Granted	Number Outstanding		Weighted Average Remaining Term		Weighted Average Exercise Price		Number Exercisable
2008		238,600		14 mos.	$	3.81		238,600
2009		169,733		30 mos.		6.65		124,735
2010		415,835		40 mos.		12.45		142,497
2011		155,000		58 mos.		12.96		-
		979,168		35 mos.	$	9.42		505,832

The fair value of common share options is estimated at the grant date using the Black-Scholes option pricing model based on the following weighted average assumptions:

Page 31

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 17 – Share Capital (continued)

(b) Options to Employees and Directors (continued)

	2011			2010
Risk free interest rate		1.6	%		1.7	%
Expected life (years)		3			3
Expected volatility		39.0	%		52.8	%
Expected dividends		3.7	%		3.4	%

The weighted average grant-date fair value of options granted was estimated at $2.72 (2010 - $3.46) per option.

The Company is authorized to issue an additional 1,868,167 equity share options under its existing stock option plan.

(c) Warrants to outside agents

	2011				2010
	Number of Warrants		Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price
Balance, beginning of year		150,000	$	7.80		150,000	$	7.80
Issued		nil		nil		nil		nil
Exercised		150,000		7.80		nil		nil
Expired		nil		nil		nil		nil
Balance, end of year		nil		nil		150,000	$	7.80
Exercisable for shares, end of year		nil		nil		150,000	$	7.80

On May 14, 2009, the Company entered into an agreement for the exclusive financing services of a financing agent. In consideration of providing these financial advisory and agency services, non-transferrable warrants up to a total of 150,000 common shares in the Company were issued at a strike price of $7.80 per share expiring on May 14, 2011. On April 26, 2011, the Company received $1,170 of proceeds related to the 150,000 warrants being exercised by the financing agent.

Note 18 – Per Share Amounts

Basic net income per common share is calculated by dividing net income attributable to common shares by the total weighted average common shares outstanding during the period. Diluted net income per common share is calculated to give effect to share option awards and warrants.

The following table presents the reconciliations of the denominators of the basic and diluted per share computations. Net income attributable to common shares equaled diluted income attributable to common shares for all periods presented.

	September 30		September 30
	2011		2010
Basic total weighted average common shares outstanding		17,259,196		16,913,213
Effect of dilutive securities
Share option awards		369,345		459,033
Warrants		34,839		150,000
Diluted total weighted average common shares outstanding		17,663,380		17,522,246

Page 32

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 19 – Contributed Surplus

For stock options granted to certain employees, officers and directors after July 1, 2002, the Company records compensation expense using the fair value method. Compensation costs are recognized over the vesting period as an increase to stock-based compensation expense, which has been recorded in selling, general, and administrative expenses, with a corresponding increase to contributed surplus. When options are exercised, the fair-value amount in contributed surplus is credited to share capital.

	September 30			June 30
	2011			2010
Balance at beginning of period	$	3,981		$	4,652
Stock options exercised		(589	)		(1,769	)
Stock-based compensation expense		786			1,098
	$	4,178		$	3,981

Note 20 – Dividends

	2011
	Declared effective		Paid to shareholders	Total
Dividend per Common Share
Dividend $0.10		December 6, 2010	December 21, 2010	$	1,710
Dividend $0.12		February 7, 2011	February 21, 2011		2,062
Dividend $0.12		May 9, 2011	May 24, 2011		2,084
Dividend $0.12		August 10, 2011	August 25, 2011		2,073
Dividend		N/A	N/A		-
				$	7,929

	2010
	Declared effective		Paid to shareholders	Total
Dividend per Common Share
Dividend $0.14		September 9, 2009	September 24, 2009	$	2,342
Dividend $0.10		October 28, 2009	November 26, 2009		1,676
Dividend $0.10		February 10, 2010	February 25, 2010		1,694
Dividend $0.10		May 11, 2010	May 26, 2010		1,701
Dividend $0.10		August 11, 2010	August 26, 2010		1,707
				$	9,120

The Company reviews its dividend distribution policy on a quarterly basis, evaluating its financial position, profitability, cash flow and other factors the Board of Directors considers relevant.

Page 33

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 21 – Commitments

(a) Lease Commitments

The Company is committed to future minimum annual operating lease payments for office and branch premises, which expire through 2022.

	Aggregate Lease  Payments
2012	$	20,425
2013		18,900
2014		15,183
2015		10,395
2016		5,042
Thereafter		16,548
	$	86,493

(b) New Branch Openings and Additional Lease Commitments

Subsequent to the year-end, the Company has committed to leases for five additional Cash Store Financial and Instaloans locations. The additional minimum annual lease payments required for the next five years, including these five leases and thereafter are as follows:

	Additional Lease  Payments		Aggregate Lease  Payments
2012	$	162	$	20,587
2013		202		19,102
2014		202		15,385
2015		202		10,597
2016		202		5,244
Thereafter		1,299		17,847
	$	2,269	$	88,762

Note 22 – Contingencies

(a) Legal Proceedings

The Company has been served in prior fiscal periods with Statements of Claim issued in Alberta alleging that the Company is in breach of s. 347 of the Criminal Code (the interest rate provision) and certain provincial consumer protection statutes. One of the claims is in respect of payday loans and the certification motion has been pending since fiscal 2006. The other Alberta claim is in respect of title loans in which the Company has agreed to a motion to certify the class proceeding if the lenders, officers and directors are removed as defendants. Class counsel has agreed to our proposal. The Company believes that it conducts its business in accordance with applicable law and is defending each of the actions vigorously. However, the likelihood of loss if any is not determinable.

Page 34

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 22 – Contingencies (continued)

(a) Legal Proceedings (continued)

The Company is also involved in other claims related to the normal course of operations. Management believes that it has adequately provided for these claims.

(b) Branch Operations

When the Company acts as a broker on behalf of consumers seeking short term advances, the funding of the advances is provided directly to the customers by independent third party lenders. The Company has entered into written business arrangements with a number of third party lenders that are prepared to consider lending to customers. Pursuant to these agreements, services related to the collection of documents and information as well as loan collection services are provided to the third party lenders. The agreements also provide that the third party lenders are responsible for losses suffered as a result of uncollectible loans provided the required duties under the terms of the agreements have been properly performed by the subsidiaries. In the event the duties are not properly performed and the lenders make a claim as required under the agreement, the subsidiaries may be liable to the lenders for losses they have incurred. The Company’s contingent risk is the balance of the third party lenders loan portfolio which totalled approximately $104,581 as at September 30, 2011 (2010 - $109,082).

To date, no claims have been made by the third party lenders and no payments have been made or accrued by the subsidiaries pursuant to this clause in the agreements. Risk is managed through compliance with the loan limits, procedures and selection criteria established by the lenders.

Note 23 – Related Party Transactions

(a) The Cash Store Australia Holdings Inc.

The Company provides administrative services to The Cash Store Australia Holdings Inc. The Company entered into an interim services agreement with AUC to provide ongoing services such as financial and accounting support, contracts administrative services, and the use of the Company’s information technology and telecommunication systems. Included in selling, general, and administrative expenses is a recovery of $363 (2010 - $362) relating to these services. These transactions were subject to normal trade terms and were measured at the actual exchange amount.

The Company has a $16 (2010 - $7) receivable from AUC. Amounts due are non-interest bearing, unsecured and have no specified terms of repayment. The receivable was repaid subsequent to year-end.

(b) RTF Financial Holdings Inc.

The Company provides administrative services to RTF Financial Holdings Inc. The Company entered into an interim services agreement with RTF to provide ongoing services such as financial and accounting support and contracts administrative services. Included in selling, general, and administrative expenses is a recovery of $240 (2010 - $120) relating to these services. These transactions were subject to normal trade terms and were measured at the actual exchange amount.

Page 35

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 23 – Related Party Transactions (continued)

(b) RTF Financial Holdings Inc. (continued)

The Company has a $45 (2010 - $485) receivable from RTF. Amounts due are non-interest bearing, unsecured and have no specified terms of repayment. The receivable was repaid subsequent to year-end.

(c) Third party lenders (restated)

A privately held entity that raises capital and provides advances to the Company’s customers (third-party lender) is controlled by the father of Cameron Schiffner, the Senior Vice President of Operations of the Company. In addition, Cameron Schiffner’s brother was a member of management of AUC and is a member of management of the third-party lender. The Company’s relationship with the third-party lender predates Cameron Schiffner’s employment with the Company. Included in retention payments are $11,674 for the year ended September 30, 2011 (fifteen months ended September 30, 2010 - $13,531) of amounts paid or payable directly to this third-party lender. As at September 30, 2011, included in accrued liabilities is $2,281 (September 30, 2010 - $1,849) due to this third-party lender. The Company’s contingent risk in this third-party lender’s loan portfolio totalled $44,967 as at September 30, 2011 (September 30, 2010 - $48,415).

Note 24 – Financial Instruments and Risk Management

(a) Classification of Financial Instruments

The Company has made the following classifications: cash as held-for-trading, other receivables and consumer loans receivable as loans and receivables, and accounts payable and accrued liabilities and obligations under capital leases as other financial liabilities.

(b) Fair Values

The fair values of financial instruments are determined with respect to the hierarchy that prioritizes the input to fair value measurement. In the absence of an active market, the Company determines fair value by using valuation techniques that refer to observable market data or estimated market prices. Fair values are inherently judgmental, thus the estimated fair values do not necessarily reflect amounts that would be received or paid in case of immediate settlement of these instruments. The use of different estimations, methodologies and assumptions could have a material effect on the estimated fair value amounts. The carrying value of other receivables, consumer loans receivable net, accounts payable and accrued liabilities approximate their fair values due to the relatively short-term nature of these balances. The fair value of obligations under capital leases are determined by estimating future cash flows on a borrowing-by-borrowing basis, and discounting these future cash flows using a rate which takes into account the Company’s spread for credit risk at year-end for similar terms and types of arrangements. Based on estimates, the fair-value of the Company’s obligation under capital lease as at September 30, 2011 and 2010 are not significantly different than their carrying value.

The hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of fair value hierarchy based on the reliability of inputs are as follows:

Page 36

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 24 – Financial Instruments and Risk Management (continued)

(b) Fair Values (continued)

· Level 1 – inputs are unadjusted quoted prices of identical instruments in active markets.

· Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

· Level 3 – inputs used in a valuation technique are not based on observable market data in determining fair values of these instruments.

The Company has segregated all financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. Cash is the only financial instruments valued using Level 1 inputs (quoted market prices). There were no financial instruments categorized in Level 2 (valuation techniques using observable market inputs) and Level 3 (valuation techniques using non-observable market inputs) as at September 30, 2011.

(c) Risk Management

The Company is exposed to a number of financial risks in the normal course of its business operations, including market risks resulting from fluctuations in interest rates, as well as credit and liquidity risks. The nature of the financial risks and the Company’s strategy for managing these risks has not changed significantly from the prior period.

Market risk is the risk of loss that results from changes in market factors such as foreign currency exchange rates and interest rates. The level of market risk to which the Company is exposed at any point in time varies depending on market conditions, expectations of future price or market rate movements and composition of the Company’s financial assets and liabilities held, non-trading physical assets, and contract portfolios.

Overall, the Company’s Board of Directors has responsibility for the establishment and approval of the Company's risk management policies. To manage the exposure to changes in market risk, management performs a risk assessment on a continual basis to help ensure that all significant risks related to the Company and its operations have been reviewed and assessed to reflect changes in market conditions and the Company's operating activities. The following summarizes the types of market price risks to which the Company is exposed, and the risk management instruments applied to mitigate them. The sensitivities provided below are hypothetical and should not be considered to be predictive of future performance or indicative of earnings on these contracts. The Company does not currently use derivative financial instruments to manage its market risks and does not hold or issue derivative financial instruments for trading or speculative purposes.

(i) Currency Risk

The Company is exposed to currency risk due to operations in the United Kingdom; however, the majority of operations are in Canada and as such this risk is not considered significant to the Company.

(ii) Interest Rate Risk

The Company does not have any variable interest bearing obligations; therefore, the
Company’s exposure to interest rate fluctuations relative to financial instruments is minimal.

Page 37

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 24 – Financial Instruments and Risk Management (continued)

(c) Risk Management (continued)

(iii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash, other receivables, consumer loans receivable, and long-term receivable. The maximum amount of credit risk exposure is limited to the carrying amount of the balances disclosed in these financial statements.

The best representation of the Company’s maximum exposure (excluding tax effects) to credit risk, which is a worst case scenario and does not reflect results expected by the Company, is as set out in the following table:

	September 30		September 30
	2011		2010
	Restated		Restated
	Note 3		Note 3
Cash - Note 5	$	19,291	$	19,639
Other receivables - Note 6		12,575		9,140
Consumer loans receivable, net - Note 7		4,781		4,460
Long-term receivable - Note 6		681		450
	$	37,328	$	33,689

Cash: Credit risk associated with cash is minimized substantially by ensuring that these financial assets are placed with reputable Canadian financial institutions that have been accorded strong investment grade ratings by a primary rating agency.

Other receivables: Other receivables includes amounts owing to the Company from various parties. Included within other receivables are amounts of $11,143 whereby a significant portion is owed by two different parties and as such, these balances represent a concentration of credit risk to the Company. For such parties, the Company trades with entities that are assessed as being credit worthy and the Company maintains an ongoing review of their credit status. The balance of other receivables is owed by a large number of parties that individually owe amounts to the Company that are not significant in value as at September 30, 2011.

Consumer loans receivable: The Company also directly lends to its customers and has no significant concentration of credit risk with any particular individual related to short-term advances.

Credit risk relates to the possibility of default of payment on the Company’s consumer loans receivable. The Company performs on-going credit evaluations, and reviews the aging of the receivable, payment history and other factors, and it establishes a provision for loan losses when it is determined that a loan is impaired.

Page 38

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 24 – Financial Instruments and Risk Management (continued)

(c) Risk Management (continued)

(iii) Credit Risk (continued)

The following table presents an analysis of the age of consumer loans receivable as of September 30, 2011.

	September 30			September 30
	2011			2010
Consumer loans receivable, net of allowance for consumer loan losses
Current	$	2,176		$	3,410
1-30 days past due date		856			992
31-60 days past due date		531			306
61-90 days past due date		417			119
Greater than 90 days past due date		3,584			144
Consumer loans receivable		7,564			4,971
Allowance for consumer loan losses		(2,783	)		(511	)
	$	4,781		$	4,460

The Company makes significant estimates in respect of the allowance for consumer loan losses. Historical information is considered when determining whether past-due accounts should be provided for and the same factors are considered when determining whether to write off amounts charged to the allowance against the consumer loans receivable.

The following table presents a summary of the activity related to the Company’s allowance for consumer loan losses.

	2011			2010
Balance, beginning of period	$	511		$	49
Provisions made during the period		2,559			788
Write-offs during the period		(287	)		(326	)
Balance, end of period	$	2,783		$	511

(iv) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due or will not receive sufficient funds from its third party lenders to advance to the Company’s customers. The Company manages all liquidity risk through maintaining a sufficient working capital amount through daily monitoring of controls, cash balances and operating results. The Company’s principal sources of cash are funds from operations, which the Company believes will be sufficient to cover its normal operating and capital expenditures.

Page 39

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 24 – Financial Instruments and Risk Management (continued)

(c) Risk Management (continued)

(iv) Liquidity Risk (continued)

The maximum exposures to liquidity risk are represented by the carrying amount of accounts payable and accrued liabilities, and obligations under capital leases, which is approximately $24,920. This amount is made up of the following:

	Carrying Amount		Contractual Cash Flows		Less Than 1 Year		1-3 Years
	Restated		Restated		Restated
	Note 3		Note 3		Note 3
Accounts payable and accrued liabilities	$	29,537	$	29,537	$	29,537	$	-
Obligations under capital leases (including interest)		1,295		1,421		761		660
	$	30,832	$	30,958	$	30,298	$	660

Note 25 – Management of Capital

The Company’s objective when managing capital is to provide a return to its shareholders by fairly pricing its services with the associated level of risk while being able to sufficiently fund future growth initiatives. The Company defines capital that it manages as the aggregate of its shareholders’ equity, which is comprised of share capital, contributed surplus and retained earnings.

In order to maintain or adjust its capital structure, the Company, upon approval from its Board of Directors, may issue shares, repurchase shares through a normal course issuer bid, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestures, as well as capital and operating budgets.

The Company sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it based on economic or regulatory changes. In order to maintain or modify the capital structure, the Company may seek additional sources of capital. The Company has limited reliance on debt facilities and is not subject to any restrictive covenants.

The Company’s capital management objectives, policies and procedures were unchanged since the prior year-end.

Page 40

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 26 – Subsequent Event

On November 16, 2011, the Company declared a quarterly dividend of $0.12 per common share. The dividend is payable on December 14, 2011, to shareholders of record on November 29, 2011.

Note 27 – Comparative Figures

Certain comparative figures have been reclassified to conform to the presentation adopted for the current period. Specifically, certain amounts previously recorded within Selling, general and administrative expense have been reclassified to Other income for all periods presented.

Note 28 – U.S. GAAP Reconciliation

The Company prepares its consolidated financial statements in accordance with Canadian GAAP, which conforms from a recognition and measurement perspective in all material aspects applicable to the Company with U.S. GAAP for the periods presented. Presentation differences and additional disclosures required under U.S. GAAP are as follows:

(A) Consolidated Statements of Cash Flows

Canadian GAAP permits the disclosure of a subtotal of the amount of funds provided by operating activities before changes in non-cash operating items in the consolidated statements of cash flows. U.S. GAAP does not permit this subtotal to be included in the consolidated statements of cash flows.

(B) Long- Term Investments

U.S. GAAP requires the Company to disclose the aggregate quoted market value of long-term investments, which is not required under Canadian GAAP.

(a) The Cash Store Australia Holdings Inc.

The Company accounts for the investment under the equity method of accounting as it has significant influence over strategic operating, investing and financing activities due to board representation and management involvement in day to day operations. The difference between the carrying amount of the investment and the underlying equity in net assets of the investee is not significant. The aggregate quoted market value of this investment is $2,700.

Page 41

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 28 – U.S. GAAP Reconciliation (continued)

(b) RTF Financial Holdings Inc.

The Company accounts for the investment under the equity method of accounting as it has significant influence over strategic operating, investing and financing activities due to board representation and management involvement in day to day operations. The difference between the carrying amount of the investment and the underlying equity in net assets of the investee is not significant. No aggregate quoted market value of the investment exists as RTF is not publicly traded.

(C) Intangible Assets

The estimated aggregate annual amortization expense for the next five years for intangible assets subject to amortization is as follows:

Fiscal year ending September 30	2012		2013		2014		2015		2016
Amortization expense for intangible assets	$	2,260	$	2,214	$	804	$	-	$	-

(D) Income Taxes

Under Canadian GAAP, the tax effects of temporary differences are referred to as future income taxes. Under U.S. GAAP, the tax effects of temporary differences are referred to as deferred income taxes.

The Company has a tax loss carry forward in the amount of $689.

The Company currently does not have any unrecognized tax benefits. The Company’s tax positions for 2008 to present in Canada remain subject to examination by tax authorities. The Company’s tax position for the current fiscal year in the United Kingdom remains subject to examination by tax authorities.

(E) Accounts Payable and Accrued Liabilities

U.S. GAAP requires the Company to disclose components of accrued liabilities, which is not required under Canadian GAAP. Accrued liabilities included in trade accounts payable and accrued liabilities within Note 13 as at September 30, 2011, were $4,097 (2010 - $2,749).

Page 42

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 28 – U.S. GAAP Reconciliation (continued)

(F) Stock Based Compensation

U.S. GAAP requires the Company to disclose nonvested share options, which is not required under Canadian GAAP. A summary of the status of the Company's nonvested share options as of September 30, 2011, and the changes during the fifteen months ended September 30, 2010, is presented below:

	September 30					September 30
	2011					2010
	Total Options for Shares			Weighted Average Price		Total Options for Shares			Weighted Average Price
Nonvested, beginning of period		697,678		$	9.48		661,991		$	4.70
Granted		155,000			12.96		460,000			12.18
Vested		(377,675	)		7.53		(374,313	)		4.85
Forfeited		(1,667	)		8.80		(50,000	)		5.71
Nonvested, end of period		473,336		$	12.17		697,678		$	9.48

The total intrinsic value of options exercised during the twelve months ended September 30, 2011, was $1,593 (2010 - $3,610). The total fair value of options that vested during the twelve months ended September 30, 2011, was $1,346 (2010 - $996).

As at September 30, 2011, and September 30, 2010, the aggregate intrinsic value of options outstanding was $1,610 and $7,635, respectively, while the aggregate intrinsic value of the options that are currently exercisable was $1,521 and $3,322, respectively.

As at September 30, 2011, there was $1,125 of total unrecognized compensation costs related to non-vested stock options. The Company expects to recognize this expense over a weighted average period of 1.8 years.

For the twelve months ended September 30, 2011, the total cash received for stock options exercised totaled $939 (2010 - $1,725).

Page 43

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 28 – US GAAP Reconciliation (continued)

(G) Financial Instruments (restated)

Valuation Techniques:

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:

	September 30				September 30
	2011				2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
	Restated		Restated		Restated		Restated
	Note 3		Note 3		Note 3		Note 3
Financial Assets
Cash	$	19,291	$	19,291	$	19,639	$	19,639
Other receivables		12,575		12,575		9,140		9,140
Consumer loans receivable		4,781		4,781		4,460		4,460
Long term receivable	$	681	$	681	$	450	$	450
Financial Liabilities
Accounts payable and accrued liabilities	$	29,537	$	29,537	$	24,997	$	24,997
Obligations under capital leases	$	1,295	$	1,295	$	1,952	$	1,952

(H) Recent United States Accounting Pronouncements

In 2010, FASB amended ASC Topic 310 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” The ASC significantly expands existing disclosures about the credit quality of financing receivables and their allowance for credit losses. The ASC affects all entities with financing receivables, excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost and fair value. This section is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of the provisions of ASC Topic 310 did not have a material impact on the Company’s consolidated financial statements.

In 2010, FASB issued ASU 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Award in the Currency of the Market in Which the Underlying Equity Security Trades a consensus of the FASB Emerging Issues Task Force (Issue No. 09-J).” The Task Force reached a consensus that an employee share-based payment with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should be considered an equity classified award assuming all other criteria for equity classification are met. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning, on or after December 15, 2010. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In December 2010, FASB issued ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”. The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2010. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

Page 44

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	FOR THE TWELVE AND FIFTEEN MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010
(in thousands, except share and per share amounts)

Note 28 – US GAAP Reconciliation (continued)

(H) Recent United States Accounting Pronouncements (continued)

In December 2010, FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations”. The objective of this Update is to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The Task Force reached a consensus that if an entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. This ASU is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In May 2011, FASB issued ASU 2011-04 “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs.” This ASU was issued concurrently with IFRS 13, Fair Value Measurements, to provide largely identical guidance about fair value measurement and disclosure requirements. The new standards do not extend the use of fair value but, rather, provide guidance about how fair value should be applied where it already is required or permitted under IFRS or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. The Company is required to apply the ASU prospectively for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. In the period of adoption, a reporting entity will be required to disclose a change, if any, in valuation technique and related inputs that result from applying the ASU and to quantify the total effect, if practicable. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In June 2011, FASB issued ASU 2011-05 “Comprehensive Income: Presentation of Comprehensive Income.” This ASU increases the prominence of other comprehensive income in financial statements. Under this ASU, an entity will have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. The ASU eliminates the option in U.S. GAAP to present other comprehensive income in the statement of changes in equity. An entity should apply the ASU retrospectively. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In September 2011, the FASB amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This guidance will be effective for the Company’s fiscal year ending September 30, 2012, with early adoption permitted. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.

Page 45

EX-99.3

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and twelve months ended September 30, 2011

(restated)

TABLE OF CONTENTS

EXPLANATORY NOTE	4
Adjustments related to prior period financial statements	4
BUSINESS PROFILE AND STRATEGY	6
Accelerate Direct Lending Model	6
Introduce Additional New Products and Services	6
Continue to Grow Canadian Operations	7
Pursue International Expansion	7
SELECTED FINANCIAL INFORMATION	8
OVERALL FINANCIAL PERFORMANCE	9
2011 Highlights and Outlook	9
SELECTED FINANCIAL INFORMATION	12
FINANCIAL ANALYSIS	13
Branch Count	13
Revenue	14
Same Branch Revenues	16
Branch Operating Income	16
Expenses (excluding retention payments, depreciation, amortization and class action settlements)	17
Retention Payments	17
Depreciation and Amortization	18
Income Taxes	18
LIQUIDITY AND CAPITAL RESOURCES	19
Consumer Loans Receivable	19
Normal Course Issuer Bid	20
Contractual Obligations	20
SUMMARY OF QUARTERLY RESULTS	21
Fourth Quarter	22
RELATED PARTY TRANSACTIONS (restated)	25
The Cash Store Australia Holdings Inc. (“AUC”)	25
RTF Financial Holdings Inc. (“RTF”)	25
Third-party lenders (restated)	25
RISK FACTORS AFFECTING PERFORMANCE	26
Consumer Protection Regulations	26
Legal Proceedings	28
Third Party Lenders/Retention Payments	29
CRITICAL ACCOUNTING ESTIMATES	30
Revenue Recognition	30
Retention Payments	31
Provisions for Loan Losses	31
Stock Based Compensation	32
Consumer Loans Receivable	32
Income Tax Estimates and Future Income Taxes	32

- 2 -

Long-term investments	32
Amortization Policies and Useful Lives	33
Intangible Assets	33
Goodwill	33
Accounting for the Impairment of Long-Lived Assets	34
Leases	34
Contingencies	34
CHANGES IN ACCOUNTING POLICIES AND PRACTICES	34
RECENT ACCOUNTING PRONOUCEMENTS NOT YET ADOPTED	34
International Financial Reporting Standards	34
CONTROLS AND PROCEDURES (restated)	35
Evaluation of disclosure controls and procedures	35
Management’s Report on Internal Control over Financial Reporting	35
Changes in Internal Control Over Financial Reporting (restated)	36
OUTSTANDING SHARE DATA	37
DIVIDENDS	37
OTHER	37
Cautionary Statement Regarding Forward-looking Information	37
Non-GAAP Measures	38
EBITDA Reconciliation	39

- 3 -

EXPLANATORY NOTE

May 24, 2013

The following management discussion and analysis for the three and twelve months ended September 30, 2011 has been restated. This restated annual Management’s Discussion and Analysis (MD&A) should be read in conjunction with The Cash Store Financial Services Inc.’s (“Cash Store Financial” or the “Company”) restated audited consolidated financial statements for the twelve and fifteen months ended September 30, 2011 and September 30, 2010, respectively. The Company’s board of directors (the “Board of Directors”), on the recommendation of the Company’s audit committee (“Audit Committee”), approved the content of this MD&A on May 24, 2013.

All figures are presented in Canadian dollars and are reported in accordance with Canadian generally accepted accounting principles.

Adjustments related to prior period financial statements

a) These consolidated financial statements for the year ended September 30, 2012 and the year ended September 30, 2011, as initially reported, have been amended and restated to correct for an error resulting from the misunderstanding of the settlement terms and conditions of the March 5, 2004 British Columbia Class Action claim, which resulted in the application of an accounting principle to measure and record the liability as at September 30, 2010 and subsequent reporting periods, that was not appropriate in the circumstances. The restatement impacts the year ended September 30, 2011 and the fifteen months ended September 30, 2010. The restatement resulted in a reduction in net income in the fifteen months ended September 30, 2010 of $6.6 million, and an increase in net income in the year ended September 30, 2011 of $1.5 million.

The correction of the error will result in the previously disclosed maximum settlement exposure of $18.8 million being expensed with the majority of the expense being recognized in the fifteen month period ended September 30, 2010. The correction had an impact on our Consolidated Statements of Operations and Comprehensive Income and resulted in an increase in diluted earnings per share of $0.09 for the fiscal year ended September 30, 2011 and a decrease of $0.38 for the fifteen months ended September 30, 2010. The correction had no impact on total revenues, operating margin, or cash position and had no impact on compliance with debt covenants in any periods presented.

As a result of the restatements, the previously filed consolidated financial statements of the Company for the year ended September 30, 2011, and the fifteen month period ended September 30, 2010, and the associated MD&A disclosure for the applicable periods should no longer be relied upon.

- 4 -

Effects of the restatement

The effect of the restatement on the consolidated statement of operations and comprehensive income for the year ended September 30, 2011 and fifteen-month period ended September 30, 2010 is as follows:

	Year ended September 30 2011								15 months ended September 30 2010
	As Reported			Adjustments			Restated		As Reported		Adjustments			Restated
Interest expense		-		$	616			616	$	-	$	-		$	-
Class action settlements	$	3,206		$	(2,838	)	$	368		2,915		8,770			11,685
INCOME BEFORE INCOME TAXES		14,667			2,222			16,889		37,761		(8,770	)		28,991
PROVISION FOR INCOME TAXES - Future (recovery)		(532	)		685			153		101		(2,169	)		(2,068	)
NET INCOME AND COMPREHENSIVE INCOME		9,042			1,537			10,579		26,464		(6,601	)		19,863
BASIC EARNINGS PER SHARE	$	0.52		$	0.09		$	0.61	$	1.56	$	(0.39	)	$	1.17
DILUTED EARNINGS PER SHARE		0.51			0.09			0.60		1.51		(0.38	)		1.13

The effect of the restatement on the consolidated balance sheets as at September 30, 2011 and 2010 is as follows:

	September 30 2011							September 30 2010
	As Reported		Adjustments			Restated		As Reported		Adjustments			Restated
Other receivables	$	12,575	$	-		$	12,575	$	9,940	$	(800	)	$	9,140
Current future income taxes		1,516		1,484			3,000		614		2,169			2,783
Accounts payable and accrued liabilities		22,989		6,548			29,537		17,027		7,970			24,997
Retained earnings		37,019		(5,064	)		31,955		35,906		(6,601	)		29,305

The effect of the restatement on the consolidated statement of cash flows for the years ended September 30, 2011 and fifteen-month period ended September 30, 2010 is as follows:

	Year ended September 30 2011									15 months ended September 30 2010
	As Reported			Adjustments			Restated			As Reported			Adjustments			Restated
Net income	$	9,042		$	1,537		$	10,579		$	26,464		$	(6,601	)	$	19,863
Future income taxes (recovery)		(532	)		685			153			101			(2,169	)		(2,068	)
Other receivables and long-term receivables		(2,866	)		(800	)		(3,666	)		(7,462	)		800			(6,662	)
Accounts payable and accrued liabilities		6,617		$	(1,422	)		5,195			2,262			7,970			10,232

b) Independent of the restatement outlined in a) above, we have also restated Related Party Transactions - Third party Lenders, to disclose related party transactions with a privately held entity that raises capital and provides advances to the Company’s customers (third-party lender). The privately held entity is controlled by the father of Cameron Schiffner, the Senior Vice President of Operations of the Company. The addition of this disclosure did not impact the previously reported financial position or results of operations of the Company.

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BUSINESS PROFILE AND STRATEGY

This section contains forward-looking statements. See Cautionary Statement Regarding Forward-Looking Information located at the end of this MD&A.

Cash Store Financial is an alternative to traditional banks, providing short-term advances and other financial services, to serve the needs of everyday people in Canada through our two branch banners: Cash Store Financial and Instaloans.  Cash Store Financial and Instaloans act as brokers and lenders to facilitate short-term advances and to provide other financial services to income-earning consumers. We also provide a range of financial products that are not supplied by traditional financial institutions. As of September 30, 2011, we owned and operated 586 branches in nine Canadian provinces, two Canadian territories and the United Kingdom (the “UK”). Our workforce is dynamic and we operate within a performance-based culture. We employ approximately 2,300 associates across Canada and the UK.  Cash Store Financial is the only broker and lender of short-term advances and provider of other financial services in Canada that is publicly traded on both the Toronto and New York Stock Exchanges. Cash Store Financial trades under the symbol “CSF” on the Toronto Stock Exchange and under the symbol “CSFS” on the New York Stock Exchange.

Our business is based on the recognition that the needs of a segment of the Canadian and UK population are not being properly serviced by traditional financial institutions. Our strategic objective is to establish Cash Store Financial and Instaloans as the provider of choice, in the jurisdictions in which we operate, for short-term advances and other financial services by offering a wide range of products, a high level of customer service and convenient locations and hours of operation.

In addition to meeting our customers’ needs by providing small, short-term loans which can be accessed quickly, we also offer financial product insurance, cheque cashing products, bank accounts, money transfers, pre-paid master cards, debit cards, and prepaid phone cards.

A key component of our long-term business strategy has been product diversification. This strategy has and should continue to assist us in offsetting downward pressure on revenue and earnings resulting from provincially regulated rate caps on payday loans. In the third quarter of 2010, through an agency agreement with DC Bank, a federally regulated Canadian Schedule 1 bank, we introduced a basic deposit account product. A new premium bank account product that features unlimited free cheque cashing and free on-line bill payments was introduced in late Q2 2011. Both types of account are insured by the Canada Deposit Insurance Corporation. On a national basis, consumer acceptance of both products has been high.

Cash Store Financial’s strategic priorities are:

Accelerate Direct Lending Model

· Reducing our cost of capital.

Introduce Additional New Products and Services

Growing existing product lines and implementation of new product initiatives

· Providing superior service in relation to existing product offerings; and

· Accelerating revenue growth through further new product initiatives.

- 6 -

Continue to Grow Canadian Operations

Driving market penetration

· Maximizing the potential of our expanding branch network;

· Continuing to focus on improving Branch Operating Income (“BOI”) margins for all our branches;

· Continuing to educate, motivate and improve the performance of our associates through an integrated communication and training strategy that includes Cash Store Financial College, Cash Store FinancialTV and our annual President’s Forum with every branch manager; and

· Providing strong leadership through in-the-field, hands-on involvement of senior management and getting back to the basics throughout the company.

New branch openings

· Further expanding our position in the Canadian alternative financial services industry through organic growth into underserved communities based on new branch profitability or via the acquisition of existing operators.

Pursue International Expansion

· Aggressive expansion of our network in the UK; and

· Establish infrastructure in the UK to facilitate aggressive expansion.

Cash Store Financial has recognized its corporate responsibility to contribute to the communities in which we do business. In 2008, we partnered with the Alberta Diabetes Foundation to raise $7.5 million for research to be undertaken at the Alberta Diabetes Institute, a globally-recognized centre of research excellence. In 2010 the Company was one of 16 companies recognized with a “Roll of Honour” award by the Alberta Association of Fund Raising Executives. The “Roll of Honour” award celebrates extraordinary commitment and contributions to the non-profit sector from corporate citizens and individuals around Alberta. In calendar 2011, Cash Store Financial hosted 33 “freedom” runs across Canada.

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SELECTED ANNUAL INFORMATION

Thousands of dollars, except for per share amounts and branch figures		Twelve Months Ended		Fifteen Months Ended		Twelve Months Ended
Consolidated results		September 30		September 30		June 30
		2011		2010		2009
		(restated)		(restated)
No. of branches	Canada		574		542		424
United Kingdom			12		2		-
			586		544		424
Revenue
Loan fees		$	136,623	$	170,659	$	122,572
Other income			53,276		49,859		27,933
			189,899		220,518		150,505
Branch expenses
Salaries and benefits			57,576		62,265		40,634
Retention payments			26,786		28,167		17,988
Selling, general and administrative			17,518		21,673		17,326
Rent			18,216		17,868		11,300
Advertising and promotion			5,440		5,535		3,971
Provision for loan losses			2,559		788		49
Depreciation of property and equipment			6,803		7,006		4,679
			134,898		143,302		95,947
Branch operating income			55,001		77,216		54,558
Regional expenses			16,749		13,359		8,169
Corporate expenses			18,266		21,127		16,627
Interest expense			616		-		-
Other depreciation and amortization			2,113		2,054		1,333
Income before income taxes and class action settlements			17,257		40,676		28,429
Class action settlements			368		11,685		6,910
EBITDA *			27,352		39,329		28,583
Net income and comprehensive income		$	10,579	$	19,863	$	14,647
Weighted average number of shares outstanding
- basic			17,259		16,913		17,958
- diluted			17,663		17,522		18,040
Basic earnings per share
Net income and comprehensive income		$	0.61	$	1.17	$	0.82
Diluted earnings per share
Net income and comprehensive income		$	0.60	$	1.13	$	0.81
Consolidated Balance Sheet Information
Working capital		$	12,058	$	8,379	$	9,667
Total assets			123,323		116,414		83,796
Total long-term liabilities			9,082		9,882		2,959
Total liabilities			41,041		39,660		17,944
Cash dividends declared per share			0.46		0.54		0.20
Shareholders' equity		$	82,282	$	76,754	$	65,852

*EBITDA – earnings from operations before interest, income taxes, stock-based compensation, depreciation of property and equipment and amortization of intangible assets.

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OVERALL FINANCIAL PERFORMANCE

2011 Highlights and Outlook

This section contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” located at the end of the MD&A.

Thousands of dollars, except for per share amounts	Three Months Ended				Twelve Months Ended		Twelve Months Ended		Fifteen Months Ended
Consolidated results	September 30		September 30		September 30		September 30		September 30
	2011		2010		2011		2010		2010
	(restated)		(restated)		(restated)		(restated)		(restated)
Revenue	$	47,181	$	49,279	$	189,899	$	178,982	$	220,518
Branch operating income		13,913		16,640		55,001		61,592		77,216
Net income
Before class action expenses net of normalized tax		2,035		7,682		11,277		22,867		28,507
Net income and comprehensive income		1,914		1,081		10,579		14,222		19,863
Earnings before interest, taxes, depreciation, amortization, class action expenses and effective interest component of retention payments		11,321		16,476		49,005		59,154		73,971
Earnings before interest, taxes, depreciation and amortization		6,209		2,362		27,352		28,604		39,329
Diluted earnings per share
Before class action expenses net of normalized tax	$	0.12	$	0.42	$	0.64	$	1.31	$	1.63
Net income and comprehensive income	$	0.11	$	0.06	$	0.60	$	0.81	$	1.13

Net income and comprehensive income for the twelve months ended September 30, 2011, was $10.6 million (after removing class action settlement costs including related interest expenses and related taxes of $11.3 million), compared to $14.2 million (after removing class action settlement costs and related taxes of $22.9 million) for the twelve months ended September 30, 2010.

Net income and comprehensive income was $19.9 million (after removing class action settlement costs and related taxes was $28.5 million) for the fifteen months ended September 30, 2010.

Diluted earnings per share were $0.60 for the twelve months ended September 30, 2011 ($0.64 after removing class action settlement costs including related interest expenses and related taxes), compared to $0.81 ($1.31 after removing class action settlement costs and related taxes) for the twelve months ended September 30, 2010. Loan volumes and loan fees were lower than anticipated leading to lower than expected earnings during the year in addition to an increase in expenditures relating to regulations and increased infrastructure costs associated with collections, future expansion in the UK and new product additions.

Diluted earnings per share were $1.13 ($1.63 after removing class action settlement costs including related interest expenses and related taxes) for the fifteen months ended September 30, 2010.

Significant factors impacting the twelve months results as compared to the trailing twelve month results of 2010 and fifteen month results of 2010 include:

· Revenue increased by 6.1% comparing the twelve months ended September 30, 2011 and 2010. For the year ended September 30, 2011 compared to the fifteen months ended September 30, 2010 overall revenue decreased by 13.9%;

· Loan fees decreased slightly by 0.1% comparing the twelve months ended September 30, 2011 and 2010. The slight decrease is as a result of decreases in same branch loan volumes, same branch revenues as it relates to loan fees, rate compression in Manitoba, and Nova Scotia offset by 44 new branches. Loan fees were down 19.9% to $136.6 million for the year compared to $170.7 million for the fifteen months ended September 30, 2010 given decreases in same branch loan volumes, same branch revenues as it relates to loan fees, rate compression in Manitoba, Nova Scotia and Ontario and three fewer months of reported results given change in year-end. The effect of rate compression reduced our rates by 4.1%, 0.8% and 3.4% in Manitoba, Nova Scotia and Ontario respectively;

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· Other revenue increased by 26.2% or $11.1 million when comparing the twelve months ended September 30, 2011 and 2010 reflecting continued success on our product diversification strategy. As a percentage of total revenue, other revenue increased to 28.1% from 23.6% or a 19.0% increase when comparing the twelve month periods. When comparing the year ended September 30, 2011 to the fifteen months ended September 30, 2010 we grew other revenues by 6.9% to $53.3 million. For the year ended September 30, 2011 other revenues was 28.1% of total revenue compared to 22.6% for the fifteen months ended September 30, 2010 or a 24.1% increase;

· Loan volumes increased by 6.3% from $772.6 million comparing the twelve months ended September 30, 2011 and 2010, as a result of branch openings. Loan volumes for the year ended September 30, 2011 were down 12.5% to $821.4 million as compared to the fifteen month period ended September 30, 2010 as a result of reduced volumes, rate compression in Manitoba, Nova Scotia and Ontario and three fewer months of reported results due to the change in year-end;

· Earnings decreased by $9.2 million for the year as a result of a drag on earnings from new branch openings;

· Retention payments increased by $3.7 million or 16.1% comparing the twelve months ended September 30, 2011 and 2010 as a result of the effects of rate compression in the regulated provinces. Retention payments decreased by $1.4 million for the year ended September 30, 2011 when compared to the fifteen months ended September 30, 2010. The decrease is due to three fewer months of reported results given the change in year-end;

· Provision for loan losses for on-balance sheet lending increased $1.8 million for the year ended September 30, 2011 compared to the fifteen months ended September 30, 2010 as a result of a full year’s lending compared to one quarter in the twelve months last year. Comparing the twelve months ended September 30, 2011 and 2010 the provision for loan losses increased by $1.8 million;

· Branch selling, general and administration (“SG&A”) increased by 1.5% when comparing the twelve months ended September 30, 2011 and 2010. During the year and for comparative quarters certain fees that were previously recorded as an increase to SG&A have been reclassified to other income. Branch SG&A costs decreased $4.2 million for the twelve months ended September 30, 2011 compared to the fifteen months ended September 30, 2010 given cost containment measures at the branch level and three fewer months of reported results given the change in year-end;

· Corporate expenses increased by 7.6% when comparing the twelve months ended September 30, 2011 and 2010 as a result of increased professional and legal fees, UK expansion costs, and increased corporate salary costs. Corporate expenses decreased by $2.9 million for the year ended September 30, 2011 when compared to the fifteen months ended September 30, 2010 due to three fewer months of reported results given the change in year-end offset by increased professional and legal fees, UK expansion, and increased corporate salary costs;

- 10 -

· Regional expenses increased by 50.2% when comparing the twelve months ended September 30, 2011 and 2010 given enhancements to collection infrastructure, a reorganization at the regional and division vice president level and infrastructure additions in both Canada and the UK. Regional expenses increased by $3.4 million for the twelve months versus the fifteen months given enhancements to collection infrastructure, a reorganization at the regional and division vice president level, infrastructure additions in both Canada and the UK offset by three fewer months of reported results given the change in year-end;

· Class action settlement expenses decreased and related interest expenses increased by $11.3 million and $616,000 respectively when comparing the twelve months ended September 30, 2011 and 2010 as a result of the March 5, 2004 British Columbia Class Action claim;

· Revenues decreased in Manitoba and Nova Scotia by $2.3 million and $578,000 respectively for the twelve months as a result of rate compression; and

· Working capital increased by $3.7 million for the year ended September 30, 2011 compared to last year.

EBITDA was $26.7 million for the year ended September 30, 2011, compared to $28.6 million for the twelve months ended September 30, 2010. This decrease is due to rate compression, reduced loan volumes, increased regional and corporate infrastructure costs compared to the same period last year partially offset by increases in other revenues. EBITDA, adjusted to remove class action settlements and the effective interest component of retention payments, was $49.0 million for the year, compared to $59.2 million in the twelve month period ended September 30, 2010.

EBITDA for the fifteen months ended September 30, 2010 was $39.3 million. This decrease in the current year compared to the fifteen month period ended September 30, 2010 is due to the same reasons noted above for the twelve months and three fewer months of reported results given the change in the year-end periods. EBITDA, adjusted to remove class action settlements including related interest expenses and the effective interest component of retention payments, was $74.0 million for the fifteen month period ended September 30, 2010.

The implementation of provincial industry rate regulations commenced in August 2009 and continued through until March 2010. Rate regulations have been implemented in British Columbia, Alberta, Ontario, Manitoba and Nova Scotia, representing markets in which 86% of our branches are located.  Although we have experienced a decrease in our margins as a result of provincial rate caps, we continue to view regulation as positive for the industry and critical to our long-term growth and success.  

Product and revenue diversification initiatives continue to generate positive results. Revenue from other services (including fees from bank accounts, financial product insurance, pre-paid master cards, debit cards, money transfers, cheque cashing and prepaid phone cards) increased to $53.3 million in the year, up $11.1 million from $42.2 million in the twelve months ended September 30, 2010. We have made significant improvements in products and services which complement our existing product lines. We will continue to progress towards our objectives of diversifying our revenue stream with products which enhance and augment our core products, and increasing the value generated from our existing suite of products. When comparing to the fifteen month ended September 30, 2010 our revenue from other services went up $3.4 million.

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There has been a significant realignment of the regional and senior management structure of our operations group. We expect that these changes will lead to strong growth in future periods. Further expansion of our infrastructure will take place in order to facilitate our aggressive growth plans in the UK.

SELECTED FINANCIAL INFORMATION

Thousands of dollars, except for per share amounts and branch figures		Three Months Ended				Twelve Months Ended		Twelve Months Ended		Fifteen Months Ended
Consolidated results		September 30		September 30		September 30		September 30		September 30
		2011		2010		2011		2010		2010
		(restated)		(restated)		(restated)		(restated)		(restated)
No. of branches	Canada		574		542		574		542		542
United Kingdom			12		2		12		2		2
			586		544		586		544		544
Loan volumes
Loan fees included		$	201,720	$	216,027	$	821,401	$	772,617	$	938,483
Revenue
Loan fees		$	33,552	$	36,195	$	136,623	$	136,782	$	170,659
Other income			13,629		13,084		53,276		42,200		49,859
			47,181		49,279		189,899		178,982		220,518
Branch expenses
Salaries and benefits			14,490		13,698		57,576		51,293		62,265
Retention payments			6,245		6,934		26,786		23,067		28,167
Selling, general and administrative			4,156		4,545		17,518		17,262		21,673
Rent			4,656		4,219		18,216		14,786		17,868
Advertising and promotion			1,398		1,223		5,440		4,475		5,535
Provision for loan losses			580		454		2,559		756		788
Depreciation of property and equipment			1,743		1,566		6,803		5,751		7,006
			33,268		32,639		134,898		117,390		143,302
Branch operating income			13,913		16,640		55,001		61,592		77,216
Regional expenses			4,523		2,358		16,749		11,149		13,359
Corporate expenses			5,177		5,026		18,266		16,972		21,127
Interest expense			163		-		616		-		-
Other depreciation and amortization			570		13		2,113		1,484		2,054
Income before income taxes and class action settlements			3,643		9,243		17,257		31,987		40,676
Class action settlements			-		8,770		368		11,685		11,685
EBITDA *			6,046		2,362		27,352		28,604		39,329
Net income and comprehensive income		$	1,914	$	1,081	$	10,579	$	14,222	$	19,863
Weighted average number of shares outstanding
- basic			17,407		17,071		17,259		16,938		16,913
- diluted			17,643		17,533		17,663		17,547		17,522
Basic earnings per share
Income before class action settlement costs net of taxes		$	0.12	$	0.44	$	0.64	$	1.35	$	1.69
Net income and comprehensive income		$	0.11	$	0.06	$	0.61	$	0.84	$	1.17
Diluted earnings per share
Income before class action settlement costs net of taxes		$	0.12	$	0.42	$	0.64	$	1.31	$	1.63
Net income and comprehensive income		$	0.11	$	0.06	$	0.60	$	0.82	$	1.13
Consolidated Balance Sheet Information
Working capital		$	12,058	$	8,379	$	12,058	$	8,379	$	8,379
Total assets			123,323		116,414		123,323		116,414		116,414
Total long-term liabilities			9,082		9,882		9,082		9,882		9,882
Total liabilities			41,041		39,660		41,041		39,660		39,660
Shareholders' equity		$	82,282	$	76,754	$	82,282	$	76,754	$	76,754

*EBITDA – earnings from operations before interest, income taxes, stock-based compensation, depreciation of property and equipment and amortization of intangible assets.

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FINANCIAL ANALYSIS

This analysis provides an overview of our financial results for the twelve months ended September 30, 2011, compared to the fifteen months ended September 30, 2010. Certain comparative figures have been reclassified to conform to the presentation adopted for the current period. Specifically, certain amounts that were previously recorded within SG&A expense have been reclassified to other income for all periods presented.

Branch Count

This section contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” located at the end of the MD&A.

At September 30, 2011 we had a total of 586 branches in operation, an increase of 42 branches, compared to 544 branches at the end of the last year. During the year, 44 new branches were opened, one branch was acquired and three branches were consolidated. Branch performance continues to be monitored and branch consolidations will occur when efficiencies can be achieved.

We increased our net number of branches by 42 over the year as compared to 93 over the twelve month period ended September 30, 2010 or 120 branches over the fifteen months ended September 30, 2010. For the year ended September 30, 2011 we consolidated three branches compared to six branches for the fifteen month period last year. We reached our goal of having 12 branches in the UK by the end of this year.

Material factors that determine the number of branch openings include availability of suitable locations with suitable lease terms, branch performance within similar areas and favorable market rates. In the coming year, we will be aggressively growing our branch network in the UK. We anticipate adding minimal branches next year in Canada.

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Revenue

For the year ended September 30, 2011, revenues increased by $10.9 million to $189.9 million or 6.1% as compared to the twelve months ended 2010 which is mainly due to record other revenue. Loan volumes were $821.4 million in the year, up 6.3% from $772.6 million for the twelve months last year. Loan fees for the year were down slightly by 0.1% to $136.6 million compared to $136.8 million for the twelve month period last year. The slight decrease is as a result of decreases in same branch loan volumes, same branch revenues as it relates to loan fees, rate compression in Manitoba, Nova Scotia and Ontario offset by 44 new branches.

As compared to the fifteen months ended September 30, 2011, revenues were down 13.9% compared to $220.5 million. Loan volumes were $821.4 million in the year, down 12.5% from $938.5 million for the fifteen months last year. Loan fees for the year were down 19.9% to $136.6 million compared to $170.7 million for the fifteen month period last year. The loan fees were down in the year as a result of decreased loan volumes, rate compression and three fewer months of reported results given the change in year-end.

The implementation of cost of borrowing rate caps commenced in August 2009 and continued through until April 2011. The following cost of borrowing rate caps are currently in place: Nova Scotia - $25 per hundred dollars loaned; British Columbia - $23 per hundred dollars loaned; Ontario - $21 per hundred dollars loaned; Manitoba - $17 per hundred dollars loaned; Alberta - $23 per hundred dollars loaned. We had an average loan fee of $25.30 per hundred dollars loaned prior to regulations. For the twelve and fifteen months year ended September 30, 2010, our average loan fee earned per hundred dollars loaned was $20.30. For the year ended September 30, 2011, our average loan fees earned per hundred dollars was $19.70. This equates to a 3% reduction in loan fees earned.

The table below illustrates branch aging categories by year opened (twelve versus twelve months).

										Average Revenue per Branch per
(Thousands of dollars, except branch figures)					Revenues					Quarter
	Number of		September 30		September 30		%			September 30		September 30
Year Opened	Branches		2011		2010		Change			2011		2010
2001*		94	$	35,402	$	38,617		-8	%	$	94	$	103
2002		13		6,367		7,274		-12	%		122		140
2003		35		15,351		16,374		-6	%		110		117
2004		52		20,762		21,941		-5	%		100		105
2005		66		24,777		25,989		-5	%		94		98
2006		50		17,945		19,020		-6	%		90		95
2007**		37		12,083		9,943		22	%		82		67
2008		34		10,367		11,081		-6	%		76		81
2009		48		12,340		11,567		7	%		64		60
2010		112		26,900		15,093		78	%		60		34
2011		45		5,732		-		100	%		32		-
		586		188,026		176,899		6	%	$	80	$	75
Consolidation of branches				128		880
Other				1,745		1,203
Continuing operations			$	189,899	$	178,982

* Instaloans branches were acquired by Cash Store Financial on April 22, 2005; they have been operating since 2001.

** EZ Cash branches were acquired by Cash Store Financial on April 26, 2010; they have been assumed on average to be operating since 2007.

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Set forth below is a breakdown of our revenue that can be attributed to payday loans, segregated by loans internally originated and loans generated by third-party lenders. Types of revenue that can be attributed to the generation of payday loans include brokerage and loan fees, interest income and default fees. For the year ended September 30, 2011, the following table summarizes the allocation of types of revenue segregated between internally originated loans and third-party funded loans:

	Third Party Funded		Internally
(thousands of dollars)	Loan		Originated Loan		Total
Loan fees		126,681		9,943		136,623
Interest		-		523		523
Default fees		3,429		150		3,579

Loan volumes related to internally originated loans increased to $41.4 million in the year from $7.9 million in the twelve month period last year.

For the fifteen month period ended September 30, 2010, the following table summarizes the allocation of types of revenue segregated between internally originated loans and third-party funded loans:

	Third Party Funded		Internally
(thousands of dollars)	Loan		Originated Loan		Total
Loan fees		169,363		1,297		170,659
Interest		-		23		23
Default fees		2,011		121		2,131

The following table depicts the split between loan fees, agency fees, and other revenues:

	Three		Three		Twelve		Twelve
(thousands of dollars)	Months Ended		Months Ended		Months Ended		Months Ended
	September 30		September 30		September 30		September 30
	2011		2010		2011		2010
Loan fees	$	33,552	$	36,195	$	136,623	$	136,782
Agency fees		12,308		9,916		46,809		31,472
Other		1,321		3,168		6,467		10,728
Total Revenue	$	47,181	$	49,279	$	189,899	$	178,982

When comparing the twelve months ended September 30, 2011 and 2010 overall loan fees decreased slightly by 0.1% given the decreases in same branch revenues as it relates to loan fees offset by the increased number of branches in operation during fiscal 2011. For the twelve months ended September 30, 2011, loan fees were $136.6 million compared to $170.7 million for the fifteen months ended September 30 2010. The decline was due to three fewer months of reported results given change in year-end, decreases in same branch revenues as it relates to loan fees and decreases in same branch loan volumes.

Certain comparative figures have been reclassified to conform to the presentation adopted for the current period. Specifically, certain amounts previously recorded within SG&A expense have been reclassified to other income for all periods presented.

- 15 -

Revenue from other services (including fees from bank accounts, financial product insurance, pre-paid master cards, debit cards, money transfers, cheque cashing and prepaid phone cards) for the year was $53.3 million, up 26.2% from $42.2 million for the same period last year. Agency fee income has increased significantly as a result of the introduction of new products and other product enhancements namely bank accounts. These new products and enhancements are part of our long-term strategy to diversify revenue streams by providing our customers with a broader suite of financial services and products. Other revenue increased 6.9% or 28.1% of total revenue, up from $49.9 million or 22.6% of revenue as compared to the fifteen month period ended September 30, 2010.

The most significant components of “other” revenue were agency fees at $46.8 million in the year, which represented 87.9% of other revenue for the year or a 17.8% increase in the year. Compared to the twelve month period last year, agency fees were $42.2 million or 74.6% of other revenue. Agency fees include fees earned from the provision of debit and prepaid credit cards and all other agency fees we earn from financial product insurance, money transfers and prepaid phone cards. The largest contributor to the increase was the introduction of bank accounts being offered to our customers. For the year, 99% of customers who secured a loan also purchased one or more of the following optional financial services: bank accounts, financial product insurance, pre-paid master cards, and/or debit cards, which is similar to the twelve and fifteen months ended September 30, 2010.

For the fifteen month period last year, agency fees were $36.7 million or 73.6% of other revenue. As a percentage of other revenue, these agency fees increased 19.3% in the year.

In the year ended September 30, 2011, the average loan size was $492 compared to $469 per loan for the twelve and fifteen month period last year.

Due to the seasonal nature of our business, we anticipate revenues will decrease next quarter as compared to the current quarter.

Same Branch Revenues

Same branch revenues for the 445 locations open since October 1, 2009 decreased by 5.1% as compared to the same twelve month period last year, with same branch revenues averaging $356,250 in the year compared to $375,400 in the same period last year. Same branch revenues decreased as a result of rate compression in Alberta, Manitoba and Nova Scotia and a drop in same branch loan volumes. The corresponding decreases in same branch revenues for Alberta, Manitoba and Nova Scotia in total were $2.0 million, $2.8 million and $535,000 respectively in the year.

Also, same branch revenue, as it relates to the brokering of loans, was down 10.9% for the year as a result of loan fee rate compression in Alberta, Manitoba and Nova Scotia coupled with decreased loan volumes. The corresponding decreases in total same branch revenue, as it relates to the brokering of loans in Alberta, Manitoba and Nova Scotia were $3.2 million, $3.4 million and $710,000 respectively for the year ended September 30, 2011.

Branch Operating Income

BOI in the year was $55.0 million (29.0% of revenue), compared to $61.6 million (34.4% of revenue) for the twelve months ended September 30, 2010. BOI was $77.2 million (35.0% of revenue) for the fifteen month period last year.

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BOI was down as a percentage of revenue as a result of decreased same branch revenues, increases in expenses due to the opening of 44 new branches adding to the drag on earnings, and provision for loan losses. The decreased margins and increased expenses have been partially offset by positive trending in revenues from other services.

BOI, by maturity level is outlined below (twelve months versus twelve months):

(Thousands of dollars, except branch figures)			BOI (Loss)						BOI % of Revenues
	Number of		September 30			September 30			September 30			September 30
Year Opened	Branches		2011			2010			2011			2010
2001*		94	$	14,915		$	17,138			42.1	%		44.4	%
2002		13		2,905			3,332			45.6	%		45.8	%
2003		35		7,393			7,521			48.2	%		45.9	%
2004		52		9,111			9,179			43.9	%		41.8	%
2005		66		9,993			10,016			40.3	%		38.5	%
2006		50		6,804			7,253			37.9	%		38.1	%
2007**		37		4,693			3,738			38.8	%		37.6	%
2008		34		4,070			4,226			39.3	%		38.1	%
2009		48		1,381			1,090			11.2	%		9.4	%
2010		112		(3,270	)		(2,121	)		-12.2	%		-14.1	%
2011		45		(2,585	)		2			-45.1	%		-
		586		55,410			61,374
Branches not yet open				(33	)		(70	)
Consolidation of branches				(104	)		(122	)
Other				(272	)		409
Branch Operating Income			$	55,001		$	61,591

* Instaloans branches were acquired by Cash Store Financial on April 22, 2005; they have been operating since 2001.

** EZ Cash branches were acquired by Cash Store Financial on April 26, 2010; they have been assumed on average to be operating since 2007.

Expenses (excluding retention payments, depreciation, amortization and class action settlements)

Expenses increased by $19.6 million or 16.8% given the addition of 44 new branches, increased professional fees, increased collection infrastructure costs, increased provision for loan losses for on-balance sheet lending, an increase in regional and corporate infrastructure costs and costs associated with expanding into the UK when comparing the twelve months ended September 30, 2011 and 2010. Expenses in the year have decreased to $136.3 million, compared to $142.6 million for the fifteen month period last year. The decrease is primarily due to three fewer months of reported results given change in the year-end periods which offset the addition of 44 new branches, increased professional fees, collection fees, increased provision for loan losses for on-balance sheet lending, an increase in regional and corporate infrastructure costs and costs associated with expanding into the UK.

Retention Payments

Third-party lender retention payments for the year totalled $26.8 million (3.3% of loans brokered), compared to $23.1 million (3.0% of loans brokered) for the twelve months ended September 30, 2010. Retention payments as a percentage of loan fees have increased to 19.6% in the year ended September 30, 2011, compared to 16.9% in the twelve month period last year. The increases as a percentage of loan fees and loans brokered are primarily as a result of rate compression. In the fifteen months ended September 30, 2010, retention payments were $28.2 million (3.0% of loans brokered). As a percentage of loan fees, retention payments have increased to 16.5% in the fifteen month period last year.

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Depreciation and Amortization

Depreciation of property and equipment and amortization of intangible assets for the year totalled $8.9 million, compared to $7.2 million in the twelve month period ended September 30, 2010 and $9.1 million in the fifteen month period last year. Amortization increased for the year as compared to the twelve month period last year as a result of 44 new branches and a large scale refresh program for our mature branches.

Income Taxes

Our effective tax rate was 37.4% in the year, compared to 42.7% for the twelve month period last year and 31.5% for the fifteen month period last year. The effective tax rate is higher than the statutory tax rate of 28.0% due to adjustments for prior year immaterial errors.

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LIQUIDITY AND CAPITAL RESOURCES

Our cash decreased by $348,000 to $19.3 million at September 30, 2011 compared to $19.6 million as of September 30, 2010. Our cash, excluding restricted cash, decreased by $348,000 to $13.0 million at September 30, 2011 compared to $13.4 million as of September 30, 2010. Significant items impacting cash in the year ended September 30, 2011 included:

· Cash generated from operating activities, before non-cash operating items, of $23.0 million;

· A $3.7 million increase in amounts due from suppliers, $2.2 million increase in prepaids, $2.0 million decrease in income taxes payable offset by a $2.8 million increase in amounts due third party lenders;

· A $3.7 million decrease in other receivables and long term receivables

· A $616,000 increase in accounts payable and accrued liabilities for class action settlements. Subsequent to year-end all funds segregated for the BC class action were transferred to a third party administrator;

· Property and equipment and intangible asset expenditures of $10.0 million;

· Cash required for on balance sheet lending of $2.9 million;

· Dividend payments of $7.9 million; and

· Issuance of common shares for proceeds from exercised options and warrants of $2.1 million.

At September 30, 2011, our working capital position totalled $12.1 million compared to $8.4 million as at September 30, 2010. We expect our cash to decrease in the future due to growth in our UK consumer loans receivable.

Consumer Loans Receivable

During the year, we increased our overall consumer loans receivable balance to $4.8 million from $4.5 million in the prior year. We internally originated all our loans in the UK. Given our strategy of growth in the UK we expect amounts due from consumers will increase substantially in the coming year.

The benefit to us of originating loans is to reduce our cost of capital, thereby increasing our profitability. The most significant risk related to originating loans is that we assume the risk of default.

The aging of customer loans receivable is as follows:

	2011			2010
Consumer loans receivable, net of allowance for consumer loan losses
Current	$	2,176		$	3,410
1-30 days past due date		856			992
31-60 days past due date		531			306
61-90 days past due date		417			119
Greater than 90 days past due date		3,584			144
Consumer loans receivable		7,564			4,971
Allowance for consumer loan losses		(2,783	)		(511	)
	$	4,781		$	4,460

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Due to certain banking process and collection restrictions we were unable to effectively process collections on accounts in the UK. These issues were resolved on August 25, 2011.

On average, for internally originated loans 60.2% of our customers or $24.9 million of payday cash advances were paid in full on or before their due date for the year ended September 30, 2011 as compared to 49.1% of our customers or $3.9 million for the fifteen months ended September 30, 2010.

Normal Course Issuer Bid

On June 30, 2009, we announced our intention to make a normal course issuer bid (“Bid”) to purchase, through the facilities of the Toronto Stock Exchange, certain of our outstanding common shares. We repurchased no common shares (fifteen months ended September 30, 2010 - 387,799 common shares) during the year ended September 30, 2011 (at a cost of $3.3 million for the fifteen months ended September 30, 2010). Common shares purchased pursuant to the Bid were cancelled.

Contractual Obligations

Our contractual obligations over the next five years and thereafter are summarized in the table below. For additional information, see Notes 16 and 21 (a) of our audited consolidated financial statements for the year ended September 30, 2011:

Payments due by Period (amounts in thousands of $CAN)
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Capital (Finance) Lease Obligations	$1,443	$750	$693	$ -	$ -
Operating Lease Obligations	85,662	19,981	44,090	5,042	16,548
Total:	$87,905	$20,731	$44,783	$5,042	$16,548

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SUMMARY OF QUARTERLY RESULTS

The financial results for each of the last eight quarters are summarized in the following table.

In general, more recent results have been negatively impacted by rate compression in the regulated provinces partially offset by growth in other revenue. There was an increase in overall revenues over prior periods due to our strategy of diversifying our other revenue. Branch expenses and overall expenses have also steadily increased due to an increased number of branches in operation and costs associated with growth in the UK, adding infrastructure at the regional and corporate levels, increased professional and legal fees related to regulatory matters, class actions, and other lawsuits, and continued costs associated with the class action settlements.

From a seasonality perspective, we believe that our revenues are generally stronger in the third and fourth quarters followed by the first and second quarter. In addition, quarterly results of operations are impacted by the number and timing of new branch openings.

																		Twelve Months Ended
(thousands of dollars, except for per share amounts and branch figures)				2011						2010								September 30
		Q4		Q3		Q2		Q1		Q5		Q4		Q3		Q2		2011		2010
		(restated)		(restated)		(restated)		(restated)		(restated)								(restated)		(restated)
Consolidated Results
No. of branches	Canada		574		574		573		566		542		523		489		469		574		542
	United Kingdom		12		8		6		4		2		2		-		-		12		2
			586		582		579		570		544		525		489		469		586		544
Loan volumes
Loan fees included		$	201,720	$	204,616	$	198,775	$	216,290	$	216,027	$	205,659	$	178,826	$	172,105	$	821,401	$	772,617
Regulated definition (excluding loan fee upon regulation)			168,641		172,602		167,327		182,031		184,110		174,902		157,653		164,819		690,601		681,484
Loan fees excluded in regulated provinces		$	168,641	$	172,602	$	167,327	$	182,031	$	181,071	$	172,043	$	149,357	$	141,851	$	690,601	$	644,322
Revenue
Loan fees		$	33,552	$	33,944	$	32,813	$	36,314	$	36,195	$	35,161	$	31,308	$	34,118	$	136,623	$	136,782
Other income			13,629		14,983		13,246		11,418		13,084		11,699		9,351		8,066		53,276		42,200
			47,181		48,927		46,059		47,732		49,279		46,860		40,659		42,184		189,899		178,982
Branch expenses
Salaries and benefits			14,490		14,591		14,113		14,382		13,698		13,695		12,206		11,694		57,576		51,293
Retention payments			6,245		6,774		6,578		7,189		6,934		5,833		5,300		5,000		26,786		23,067
Selling, general and administrative			4,156		4,486		4,681		4,195		4,545		4,361		4,242		4,114		17,518		17,262
Rent			4,656		4,589		4,566		4,405		4,219		3,780		3,480		3,307		18,216		14,786
Advertising and promotion			1,398		1,313		1,303		1,426		1,223		1,170		1,023		1,059		5,440		4,475
Provision for loan losses			580		662		654		663		454		200		86		16		2,559		756
Depreciation of property and equipment			1,743		1,713		1,687		1,660		1,566		1,477		1,374		1,334		6,803		5,751
			33,268		34,128		33,582		33,920		32,639		30,516		27,711		26,524		134,898		117,390
Branch operating income			13,913		14,799		12,477		13,812		16,640		16,344		12,948		15,660		55,001		61,592
Regional expenses			4,523		4,169		3,863		4,194		2,358		3,173		2,864		2,754		16,749		11,149
Corporate expenses			5,175		4,796		4,256		4,039		5,026		4,513		3,703		3,730		18,266		16,972
Interest expenses			163		157		151		145		-		-		-		-		616		-
Other depreciation and amortization			570		455		547		541		13		405		279		787		2,113		1,484
Net income before income taxes and class action settlements			3,482		5,222		3,660		4,893		9,243		8,253		6,102		8,389		17,257		31,987
Class action settlements			-		-		1		367		8,770		100		2,715		100		368		11,685
EBITDA*			6,209		7,752		6,259		7,132		2,362		10,326		5,273		10,643		27,352		28,604
Net income and comprehensive income		$	1,914	$	3,416	$	2,387	$	2,862	$	1,081	$	5,477	$	2,197	$	5,467	$	10,579	$	14,222
Basic earnings per share
Before class action expenses net of normalized tax		$	0.12	$	0.19	$	0.15	$	0.20	$	0.44	$	0.33	$	0.23	$	0.34	$	0.66	$	1.35
Net income and comprehensive income		$	0.11	$	0.20	$	0.14	$	0.17	$	0.06	$	0.32		0.13	$	0.33	$	0.61	$	0.84
Diluted earnings per share
Before class action expenses net of normalized tax		$	0.12	$	0.19	$	0.14	$	0.19	$	0.42	$	0.31	$	0.23	$	0.32	$	0.64	$	1.31
Net income and comprehensive income		$	0.11	$	0.19	$	0.14	$	0.16	$	0.06	$	0.31	$	0.13	$	0.32	$	0.59	$	0.82

*EBITDA – earnings from operations before interest, income taxes, stock-based compensation, depreciation of property and equipment and amortization of intangible assets.

Certain comparative figures have been reclassified to conform to the presentation adopted for the current period. Specifically, certain amounts previously recorded within SG&A expense have been reclassified to other income for all periods presented.

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Fourth Quarter

The fourth quarter of 2011 (July 1, 2011 to September 30, 2011) is used as the comparison to the fifth quarter of 2010 (July 1, 2010 to September 30, 2010) as they are comprised of the same calendar months.

Significant factors impacting the fourth quarter include:

· Reductions in overall revenue of 4.3% for the three months ended September 30, 2011, compared to the same period last year due to a decrease in same branch revenues as it relates to loans fees. Revenue decreased in Manitoba by $883,000 in the quarter;

· Loan fees were down 7.3% for the three months ended September 30, 2011, at $33.6 million compared to $36.2 million in the same period last year given decreases in same branch loan volumes, same branch revenues as it relates to loan fees and some rate compression in Nova Scotia. The effect of rate compression reduced our rates by 21.6% in Nova Scotia;

· Growth in other income of 4.2% to $13.6 million for the three months period ended September 30, 2011 when compared to the same period last year. As a percentage of total revenue, other income increased to 28.9% from 26.6% or an 8.8% increase for the quarter. Agency fee income was up $24.1% or $2.4 million in the quarter offset by decreases in other revenue of $1.8 million;

· Loan volumes for the three months ended September 30, 2011 were down 6.6% to $201.7 million;

· Earnings increased by $883,000 in the quarter as a result of a drag on earnings from branches opened less than one year and the decrease in the class action settlement expenses including related interest expenses by $10.7 million;

· Class action settlement expenses decreased and related interest expenses increased by $8.8 million and $163,000 respectively as a result of the March 5, 2004 British Columbia Class Action claim;

· Retention payments decreased by $689,000 for the three months ended September 30, 2011 compared to the same period last year;

· Provision for loan losses for on-balance sheet lending increased by $126,000 for the quarter ended September 30, 2011 compared to the same period last year;

· Branch SG&A costs decreased $389,000 as a result of cost containment measures for the fourth quarter compared to the same period last year;

· Regional expenses increased by $2.2 million related to increased collection related costs, a reorganization at the regional and division vice president level, enhancement of collection infrastructure and infrastructure additions in the UK;

· Corporate expenses increased by $151,000 in the quarter due to the UK expansion and increased corporate salary costs as a result of infrastructure additions in marketing, training and new product development, increased director costs and increased legal fees; and

· Working capital increased by $3.7 million in the quarter compared to last year.

- 22 -

EBITDA was $6.2 million for the quarter, compared to $2.4 million for the same period last year. This decrease in the current quarter is due to rate compression, reduce loan volumes, and increased regional and corporate infrastructure costs compared to the same period last year partially offset by increases in other revenues.

Net income for the quarter increased to $1.9 million, compared to $1.1 million for the fifth quarter of 2010. Diluted earnings per share for the quarter were $0.11 per share ($0.11 basic), compared to $0.06 per share ($0.06 basic) for the fifth quarter of 2010.

BOI for the quarter, by maturity level, is outlined below:

(Thousands of dollars, except branch figures)			BOI (Loss)						BOI % of Revenues
	Number of		September 30			September 30			September 30			September 30
Year Opened	Branches		2011			2010			2011			2010
2001*		94	$	3,502		$	4,798			40.9	%		48.5	%
2002		13		756			997			47.9	%		52.4	%
2003		35		1,834			2,120			49.9	%		50.2	%
2004		52		2,125			2,429			42.5	%		43.2	%
2005		66		2,447			2,855			40.9	%		42.0	%
2006		50		1,583			1,864			37.0	%		38.4	%
2007**		37		1,219			1,222			41.1	%		38.1	%
2008		34		1,039			1,308			41.1	%		45.1	%
2009		48		437			290			14.1	%		9.2	%
2010		112		(552	)		(1,162	)		-8.0	%		-19.2	%
2011		45		(796	)		-			-35.4	%		-
		586		13,594			16,721
Branches not yet open				(13	)		(64	)
Consolidation of branches				(3	)		(48	)
Other				335			31
Branch Operating Income			$	13,913		$	16,640

* Instaloans branches were acquired by Cash Store Financial on April 22, 2005; they have been operating since 2001.

** EZ Cash branches were acquired by Cash Store Financial on April 26, 2010; they have been assumed on average to be operating since 2007.

BOI has decreased 16.4% to $13.9 million in the quarter compared to $16.6 million in the fifth quarter of 2010. The decrease was caused by rate compression, decreased loan volumes and same branch revenues and increased drag on earnings from new branches.

Revenue for the quarter decreased to $47.2 million, compared to $49.3 million for the fifth quarter of 2010 due to rate compression and decreases in same branch revenues.

- 23 -

										Average Revenue per Branch per
(Thousands of dollars, except branch figures)			Revenues							Quarter
	Number of		September 30		September 30		%			September 30		September 30
Year Opened	Branches		2011		2010		Change			2011		2010
2001*		94	$	8,572	$	9,896		-13	%		91	$	105
2002		13		1,577		1,901		-17	%		121	$	146
2003		35		3,676		4,221		-13	%		105	$	121
2004		52		5,000		5,617		-11	%		96	$	108
2005		66		5,981		6,793		-12	%		91	$	103
2006		50		4,279		4,854		-12	%		86	$	97
2007**		37		2,966		3,206		-7	%		80	$	87
2008		34		2,531		2,901		-13	%		74	$	85
2009		48		3,091		3,166		-2	%		64	$	66
2010		112		6,888		6,064		14	%		62	$	54
2011		45		2,249		-		100	%		50		-
		586		46,810		48,619		-4	%	$	80	$	83
Consolidation of branches				-		174
Other				371		486
Continuing operations			$	47,181	$	49,279

* Instaloans branches were acquired by Cash Store Financial on April 22, 2005; they have been operating since 2001.

** EZ Cash branches were acquired by Cash Store Financial on April 26, 2010; they have been assumed on average to be operating since 2007.

Loan fees for the three months ended September 30, 2011 decreased to $33.6 million from $36.2 million in the same period last year, as a result of a decrease in same branch loan volumes and rate compression of 21.6% in Nova Scotia.

Same branch revenues for the 522 locations open since the beginning of July 2010 for the three month period, decreased by 9.7% compared to the same period last year, with same branch revenue averaging $83,800 this period compared to $92,700 in the same period last year. Same branch revenues decreased as a result of rate compression and decreased loan volumes partially offset by improvements in other revenue. Same branch revenues, as it relates to the brokering of loans were down 13.2% in the quarter.

Loans brokered for the quarter, were $201.7 million and averaged $501 per loan, compared to $216.0 million and an average of $474 per loan for the three months ended September 30, 2010.

Expenses for the quarter totalled $33.3 million, compared to $32.7 million in the fifth quarter of 2010. These increased costs are due to increases in the number of branches, infrastructure additions at the regional, corporate levels and in the UK along with increased costs associated with provincial regulations and legal matters. Retention payments totalled $6.2 million in the quarter, compared to $6.9 million in the fifth quarter of fiscal 2010. The depreciation of property and equipment and amortization of intangible assets was $2.3 million.

Our effective tax rate was 45.0% for the quarter, compared to a recovery of 6.6% for the fifth quarter of fiscal 2010. The effective tax rate is higher than the statutory tax rate of 28.0% due to adjustments for prior year immaterial errors.

- 24 -

RELATED PARTY TRANSACTIONS

The Cash Store Australia Holdings Inc. (“AUC”)

The Company owns 18.3% of the outstanding common shares of AUC, which currently operates payday loan branches in Australia under the name “The Cash Store Pty.” AUC is publicly listed on the TSX Venture exchange under the symbol “AUC”. Included in other receivables as of September 30, 2011, was a $16,000 (September 30, 2010 - $7,000) receivable from AUC. The Company entered into an interim service agreement with AUC to provide ongoing services such as financial, accounting and HR support and contracts administrative services, and the use of our IT and telecommunication systems. Included in SG&A expenses is a recovery of $363,000 (September 30, 2010 - $362,000) related to these services. These transactions were subject to normal trade terms and were measured at the actual exchange amount. Amounts due are non-interest bearing, unsecured and have no specified terms of repayment. Certain employees, directors, and officers have an ownership in AUC.

RTF Financial Holdings Inc. (“RTF”)

The Company owns 15.7% of the outstanding common shares of RTF Financial Holdings Inc., a private company in the business of short-term lending by utilizing highly automated mobile technology (SMS text message lending). RTF Financial Holdings Inc. currently operates in Finland, Sweden, Denmark, the Netherlands and the UK with plans to expand to other European countries. Included in SG&A expenses is a recovery of $240,000 (September 30, 2010 - $120,000) relating to these services. These transactions were subject to normal trade terms and were measured at the actual exchange amount. We have a $45,000 (September 30, 2010 - $485,000) receivable from RTF. Amounts due are non-interest bearing, unsecured and have no specified terms of repayment. Certain employees, directors, and officers have an ownership in RTF.

Third-party lenders (restated)

A privately held entity that raises capital and provides advances to the Company's customers (third-party lender) is controlled by the father of Cameron Schiffner, the Senior Vice President of Operations of the Company. In addition, Cameron Schiffner's brother was a member of management of AUC and is a member of management of the third-party lender. The Company's relationship with the third-party lender predates Cameron Schiffner's employment with the Company. Included in retention payments are $11.7 million for the year ended September 30, 2011 (fifteen months ended September 30, 2010 - $13.5 million) of amounts paid or payable directly to this third-party lender. As at September 30, 2011, included in accrued liabilities is $2.2 million (September 30, 2010 - $1.8 million) due to this third-party lender. The Company’s contingent risk in this third-party lender’s loan portfolio totalled $45.0 million as at September 30, 2011 (September 30, 2010 - $48.4 million).

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RISK FACTORS AFFECTING PERFORMANCE

Our financial and operational performance is potentially affected by a number of factors including, but not limited to, changing consumer protection regulations, industry and company specific class action lawsuits, access to third-party lenders and other issues described in our most recent Annual Information Form (“AIF”). A more detailed discussion of our risk factors is presented in our most recent AIF filed with the securities regulatory authorities on SEDAR (www.sedar.com). Our Risk Management department works continually to assess and mitigate the impact of potential risks to our stakeholders.

Consumer Protection Regulations

“Consumer protection measures” relates broadly to two categories of regulation: 1) measures that restrict rates or fees that may be charged both in respect of a loan and regarding other services or fees that may be charged in relation to a payday loan or related services; and 2) general business practices issues which would include, for example, prohibitions on rollovers, concurrent loans, maximum allowable loans based on a percentage of a customer’s net income and certain collection practices.  These measures vary considerably from one jurisdiction to the next.  Rates are generally structured as a maximum allowable charge per $100 loaned.  Interest may be charged up to a regulated maximum amount when a loan is in default.  This maximum varies by jurisdiction but in no jurisdiction does it exceed 59% per annum.  Some jurisdictions restrict the amount that may be charged when a customer’s cheque or pre-authorized debit is dishonored.

The following rate caps are currently in effect:  Nova Scotia - $25 per hundred dollars loaned; British Columbia - $23 per hundred dollars loaned; Ontario - $21 per hundred dollars loaned; Manitoba - $17 per hundred dollars loaned; and Alberta - $23 per hundred dollars loaned.  Newfoundland has announced that it does not intend to implement industry specific consumer protection legislation.  In October 2011, Saskatchewan received a federal designation that will facilitate implementation of new consumer protection measures, including a rate cap of $23 per hundred dollars loaned. We anticipate that these measures will be implemented in Saskatchewan early in calendar year 2012.  The provinces of New Brunswick and Prince Edward Island have passed legislation to facilitate the implementation of rate caps and other industry specific consumer protection measures; however, at this stage it remains difficult to specify expected rates for these provinces or when these provinces will actually implement rate caps or other consumer protection measures.   All Canadian jurisdictions that have implemented industry specific consumer protection measures appear to be committed to facilitating a competitive industry. Below is a summary of rate caps per province:

	Rate
	per	Date enacted or
	$100	anticipated
Nova Scotia	25	April 1, 2011
British Columbia	23	November 18, 2009
Ontario	21	December 15, 2009
Alberta	23	March 1, 2010
Manitoba	17	October 18, 2010
Saskatchewan	23	Early calender 2012

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Restrictions on the size and duration of a payday loan are uniformly applied in British Columbia, Alberta, Manitoba, Ontario and Nova Scotia. Specifically, a payday loan is defined by statute or regulation as a loan of $1,500 or less for a period of 62 days or less. Saskatchewan restricts loan sizes to a maximum of $1,000.  Saskatchewan is expected to adopt the previously described definition of a payday loan, if new regulations are implemented in 2012 as anticipated.  Similar restrictions do not exist in the Yukon, the Northwest Territories, New Brunswick, Prince Edward Island and Newfoundland.

In the first quarter of fiscal 2011, the Nova Scotia Utility and Review Board conducted administrative hearings to review the rate cap of $31 per hundred dollars loaned that was in force in that province at that time.   As of April 1, 2011 the new rate cap in Nova Scotia is $25 per hundred dollars loaned. 

On November 9, 2010, Consumer Protection BC issued a compliance order requiring Cash Store Financial to: (i) reimburse all borrowers with loan agreements negotiated with Cash Store Financial and its subsidiaries between November 1, 2009, and November 9, 2010, the amount charged, required or accepted in relation to the issuance of a cash card; (ii) provide the option to any borrower negotiating a loan agreement with Cash Store Financial and its subsidiaries, of receiving a cheque, cash or some other financial instrument which provides the loan proceeds to the borrower at the time the loan agreement is negotiated; and, (iii) make a payment of $4,006 in respect of costs.

The Company has formally disputed certain findings upon which this compliance order was based, and on December 9, 2010 filed a Request for Redetermination.  The basis of our submission is that Cash Store Financial does not issue and has never issued cash cards to its customers. Rather, customers are issued cash cards by an arms-length third party.  This arms-length third party is a federally regulated Canadian Schedule I bank.  Cash Store Financial is not a party to any agreements in respect of cash cards.  All contracts in respect of cash cards are directly between individuals and the arms-length third party. Through agreements with an arms-length third party, Cash Store Financial’s customers are given the option, following the completion of a loan agreement offered or arranged by Cash Store Financial, of receiving a cash card and related services from an arms-length third party. All fees associated with the issuance of these cash cards accrue directly to an arms-length third party. Customers also have the option of receiving their loan proceeds by way of a cheque.

We anticipate no material impact from the determination. Consumer Protection BC has advised us they will reconsider their original determination.

On May 10, 2011, Service Alberta issued an Interim Order (the “Order”) directing Cash Store Financial to cease certain practices. Pursuant to minor adjustments to our sales processes and compliance systems and ongoing discussions with officials in the Office of the Director of Fair Trade, we consider this matter to be resolved.  The Government of Alberta had stated in the Order that it had been based on allegations that unfair lending activities were being practiced by Cash Store Financial.  Of particular concern to Cash Store Financial were reported allegations that the Company required customers to purchase ancillary services, such as a pre-paid cash card, as a condition for receiving a loan. This is not and never has been Company policy, but it was the major issue identified in the Order.  Company policy is to provide customers with the ability to immediately receive proceeds of their loan by way of cheque, immediately upon request. 

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In 2005, Cash Store Financial implemented a voluntary prohibition on rollovers which is the extension of an existing loan for a fee. More specifically, we disallowed the provision of a new loan to payout an existing loan.  We do not provide any rollovers in any jurisdictions in Canada.  Customers must repay a loan in full before a new loan may be secured.  In some jurisdictions customers may borrow against more than one source of income. In some instances a customer may be indebted to a third-party lender for more than one loan at a time. In these cases, each of these loans and the repayment requirements for each loan are structured and secured against a specific source of income.

Legal Proceedings

British Columbia (Restated)

On March 5, 2004, an action under the Class Proceedings Act was commenced in the Supreme Court of British Columbia by Andrew Bodnar and others proposing that a class action be certified on his own behalf and on behalf of all persons who have borrowed money from the defendants, The Cash Store Financial and All Trans Credit Union Ltd. The action stems from the allegations that all payday loan fees collected by the defendants constitute interest and therefore violate s. 347 of the Criminal Code of Canada (the “Code”). On May 25, 2006, the claim in British Columbia was affirmed as a certified class proceeding of Canada by the B.C. Court of Appeal. In fiscal 2007, the plaintiffs in the British Columbia action brought forward an application to have certain of the Company’s customers’ third-party lenders added to the claim. On March 18, 2008, another action commenced in the Supreme Court of British Columbia by David Wournell and others against The Cash Store Financial, Instaloans Inc., and others in respect of the business carried out under the name Instaloans since April 2005. Collectively, the above actions are referred to as the “British Columbia Related Actions”.

On May 12, 2009, the Company settled the British Columbia Related Actions in principle and on February 28, 2010 the settlement was approved by the Court. Under the terms of the court approved settlement, the Company is to pay to the eligible class members who were advanced funds under a loan agreement and who repaid the payday loan plus brokerage fees and interest in full, or who met certain other eligibility criteria, a maximum estimated amount including legal expenses of $18.8 million, consisting of $9.4 million in cash and $9.4 million in credit vouchers. The credit vouchers can be used to pay existing outstanding brokerage fees and interest, to pay a portion of brokerage fees and interest which may arise in the future through new loans advanced, or can be redeemed for cash from January 1, 2014 to June 30, 2014. The credit vouchers are not transferable and have no expiry date. After approved legal expenses of $6.4 million were paid in March 2010, the balance of the settlement amount remaining to be disbursed was $12.4 million, consisting of $6.2 million of cash and $6.2 million of vouchers.

By September 30, 2010, the Company received approximately 6,300 individual claims representing total valid claims in excess of the settlement fund. As the valid claims exceed the balance of the remaining settlement fund, under the terms of the settlement agreement, the entire settlement fund of $12.4 million will be disbursed to claimants on a pro-rata basis.

In arriving at the liability recorded at the balance sheet date, the voucher portion of the settlement fund of $6.2 million has been discounted using a discount rate of 16.2%. During the twelve months ended September 30, 2011, the Company recorded accretion expense of $616,000 (fifteen months ended September 30, 2010 - $nil) in interest expense. The total liability related to the settlement at September 30, 2011 is $10.6 million (2010: $10.0 million).

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Alberta

We have been served in prior fiscal periods with a Statement of Claim issued in Alberta alleging that we are in breach of s. 347 of the Criminal Code of Canada (the interest rate provision) and certain provincial consumer protection statutes.

The certification motion has been pending since fiscal 2006 and has not yet been heard. On January 19, 2010, the plaintiffs in the Alberta action brought forward an application to have a related subsidiary, certain of our customers’ third-party lenders, directors and officers added to the Claim.

We have agreed to a motion to certify the class action proceeding if the lender, officers and directors are removed as defendants. Class counsel has agreed to our proposal.

We believe that we conduct our business in accordance with applicable laws and are defending the action vigorously. However, the likelihood of loss, if any, is not determinable at this time.

Manitoba

On April 23, 2010, an action under the Manitoba Class Proceedings Act was commenced in the Manitoba Court of Queen’s Bench by Scott Meeking against The Cash Store (Canada), Instaloans, and Cash Store Financial proposing that a class action be certified on his own behalf and on behalf of all persons in Manitoba and others outside the province who elect to claim in Manitoba and who obtained a payday loan from the Cash Store Financial or Instaloans. The action stems from the allegations that all payday loan fees collected by the defendants constitute interest and therefore violate s. 347 of the Criminal Code of Canada.

We believe that we conducted our business in accordance with applicable laws and are defending the action vigorously. Further it will be maintained that most of the proposed class members are bound by the judgment in the settlement of the Ontario class action in 2008, as approved by the Ontario Superior Court of Justice and that accordingly the action should be dismissed. However, the likelihood of loss, if any, is not determinable at this time.

Other

We are also involved in other claims related to the normal course of operations. Management believes that it has adequately provided for these claims.

Third Party Lenders/Retention Payments

Most funding of short-term advances is currently provided by independent third party lenders. As a result, our business is highly dependent on third party lenders who are willing to make significant funds available for lending to our customers. There are no assurances that the existing or new third party lenders will continue to make funds available. Any reduction or withdrawal of funds could have a significant material adverse impact on our results of operations and financial condition.

To facilitate the short-term advance business, we have entered into written agreements with a number of third party lenders who are prepared to consider lending to our customers. Pursuant to these agreements, we provide services to the lenders related to the collection of documents and information as well as loan collection services. Material terms of our agreements with third-party lenders include ensuring that any proposed loan was applied for through an authorized outlet, ensuring each potential customer meets the loan selection criteria as set forth by the third-party lender prior to approval and release of funding, satisfying the documentation requirements in a full and timely manner, providing loan management services throughout the term of the loan, and providing default realization services on behalf of the third party lender for all loans funded which are not paid in full by the due date, all while ensuring information system integrity is maintained. Losses suffered on account of uncollectible loans are not contractually the Company’s responsibility as long as it has performed and fulfilled its duties under the terms of the third party lender agreements.In the event we do not properly perform our duties and the lenders make a claim as required under the agreement, we may be liable to the lenders for losses they have incurred. A liability is recorded when it is determined that we have a liability under the agreement.

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Our board of directors regularly approves a resolution which authorizes us to pay a maximum amount of retention payments per quarter to third-party lenders as consideration to those lenders who continue to be willing to fund advances to our customers. While the third-party lenders have not been guaranteed a return, the decision has been made to voluntarily make retention payments to the lenders to deflect the impact of the loan losses they experienced. Retention payments are recorded in the period in which a commitment is made to a lender pursuant to the resolution approved by the board of directors.

During the year we have three lenders that have helped us generate ten percent or more of our consolidated revenues: 367463 Alberta Ltd., Trimor Annuity Focus Limited Partnerships and Assistive Financial Corp. The loss of any of these three third-party lenders would have a material adverse effect on us if alternative lenders could not be located or other financing was not available to permit direct lending.

CRITICAL ACCOUNTING ESTIMATES

Our accounting policies are integral to understanding and interpreting the financial results reported in this MD&A. The significant accounting policies used in preparing our consolidated financial statements are summarized in Note 1 to those statements which are available on SEDAR at www.sedar.com. Certain policies included in Note 1 are considered to be particularly important to the presentation of our financial position and results of operations, because they require Management to make difficult, complex or subjective judgments and estimates, often as a result of matters that are inherently uncertain, which may result in materially different results under different assumptions and conditions. The following is a discussion of those critical accounting estimates. These estimates are adjusted in the normal course to reflect changing underlying circumstances. The impact and any associated risks related to these critical accounting estimates on our business may also be discussed elsewhere in this MD&A.

Revenue Recognition

Revenue arising from brokering short-term advances for customers is recognized once all services have been rendered, all advance amounts have been received by the customer, and the brokerage fee has been received by the Company.

Revenue arising from direct lending of short-term advances to customers is recognized on a constant yield basis ratably over the term of the related loan.

Revenue from the Company’s cheque cashing, money order sales, money transfer, bill payment services and other miscellaneous services is recognized when the transactions are completed at the point-of-sale in the branch and the related fee charged by the Company has been received. Revenue from the Company’s banking and non-sufficient funds fees are recognized when collected. Revenue from each of these sources is recorded in other income in the statement of operations.

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Retention Payments

When the Company acts as a broker on behalf of income earning consumers seeking short-term advances, the funding of short-term advances is provided by independent third party lenders. The advances provided by the third party lenders are repayable by the customer to the third party lenders and represent assets of the lenders; accordingly, they are not included on the Company’s balance sheet.

To facilitate the short term advance business, the Company has entered into written agreements with third party lenders who are prepared to consider lending to the Company’s customers. Pursuant to these agreements, the Company provides services to the lenders related to the collection of documents and information as well as loan collection services. Under the terms of the Company’s agreements with third party lenders, responsibility for losses suffered on account of uncollectible loans rests with the third party lender, unless the Company has not properly performed its duties as set forth under the terms of the agreement. The significant duties under the terms of the agreements generally include ensuring that any proposed loan was applied for through an authorized outlet, ensuring each potential customer meets the loan selection criteria as set forth by the third party lender prior to approval and release of funding, satisfying the documentation requirements in a full and timely manner, providing loan management services throughout the term of the loan, and providing collection services on behalf of the third party lender for all loans funded which are not paid in full by the due date, all of which while ensuring information system integrity is maintained. In the event the Company does not properly perform its duties and the lenders make a claim as required under the agreement, the Company may be liable to the lenders for losses they have incurred. A liability is recorded when it is determined that the Company has a liability under the agreement.

The Company’s Board of Directors regularly approves a resolution which authorizes management to pay a maximum amount of retention payments per quarter to third party lenders as consideration to those lenders that continue to be willing to fund advances to the Company’s customers. While the third party lenders have not been guaranteed a return, the decision has been made to voluntarily make retention payments to the lenders to lessen the impact of loan losses experienced by the third party lenders. Retention payments are recorded in the period in which a commitment is made to a lender pursuant to the resolution approved by the Board of Directors.

Provisions for Loan Losses

Loans in default consist of direct lending short-term consumer loans originated by the Company which are past due. The Company defines a past due or delinquent account whereby payment has not been received in full from the customer on or before the maturity date of the loan. A provision for loan losses is recorded when the Company no longer has reasonable assurance of timely collection of the full amount of principal and interest (included in loan fee). In determining whether the Company will be unable to collect all principal and interest payments due, the Company assesses relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, historical percentages of loans written off, current collection patterns and other current economic trends. The provision for loan losses reduces the carrying amount of consumer loan receivables to their estimated realizable amounts. The provision is primarily based upon models that analyze specific portfolio statistics, and also reflect, to a lesser extent, management judgment regarding overall accuracy. The analytical model takes into account several factors, including the number of transactions customers complete and charge-off and recovery rate. The provision is reviewed monthly, and any additional provision as a result of historical loan performance, current and expected collection patterns and current economic trends is included in the provision for the loan losses at that time. If the loans remain past due for an extended period of time, an allowance for the entire amount of the loan is recorded and the loan is ultimately written off. The Company’s policy for charging off uncollectible consumer loans is to write the loan off when a loan remains in default status for an extended period of time without any extended payment arrangements made, typically 210 days. Loans to customers who file for bankruptcy are written off upon receipt of the bankruptcy notice.

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Stock Based Compensation

We have a stock based compensation plan, which is described in Note 17 (b) of our audited consolidated financial statements. We account for all stock based compensation payments that are settled by the issuance of equity in accordance with a fair value-based method of accounting. Stock based compensation awards are recognized in the financial statements over the period in which the related services are rendered, which is usually the vesting period of the option, or as applicable, over the period to the date an employee is eligible to retire, whichever is shorter, with a corresponding increase recorded in contributed surplus. The fair value is calculated using the Black-Scholes option-pricing model. When options are exercised, the proceeds received by us, together with the amount in contributed surplus associated with the exercised options, are credited to share capital.

Consumer Loans Receivable

Unsecured short-term and longer-term advances that the Company originates on its own behalf are reflected on the balance sheet in consumer loans receivable. Consumer loans receivable are reported net of a provision. In regulated jurisdictions, interest is charged on consumer loans commencing upon default; however, it is not recorded as income until payment is received in full or partially from the consumer. In unregulated jurisdictions, interest is charged on consumer loans over the period of the loan and is recorded in income as it is earned.

Income Tax Estimates and Future Income Taxes

Income taxes are accounted for under the asset and liability method. Future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment or substantive enactment date. A valuation allowance is recorded against any future tax assets if it is more likely than not that the asset will not be realized.

Long-term investments

We apply the equity method of accounting for its investment in The Cash Store Australia Holdings Inc. and RTF Financial Holdings Inc. These investments are recorded at cost plus our share of net income or loss to date.

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Amortization Policies and Useful Lives

We depreciate the cost of property and equipment and intangible assets over the estimated useful service lives of the items. These estimates of useful lives involve considerable judgment. In determining these estimates, we take into account industry trends and company-specific factors, including changing technologies and expectations for the in-service period of these assets. On an annual basis, were assess our existing estimates of useful lives to ensure they match the anticipated life of the asset from a revenue-producing perspective. If the in-service period change happens more quickly than we have anticipated, we may have to shorten the estimated life of certain property and equipment or intangible assets, which could result in higher depreciation expenses in future periods or an impairment charge to write down the value of property and equipment or intangible assets.

Intangible Assets

Intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their fair values.

Both internal and external costs incurred to purchase and develop computer software are capitalized after the preliminary project stage is completed and management authorizes the computer software project.

Intangible assets with finite useful lives are amortized over their estimated useful lives. Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually on July 1st of each year, or more frequently if events or changes in circumstances indicate that such assets might be impaired.

The amortization methods and estimated useful lives of intangible assets, which are reviewed annually, are as follows:

Customer list, contracts and relationships	Straight-line – 3 years
Computer software	Straight-line – 5 years
Non-compete agreements	Term of the agreements
Brand name	Indefinite life

Goodwill

Goodwill represents the residual amount that results when the fair value of an acquired business exceeds the sum of the amounts allocated to the identifiable assets acquired, and liabilities assumed, based on their fair values. Goodwill is allocated as of the date of the business combination to the Company’s reporting units that are expected to benefit from the business combination. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

Goodwill is not amortized and is tested for impairment annually on July 1^st of each year, or more frequently if events or changes in circumstances indicate it may be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared to its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case the implied fair value of the reporting unit’s goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination described in the preceding paragraph, using the fair value of the reporting unit.

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When the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Accounting for the Impairment of Long-Lived Assets

Long-lived assets and identifiable intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to the sum of future undiscounted cash flows expected to be generated from the use and eventual disposition of the group of assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the group of assets exceeds the fair value of the group of assets. Any assets to be disposed by sale are reported at the lower of carrying amount or fair value less costs to sell. Such assets are not amortized while they are classified as held-for-sale.

Leases

Leases are classified as capital or operating depending upon the terms and conditions of the contracts. Obligations under capital leases are recorded as an asset with a corresponding liability. Asset values recorded under capital leases are depreciated on a straight-line basis over the estimated useful life. Obligations under capital leases are reduced by lease payments net of imputed interest. Computer and phone operating lease expenses are recorded in selling, general, and administrative expenses. Branch leases are recorded in rent.

Contingencies

We are subject to various claims and contingencies related to lawsuits, taxes and commitments under contractual and other commercial obligations. We recognize liabilities for contingencies and commitments when a loss is probable and capable of being reasonably estimated. Significant changes in assumptions as to the likelihood and estimates of the amount of a loss could result in recognition of an additional liability.

CHANGES IN ACCOUNTING POLICIES AND PRACTICES

RECENT ACCOUNTING PRONOUCEMENTS NOT YET ADOPTED

International Financial Reporting Standards

The Accounting Standards Board of the Canadian Institute of Chartered Accountants previously announced its decision to require all publicly accountable enterprises to report under IFRS for years beginning on or after January 1, 2011. However, National Instrument 52-107 allows Securities and Exchange Commission (“SEC”) registrants, such as the Company, to file financial statements with Canadian securities regulators that are prepared in accordance with U.S. GAAP. The Company has decided to adopt U.S. GAAP instead of IFRS as its primary basis of financial reporting commencing in fiscal 2012.

The decision to adopt U.S. GAAP was made to enhance communication with shareholders and improve the comparability of financial information reported with its U.S. based competitors and peer group.

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CONTROLS AND PROCEDURES (restated)

Evaluation of disclosure controls and procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose is recorded, processed, summarized and reported within the time periods specified under Canadian and US securities laws. They include controls and procedures designed to ensure that information is accumulated and communicated to management, including the President and Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

As of September 30, 2011, an evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d - 15(e) under the US Securities Exchange Act of 1934, as amended, and in National Instrument 52-109 under the Canadian Securities Administrators Rules and Policies. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2011 such disclosure controls and procedures (“DC&P”) were not effective due to the material weaknesses in the Company’s internal control over financial reporting (“ICFR”) described below.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and of the preparation of financial statements for external purposes in accordance with US GAAP. Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate ICFR, as such term is defined in Rule 13(a)-15(e) under the US Securities Exchange Act of 1934 and in National Instrument 52-109 under the Canadian Securities Administrators Rules and Policies. A material weakness in ICFR exists if the deficiency is such that there is reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections or any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of September 30, 2011, we assessed the effectiveness of our ICFR. In making this assessment, we used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that, as a result of the material weaknesses in our ICFR discussed below, ICFR is not effective as of September 30, 2011.

The Company has two material weaknesses as at September 30, 2011. Each of these material weaknesses creates a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.

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1) During the preparation of the Company’s September 30, 2012 annual financial statements, Management determined that the Company did not design and implement effective ICFR related to the identification, assessment and disclosure of related parties and related party transactions. Specifically, the Company did not design effective ICFR to regularly assess existing business relationships to identify, assess and disclose related parties and related party transactions in accordance with applicable accounting standards. As a result of these ineffective controls, the Company did not disclose related party transactions with a third party lender in its previously filed financial statements; however, it has now amended its disclosure of related party transactions in Note 23 of the restated September 30, 2011 annual financial statements to correct for this omission in disclosure. The disclosure that could reasonably be affected by this material weakness is the disclosure of related parties and related party transactions.

2) During the preparation of the Company’s March 31, 2013 interim financial statements, Management determined that the Company did not design and implement effective ICFR related to the review and interpretation of complex legal agreements. Specifically, the Company’s ICFR did not correctly interpret how the settlement terms and conditions of the March 5, 2004 British Columbia Class Action claim impacted the measurement of the associated liability as at September 30, 2010. As a result of these ineffective controls, the Company incorrectly measured and recorded the liability in its previously filed financial statements; however, it has now corrected for this error as described in Note 3 of the Company’s September 30, 2011 restated annual financial statements. The accounts that could reasonably be affected by this material weakness are class action settlement expense, interest expense, income tax expense, other receivables (current and long term), deferred tax asset and accrued liabilities.

Our independent auditor, KPMG LLP, have issued an adverse opinion on the effectiveness of our internal controls over financial reporting as of September 30, 2011.

Changes in Internal Control Over Financial Reporting

During the period ended September 30, 2011, no changes occurred in our internal controls over financial reporting (ICFR) that has materially affected, or is reasonably likely to materially affect, our ICFR; however, the two material weaknesses in ICFR as described above that were identified as part of the preparation of the Company’s September 30, 2012 annual financial statements and March 31, 2013 interim financial statements, were determined to exist as at September 30, 2011.

The Company has taken the following remedial actions:

1) In response to the first material weakness described above, in December 2012, management implemented processes and controls to identify all potential related party transactions identified as a result of Internal Audit’s related party analysis, and provide disclosures required by applicable accounting standards. In addition, as part of the financial statement close process for the three and six months ended March 31, 2013, the Company created a related party checklist that is reviewed and assessed as part of the quarterly disclosure committee and audit committee meetings.

2) In response to the second material weakness described above, in April 2013 management established a process to coordinate communications internally, as well as to regularly consult with legal counsel and the third party settlement administrator. This new control involves a review of the status of all litigation and claims at each reporting period in order to assess their impact on the Company’s consolidated financial statements.

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There have been significant improvements made to ICFR subsequent to September 30, 2011 in relation to the material weaknesses described above. The first material weakness has been remediated as at September 30, 2012. With respect to the second material weakness, management needs sufficient time to assess the effectiveness of the changes and to implement further improvements before it can conclude that the second material weakness has been remediated.

OUTSTANDING SHARE DATA

As at November 16, 2011, we had 17,420,880 common shares outstanding. There were also options to purchase 977,502 common shares, which if exercised, would provide us with proceeds of approximately $9.2 million.

DIVIDENDS

On November 16, 2011, we declared a quarterly dividend of $0.12 per common share. The dividend is payable on December 14, 2011, to shareholders of record on November 29, 2011.

The Company reviews its dividend distribution policy on a quarterly basis, evaluating its financial position, profitability, cash flow and other factors the Board of Directors considers relevant. Prior to August 31, 2007, we had not declared or paid a dividend on the common shares. We declared our first dividend on August 31, 2007, in the amount of $.025 cents per common share. In total, dividends of $3.6 million were paid to holders of common shares in fiscal 2008, $5.3 million in fiscal 2009, $9.1 million in the fifteen months of fiscal 2010 and $7.9 million in fiscal 2011. The following table sets forth the quarterly dividends paid by the Company in the last quarter ended:

	2011	2010	2009	2008
Dividend per share	$ 0.120	$ 0.100	$0.065	$0.025
Percentage increase	20%	54%	160%

OTHER

Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store."  Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States.

Cautionary Statement Regarding Forward-looking Information

This MD&A contains “forward-looking information” within the meaning of applicable Canadian and United States securities legislation. Forward-looking information includes, but is not limited to, information with respect to our objectives, strategies, operations and financial results, competition as well initiatives to grow revenue or reduce retention payments. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, changes in economic and political conditions, legislative or regulatory developments, technological developments, third-party arrangements, competition, litigation, risks associated with but not limited to, market conditions, the availability of alternative transactions, shareholder, legal, regulatory and court approvals and third party consents, and other factors described in the our latest AIF filed on SEDAR at www.sedar.comunder the heading “Risk Factors”. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. We do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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Non-GAAP Measures

This MD&A refers to certain financial measures that are not determined in accordance with GAAP in Canada. These measures do not have standardized meanings and may not be comparable to similar measures presented by other companies. Although a measure such as ‘Earnings Before Interest, Income Taxes, Stock-based Compensation, Depreciation of Property and Equipment and Amortization of Intangible Assets’(EBITDA) does not have a standardized meaning prescribed by GAAP, this measure is used herein or can be determined by reference to our financial statements. “Same branch revenues” is a non-GAAP measure tracked and reported by us and is generally used to compare the average revenue for a particular group of branches in a current period to that same particular group of branches in a prior period. This non-GAAP measure is a way to gauge the performance of a particular group of branches and is directly related to, and helps explain, changes in total revenue. Average revenue is defined as revenue for the period divided by the number of branches. “BOI” is a non-GAAP measure tracked and reported by us and is generally used to compare the performance at branch level and includes expenses which primarily relate to the operations of the branch network. “Operating income” (OI) is a non-GAAP measure tracked and reported by us and is generally used to compare the income before income taxes and other non-recurring items which primarily relates to the overall operations of the branch, regional and corporate network. “Regional expenses” is a non-GAAP measure which is used to gauge expenditures at the regional and divisional level and includes compensation of associates including centralized regional departments, Regional Managers, Divisional Vice Presidents and President, as well as other expenses related to the functions of these groups. “Corporate expenses” is a non-GAAP measure which is used to gauge expenditures at the corporate level and includes compensation of associates and related expenses at the corporate office level. These measures are discussed because management believes that they facilitate the understanding of our results as it relates to our operational and financial position.

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The following table provides a reconciliation of net income in accordance with GAAP to EBITDA for the past eight quarters.

EBITDA Reconciliation

(thousands of dollars)	2011								2010
	Q4		Q3		Q2		Q1		Q5			Q4		Q3		Q2
	(restated)		(restated)		(restated)		(restated)		(restated)
Consolidated Results
Net income and comprehensive income	$	1,914	$	3,416	$	2,387	$	2,862	$	1,081		$	5,477	$	2,197	$	5,467
Interest		196		191		187		188		51			44		29		29
Income tax		1,568		1,806		1,272		1,664		(608	)		2,676		1,190		2,822
Stock-based compensation		218		171		180		217		260			247		205		204
Depreciation of property and equipment and amortization of intangible assets		2,313		2,168		2,233		2,201		1,578			1,882		1,652		2,121
EBITDA	$	6,209	$	7,752	$	6,259	$	7,132	$	2,362		$	10,326	$	5,273	$	10,643
Adjustments:
Class action settlements	$	-	$	-	$	1	$	367	$	8,770		$	100	$	2,715	$	100
Effective interest component of retention payments		5,112		5,107		5,561		5,505		5,344			4,895		4,400		4,226
Adjusted EBITDA	$	11,321	$	12,859	$	11,821	$	13,004	$	16,476		$	15,321	$	12,388	$	14,969

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EX-99.4

Exhibit 99.4

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gordon J. Reykdal, certify that:

1. I have reviewed this annual report on Form 40-F/A of The Cash Store Financial Services Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

By:	/s/ Gordon J. Reykdal
Name:	Gordon J. Reykdal
Title:	Chairman and Chief Executive Officer
Date:	May 24, 2013

EX-99.5

Exhibit 99.5

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig Warnock, certify that:

1. I have reviewed this annual report on Form 40-F/A of The Cash Store Financial Services Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

By:	/s/ Craig Warnock
Name:	Craig Warnock
Title:	Chief Financial Officer
Date:	May 24, 2013

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

The Cash Store Financial Services Inc. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F/A for the fiscal year ended September 30, 2012 (the “Report”).

I, Gordon Reykdal, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Gordon Reykdal
Name:	Gordon J. Reykdal
Title:	Chairman and Chief Executive Officer
Date:	May 24, 2013

EX-99.7

Exhibit 99.7

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

The Cash Store Financial Services Inc. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F/A for the fiscal year ended September 30, 2012 (the “Report”).

I, Craig Warnock, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Craig Warnock
Name:	Craig Warnock
Title:	Chief Financial Officer
Date:	May 24, 2013

EX-99.8

KPMG LLP	Telephone	(780) 429-7300
Chartered Accountants	Fax	(780) 429-7379
10125 – 102 Street	Internet	www.kpmg.ca
Edmonton AB  T5J 3V8
Canada

Consent of independent registered public accounting firm

To the Board of Directors of The Cash Store Financial Services Inc.

We consent to the inclusion in this annual report on Form 40-F of:

─ our Independent Auditors’ Report of Registered Public Accounting Firm dated November 16, 2011, except for the restatement discussed in Note 3, which is as of May 24, 2013, on the consolidated balance sheets of The Cash Store Financial Services Inc. as at September 30, 2011 and 2010, the consolidated statements of operations and comprehensive income, retained earnings and cash flows for the year ended September 30, 2011 and the fifteen months ended September 30, 2010, and notes, comprising a summary of accounting policies and other explanatory information, and

─ our Report of Independent Registered Public Accounting Firm dated November 16, 2011,except for the effect of the material weaknesses described in Management’s Report on Internal Control Over Financial Reporting, which is as of May 24, 2013on the effectiveness of internal control over financial reporting as of September 30, 2011.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

May 24, 2013

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